Batman vs Superman The Last Laugh

by Lethargic

A script I wrote a year ago or so about the final battle between Batman, Superman and the Joker. Not really a sequel to the movies but taken more from the comics themselves.

Batman vs Superman - The Last Laugh
Written by Jason Castleman
Based on characters created and own by DC Comics. No money is being made from this story, no infringment is intended.

EXT. GOTHAM CITY - NIGHT

Fades in from black. The camera flies through the night, in and out
clouds. It then descends down toward the dim city below. It zooms pa
the Towers and Gotham Cathedral. It flies over the top of the Wayne
Building and other skyscrapers before finally falling to sidewalk leve
It flies through a talking and laughing crowd exiting a movie theater
before finally settling on three PUNKS walking down the street. The
three are all dressed the same. Torn jeans, old t-shirts, leather
jackets. Two of them are quite large but the third is small and skinn
#1 carries a bottle of vodka that he periodically takes a swig from.
They walk away from the crowd and head toward the dirtiest and darkest
part of Gotham, Crime Alley.

PUNK #3
We gonna do one tonight guys?

PUNK #1
Of course.

PUNK #3
When?

PUNK #1
When we find one.

PUNK #3
Well, come on then. Hurry up.

PUNK #2
What's your hurry squirt?

PUNK #3
Uh..I...I dunno. Just can't wait I guess.

An ASIAN MAN walks out of his convenience store. As he reaches up to
pull down the cage to lock his store for the night the three walk by.
they do, #2 reaches over and pushes him down. The three bust out
laughing as they continue to walk. The Asian Man falls to the sidewal
and clutches his ankle. He looks up at them and shakes his fist.

ASIAN MAN
You f-ing assholes! You never come to my store again!

The three punks continue to walk and laugh. #2 raises his hand up and
extends his middle finger at the Asian man without even looking back.

ASIAN MAN
F you! F you!

The Asian man picks himself up and limps back into his store.


EXT. CRIME ALLEY

The three punks come around a corner and enter Crime Alley. They walk
down it's dimly lit concrete. They pass a dumpster. #1 takes one las
gulp of his vodka, then slams the bottle down into the dumpster. A ca
cries from inside, jumps out and stands next to it, it's back arched.
reaches down for it. The cat hisses and swipes at his hand. #1 cries
out and yanks his hand back as the cat scampers away.

PUNK #1
That little bitch.

PUNK #2
Quit playing with your pussy and come on.

They continue down the long trash littered street, past the only worki
street light. It flickers on and off with no particular pattern like
crazy strobe. A few feet past the light they spot the shape of a man
laying on the street, toward the end of the alley, his back propped up
against the wall.

PUNK #3
There's one up ahead.

PUNK #2
I can see that.

They walk up and stand over the BUM. He is dressed in ragged, dirty,
torn clothes. An old baseball cap on his head, the bill down, coverin
his face except for a fairly long beard poking out. A empty bottle of
wine is tipped over in his hand.

PUNK #3
I think he's sleeping.

PUNK #1
No shit. Fucker's drunk.

PUNK #3
Let's do him. Let's do him. Come on.

Punk #2 reaches into his jacket pocket and pulls out a bottle filled w
gasoline.

PUNK #2
Congratulations.

He flips the top off and begins to spray the gas all over the man. He
continues until the bottle is nearly gone and the man is covered from
head to toe.

PUNK #3
You sure he's sleeping?

#1 pulls out a book of matches and strikes one.

PUNK #1
This should wake his drunk ass up.

He tosses the match down on the bum and he immediately flames up.

PUNK #3
Oh shit! Look at that bitch burn! Ha ha!

PUNK #1
Shiiiiit. This asshole ain't even moving! He must be
already.

PUNK #2
Damn. What a waste. Stupid frickin bum. Why'd you ha
go and drink yourself to death when we were gonna kill
anyways?

#2 kicks him in the side as the bum's clothes continue to burn. 1 and
turn to leave.

PUNK #2
Come on. Let's get out of here.

They begin to walk away as #3 watches for a moment longer. His eyes
twitch as he notices something.

PUNK #3
Wait! Guys!

They stop and turn.

PUNK #2
What?

PUNK #3
His beard.

PUNK #2
What about it?

PUNK #3
It's gone.

PUNK #1
No shit, moron. He's on fire.

PUNK #3
No, no. It fell off.

PUNK #1
It burned off, idiot. Come on.

PUNK #3
It didn't burn off. It fell off.

PUNK #2
Dammit.

#2 walks over and tosses the rest of the gas on the man and the flames
shoot up even higher.

PUNK #2
See? The fucker's dead. Come on.

PUNK #3
Fine. Let's go.

The three turn and walk away. The camera focuses on the bum's hand.
wine bottle slips out as the hand moves. POV switches to in front of
three punks as they walk back toward the exit of the alley. In the
background of the shot we can see the bum stand up, menacingly slow,
still in flames. #3 turns back and looks to see the burning man stand
in the middle of the alley. The bum's arm reaches up, pulls off his
burning cap and throws it away. #3 stops and grabs the others.

PUNK #3
Holy shit! Guys!

The other two turn to see the bum's burning clothes slide off and fall
the ground behind him. All they can see now is the silhouette of a
large, muscled man who is obviously wearing a cape, smoke still rising
from his body.

PUNK #3
Oh shit, oh shit, oh shit. Is that him guys? Is that
bat?

PUNK #1
I don't think so.

PUNK #3
Then who the fuck is it?

PUNK #1
How the shit do I know?

PUNK #3
We better get outta here.

PUNK #2
Hold on.

The silhouette begins to step forward. One slow step after another un
he begins to enter the flickering glow from the street light. The cam
zooms in on his broad chest as he moves forward. As he enters the lig
the chest goes from black to dark blue and a large red and yellow S
appears. The camera zooms up from the chest to show SUPERMAN'S face.
His head is cocked forward. His eyes, filled with anger, are frozen o
the three punks. His face is covered with stubble and his mouth is
contorted into a scary mixture of a scowl and a smile. A large scar f
a recent burn runs down the left side of his face.

SUPERMAN
You picked the wrong bum.

PUNK #3
Shit on me.

SUPERMAN
Now be good little sports...

The half smile, half scowl now turns to a full on look of disdain and
when he next speaks it's more of a animal growl than a human voice.

SUPERMAN
...run.

The three stumble a few steps backwards and Superman starts to walk
toward them.

PUNK #1
Shit!

The three walk backwards as Superman walks towards them at a menacingl
slow speed. The three finally turn and run away. Superman smiles at
them and quickens his pace. As he walks past the dumpster he calmly
reaches over with his hand and lifts it up over his head without missi
a step. He heaves the dumpster at his prey and it lands with a crash
right in front of them, stopping them dead in their tracks. They turn
around and watch Superman continue towards them.

SUPERMAN
Run quicker.

#1 and #3 don't waste any time. They turn and run around the opposite
sides of the dumpster and run away as fast they can. #2 freezes, his
back up against the dumpster, too scared to move. Superman walks up t
him and stares a hole right through him.

PUNK #2
What's your problem? Come on. I'm sorry. We didn't k
it was you. I'm sorry. I'll never do it again. I swe

Superman leans in and whispers in his ear.

SUPERMAN
I know you won't.

He grabs the punk's shoulder with one hand, pulls his other hand back
into a fist and unleashes a gigantic punch to the stomach. He takes h
hand off the punk's shoulder and walks away. The punk does not fall t
the ground when Superman releases him. The camera pans down to reveal
why. The blow was so powerful that it slammed the man backwards into
dumpster, badly denting it. The man is hunched over with his lower ba
stuck in the dent, his feet dangling in the air and blood running out
his mouth.


INT. CONVENIENCE STORE

The Asian man stands behind the counter screaming into the phone.

ASIAN MAN
No! How I suppose to know who they is? You crazy? Th
just knock me down and now I can't walk no more! My an
is...

The door flies open and the two remaining punks charge in. The Asian
slams the phone down, picks up a baseball bat and limps toward them.

ASIAN MAN
What you doing in my store? Get outta here, you!

PUNK #1
We can't! He's after us man! He's going to kill us!

ASIAN MAN
I'm gonna kill you if you don't get out! You push me d
Hurt my ankle! Get out my store! Get out my store!

PUNK #3
Fuck you man. I ain't going back out there.

ASIAN MAN
F me? F you, you! I will cap bust up in you! F you!

PUNK #3
Come on, man. We can't go back out there.

The two walk past the Asian man and head toward the back of the store.
They reach the rear of the store and duck down behind a rack of potato
chips. The Asian man follows and stands over them with the bat.

ASIAN MAN
What you doing??

PUNK #3
Shut up man!

ASIAN MAN
Get out! Out of my store!

PUNK #3
Get down!

ASIAN MAN
I'll kill you asshole!

PUNK #3
Is he out there?

PUNK #1
I don't know.

PUNK #3
Look.

PUNK #1
You look.

PUNK #3
Hell no. You look.

ASIAN MAN
I swear! I'll kill you!

PUNK #1 AND #3
Shut up!

Punk #1 looks over the rack toward the front. He doesn't see Superman
anywhere.

PUNK #1
I don't see him.

ASIAN MAN
That's it.

The Asian man swings his bat. The punk jumps backward and hits the ba
wall of the store. He stands with his back against the wall, holding
hands up at the Asian man.

PUNK #1
Settle down man! What's your prob...

Superman's arm busts through the wall and grabs the punk by his throat

ASIAN MAN
What the damn?!?

PUNK #3
Oh, shit!

Superman pulls the punk backwards through the wall. #3 jumps up and r
back out the front door as the sound of bones crunching can be heard
through the pitch black hole in the wall. The Asian man stares out of
the hole in his wall.

ASIAN MAN
What you do to my store?! I call police! I call polic

Superman crouches down and leans into the store.

SUPERMAN
What did you expect when you opened a store in a place
called Crime Alley?

ASIAN MAN
You! You break store! You...you blow me! You hear me
You blow me!

SUPERMAN
If you want.

Superman looks at the man for a moment. Then blows air at him. The
blast of air is so strong that it knocks him back through his entire
store, knocking over rack after rack of junk food and finally crashing
through the front windows and landing in the street.


EXT. CRIME ALLEY

Superman backs out of the hole and looks out the opening of the alley
see Punk #3 run by. Seeing this brings back a slight smile to his fac


EXT. GOTHAM CITY STREET

Punk #3 runs down the sidewalk, continuously looking over his shoulder
He runs into a couple of bystanders in the process and falls down. The
yell at him as he gets back up and keeps moving. He looks over his
shoulder as he continues, he turns back to the front a split second
before he runs straight into Superman's rock solid chest. The man
stumbles backwards a step. Superman grabs him by his collar and then
two shoot straight up into the air. They stop about a couple of hundr
feet in the air and hover. The punk's feet thrash about wildly.

PUNK #3
Let me down man! Let me down!

SUPERMAN
I will.

PUNK #3
Why, man, why? Why are you doing this?

SUPERMAN
Because I can.

He releases his grip. The punk drops, screaming the whole way down.
the street below, hia body slams down on the hood of a passing car. T
car screeches to a halt. Pedestrians and passersby rush up to look at
the punk's body. They then look up at the sky as the screen fades to
black and the opening credits roll.


EXT. CRIME ALLEY AREA - LATER THAT NIGHT

The entire area is now overflowing with police and emergency equipment
A crowd of onlookers press up against the yellow police tape as a hand
of officers try to keep them back. Behind them, a police cruiser pull
up and parks. The driver's door opens and out steps DETECTIVE HARVEY
BULLOCK. He takes one last bite out of his donut before tossing it ba
into the car and slamming the door shut. He pushes his way past the
crowd of people, ordering them to move. He lifts up the yellow tape a
walks underneath. He stops at the rear of an ambulance and watches as
two paramedics lift up a stretcher carrying the unconcious Asian man a
load him in. DETECTIVE MONTOYA is busy examining Punk #2 at the dumps
when she spots Bullock.

MONTOYA
Harvey! Over here!

Bullock walks past the stretcher, enters the alley and makes his way t
Montoya. He pulls a well chewed cigar out of his pocket and begins to
chew on it once more as he reaches her.

BULLOCK
Looking lovely as ever, Montoya. Something about you
standing near a corpse really turns me on.

MONTOYA
I could be a corpse myself and still turn YOU on.

BULLOCK
Probably right about that.

Bullock looks closer at the man embedded into the side of the dumpster

BULLOCK
What a poor son of a bitch this guy is.

MONTOYA
You can say that again.

BULLOCK
How many?

MONTOYA
Three dead. One wounded. One went through a brick wal
neck snapped. Another dropped from about a hundred fee
the air or so. He's now officially an hood ornament.

BULLOCK
Witnesses?

MONTOYA
Just one. The store owner. But he's suffered some sev
head trauma. Hasn't woke up yet. Don't know if he eve
will.

BULLOCK
Think it's safe to say that a normal man didn't do this

MONTOYA
Understatement. Batman?

BULLOCK
No. The other one.

MONTOYA
Great.

BULLOCK
Got some real serious shit here don't we? I'm gonna go
a look around. You get the big man on the horn and fil
in.

MONTOYA
Yes, sir.

As Montoya walks away, Bullocks lifts the punks shirt up to reveal a h
in his stomach the size of a large human fist.

BULLOCK
Real serious shit.


EXT. POLICE HQ - ROOF - NIGHT

The camera focuses on the bat signal floating in the night sky. It
follows the light down to the roof of police headquarters where
COMMISSIONER GORDON stands, wearing his trench coat and puffing smoke
from his pipe. He stands and waits until he hears a sound of footstep
in the gravel a few feet behind him. He then reaches up and switches
signal off before taking another puff from his pipe. From the darknes
behind him comes the familiar voice of his old friend, BATMAN.

BATMAN
I thought you quit.

Gordon pulls the pipe away from his mouth and looks at it.

GORDON
I did. I mean I tried at least. It's not easy to give
vices in this town.

BATMAN
That stuff will kill you.

GORDON
Some nights when I'm standing out here, I think to
myself...and I wonder if that would be such a bad thing

The two stand in silence for a moment. Batman hiding in the shadows a
Gordon looking out over Gotham city.

GORDON
There was another attack tonight.

BATMAN
I heard. How many?

GORDON
3 dead. Another wounded. That's a total of ten dead i
week.

BATMAN
Same as the others?

GORDON
Yes. (pause as he puffs from his pipe) One was even
dropped from nearly two hundred feet in the air.

BATMAN
You think it was him?

GORDON
The only witness we got is still out cold. But I don't
of anybody else that could've done it. What do you thi

BATMAN
I hope not. But I can't hope anymore. It can't keep
happening. If it's him, if he's in Gotham, I'll find h

GORDON
Need any help?

BATMAN
No.

GORDON
I didn't think so. But we'll be looking for him anyway

BATMAN
You won't find him. If you did, you couldn't stop him.

GORDON
I know. But it's still my job. Can't let you have all
fun. (pause for another puff) Something happened to h
didn't it?

BATMAN
Yes.

GORDON
Bad?

BATMAN
Yes.

GORDON
I heard rumors but I didn't know for sure. (pause for
another puff) Is he insane?

BATMAN
I don't know.

GORDON
If he is...what happens? If this keeps happening...

BATMAN
I'll stop him.

GORDON
How?

BATMAN
Haven't given it much thought.

GORDON
If it comes down to that...you can stop him?

Gordon pulls the pipe away and waits for a reply.

BATMAN
Probably.

GORDON
Probably? (another puff) I know it's a bad day in Goth
when even you aren't sure of yourself.

BATMAN
The problem is that I don't know how far over the edge
is. He's never had a mean streak in him. Not like thi

GORDON
If you need help you know that I'll be here for you. I
up the Governor, see if we can't have the National Guar
stand-by.

BATMAN
Do what you have to.

GORDON
(Pause for another puff before pulling it away from his
mouth one more time) Just when I thought this city cou
get any worse.

Gordon has a coughing attack.

GORDON
You're right about one thing. Maybe I do need to quit
smoking thing. I think I.....you're gone aren't you?

Gordon turns around to see that he is standing alone on the roof.


INT. TAXI - DAY

A yellow cab drives through downtown Gotham. Camera shoots from the b
as if it's the passenger's eyes. It looks out the side window at Goth
City Hall. A podium stands at the top of the entrance and a large gro
of reporters crowd around it, yelling out questions to MAYOR HILL.

PASSENGER
Hey, man. Stop. This is good right here.

DRIVER
You sure?

PASSENGER
Yeah, this is fine.

DRIVER
Whatever you say, buddy.

An arm reaches up and hands the driver a hundred dollar bill.

PASSENGER
Keep the change.

DRIVER
Hey...whoa. No problem buddy. Anytime.


EXT. CITY HALL

The passenger exits the car. He is a young man in blue jeans and a
leather jacket. A backpack hanging over one arm, long black hair tied
back in a ponytail. He walks up to the crowd of reporters as the cab
pulls away from the curb and leaves. He reaches the very back of the
crowd and joins the rest of them in listening to the Mayor.

MAYOR HILL
....to back up these rumors. No proof at all. The
Commissioner, the Governor and I are all in the dark ju
like the rest of you are. But believe me, we are doing
everything to get to the bottom of this situation and o
we do you'll be the first to know...just like always.
if you'll excuse me I've really got to run.

The Mayor walks away from the podium in a hurry as the crowd begins to
mumble out a bunch of questions trying to get him to come back but he
disappears into City Hall. The crowd gives up and turns to leave. As
one CLUMSY REPORTER tries to turn to leave, he bumps into the passenge
arm, causing his backpack to fall to the ground. The passenger just
looks at him. The clumsy reporter immediately reaches down to pick it
and hands it back to him as the rest of the reporters begin packing up
their equipment and walking around them.

CLUMSY REPORTER
Sorry about that, guy......here ya go....

He looks at the passenger's face for the first time.

PASSENGER
No problem.

CLUMSY REPORTER
Hey....waitaminute....aren't you famous?

PASSENGER
Uh...no. Not really.

CLUMSY REPORTER
Wait. I know you. I've seen you before.

PASSENGER
I don't think so.

CLUMSY REPORTER
Sure, sure...wait...you're that Wayne kid right? What'
name? Dick? Dick...Grayson? Dick Grayson, right?

DICK GRAYSON
In the flesh.

CLUMSY REPORTER
Yeah, that's how I knew who you were. I used to cover
those big silly charity events and masked balls and stu
for the society page. You two used to be at all those
things.

DICK GRAYSON
A few.

CLUMSY REPORTER
Yeah. Used to see you all the time back then. Bet all
smiling and shaking hands got on your nerves didn't it?

DICK GRAYSON
Sometimes.

CLUMSY REPORTER
Haven't seen you around lately though. You still live
Gotham?

DICK GRAYSON
Just got back.

CLUMSY REPORTER
Gotham's a wonderful place ain't it? No matter how
depressing and sad it is, you can't stay away from her.

DICK GRAYSON
No, you can't.

He leans in closer to Dick now.

CLUMSY REPORTER
So...uh....tell me...since you're back in town does thi
mean you and the big man are getting back together?

DICK GRAYSON
What??

CLUMSY REPORTER
You know....you, Wayne. You two were, uh, (shakes his
side to side)...you know...right?

DICK GRAYSON
Umm...no.

CLUMSY REPORTER
Really? I could've sworn I read that somewhere. You s

DICK GRAYSON
I'm sure. So, it looks like I missed something big. W
going on?

CLUMSY REPORTER
Oh, you don't know?

DICK GRAYSON
I've been in Detroit for a while.

CLUMSY REPORTER
Can't believe you ain't heard...

DICK GRAYSON
Heard what?

CLUMSY REPORTER
Heard this...

He reaches behind him, pulls a rolled up newspaper from his back pocke
and hands it to Dick. Dick looks at the front page and his eyes light
up.

CLUMSY REPORTER
Looks like Metropolis' favorite son has decided to clea
Gotham.

DICK GRAYSON
How long has this been going on?

CLUMSY REPORTER
A week or so.

DICK GRAYSON
What's the word on Batman?

CLUMSY REPORTER
Nada. Nothing. Not a word one. Nobody's seen the guy
Only thing people been seeing around here is bodies
mysteriously dropping from who knows where and streaks
red and blue flashing across the sky.

DICK GRAYSON
(still reading) This can't be good.

CLUMSY REPORTER
It's been pretty good for newspaper sales!

Dick keeps staring at the paper. The camera cuts to a closeup of the
paper.

DICK GRAYSON
This is definitely not good.

The scene cuts here on the closeup but you can't tell until...

MAYOR HILL
This is bad, Jim!


INT. CITY HALL - MAYOR'S OFFICE

Begin still focused on the newspaper, pan back showing the Mayor holdi
the paper up. He slams the paper down on his desk. The Mayor sits at
his desk as Gordon stands in front of it and Assistant Mayor Powers si
in a leather chair at his side, one leg sitting on top of the other an
smug know-it-all look plastered across his face.

POWERS
Reeeallll bad.

Gordon looks sideways at Powers then back to Hill.

GORDON
I know that, sir.

MAYOR HILL
Well, what are you doing about it?

GORDON
Everything we can at this point. We aren't even certai
what we're dealing with here.

POWERS
Oh come on, Jim. We all know it's him.

GORDON
Well, you must have more evidence than me cause I'm not
100%...

POWERS
All the evidence you need is right there in that paper.
doesn't matter if it's him or not. What matters is wha
they think. The papers are already saying it's Superma
The people all know it's Superman. We can go out and l
about it all we want but we all know the truth here jus
like they do.

GORDON
Excuse me, but are you Mayor or is he?

POWERS
Oh, sorry to interrupt, Commissioner. You are the
Commissioner right? Or is that that weird guy with the
pointy ears and cape?

GORDON
Blow it out your...

MAYOR HILL
Speaking of...what about Batman, Jim?

GORDON
What about him?

MAYOR HILL
I saw the signal last night just like everyone else. Y
called him in on this didn't you?

GORDON
I...

POWERS
Of course he did. When has he ever done anything witho
him? That freak's covered your ass so many times I can
even count that high. You should try doing your own jo
once.

GORDON
I've had about enough out of you, you sniveling little

POWERS
Such language!

MAYOR HILL
Hold on. He's right, Jim.

GORDON
He's right??

MAYOR HILL
Yes.

GORDON
Mr Mayor...I know you've had your problems with Batman
the past but you know damn well this city would've been
years ago if we didn't have him.

MAYOR HILL
We're losing it right now dammit!

GORDON
Listen to me. I've got the entire force working around
clock on this. We're doing everything we can. But thi
about what we're up against here. If it's really Super
do you really think that we're prepared to handle this?

POWERS
Oh no, we wouldn't expect the Gotham PD to be able to h
anything. But I suppose the bat is, huh?

GORDON
Alright. What's your plan? You're so damn smart. Whe
Superman? How do we find him? If we do find him, what
we do with him? Ask him to leave? Slap him on the wri
Cuff him? Give him a ticket? What the hell are we sup
to do?

POWERS
How would I know?

GORDON
Exactly! Maybe I've leaned on Batman too much in the p
that's granted. But Mr Mayor, if there's ever been a t
where we needed his help it's right now. There's only
person in this whole city that knows anything about the
Superman and that's Batman. He's met him. They've wor
together. They've even had their share of scrapes befo
If anybody can find him and put an end to this, it's Ba
And I'd stake my badge on that.

MAYOR HILL
You would? That's good because if you screw this up...
rip that badge off your chest myself. And the Batman's
will roll right along with yours.


INT. CITY HALL - OUTSIDE MAYOR'S OFFICE

Gordon walks out of the office and slams the door behind him. Bullock
sitting on a bench and sipping coffee, jumps up to great him.

GORDON
Stupid sons of bitches.

BULLOCK
That good huh?

Gordon turns and heads toward the exit. Bullock follows along side.

GORDON
I'd like to take that little shithead Powers and feed h
shoe.

BULLOCK
Wouldn't mind helping ya with that.

GORDON
The Mayor's threatening to take my badge.

BULLOCK
They've threatened before and we've always managed to r
out the storm.

GORDON
Harv, at my age, you can only ride out so many storms.


EXT. GOTHAM CITY - EVENING

A shot of the Gotham skyline. The shot is in double time showing the
going down and the moon rising in it's place.

CUT TO:


INT. WAYNE MANOR - MAIN ROOM

Cut to a tilted shot of the Grandfather Clock as a loud eerie chime ri
out.

CUT TO:


INT. BATCAVE - COSTUME SECTION

The good old quick cutting montage of Bruce putting on the suit. The
boots, the belt, the gloves, the cape, etc.

CUT TO:


EXT. GOTHAM COUNTRY SIDE - NIGHT

The Batmobile roars through the country side, heading away from the ca
and toward downtown Gotham.


INT. MOTEL ROOM - NIGHT

The room is only illuminated by the light of a television, an open win
and the light coming from the open bathroom door. Superman walks out
the bathroom wearing only sweat pants and using a towel to dry his wet
hair. He has what appears to be faint bullet hole wounds on his chest
He cuts the bathroom light off, making it even darker in the room, and
throws the towel down before turning towards the dark corner of the ro

SUPERMAN
Took you long enough to find me.

BATMAN
I only started tonight.

SUPERMAN
I take that back then. Superior work as always.

From the dark corner of the room, Batman steps out of the shadows and
into the light of the television.

BATMAN
What are you doing here?

SUPERMAN
Well, I WAS fixing to go to sleep. It's almost sunrise
Don't you melt in the sun or something like that?

BATMAN
We established this a long time ago, Clark. Metropolis
yours. Gotham belongs to me.

SUPERMAN
Well, that was then, this is now. It's a new day, Bruc

He turns away and picks up the television remote.

BATMAN
What do you want?

SUPERMAN
You know what I want.

BATMAN
No, I don't. I don't know anything about you anymore.
Those three punks last night. That was you?

SUPERMAN
Who else?

BATMAN
You killed them.

SUPERMAN
Yes.

BATMAN
What about the other? He's barely hanging on. Why? W
place at the wrong time?

SUPERMAN
He was in the way.

BATMAN
In the way? He was an innocent bystander.

SUPERMAN
No one is innocent. Haven't you learned that by now?

BATMAN
Clark, I don't get it. You used to be the one going ar
carrying old glory on your shoulder and fighting for...
was it...truth, justice and the American way. That was
wasn't it? Now look at you.

SUPERMAN
Go ahead. Look at me. I finally woke up, Bruce. When
died in my arms, I finally woke up.

Superman still doesn't look at him. Instead he just sits and flips
through the 3 channels on his black and white TV.

BATMAN
I know Lois' death was hard...

SUPERMAN
Death? It wasn't a death. It was murder. He killed h
Bruce.

BATMAN
So just because your wife get's killed that gives you t
right to do the same?

SUPERMAN
You're damn right it does.

BATMAN
I've done a lot of things I regret during my life but I
never killed anyone.

SUPERMAN
No, you haven't. And that's why you still have to go o
night after night and fight the same asshole you fought
night before. That's why you're losing. That's why yo
losing this city.

Superman finally looks away from the TV and stands, facing Batman.

SUPERMAN
I remember when you first started...how they all loved
All the lowlifes were scared of the big scary bat. Cri
rates went down and every kid in Gotham had a little Ba
shirt or a Batman doll. But look out there now. The
lowlifes aren't scared of you anymore and the rest of t
don't believe in you anymore. Crime is just as bad now
ever was. I had to go out and stop those guys earlier
tonight because you couldn't do it. There's so much cr
out there now that you can't handle it all. But now it
changing again. I've been here a week and they're scar
again. They're nothing but a bunch of scared little sh

BATMAN
Yes, they are. But not just the criminals. EVERYBODY
scared. This whole city is scared...of you.

SUPERMAN
Exactly. The criminals and the weak. God, If we could
eliminate them all...Gotham would be a utopia.

BATMAN
If that's what you want to do you go ahead and do it.
you do it in your own town. Not in Gotham.

SUPERMAN
If that's what you want then it's fine with me but I'm
afraid my business keeps me here. He killed my wife,
Bruce...and I'm not leaving without a piece of him.

BATMAN
We've been over this before. It wasn't him.

SUPERMAN
Bullshit! I was there! She died in my arms! He gave
this damn scar on my face! It was him! I saw him with
own eyes.

BATMAN
He's been locked away for....

SUPERMAN
It...was...him.

BATMAN
And what if it was? What are you planning to do if you
him?

SUPERMAN
First he's going to suffer. Then he's going to die.

BATMAN
You know I can't let that happen.

SUPERMAN
Wake up, man! Are you actually going to protect him?
you going to stand up for that piece of shit? He's gar
Bruce.

BATMAN
Yes, he is.

SUPERMAN
Sometimes I think you actually have respect for him. I
think HE even feels the same. You both get off on chas
each other around. It's like a big game and you both g
off on it. I think if he ever died a part of you would
with him. Bruce Wayne might be fine, but Batman...who
Batman have to fill those cold and lonely nights? Cert
not a woman that's for sure.

BATMAN
There might be some truth to that. It is a sort of gam
But the game has rules.

SUPERMAN
How many people has he killed? Hundreds? Thousands?
a million by now? Hell, sometimes I think he's a plagu
that God has sent down to cleanse this hellhole of a ci
The bastard has killed people you knew, Bruce! People
loved...if that's possible. He kidnapped Gordon and ne
drove him insane. He killed his wife. He crippled his
daughter. You don't see Batgirl buzzing around town in
little Batchair much do you? Well, now that I think ab
it...where's Robin? Is he still on fire or did...

BATMAN
Shut up.

SUPERMAN
After all that, you're going to stand there and tell me
you don't want to kill him?

BATMAN
Sure I do. Of course I do. I can't remember how many
I've come close to killing him. I've gone out after hi
times with the sole purpose of killing him, you know th
better than anyone. You've seen it firsthand. But I'v
always stopped myself.

SUPERMAN
Why?

BATMAN
I put on this mask to stop killing. Not to cause more
it. If I went out there and killed him or anybody
else...that would be the night that I ruined everything
I've ever accomplished. That would be a slap in the fa
my parents. It's the only rule that I've set for mysel
that I haven't broken yet and I don't plan on doing it
anytime soon.

SUPERMAN
Well....I guess that's what separates the two of us. I
willing to do what it takes to get the job done and you
still just a sad little boy crying behind a mask. It's
to move on. Your parents have been dead for so long th
not even rotting anymore. They're gone. Completely.
man, Bruce. Not a little boy.

Superman creeps up closer to Batman.

SUPERMAN
So if I was you I'd just stay out of my way. I'm here
take care of unfinished business and that's what I'm go
to do. If you get in my way...I will break you.

BATMAN
Gotham is my city. I'm asking you to leave it, Clark.

SUPERMAN
And if I don't?

BATMAN
I'll throw you out.

Batman turns and walks to the open window looking out over Gotham City
As he begins to make his exit, Superman interrupts him.

SUPERMAN
Don't call me Clark anymore. Clark died with Lois.

Batman looks at him one last time.

BATMAN
Leave. For everybody's sake.

He then turns away and leaps out the window. Clark walks over to the
window and looks but Batman has already vanished. He pushes the windo
down and locks it before laying down on the bed.


EXT. A GOTHAM CITY STREET

The Batmobile speeds down a deserted street with a great roar.

CUT TO:


INT. BATMOBILE

The deafening roar of the Batmobile's turbine engines are nowhere to b
found in the sound proofed interior compartment. Batman holds the whe
with one hand as he reaches up and presses the intercom button on the
roof. The voice of his trusty butler and friend, ALFRED, answers almo
immediately.

ALFRED
Yes, Master Bruce?

BATMAN
Alfred. I'm on my way in. When I get there I need you
have the Joker's file pulled for me. Most specifically
need anything and everything we have on his past year s
in Arkham. Even if he's skipped a meal in the past yea
want to know about it.

ALFRED
I'll get right on it, sir.

BATMAN
Thanks, Alfred.

ALFRED
Long night, sir?

BATMAN
Not even finished yet.


INT. MOTEL ROOM

Superman sleeps in his bed. He tosses around in his sleep and sweats
profusely. The camera zooms in on his face and fades out to a differe
time and a different place.


INT. METROPOLIS CONVENTION HALL - DAY

The scene opens up with a shot of a banner that reads "The Jameson Awa
- Tonight's Guest of Honor - Lois Lane!". The camera zooms out to sho
that the banner is hanging over a stage which holds only a podium in
front of a large blown up photo of LOIS LANE. We pan around to see th
rest of the large room. People stand everywhere, talking and drinking
Everybody is dressed in tux's and gowns. The camera goes past the cro
to the very back of the room where we find Clark and Lois. Lois stand
with her back leaning on the wall, struggling to put one of her shoes
Clark leans his shoulder against the wall, his hands in his pockets.

LOIS
I hate these shoes! They're too damn tight.

She gets it back on and then stares at her feet until Clark speaks and
she looks up at him.

CLARK
You look fine, Lois.

LOIS
Easy for you to say. You don't have to go up there.

CLARK
Lucky me.

LOIS
This is so nerve racking.

CLARK
Settle down. You'll be fine. You look fine. Everythi
will be fine.

LOIS
What about the speech? Are you sure the speech is good

CLARK
It's fine, Lois.

LOIS
Is that all you can say? It's fine, Lois?

CLARK
That's the only thing I need to say.

HECTOR
Clark!

Clark turns to see who called him and spots HECTOR LOPEZ waving at him
and walking his way.

LOIS
Who is it?

CLARK
(whispering) Hector Lopez.

LOIS
Who?

Hector makes it over.

HECTOR
Hey, Clark!

CLARK
Hello, Hector.

HECTOR
You're looking great, just great. How long's it been?

CLARK
A while.

HECTOR
Yeah. Hell, I haven't seen you since....uh...the meltd
wasn't it?

CLARK
Yes. I think so.

HECTOR
That was something wasn't it?

CLARK
It sure was.

HECTOR
And this must be the little lady.

LOIS
That's right.

HECTOR
How's it feel to be the guest of honor?

LOIS
I'd rather be in the middle of a meltdown myself.

HECTOR
Well, swell. Just swell. Gotta go, guys. Gotta mingl
mingle, mingle. You know how it is. Good seeing you,
Clark. Nice meeting you, Lois.

LOIS
Same here.

CLARK
See you around.

Hector walks away and finds somebody else to talk to.

LOIS
Who was that guy?

CLARK
Just some guy.

LOIS
Just some guy?

A WAITRESS walks into view. She is small and skinny with shoulder len
blonde hair. When she talks, she speaks in a squeaky voice with a str
New York accent. She carries a tray of drinks with her.

WAITRESS
Care for a drink...Lois? Lois Lane?

LOIS
Yes.

WAITRESS
Ohmigod! I am such a HUUUUGEEE fan of yours!

LOIS
Thank you.

WAITRESS
I just love your column in the paper. I read it every
single day.

LOIS
Thank you.

WAITRESS
My husband doesn't care for it too much though. He doe
think women should be allowed to do such things.

LOIS
Ever think about a divorce?

WAITRESS
A divorce? Oh, na. That wouldn't work. We're not LEG
married anyway.

LOIS
Then why do you stay with him?

WAITRESS
Oh. I dunno. I guess he makes me laugh. And you know
they say about guys that make ya laugh!

LOIS
No. Not really.

WAITRESS
If at all possible could I get your autograph after all
is over?

LOIS
Sure.

WAITRESS
Great! As soon as I get off duty I'll come running rig
over!

LOIS
You do that.

WAITRESS
Oh, you'll be seeing me. Thanks a lot! So...you two c
for a drink?

LOIS
Are you kidding? Just leave the tray.

WAITRESS
You, sir?

CLARK
No. Thanks.

WAITRESS
Suit yourself. This is a reeaaallly good bottle of
champagne. Picked it out all by myself. Great year if
know what I mean.

She grabs one of the glasses from the back of the tray and hands it to
Lois.

WAITRESS
There you go, Lois.

LOIS
Thank you.

WAITRESS
See you around. If you live through all of this of cou

LOIS
Yeah. That's debatable.

The waitress makes her way through the crowd as Lois turns the drink u
and downs it. Clark looks at her disapprovingly.

LOIS
Don't look at me like that.

CLARK
I'm just getting a kick out of this. I've never seen y
act like this before.

LOIS
I hate these things, Clark.

Clark grabs her and kisses her on her forehead.

CLARK
You'll do fine.

Clark holds her close to him for a moment. Hector Lopez walks back up
Lois giggles at this.

HECTOR
Clark! I was meaning to ask you....

He looks over at Lois.

HECTOR
Lois? Are you alright? You look mighty pale.

LOIS
Oh. I...I'm fine. Fine.

Lois looks away and giggles to herself. Clark looks at her.

HECTOR
Well. Anyway. Clark, I was meaning to ask you if...

CLARK
Lois? Are you sure you're alright? You do look a litt
pale

She continues to laugh as she turns away from him.

CLARK
What are you laughing at?

LOIS
I, I...don't know...I feel...funny...

She raises a hand to her forehead and Clark catches a glimpse of her
flesh which is now almost completely white. He grabs her and wheels h
around.

CLARK
Lois! Your skin!

But when she spins around Clark is horrified to see her face. She is
completely white. Her hair is turning green. Her lips are bright red
and a smile is plastered all the way across her face. Clark gasps and
this seems to make her laugh even harder and louder. Other people in
room are now turning around and staring at her. Clark looks around an
spots a faint hint of green fog beginning to pour out of the vents in
ceiling.

CLARK
Oh my God.

HECTOR
What's wrong with her, Clark?

CLARK
Lois?

LOIS
HA HA HA HA HA HA Clark HA HA HA HA

Lois stumbles to the ground still laughing. The rest of the crowd is
noticing the green fog and a murmur of panic begins to rise. Clark fa
to the ground and holds Lois in his arms. A MAN walks up to the podiu
on the stage and urges the crowd to stay calm. Small laughs and giggl
begin to come from the rest of the crowd. Hector coughs, grabs at his
throat and stumbles away.

CLARK
Lois? Lois?

Lois' laugh becomes louder and louder to an almost unbelievable level.

CLARK
Lois....stop! Stop! Please stop!

She continues to laugh and laugh, louder and louder until she suddenly
stops with a weird sort of clicking sound from deep in her throat. He
eyes glazes over and her head falls backwards, leaving her smiling dea
clown face staring back up at Clark.

CLARK
No. No. No.

Everybody in the room is now howling with laughter. Clark holds Lois
watches the madness unfold. Everybody's skin turns white. Everybody
laughs uncontrollably. People start to fall one by one. The man on t
stage falls dead, leaning against the podium, his head lands on the
microphone and sends a loud thud echoing through the room, followed by
feedback. Some fall down and land on the food table. Other's fall an
pull down banners. Clark just watches this all happen until the very
last one falls. The fog begins to fade away as he slowly lays Lois do
on the floor. He stands up and looks around the room at the dozens an
dozens of bodies sprawled across the room. The room is still filled w
the maddening sound of the feedback. Suddenly, a figure appears to th
side of the stage. Clark looks up to see HARLEY QUINN standing to the
side of the stage in her usual skintight red and black jester suit. H
face is immediately recognizable as the waitress that served Lois. Sh
stands and stares back at Clark for a moment with one hand on her hip
before turning and doing cartwheels over and over until she reaches th
podium. She pushes the dead man off the podium and raises her arms in
the air. The feedback finally stops.

HARLEY
Ta-da!!!

Clark moves closer to her, stepping carefully over the bodies. Harley
clears her throat then leans down into the microphone.

HARLEY
Ladies and Germs, boys and girls, children of all ages!
is my honor and pleasure to introduce your host for the
evening. I call him Mr. J. You probably know him bett
the Clown Prince of Crime! But no matter what you call
him...make sure you do it with a smile. Ladies and
Germs....put your hands together and give it up
for....JOKEEEEEERRR!!!!

Clark's eyes light up. He spins around to look at the double doors th
lead into the room. The doors fly open and there the JOKER stands in
purple suit and purple trench coat. His feet spread apart, his cane i
the middle, he leans forward with his wide brimmed purple hat covering
his face.

CLARK
Not you.

Joker laughs to himself before raising his head and looking at Clark.

JOKER
Am I late for the party?

Joker walks forward into the room and looks around.

JOKER
Boy. I've heard of dead parties but this is
riiiiiiiiidiculous.

HARLEY
Good one, Mr. J!

JOKER
I've done better.

HARLEY
Oh.

Joker looks at Clark again.

JOKER
Mr. Kent? How's the little lady?

CLARK
You son of a bitch.

JOKER
That's no way to speak to your host.

Clark brings his hands up to his tuxedo. He rips the shirt and jacket
open to reveal part of the Superman costume he is wearing underneath.

JOKER
HA HA! Getting serious are we? Well, step right over
Supes. We've got some business to discuss anyway.

Clark begins to make his way to Joker.

CLARK
I've got nothing to discuss with you.

JOKER
Ooooooh, such hostility. Before we get down to busines
there's just one request I'd like to make of you.

Joker opens up the side of his coat revealing a flower pinned on the
lapel of his suit.

JOKER
Smell this flower for me. I say it's new car smell. H
tells me it smells more like acid mixed with kryptonite
What do you think?

A stream of green acid shoots out of the flower, striking Clark on the
left side of his face. Smoke rises off his face as his skin burns. H
hands fly up and cover his face as he howls in pain and falls to his
knees.

JOKER
I guess I was wrong! HA HA HA Harley! Bring our winn
his valuable prizes! HA HA!

Harley runs over carrying a good sized chain with a large chunk of
kryptonite attached to it. Joker takes it from her and places it arou
Clark's neck. Clark falls over to the ground, in an obvious weakened
state, still clutching at his face.

JOKER
There you go. Look familiar? I borrowed it from a fri
It looks good on you I must say. Now let's...

Joker is interrupted by the sound of sirens.

HARLEY
It's the fuzz!

JOKER
How did those morons get here so quickly? Oh well. Go
end this quick. Time for our exit, Supes. But I'll le
you with this one parting shot.

Joker pulls a revolver from his pocket and aims it at Clark. He waits
moment before pulling the trigger. A loud bang reverberates through t
hall and a small flag pops out of the gun that reads "bang!".

JOKER
Whoops. Wrong gun. Let's try again.

Joker pulls another revolver from his pocket. He aims the real one an
fires 6 bullets into Clark's chest. Clark falls to the floor and blee

JOKER
Bye, bye, Superman. HA HA!!

Joker and Harley run out a side door. A second later two UNIFORMED
OFFICERS run in. They look around at the horrible mess of bodies upon
bodies. Clark moans on the ground and the two turn toward him. Clark
turns over on his back and the officers see the Superman shirt.

OFFICER #1
Oh my God. It's...

#2 grabs his radio.

OFFICER #2
We need an ambulance NOW!

The two run over to him.

OFFICER #1
Is it?

OFFICER #2
I don't know. He's bleeding.

Clark's eyes open.

OFFICER #1
Are....are you...

CLARK
..ch....cha.....chain.....

The officers see the chain around Clark's neck and immediately lift it
off of him. #2 takes it and throws it out of the room.

OFFICER #1
What happened here?

CLARK
Get away from me. Let me up.

#1 backs away from him as #2 walks back over.

OFFICER #1
You need to stay down. Your face...you..you're..hurt

CLARK
I'll....be..fine.

Clark strains to push himself up to his feet.

OFFICER #2
What happened to your face?

CLARK
Nothing.

Clark pushes his way past the officers.

OFFICER #2
Wait! You're shot! You can't leave.

CLARK
I'm fine now. (The wounds are no longer bleeding now t
the kryptonite has been removed)

OFFICER #2
But...where are you going? What happened here?

CLARK
Don't worry about it. I'll take care of it.

#1 walks up after him.

OFFICER #1
You can't just leave without telling us what the hell
happened! There's a hundred bodies in this place.

#1 grabs Clark's arm and tries to stop him. Clark stops.

CLARK
Let go of me.

OFFICER #1
Tell us what happened.

Clark looks up and spots another banner honoring Lois Lane, hanging fr
the wall.

CLARK
My wife. He killed my wife.

OFFICER #1
Who killed your wife? Who IS your wife? Where are you
going?

CLARK
I'm going to take care of this. Let me go.

OFFICER #1
No. I can't.

Clark swings his arm and sends the officer flying across the room.

OFFICER #2
Hey! You can't do that! Turn around!

#2 pulls his gun free and aims it at Clark.

OFFICER #2
Or.....or...I'll shoot.

Clark turns around, slow and menacingly. He looks the officer in the
face and laughs. He walks toward him.

OFFICER #2
Stop. I'll shot. I will.

Clark stops.

OFFICER #2
Take one more step and I'll shoot. I swear.

Clark lifts one foot up and holds it in the air. Finally he puts it b
down.

CLARK
There you go. Now shoot.

The officer hesitates.

CLARK
I didn't think so.

Clark begins to move toward him again. The officer finally pulls the
trigger. Clark simply raises his hand and catches the bullet before i
hits him.

CLARK
That was stupid.

He brings his arm back and slings the bullet back at the officer. It
explodes in the officer's stomach like it was fired out of a gun all o
again. He falls to the ground, yelling in pain and clutching at his
wound. Clark walks up to him and picks him up by his shirt.

CLARK
I want you to live long enough to deliver a message. Y
tell everybody what happened here. You tell them to st
out of my way. This is my business. I'll take care of
If anybody is as stupid as you and tries to stop me....
take care of them too. The Joker.....is mine.

Clark drops the officer to the floor and leaves the room.

CUT TO:


INT. MOTEL ROOM - MORNING

Superman wakes up in a sweat. He gets out of the bed and goes to the
window. He opens it and looks out over the city as the sun rises. Hi
frown turns to a slight smile. He picks his suit up off the floor.

CUT TO:


EXT. GOTHAM CITY SKYLINE - SUNRISE

The camera flys through the city as the sun continues to rise, past
various skyscrapers until it finds one building, The Victorian Hotel.
then zooms up the side of the towering building until it reaches the t


INT. VICTORIAN HOTEL - PENTHOUSE

The lavishly furnished penthouse apartment is dark except for a few be
of light coming through the blinds on the windows. The bald and
overweight LEX LUTHOR lays in the middle of the huge bed, a BLONDE
sleeping on his left side, and a REDHEAD sleeping on his right, both
naked. Luthor wakes up and rolls over the blonde to step out of the b
He strolls across the dim room, wearing silk pajama pants, and enters
bathroom. Inside the bathroom he picks up a bottle of pills, pops a f
into his mouth and swallows them. He pours a glass of water and begin
to drink it as the lights in the main room flash on. This startles hi
and causes him to choke down a gulp of water.

LEX LUTHOR
What the hell?? (Coughing)

Luthor puts down the glass and walks out of the bathroom. As he enter
the main room he is blinded by the bright light for a moment. He cove
his eyes with his arm and tries to look around.

LEX LUTHOR
Girls? What's going on?

After his eyes adjust to the light he looks at the bed. The girls are
gone, along with the blanket.

LEX LUTHOR
Girls?

SUPERMAN
Lose something?

Luthor spins around toward the room's main entrance. Superman stands
front of the door, one arm out-stretched, holding the blanket out in
front of him like a huge sack. Inside the blanket the two girls thras
around.

LEX LUTHOR
What...what are you doing here?

SUPERMAN
Taking out the garbage.

Superman opens the door and flings the sack o' girls out, they crash i
the hallway wall and slump to the ground. He slams the door shut and
walks toward Luthor.

SUPERMAN
I suppose I've always hated you, but I never thought yo
were stupid.

LEX LUTHOR
What are you talking about?

SUPERMAN
Out of all the places in the world, why would you pick
Gotham?

LEX LUTHOR
I, I don't...

SUPERMAN
Was it hide in plain sight? Was that it?

LEX LUTHOR
Listen. I...I..I don't know what your problem is but I
here on legit business. I'm going to call security...

Luthor goes for the phone but before he can get to it two red beams sh
out of Superman's eyes and melt the phone to the table.

SUPERMAN
I don't think so.

LEX LUTHOR
You son of a bitch! What the hell do you want with me?

SUPERMAN
Quit acting dumb, Lex. It doesn't suit you. You know
I'm here.

LEX LUTHOR
I don't have the slightest clue.

SUPERMAN
You killed her.

LEX LUTHOR
I didn't kill anybody. I don't have....

SUPERMAN
You killed her. Right in front of me.

LEX LUTHOR
Who?

SUPERMAN
Lois.

LEX LUTHOR
Lois? Lois Lane? I didn't kill her. Why would I kill
I didn't kill her. Why I wouldn't...

SUPERMAN
Because you finally figured it out.

LEX LUTHOR
Figured what out?

SUPERMAN
Me.

LEX LUTHOR
I...I....

SUPERMAN
You didn't have to kill her, Lex.

LEX LUTHOR
I didn't kill her!

SUPERMAN
Oh. Of course. YOU didn't kill her. You're an upstan
citizen aren't you? You couldn't even dirty your fat p
for her could you? No. You had to find the one person
sick and demented than yourself to kill her.

LEX LUTHOR
I did no such thing. I think you better leave, Superma
This is breaking and entering! You wouldn't want to ru
your reputation by..by..by breaking any laws would you?

SUPERMAN
The law? The law is shit to me. I am the only law you
ever have to worry about for the rest of your life and
is not going to be very long. I promise you that.

Superman begins to close in on Lex.

LEX LUTHOR
Listen....listen....I didn't kill her. I didn't hire
anybody. I have no idea....

SUPERMAN
The kryptonite, Lex! Did you really think I wouldn't
recognize that? You've tried to kill me with that old
kryptonite on a chain trick a dozen times. It was the
one.

Lex backs up into the wall and begins sliding to his right, toward an
entrance to the balcony.

LEX LUTHOR
Listen...

SUPERMAN
You listen. You've got two choices. Either you die ri
now or you give him up and I might change my mind.

LEX LUTHOR
Give him up? Give who up?

SUPERMAN
The Joker.

LEX LUTHOR
Joker?

SUPERMAN
Where is he?

Lex is now backed up against the glass door to the balcony.

LEX LUTHOR
How would I know?

Superman shoves Luthor through the glass. He lands with a thud in a p
of glass and his head violently cracks against the balcony's rail.
Superman walks out onto the balcony with him. He reaches down and pic
him up. He holds him up in the air, by the neck.

SUPERMAN
Tell me.

LEX LUTHOR
Oh, why don't you just go to Hell! You think I'm stupi
You're going to kill me anyway, so why would I bother
telling you a damn thing?

SUPERMAN
It might change my mind.

Luthor spits in his face. Superman just laughs and then moves toward
edge of the balcony. He holds Luthor out into thin air, nothing below
but the street, 100 floors down.

SUPERMAN
How much did it cost? A million? 2? 10? 20? What?

LEX LUTHOR
Kiss my fat ass!

SUPERMAN
Who else did you tell about me?

LEX LUTHOR
I'm not telling you a damn thing!

SUPERMAN
Fine.

LEX LUTHOR
But if it makes you feel any better, he wasn't supposed
kill Lois. He was only supposed to kill you.

Superman pulls him closer and looks at him eye to eye.

SUPERMAN
That's supposed to make me feel better?

LEX LUTHOR
Well...I tried.

SUPERMAN
I'll see you in Hell you son of a bitch.

He releases his grip and Luthor falls. Finally, after what seems
forever, Luthor splatters across the street below. Even all the way u
on the top of the building, the screams of tires screeching to a halt
the screams of onlookers can be heard. Superman leans over the balcon
and returns Lex's favor by spitting on him. Suddenly from inside the
room two of Lex's BODYGUARDS run into the room. Each holding a 9mm
pistol. Superman turns to see them. They stop in their tracks and op
fire as Superman moves back into the room and heads right for them. T
bullets bounce off Superman's chest, of course, and hit the walls,
ceiling and floor. Superman stops right in front of them as each gun
runs out of bullets. The bodyguards continue pulling the triggers but
get nothing but clicks. They finally stop and then just stare at
Superman in fear. Superman leans in and whispers.

SUPERMAN
What are you going to do now? Throw the guns at me?

The two bodyguards glance at one another, turn back to Superman, throw
their guns at him and then run out the door as fast as they can.
Superman laughs at them as they run for their lives.


INT. BATCAVE

The scene opens with a shot of the Batmobile. The camera pans away fr
it, moving pass a dinosaur statue, a giant penny and other assorted
oddities, to find Bruce Wayne sitting in front of a giant computer and
several monitors all tuned to different news stations. He is holding
brown folder and is flipping through it's contents. He still wears th
Batman suit except for the mask and cape. ALFRED stands beside him,
picks up an empty tea cup from the computer console and sets it on a t
next to a silver teapot. Bruce is obviously upset with what he finds
these papers.

ALFRED
Another drink, sir? Perhaps a bite to eat? Maybe a
sedative or tranquilizer? Perhaps you'd like me to ins
that new disco ball you ordered. Are you even paying a
attention to me?

BRUCE WAYNE
No, thanks.

Alfred huffs to himself as he pours Bruce a new cup of tea anyway and
sets it back down next to him. Bruce reaches for it immediately and
takes a gulp.

ALFRED
Find anything?

BRUCE WAYNE
Nothing. According to all accounts, the Joker is still
Arkham. Been a model prisoner even. Not one occurance
speak of since being locked up.

ALFRED
Well, how could our Metropolis friend be so adamant tha
Joker is responsible for what happened there?

BRUCE WAYNE
I have no idea. I don't see how it's possible. Even H
can't be in two places at once. It sounds like somethi
the Joker would do of course, but how?

ALFRED
Could it be an imposter?

BRUCE WAYNE
I don't know. Possibly. Maybe it was Harley acting on
own.

ALFRED
I take it you've told all this to Mr. Kent?

BRUCE WAYNE
I tried. He won't listen to me. I doubt if he'll list
anybody. He's not exactly Clark anymore.

ALFRED
If I may be so bold, Master Bruce, what are you going t
about all of this?

BRUCE WAYNE
I have no idea. (Pause) But it's a good thing we were
already working on the new suit. See if you can't spee
development on that. I may need it.

ALFRED
Yes, sir. You really think that will be necessary?

BRUCE WAYNE
Possibly.

ALFRED
Oh dear.

Alfred glances up at one of the monitors as Bruce continues to study t
papers.

BRUCE WAYNE
We might also....

ALFRED
Master Bruce, the tele, you may want to hear this.

Bruce looks up at the monitors. Every monitor tells the same story.
Various reporters all standing in front of the Victorian, the sun now
fully beaming down on the city. The background is filled with police,
on-lookers and emergency workers. Bruce taps a button and the sound f
one of the monitors turns on.

REPORTER
...a 100 story fall from the penthouse at the very top
the Victorian Hotel. In case you're just joining us le
repeat this. Metropolis' millionaire businessman Lex L
has apparently committed suicide by jumping from the ro
the Victorian, just after sunrise this morning. No wor
on why he did this or why he was in Gotham. All we can
right now is speculate at this point that he was here o
some sort of business trip. The police have this whole
block shut down until...

Bruce taps the console again to turn the volume back off.

BRUCE WAYNE
Prep the car while I call Gordon.

ALFRED
You do realize that the sun is up don't you, Master Bru

BRUCE WAYNE
This can't wait.

ALFRED
Taking a trip downtown, sir?

BRUCE WAYNE
No. I'm going to Arkham.


EXT. GOTHAM COUNTRY SIDE - DAY

The Batmobile flies down a dark, scary, winding road through the Gotha
countryside. Trees cover the road, almost completely blocking the
sunlight. Strange, evil, oddly shaped broken branches jettison over t
road. After the trees finally begin to fade away we can see a hill an
on this hill stands Arkham Asylum. The menacing gothic structure stan
alone at the hill's top. Even in daylight the area still seems dark.
huge spiked gate opens and allows the Batmobile to enter and continue
it's journey up the hill.


EXT. ARKHAM ASYLUM - ENTRANCE

The Batmobile is now parked in front of the building. Gordon and a
uniformed officer stand at the entranceway, Gordon sipping from a coff
cup. Batman exits the car and walks toward them, a look of determinat
on his face, he ignores Gordon and the cop and walks right into the
Asylum. Gordon gulps down one last drink, hands the cup to the office
and follows along behind him.


INT. ARKHAM ASYLUM

Batman enters the lobby. A SECRETARY sits at a desk. She looks up at
him nervously and then quietly points to her left to a long dark hallw
Batman turns and enters. Gordon jogs in, trying to keep up, tips his
to the secretary and follows. Batman walks down the dimly lit hallway
He reaches a huge iron door flanked by two SECURITY GUARDS. The guard
waste no time. They both turn to the door and each press in two keyca
on each side of the door at the exact same time. A huge clang can be
heard as the door unlocks. The guards pull it open, Batman and Gordon
enter. 2 guards are stationed on the other side of this door as well
take a step back as Batman charges past them. He continues down this
hall now as the iron door creaks shut behind him. He passes cell afte
cell until he comes to the very last one. Gordon has now quit trying
keep up with him and just walks at his own pace. Two more guards stan
at either side of the cell door. The plaque on the door reads "Name
Unknown". The guard on the left looks at Batman, Batman gives him a n
the guard pulls out a set of old fashioned skeleton keys and unlocks t
door.


INT. ARKHAM ASYLUM - JOKER'S CELL

The room is dark save for one light hanging in the center of the room.
The sound of pop goes the weasel plays, being cranked out of an old ti
jack in the box. The camera focuses on the door as it creaks open. W
the door is fully open we can only see the silhouette of Batman standi
the doorway and at this same instant, pop goes the weasel stops and we
hear the jack in the box jump open. He waits a moment before entering
the door behind him shuts. We then hear the sound of the jack in the
closing and the crank starting one more time. Batman looks around the
room. The middle of the room is dimly lit but the corners are engulfe
in darkness.
At the very edge of the light, the JOKER sits, with his back to Batman
We see mostly his green hair, only glimpses of his face, and those par
we can see are blanketed by darkness. We see his white hands, slowly
cranking the jack in the box, as he sits indian style on the floor.
Batman stands right behind him and begins to speak. Taking short paus
after ever sentence as if every word is being meticulously contemplate
before he speaks it.

BATMAN
I came to talk to you. We've got a problem. The both
us. For the first time in your life I need you to tell
the truth. It's for your own good.

He waits for a reply but doesn't get one.

BATMAN
Were you in Metropolis?

The jack in the box pops open again. Jokers pushes it back in and sta
cranking one more time.

BATMAN
Have you been out of the Asylum?

More cranking.

BATMAN
I don't want to talk to you anymore than you want to ta
me. But I need to know this. Listen to me. He's come
kill you, Joker. Do you understand me? Now I need to
know...

The jack in the box pops open. The Joker reaches down to close it aga
but this time Batman grabs him by the back of the neck and pulls him u
off the floor and to his feet, spinning him around.

BATMAN
You're going to talk to me one way or the....

Batman sees the Joker's face for the first time. His eyes light up in
mixture of astonishment and anger. He takes his gloved hand and wipes
across the Joker's face. The white skin wipes away. Batman releases
Joker and looks at the makeup on his glove. He looks back up at the
fake-Joker and grabs him by the collar in a rage.

BATMAN
Where is he?!?!

FAKE-JOKER
Please! Oh God...I....

BATMAN
Do you have any idea what you've done? What you have
unleashed?? Who are you??

FAKE-JOKER
Leave me alone!!

BATMAN
Let's see who you are.

Batman puts his whole gloved hand over the man's face and violently wi
the makeup off.

FAKE-JOKER
Get off me!! Somebody get him off me!!

The cell door crashes open, Gordon charges in followed by one of the
guards.

GORDON
Batman! No! Stop! That's enough! You can't treat hi
this way. Not while he's in here. Don't hurt him...

BATMAN
Fine with me. It's your mess anyway.

Batman grabs the man by his hair and pushes his face toward Gordon.
Gordon gasps.

GORDON
My God. Officer Briggs?? What the hell is going on he

FAKE-JOKER
He....he offered me so much money....I couldn't...

GORDON
What have you done?

Batman pushes him to the ground and just stands there staring at the
Fake-Joker as he grovels on the floor.

BATMAN
I'm going. I have to find him.

GORDON
Alright. I'll continue this. I'll let you know if I f
anything.

BATMAN
You won't find out anything from this slime.

Batman charges out. Gordon looks at the Fake-Joker.

GORDON
Where is he you piece of shit?

Then gives him a swift kick in the side.


EXT. ARKHAM ASYLUM - ENTRANCE

Batman storms out of the asylum and walks to the Batmobile. He opens
door and isn't shocked for one second to see Superman sitting in the
passenger seat, chair leaned back, feet propped on the dash.

SUPERMAN
Boo.

Batman ignores him and slides into his seat.


INT. BATMOBILE

The door slams shut, Batman cranks the engine and the car rockets away

SUPERMAN
Wasn't there was he?

BATMAN
No.

SUPERMAN
What a shock. Still not a believer?

BATMAN
This isn't about believing your story. It's about find
out the truth.

SUPERMAN
And my story is the truth.

BATMAN
It's also about catching him and bringing him to justic

SUPERMAN
Wow. Being preached justice by a masked vigilante. Ho
the kettle doing?

BATMAN
What do you want?

SUPERMAN
Oh, nothing. Just checking in on my old friend.

BATMAN
Friend? Me and you...we were never friends. But now w
not even allies. I warned you already, Clark. But the

SUPERMAN
Then what? Luthor? Give me a break. The world's alre
better place and he's only been worm-food a couple of h

BATMAN
I asked you to leave Gotham. You didn't. I tried to t
you to handle this the right way. You didn't. I'm no
longer asking you anything. I'm telling you....get out
my city. Don't make me kick you out of it.

SUPERMAN
HA! Kick me out of it? Are you dreaming?

BATMAN
I'm warning you for the final time. If I see you again
I'll....

Superman leans and sits up right now.

SUPERMAN
You'll what? What do you think you're going to do to m

BATMAN
Something you won't enjoy.

SUPERMAN
Like what?

Batman looks down the road and up. The car is now back on the tree-
covered country-road. Up ahead he sees a particular large, broken,
jagged branch sticking out over the road and pointing directly at the
car.

BATMAN
Something like this.

Batman pulls what looks like a flashlight from his belt. Superman's e
light up.

BATMAN
Don't forget that I know how to hurt you. And I'm one
the few with the resources to do it.

SUPERMAN
You wouldn't dare.

The light flicks on, a green beam shoots out of it and hits Superman i
the chest. Superman goes into a immediate painful reaction. He tries
reach for Batman but is too weak. Batman reaches down to the console
between the seats to press a button. But before he pushes the button,
his hand swipes across Superman's cape. Superman doesn't notice this
he continues to grope at Batman. Batman pushes the button. The
passenger seat ejects Superman up and out of the car so fast that he
can't respond in time in his weakened condition.


EXT. GOTHAM COUNTRY SIDE

Superman flies into the air and is impaled on the broken branch. It g
all the way through and sticks out of his back. The Batmobile continu
to speed down the road as Superman screams out in pain. He grabs the
branch with both hands and breaks it, causing himself to fall to the
ground. He stands up and yanks the branch out of his body, screaming
agony once again. He clutches at the wound and gives himself a moment
heal before looking up for the Batmobile. His face turns from pain to
anger before he fires straight up into the air.


INT. BATMOBILE

Batman keeps his eyes forward as the car continues to rocket away. We
are now out of the thick part of the trees again. Suddenly he hears a
high pitched sound, the sound a falling bomb might make. He looks up
time to see a red and blue flash dive out of the sky and into the hood
the Batmobile. The car stops immediately, a man sized hole left in th
hood and part of the car buried into the dirt road. Batman unbuckles
safety harness, but before he can exit, Superman's arm blasts through
bullet proof glass on the driver's side and grabs him by the throat.
is pulled violently out of the car. Superman holds him up and presses
him up against the car.

SUPERMAN
I've had enough of your warnings. It's my turn. You k
your ass out of my way, Batman. Or you'll be the next
take a fall. You got me?

BATMAN
I got you.

Superman doesn't see Batman's left hand reaching into his utility belt
until it's too late. Batman's hand comes up with the kryptonite beam
once again and shines it into Superman's face.

SUPERMAN
No!

Superman stumbles backwards and Batman takes his chance to clock him w
a right uppercut, knocking him to the ground.

SUPERMAN
You son of a bitch.

BATMAN
You think having all those superpowers makes you better
me? I know everything about you. I know every single
you got. But you don't know a thing about me. I've go
dozens of tricks you've never even dreamed of. (Pause)
do have the one thing I don't have though. A weakness.

SUPERMAN
(struggling) You have the biggest weakness of them all
You're human.

BATMAN
Wrong. Being human is my biggest advantage.

Batman puts the light away.

BATMAN
Now, get out of here. If we have to finish this we'll
finish it later.

Superman struggles back up to his feet. He walks right into Batman's
face.

SUPERMAN
We'll finish it. (Leans in closer) I promise you that

Then zooms into the sky and away. Batman watches him vanish into the
before turning back to the car. He reaches in and grabs a handset rad
Before he can speak, Alfred speaks to him.

ALFRED
Yes, Master Bruce?

BATMAN
Car trouble, Alfred.

ALFRED
I noticed. The Batwing is already on it's way, sir. S
be there any minute now.

BATMAN
Thanks, Alfred.

ALFRED
Just doing my duty, sir.


INT. BATCAVE

The camera pans past a row of mannequins all outfitted in various Batm
costumes. The original Robin outfit and then the standard one, two
different Batgirl suits and 4 different colored Batman suits. We then
see Bruce standing in front of a table, the mask pulled off and hangin
down his back. Alfred walks up behind him and assists him in taking o
the cape and cowl and setting them down. Bruce then pulls the gloves
and throws them down next to the cape. He leaves the rest of the suit
and makes his way toward the computer.

ALFRED
I'm afraid the damage to the car is quite severe, Maste
Bruce. It will take some time to repair it. A new one
would be less costly I believe.

BRUCE WAYNE
Don't worry about it for now. Just concentrate on gett
the new suit. I'm going to need it.

ALFRED
Yes, sir. I'm afraid that we have little time to conti
to add our latest modifications to the suit, therefore
have already begun computer simulations to make sure it
completely functional before we run a live test.

BRUCE WAYNE
That's fine. How's it looking?

ALFRED
Everything is fine so far, sir. I just wish we had mor
time to complete work on the un-finished weaponry.

BRUCE WAYNE
We'll just have to make do with what we have.

He taps a button and the computer loads the Joker file. The monitors
light up with different photos and videos of the Joker. One monitor
reads "Name: Unknown, Age: Unknown, Relatives: Unknown, Whereabouts:
Unknown."

ALFRED
Will there be anything further

BRUCE WAYNE
No, that's it.

ALFRED
Any ideas, sir?

BRUCE WAYNE
None. Pretty much all known Joker lackeys are in jail.
Only a couple are out there. Of course, Harley is one
them. She's the one I have to find. Where she is, the
Joker is. I just hope I find her before Clark does.

Bruce stares at the grinning face of the Joker as Alfred turns and hea
to the stairs that lead up to Wayne Manor.

ALFRED
I do hope you get some sleep, Master Bruce. You're goi
need it.

BRUCE WAYNE
I will. I've had my fill of sunlight for one day.

Bruce continues to stare at one particular picture of the Joker's
laughing face.

BRUCE WAYNE
I really don't know him anymore than Clark does. How c
two people hate so much without knowing each other?

ALFRED
I don't know, sir.

Alfred vanishes up the stairs. Bruce continues to stare at the monito
The monitor then fills the screen and the camera slowly zooms in on th
Joker's smile. The smile fades into Bruce's flashbacks of the Joker's
crimes. A montage of scenes follows. Scenes of him punching the Joke
in the face, Joker shooting at him with his acid in the flower trick,
etc. We then see flashes of dozens of faces, all of them murdered by
Joker with his lethal laughing gas. The montage finally slows and
settles down on one particular scene....


INT. GORDON'S APARTMENT

Gordon sits in a reclining chair, reading a paper. A knock is heard a
the door.

GORDON
Barbara, could you get the door?

BARBARA
Sure, Dad.

The young red-haired BARBARA GORDON walks into the room and heads to t
door.

GORDON
Going out tonight?

BARBARA
No. Not tonight. I thought I would just...

The door is kicked open before she can reach it. The Joker stands in
doorway, flanked by two THUGS. He pulls a .38 out of his pocket and
fires it into Barbara's stomach. The blast sends her backwards and do
through a glass coffee table. Gordon jumps out of his seat.

GORDON
Barbara!!! No!!!!

JOKER
Boy, she's a real bleeder.

Gordon charges at the Joker but the two thugs jump in the way. One
punches him in the face, knocking him out cold. The two drag him out
the room. Joker stands over the moaning girl. He pulls a camera out
his coat and snaps a picture. He then leans down and begins to undo
Barbara's blouse, exposing her bra.

BARBARA
Wh.....wha..why...are you...do..doing this?

JOKER
Because it's funny.


INT. HOSPITAL ROOM

We cut in a flash to Barbara's hospital room. Batman, Bullock and a
Doctor stand over her. She lies unconcious in the bed.

DOCTOR
She's sleeping now. The bullet went through her spine.
legs will most likely be completely useless I'm afraid.
sorry, there was nothing we could do.

The doctor waits for a reply but doesn't get one. Bullock nods at the
door and the doctor leaves the room.

BULLOCK
The neighbor found her. She found her in a state
of...um...of undress. The Commish was gone and...

BATMAN
Undress?

BULLOCK
They didn't tell you? He removed her clothing. AFTER
shot her. We....we found a lens-cap. We believe that
took some pictures. Of her. I'm sorry, I thought you

BATMAN
I didn't.

BULLOCK
He's a sick one.

BATMAN
Yes. Could you leave us for a moment?

BULLOCK
Yeah..um...I guess.

Bullock turns and walks to the door. He turns back and glances at Bat
one more time before exiting. After the door shuts, Batman takes his
glove off and reaches down. He lightly touches Barbara's face with hi
bare hand.

BATMAN
Barbara? Barbara, can you hear me? It's me. It's Bru

Barbara's eyes flutter open.

BARBARA
Bruce?

BATMAN
I'm here.

Her eyes tear up immediately and she tries to lean up to grab hold of
Batman but can't. He reaches down to return the embrace. She rests h
head on his massive shoulder and sobs.

BARBARA
Oh....God.. It was him. Bruce, he...he....

She pulls away from him but holds on to his cape by both hands which
helps prop her up.

BARBARA
He took him. He took my Dad, Bruce. He took my dad.
God. He took him.

BATMAN
I'll find him. I'll bring him back.

BARBARA
Please. Bruce. He's gone too far. Please find him.
when you find him you have to promise me one thing.

BATMAN
Anything.

BARBARA
Promise me...promise me that you'll kill that, that mon
Please promise me. You've got to promise me that. He'
sick man. He deserves to die for what he's done to me.
what he's done to everybody. He NEEDS to die. Please.
Promise me...Bruce...promise me.

Batman looks her in the face as she struggles to maintain a grip on hi
cape.

BATMAN
I.....I promise.


INT. DARK EMPTY ROOM

Another flash and we're in a dark room. In the middle of the room is
cage. Inside this cage sits Jim Gordon. He is naked and he sits with
his legs folded up to his chest, his arms resting on his knees and his
face hidden. Scattered all around him are dozen of pictures of his nu
daughter, blood still running from the wound in her stomach. From out
the darkness, Batman emerges. He runs up to the cage and yanks the do
open.

BATMAN
Jim? Jim? Are you okay? Jim?

Gordon looks up at him, his face covered by tears.

GORDON
Oh God.

Batman reaches in and helps Jim out of the cage.

BATMAN
It's alright, Jim. Come on.

Jim sits on the floor, Batman kneeling in front of him. Batman remove
his cape and drapes it around Gordon.

GORDON
Oh God. He shot my daughter. He shot her.

BATMAN
I know.

GORDON
Is...is she dead?

BATMAN
No.

GORDON
He, he showed me...pictures. He tried to drive me mad.

BATMAN
I know. It's alright now. You're going to be fine. T
police are right behind me. I'll stay with you untill
get here.

Gordon's sobbing subsides and begins to turn to anger.

GORDON
No. No, you can't. I'll be fine. He just left. You
to go after him. You have to catch him. You have to b
him in.

BATMAN
I will.

GORDON
And don't lose it. I can tell where your head is. You
bring him in by the book.

BATMAN
I'll do my best.

GORDON
By the book, Batman. We have to show him. We have to
him that our way works.

BATMAN
If that's what you want.

GORDON
That's what I want.


INT. HOSPITAL ROOM - DAY

Flash back to Barbara's hospital room. Barbara sits in a wheelchair
looking out the window, hands folded on her lap. Bruce Wayne stands a
few feet behind her clutching a bouquet of flowers with both hands.

BARBARA
All these years, Bruce. I spent half of my life puttin
that Batgirl suit and going out there and getting the h
beat out of me. Then I'd come back home and have to li
my own father about it. But I did it. I did it to hel
you. To help all of you. Batman, Robin and Batgirl.
three of us did some amazing things together.

BRUCE WAYNE
Yes we did.

BARBARA
At first I thought I was special. I mean, I knew who B
was. My own dad, one of Batman's only friends, doesn't
know who he really is. But I did. What a privilege th
is. (Pause) But you know what? You always made me fe
like shit about it. You always made me feel like the t
wheel. Even the papers. It was always Batman and Robi
Batman and Robin. What credit. I risked my life a tho
times and never got anything for it. Of course, I neve
asked for much either. Getting credit wouldn't matter
long as I got respect. Just respect. Just YOUR respec
That would've made me happy. But I never got it.

BRUCE WAYNE
Barbara, please. I never meant to...

BARBARA
Meant to what? Destroy me? Because that's what you di
Sure, the Joker, he broke my body. But you. You broke
everything else. My will, my spirit...my heart. I've
asked you for one damn thing. I've respected you, I've
trusted you and I've loved you, even though you've neve
returned any of it...but I've never asked you for a dam
thing. Last week was the first time. It was the one t
that I needed more than anything. It was something tha
to happen. And you promised me it would.

BRUCE WAYNE
I couldn't do it. Jim....he asked me...

BARBARA
You made a promise. You didn't keep it. As far as I'm
concerned, it's over. The friendship we had....it's do
I can no longer trust you, Bruce.

BRUCE WAYNE
Barbara, please. You've been through a lot. You're ov
reacting.

BARBARA
Over-reacting? I'm never getting out of this chair, Br
It's over. I never want to see you or talk to you ever
again.

BRUCE WAYNE
Please...

BARBARA
Leave. Walk out that door and stay out of my life.

BRUCE WAYNE
Barbara, I care for you a great deal.

BARBARA
Sure you do. That's all you do. You care for me but y
don't love me. You can't. You can't love anybody. Lo
Dick. He loved you like you were his own father. But
never told him you loved him back did you? I'm sure yo
"cared" for him though. Look at him now. He left you
he still hasn't come back. How many times have you tal
to him in the past year?

BRUCE WAYNE
I've tried to...

BARBARA
I didn't think so. I talk to him every week. Every we
Bruce. And we only talk about one thing every week. Y
Do you know how bad he wants to pick up that phone and
your voice on the other end?

Barbara wheels her chair around and looks at Bruce for the first time.

BARBARA
You don't have a clue do you? The more I think about i
the more I realize just how much you have in common wit
Joker. He destroys people without hesitation. And so
you. Dad, Dick, Me, Jason, Alfred, yourself. You've d
it to all of us. It's time for to you move on and dest
somebody else. So go.

Bruce walks to the door and grips the handle.

BRUCE WAYNE
I'm sorry.

He drops the flowers on the floor and walks out.


INT. OLD DARK HOUSE - BASEMENT

Another flash cut to SARAH GORDON, Jim's wife and fellow officer,
creeping down a dark staircase to a dark basement, gun drawn and ready
She reaches the basement and fumbles on the wall for a light switch.
finds one and the lights flash on. The lights aren't very bright but
they're bright enough for her to see 5 babies laying on the ground. T
light wakes them up and they begin to sob.

SARAH
Oh my God.

She looks around the room to make sure she is alone with the children.
She holsters her weapon and pulls a hand-held radio out of her pocket.

SARAH
Jim!

GORDON (ON RADIO)
Here.

SARAH
I found them. They're alive.

GORDON (ON RADIO)
Thank God. On my way.

SARAH
Hurry.

GORDON (ON RADIO)
I will.

She switches the radio off, puts it away, reaches down and picks up th
baby that seems to be scared the most and cradles him.

SARAH
Shhh. It's okay now. I'm here.

Camera zooms in on her face as she talks to the baby.

JOKER
Isn't this touching?

Camera pans back to show the Joker press his gun to the back of her he
Harley comes rushing down the stairs and stands in front of Sarah.

HARLEY
My babies! What have you done to my babies?! Get away
'em!

Sarah watches her pick up one of the babies and caress it in her arms.

HARLEY
Mommy's here, little one.

Sarah watches Harley tickle the babies face before looking back down a
the baby in her own arms.

JOKER
Put 'em up copper.

Sarah slowly and gently places the baby back down before standing up
straight and putting both hands in the air. Joker keeps the gun press
against her skull the whole time.

JOKER
Poor kid. We'll probably have to send that one back fo
replacement now that you touched it. I just hope the
warranty is in effect. You did mail that little card b
didn't you Har?

HARLEY
Sure thing, Mr J!

SARAH
You two are disgusting.

JOKER
Now, now.

Fear begins to creep in on Sarah's face as Joker reaches around with h
free hand and pulls Sarah's pistol from it's holster and tosses it asi

SARAH
Give yourself up, Joker. The entire force is on it's w
over here. You'll never make it out of here.

JOKER
Give up? Why, this is my home. And I believe you're
trespassing, officer.

He cocks the hammer back.

SARAH
Don't do this.

JOKER
And why not?

SARAH
Don't make it any more personal than it already is.

JOKER
Personal?

HARLEY
You were the one that was trying to steal my babies you
old witch!

JOKER
Yes, officer. You were trying to steal her babies!

SARAH
They're not yours.

JOKER
Oh, really? How about you take another look see?

Sarah looks back up at the baby Harley is holding. Harley turns so sh
can see the babies face. The baby is white except for it's huge red
smile.

JOKER
It's got it's daddy's smile doesn't it!

HARLEY
Yeah. And his mother's skin complexion.

SARAH
NOOOO!! You monsters!

JOKER
Now, now..

HARLEY
Uh oh. Mr, J. I think it's dead!

JOKER
Well that's fine, snookums. We've got 4 more to play w

HARLEY
Oh yeah! That's right!

She tosses the dead baby over her shoulder and picks up another one.

JOKER
Say goodnight, Gracie.

HARLEY
Goodnight!

JOKER
Not you.

HARLEY
Oh. Who then?

He pulls the trigger and Sarah's head explodes. Blood landing on the
remaining children and on Harley.

HARLEY
Oh. Her!

JOKER
Let's go.




EXT. OLD DARK HOUSE

Flash cut to Batman, Gordon , Bullock, Montoya and the Joker standing
the house's porch. Joker with his hand's cuffed behind his back, Gord
in front of him with his shaking pistol stuck in the Joker's face. The
other three stand around them.

BATMAN
Don't do it, Jim.

BULLOCK
Listen to him, boss.

GORDON
I can't let him live. Not anymore.

BULLOCK
He's just a piece of trash.

MONTOYA
Please don't, sir.

BATMAN
He's not worth it.

GORDON
I have to.

BATMAN
No, you don't.

GORDON
Yes I do.

BULLOCK
Don't throw your career away. Think about this, Commis

GORDON
My wife. He killed her. My daughter. I don't care ab
my career anymore.

BATMAN
I know. But please, listen to us.

He cocks the hammer back.

MONTOYA
No! Jim, don't!

GORDON
My wife!

BATMAN
I know how you feel, Jim.

GORDON
No, you don't. You can't. First my daughter and now m
wife.

BATMAN
He's stolen lives away from me as well, Jim.

GORDON
He can't do this anymore.

BATMAN
Think about Barbara. She needs you. If you do this, y
end up in prison yourself. You'll be a killer just lik
him. Don't throw your life away over him.

GORDON
I just want my wife back. I want my daughter to live a
normal life.

BATMAN
Killing him won't fix that. Nothing will. I know exac
what you're feeling. I go out every night and try to h
my wounds by causing others. It never helps.

GORDON
He can't go on doing this. He's gone too far.

BATMAN
Yes, he has. So have I. We've all gone too far. But
have to show him, Jim. We have to show him....that our
works. We have to show him...

Gordon's hand begins to shake more and more. Batman slowly reaches up
places his hand over Jim's and lowers the gun down. Jim's head follow
it down. He doubles over and begins to sob. Bullock and Montoya grab
the Joker and drag him away. Batman puts a hand on Gordon's back.

BATMAN
Go home, Jim. Go to Barbara.


EXT. RIGHT OUTSIDE A RUNDOWN WAREHOUSE - NIGHT

Another flash and we see the Batmobile screeching to a halt in front o
warehouse. ROBIN leaps out of the car before it's fully stopped and r
toward the building. Batman steps out of the car. He stays by the ca
and yells at Robin.

BATMAN
Robin! Wait!

ROBIN
My Mom is in there and the Joker could be with her! I
have time to wait!

BATMAN
It could be a trap!

ROBIN
And she could be in trouble!

Robin runs at full speed and reaches the building. Batman slams the d
shut to the Batmobile. Robin opens the warehouse door and looks in.
looks back at Batman.

ROBIN
She's here!

BATMAN
I'm coming, hold on.

Robin doesn't listen and instead charges into the building.

BATMAN
Dammit. Robin!

Batman takes a few steps toward the building and then the building
explodes and collapses, knocking him on his back. Pieces of debris la
all around him. After the initial fog of smoke and dust begins to cle
away he pushes himself back up to his feet and sees the destruction
before him. The building is completely leveled.

BATMAN
No. No! Robin!! Robin!!! Oh my God. Jason!!!! God
not Jason.

He runs to the wreckage and begins shifting through burning wood. The
ends of his cape catching fire and burning off.

BATMAN
Jason! Where are you? Please God. Let him be alive.
Jason!!

Suddenly he spots something a few feet away. A piece of yellow cloth.
He runs to it. He moves some smoldering wood away and sees the rest.
Jason Todd, Robin, lying on his stomach. His uniform smoking and in
tatters, his body a bloody mess. He turns him over on his back, looki
for signs of life. He grabs the boy's wrist in a futile attempt to fi
a pulse. He then slumps down beside him. He pulls Robin up and squee
him tightly to his chest as tears begin to trickle out from under the
mask.

BATMAN
Why didn't you listen to me? Why didn't you wait? Why
Why...why....why didn't I stop you?

He then stands up, cradling the boy in his arms. He looks up in the s
and screams.

BATMAN
NOOOOOOOOOOOO!!!!!!


EXT. WAYNE MANOR - FAMILY PLOT - DAY

Another flash and we see Bruce and Alfred standing beside two freshly
covered graves. One tombstone reads Sheila Todd and the other reads
Jason Todd - A Good Soldier. A single dead spooky Sleepy Hollow tree
stands near the graves. Alfred pats Bruce on his shoulder, Bruce turn
to leave. Alfred follows him as Bruce walks with purpose back toward
Wayne Manor.

ALFRED
Should I call Master Dick, sir?

BRUCE WAYNE
No. I'll handle this by myself. No help from now on.
That's the way I want it.


INT. BATCAVE

A flash transition to Batman standing in front of the computer, holdin
envelope. He opens it and pulls out a joker playing card. He flips i
over and sees "B. Crime Alley. J."


EXT. CRIME ALLEY - NIGHT

We flash to Batman crouching on a roof-top overlooking Crime Alley.
Batman hears footsteps behind him and spins around to find a familiar
figure waiting.

BATMAN
Superman.

Superman, in his normal state.

SUPERMAN
Hello, Bruce.

BATMAN
What are you doing here?

SUPERMAN
Alfred asked me to stop by.

BATMAN
Alfred?

SUPERMAN
He tried to call Dick even after you told him not to.
couldn't find him so he tried me and he lucked out.

BATMAN
Why?

SUPERMAN
Because he's scared of what you might do. This isn't t
way things work. This isn't the way you work. You kno
that.

BATMAN
Things are different now.

SUPERMAN
I've also talked to Gordon. I told him you were planni
kill the Joker. He approves of my being here.

BATMAN
So?

SUPERMAN
I'm here to talk sense into you. But if that doesn't w
have been authorized to stop you. Any means neccessary

BATMAN
Why? What does it matter? It's just the Joker.

SUPERMAN
The fact of the matter is that if you kill him, you bec
the criminal. Don't tarnish everything you've built fo
yourself, Bruce.

BATMAN
If I let him go unpunished then everything I built was
lie.

SUPERMAN
I don't know everything. Alfred didn't have time to fi
in but he did tell me about Jason. Jason was the new R
wasn't he?

Batman turns back toward the alley.

BATMAN
Yes.

SUPERMAN
I'm sorry to hear that. He seemed like a good kid.

BATMAN
He was. Jason was the best and the Joker murdered him.
was horrible. And even more horrible than having to pi
his body out of that wreckage was having to hide all th
evidence of what he was so nobody would find out my own
pathetic secrets. I buried him and his mother on my ow
property. I've kept it secret from everyone. Jason's
living overseas I say. I hate myself more than I hated
Joker that day. I still do.

SUPERMAN
You have proof that he did it?

BATMAN
No, not really. Nothing that would stand up in court.
I know and that's all that matters. He was blackmailin
Jason's mother. Jason never really even knew his mom.
never really knew him, she had to give him up when she
pregnant. She had no idea he was Robin. Joker didn't
have a clue who he was blackmailing. From what I can
figure, after she did what he wanted, he tied her up an
a bomb next to her. We found her. Robin ran in to sav
mother he barely knew out of nothing but blind uncondit
love and then he was gone. And now I have to see that
building exploding in my mind every second of every dam
day.

SUPERMAN
I'm sorry for your loss, Bruce. But don't do anything
stupid. You can't put your personal vengeance above th
you've sworn to uphold.

BATMAN
Spare me your boy scout sentimentalities, Clark.

SUPERMAN
Listen to me...

Batman spots something.

BATMAN
Wait. He's here. He's down in the alley, waiting.

SUPERMAN
Don't go down there, Bruce. You know it's a trap.

BATMAN
I have to. I owe Jason that much. You stay here.

SUPERMAN
If you want. But if things get out of control, I'm com
down.

BATMAN
Stay here.


EXT. CRIME ALLEY - NIGHT

Flash to the middle of Crime Alley. Batman stands a few feet in front
the Joker.

BATMAN
One last chance. Return to Arkham and turn yourself in

JOKER
What if I don't? What are you going to do, get your li
assistant to beat me up?

He laughs as Batman stares at him in disgust.

JOKER
Listen, Bats, I had no idea that birdbrain was going to
into that building and go boom. I didn't plan it. But
I heard what happened through the old grapevine I reall
felt bad for the poor boy. But I'd loved to have seen
face when you found what was left of the brat. Set you
the deep end, didn't it? Or, oh, oh, wait, maybe...jus
maybe...you're glad to be rid of the little boy always
tugging at your cape?

BATMAN
You always know exactly the wrong thing to say don't yo

JOKER
I AM a special one.

BATMAN
But I do thank you for making this much easier on me.

JOKER
Well then, let me make it a little harder on you.

The Joker taps his cane on the ground two times and 4 GOONS run out fr
behind the dumpsters in the alley.

JOKER
Get him boys.

One goon has a gun. Before he can level and fire at Batman, a bataran
has knocked the gun away. Two goons run up and Batman knocks both of
them back with one roundhouse kick. The fourth comes from behind and
jumps on his back. He keeps Batman occupied long enough for the other
three to join in on the attack. They punch and kick at Batman until h
falls to his knees. Joker walks up and watches it.

JOKER
Sorry Bat-ham. Just wanted to rub it in a little bit.
let these boys show you a good time. I've got other pl
Sorry to rush but I simply MUST take my leave.

A car pulls up at the end of the alley and out hops Harley Quinn. She
whistles and Joker turns to wave to her.

JOKER
Oh...toodles! My ride has arrived, Batman. Goodbye fo
now.

Joker walks to the car as the beating continues. He and Harley get in
and pull away. The 4 goons continue to kick away at Batman. After a
minute he begins to power his way back up to his feet. It seems the
kicks have stopped having an effect. He stands up-right with the goon
still on his back and the other three punching and kicking at him. He
swings forward and uses the goon on his back to knock down the other
three. All four land in a pile on the ground. Batman then goes on th
offensive. He picks one up by the hair and slams him head first into
brick wall. Another gets up and charges him. Batman kicks him betwee
the legs and stops him cold. He then grabs him by his shirt and tosse
him into the dumpster. The other two run at him at the same time. Th
one ofn the left swings but Batman catches the fist. The one on the
right does the same and Batman catches his fist as well. He twists wi
all his strength and both men's shoulder's crack. They scream out in
pain as their shoulders seperate. He then grabs them and knocks their
heads together. They both fall to the ground. He turns and heads tow
the entrance of the alley but Superman drops from the sky and lands ri
in front of him. Batman shows no emotion as he sees what Superman has
done. Under one arm struggles Harley Quinn, the other arm holds the
Joker.

JOKER
This isn't funny! Let me down!

HARLEY
Yeah! Let us down you...you...spandex wearing...supert

SUPERMAN
I hope this isn't a mistake.

He drops the Joker to the ground. Joker stands up and brushes himself
off.

JOKER
You're going to hear from my lawyer!

HARLEY
Yeah! And he's a really good lawyer too!

Superman reaches up and pushes Joker hard in the back, knocking him al
the way into Batman. Batman grabs him by the collar and glares at him

JOKER
Uh-oh.

SUPERMAN
He's yours, Batman. Do with him what you want. But pl
make the right choice.

Joker looks at Batman's face and swallows hard.

JOKER
That stuff I was saying before...I...I was just joking.
Joking. You know me! Don't take it so personal.
Besides...blowing up birdbra...uh...Robin. Blowing Rob
up, it was a mistake. I didn't know he would be in the
It was an accident. Cross my heart, hope you die. HA H

HARLEY
Ha!

BATMAN
You make me sick. I should kill you.

JOKER
If you kill me, what'll you have to occupy your time?

BATMAN
The memories of killing you.

Joker's smile vanishes.

JOKER
Good answer.

SUPERMAN
What's it going to be, Batman?

Batman stares at the Joker's face a moment, then tosses him back to
Superman.

BATMAN
You take him. Turn him in.

He turns away.

SUPERMAN
You made the right decision.

BATMAN
I hope so.

Batman pulls the grapple gun from his belt and fires it upwards. He t
flies upwards, back to the rooftop. He stands on the roof and watches
Superman fly away, Harley and Joker's legs kicking around his back. H
waits until he can no longer see them and slumps to the ground.

BATMAN
I'm sorry, Jason. I'm so sorry.


INT. WAYNE MANOR - BEDROOM - EVENING

(Flashbacks end) Bruce wakes from his nightmares with a jolt and sits
in his bed. He regains his senses and looks around the room. He
realizes where he is and puts his face in his hands. He looks back up
a nearby window. He sees the sun is going down so he pulls himself ou
of the bed and gets ready to go to work.


INT. WAYNE MANOR - HALLWAY

Bruce walks out of his bedroom in a robe and is greeted by Alfred,
carrying a tray loaded with food and drink.

ALFRED
I was just on my way to wake you, sir. Your dinner is
ready.

BRUCE WAYNE
Thank you, Alfred, but I don't have time to eat.

ALFRED
You should really eat first. You may need your strengt

BRUCE WAYNE
I have to get going. I have to find him.

ALFRED
Very well. Shall I prep the Batwing?

BRUCE WAYNE
No. I'll just use the old car.

ALFRED
Yes, sir.

BRUCE WAYNE
Do you ever actually eat or sleep yourself?

ALFRED
Who do you think eats everything you pass up?

The scene fades away into a 2 minute montage of Batman prowling the
streets of Gotham in a different Batmobile. We see him showing variou
thugs a picture of the Joker and interrogating them. He roughs some o
them up. But finds no answers.


EXT. BOBBY'S JOINT - NIGHT

Bobby's Joint is one of the oldest and dirtiest hangouts in Gotham. T
Batmobile screeches to a halt directly in front of it. Batman steps o
and immediately notices the windows are broken and the front door is
kicked in. He walks inside.


INT. BOBBY'S JOINT

Batman looks around the room. The room is completely destroyed. The
customers and workers alike are all sprawled out on the floor. Some
dead, some moaning in pain. Batman sees a WAITRESS on the floor. Her
nose broken. She reaches up and pulls at his cape. He leans down to
her.

BATMAN
What happened here?

WAITRESS
It....it was Superman. He...kept asking...asking for t
Joker.

BATMAN
Did anybody tell him anything?

WAITRESS
No. Nobody here knows the Joker. He's too high up for
place like this.

BATMAN
I'll call for help. Hang on.

WAITRESS
Thanks. I don't suppose you could fix me a drink?

Batman turns and heads to the exit as the Waitress lays back down.


INT. BATMOBILE 2

Batman enters the car and closes the door behind him. He presses a
button on the roof.

BATMAN
Alfred?

ALFRED
Sir?

BATMAN
You have my location?

ALFRED
Of course, sir.

BATMAN
Call the police and get them out here right away.

ALFRED
Right. By the way, someone wishes to speak to you.

BATMAN
Who?

ALFRED
On the computer, sir.

A look of recognition flashes across Batman's face.

BATMAN
Alright. Patch it through.

He taps a few more buttons and a small computer screen pops up on the
dashboard. He speaks and the computer types what he says almost
immediately and we see it flash across the monitor.

BATMAN
Oracle?

THE ORACLE
Yes.

The Oracle's words appear on the monitor as well, but the computer als
reads the words out loud in a soft, robotic-like feminine voice.

BATMAN
You have something for me?

THE ORACLE
Yes.

BATMAN
The Joker?

THE ORACLE
No. I have tried, like you. I've found nothing, like

BATMAN
What is it then?

THE ORACLE
While I can't help you with your search, I CAN tell you
you are not the only one searching. Someone is searchi
for you.

BATMAN
Superman?

Cut to a closeup shot of a woman's hands typing away at a keyboard.

THE ORACLE
No. Someone else. A woman. She is trying to find you
From what I have seen, she intends to find you tonight.

BATMAN
Who is it?

Cut back to Batman.

BATMAN
What does she want?

THE ORACLE
I can't be certain but I believe she wishes to help you
believe she has information for you.

BATMAN
What kind of information?

THE ORACLE
I don't know.

BATMAN
Anything else?

THE ORACLE
Just a question.

BATMAN
What?

THE ORACLE
Do you think you can handle them both alone?

BATMAN
I don't know.

THE ORACLE
He's ready to listen, if you ask.

BATMAN
Who is?

The monitor stops typing and reads "connection terminated". Batman
watches the monitor lower back into the dash. The sounds of sirens ca
be heard in the background. He looks up to see the flashing lights
heading his way. He turns the car on and speeds away.


INT. COMPUTER OFFICE

We open on a shot of the monitor. The monitor shows the end of the
Batman/Oracle conversation. A woman's hand reaches up and switches th
monitor off. The camera follows her away from the monitor and down.
hand goes down and grips the wheel of a wheelchair. The chair rolls b
from the computer and the camera pans out to reveal Barbara Gordon in
massive computer room. She wheels out of the room and the door closes
behind her.


EXT. KITTY KAT CLUB - NIGHT

The Batmobile pulls up in front of the Kitty Kat Strip club.

CUT TO:


INT. KITTY KAT CLUB

The interior is your average strip club. Driving techno music plays,
women dance, men stare and drink. Batman enters through the main door
and a huge BOUNCER steps in his way, putting a hand on his chest to st
him. The whole club comes to a dead stop and watches.

BOUNCER
What do you want?

BATMAN
Move.

BOUNCER
We don't need your kind around here.

BATMAN
Out of the way.

BOUNCER
We don't want any trouble, so take a hike.

BATMAN
I'm not here to cause trouble.

BOUNCER
Good. Then turn around and walk right back out.

BATMAN
Either you let me pass or you breath through a tube for
rest of your life. Which is it?

The bouncer pulls his hand back and puts his hands on his hips, blocki
Batman's way.

BOUNCER
That costume doesn't scare me, freak.

BATMAN
Have it your way.

In a split second, Batman's hand strikes out and jams into the bouncer
neck. The bouncer immediately clutches at his throat. Batman grabs h
by his collar and tosses him out the door, to the sidewalk. He walks
Everyone focuses on Batman as he walks through. He reaches the back o
the club and enters a door marked private and heads up a flight of
stairs.


INT. KITTY KAT CLUB - SELINA KYLE'S APARTMENT

Batman reaches the top and enters the apartmen. The apartment is very
feminine and lots of cat items decorate the room. Everything looks
classic. The apartment looks like it fell right out of the 40's. A
Siamese cat walks up and rubs on Batman's leg.

BATMAN
Hello, Cleo.

SELINA
Hello yourself.

Batman looks up to find SELINA KYLE standing outside the bathroom door
a 40's style bathrobe, drying her long black hair with a towel.

SELINA
Never expected to see you in a place like this.

BATMAN
Never expected to see you in one either.

SELINA
You always wanted me to go straight.

BATMAN
Yes. I know. Don't know if this is very straight.

SELINA
Better than getting chased around by you every night.

BATMAN
You lost a bouncer. You could've at least put my name
the list.

SELINA
Why? I thought you always used the window.

BATMAN
I will now.

SELINA
So is this business or personal?

BATMAN
Business.

SELINA
Of course. It's always business with you isn't it? Ev
when it gets personal it's still business.

She throws her towel away.

BATMAN
The Joker.

SELINA
What about him?

BATMAN
Have you seen him?

SELINA
No. Of course not. Why would I see him?

BATMAN
You've worked with him in the past.

SELINA
Yeah, in the past. If I was still running with guys li
the Joker I wouldn't be the owner of a second rate stri
club. And you'd probably be dead. I do know who you a
under that mask now you know.

BATMAN
Yes, I know. It was a long shot. Maybe you overheard
something somewhere. I've looked everywhere.

She moves to a bar and pours herself a drink.

SELINA
This Superman business. It's true?

BATMAN
Yes

SELINA
What's his deal?

BATMAN
He's here to kill the Joker.

SELINA
Why?

BATMAN
Long story.

SELINA
And you're trying to find Joker before he can?

BATMAN
Yes.

She gulps down her drink, sets it down and moves closer to Batman.

SELINA
I can't help you, Bruce. If I hear anything I'll let y
know.

BATMAN
Thank you.

She stares at him a moment.

SELINA
I can't wait here forever, you know.

BATMAN
I know.

She runs her hand down his face.

SELINA
I keep waiting and hoping that you'll finally give all
up, get rid of the mask, settle down and make a go of a
normal life. Just the two of us. (Pause) I've taken
my mask, it's only fair that you take off yours.

BATMAN
I'd like to.

SELINA
Then why don't you take it off right now?

BATMAN
It's not time.

SELINA
When will it be?

BATMAN
I don't know.

She turns and walks away from him. She goes to a window and looks out

SELINA
Well, whenever it is, you know where to find me.

BATMAN
I tried to tell you not to wait on me.

SELINA
I know. But I did. And I guess I might as well ride i
at this point. Just don't go out there and get yoursel
killed. I'm not waiting all this time just so I can ma
corpse.

BATMAN
I have to go.

SELINA
I know. You're being paged.

She points out the window, the Batsignal is shining across the sky. S
turns around to see the door closing.


EXT. POLICE HQ - ROOF - NIGHT

Open on the side of the signal as Batman's gloved hand reaches up and
switches it off. He looks around but doesn't see anyone. He walks
around the signal and around the entrance to the building and spots a
figure sitting on the ledge at the far end of the building. He quietl
walks over to the figure.

HARLEY
Finally made it huh?

BATMAN
Yes.

Harley stands up and turns toward him. She has been crying.

HARLEY
Didn't expect ME did you?

BATMAN
How'd you get up here?

HARLEY
Come on. Give a girl a little credit. The cops ain't
got their paws on me before have they?

BATMAN
No.

HARLEY
(She looks him in the eye for a moment before speaking)
it true?

BATMAN
What?

HARLEY
Superman.

BATMAN
Yes.

HARLEY
(Kicking the gravel in anger) I thought so. I knew it
a bad move. I tried to talk him out of it. I really d
But you know how he is.

BATMAN
I know.

HARLEY
I didn't want to do it. Honest.

BATMAN
But you did.

HARLEY
I know. Believe me I know. You don't have to preach t
about it. Superman is here to kill me too ya know? I
what a mistake it was.

BATMAN
Why did you come here?

HARLEY
Well...this sounds crazy...yeah, yeah, even for me. Bu
came for your help.

BATMAN
My help?

HARLEY
I've been trying to talk to him, Batman. Really I have
I've told him that we should leave. I told him we shou
turn ourselves in even. But he won't listen. I've
tried.... He's a little, you know, insane I guess.

BATMAN
Really?

HARLEY
He think's he can handle it on his own. But we both kn
can't. Not against Superman. He's going to get himsel
killed and he's going to take me with him.

BATMAN
If you don't want to die then don't go back to him.

HARLEY
I can't do that. He needs me.

BATMAN
I can't do anything to help him if I don't know where h

HARLEY
I know.

She pulls out an envelope and hands it to him. He opens it and pulls
a ticket that reads "One Free Pass to the Gotham Carnival and Amusemen
Park."

HARLEY
He's planning on doing something there tomorrow night.

BATMAN
Tomorrow night?

HARLEY
Yeah.

BATMAN
What?

HARLEY
I'm not sure. Gas maybe. Poison food or something. I
don't know. I'm just the henchgirl.

BATMAN
Alright. You're doing the right thing, Harley. (Pause
he puts the envelope away) My first priority is to stop
whatever he's planning. I'll save the Joker if I can b
that's up to you.

HARLEY
What do you mean?

BATMAN
You go downstairs right now and turn yourself in and I'
everything I can to save him. If you don't...I'll let
Superman have him.

HARLEY
That's not fair!

BATMAN
That's the deal. The only deal I have to offer. Take
leave it.

HARLEY
Argh. Fine. I'll turn myself in.

BATMAN
Do I have your word?

HARLEY
Yes! Whatever it takes, I'll do it, believe me.

BATMAN
You made the right choice.

Batman pulls another rope free.

HARLEY
Just hurry.

BATMAN
This better not be a trick or I'll make sure whatever
happens to Joker happens to you too.

HARLEY
Deal.

Batman fires the rope. He looks back at Harley and nods.

HARLEY
Bye, Bats.

He swings away and vanishes into the night. Harley walks closer to th
edge and looks around for him.

HARLEY
How does he do that? Oh well. I guess the fun's over.

SUPERMAN
The fun...is just begining.

Harley spins around to see Superman standing behind her.

HARLEY
Oh no. Please...

SUPERMAN
Sorry I'm late. Looks like I missed out on all the fun

HARLEY
I didn't want to do it Superman. I didn't...

SUPERMAN
But you did.

He grabs her by her jester's cap and pulls her off the ground.

HARLEY
Oh God...

SUPERMAN
What did you tell him?

HARLEY
Tell who?

He slaps her hard across the face.

SUPERMAN
Batman.

HARLEY
I didn't tell 'em nothing!

SUPERMAN
Then tell me.

HARLEY
Tell you what?

SUPERMAN
Where's the Joker?

HARLEY
Joker? Eh, Joker who?

SUPERMAN
Stupid bitch.

He moves forward and hangs her over the edge of the building.

HARLEY
Oh God. Please don't!

SUPERMAN
Then tell me where he is.

HARLEY
Bite me you loser!

Superman swings her over his head and tosses her across to the other s
of the gravel rooftop. She slides a few feet through the gravel and
nearly slides off the roof but stops just in time. Before she can get
Superman is standing over her.

SUPERMAN
Did that hurt?

HARLEY
Not one bit.

SUPERMAN
Does this?

He kicks her in her side. Blood shoots out of her mouth.

HARLEY
You....asshole.

SUPERMAN
Looks like you got some broken ribs there, Harley.
Punctured lung too. Better get you to a hospital. Tel
what I want to know and I'll take you.

HARLEY
Yeah right.

SUPERMAN
Look, I don't want to kill you Harley. I just want you
boss.

HARLEY
I don't have a boss.

SUPERMAN
Make it easy on yourself.

HARLEY
You're going to kill me anyway. What does it matter?

SUPERMAN
Point taken.

He lifts her up and holds her in the air by her throat.

SUPERMAN
Where is he?

HARLEY
When Batman finds out about this he's gonna....

SUPERMAN
Gonna what?

HARLEY
Kick your ass.

SUPERMAN
No he's not. He's going to die just like you.

He throws her back first through the gigantic glass bulb of the
batsignal. She lays inside the signal, shards of glass stuck in her
body, a barely breathing, barely living bloody mess.

SUPERMAN
One last chance.

HARLEY
Fffuuuuddgee you.

Superman punches her full force in the face.


INT. GORDON'S APARTMENT

Gordon sits in his normal chair, watching television. Barbara sits
across the room, reading. Someone knocks twice. Barbara puts her boo
down and begins to wheel out of the room.

GORDON
Uh oh. Expecting company?

BARBARA
No. It's for you.

GORDON
How do you know?

BARBARA
Someone just knocked on the window.

Barbara wheels out as Gordon turns off the television. He walks to th
window and opens it. He leans out the window to see Batman standing o
the fire-escape, looking down at the street below.

BATMAN
I found him.

GORDON
Where?

BATMAN
He's planning something. Tomorrow night at the carniva

GORDON
Jesus. I'll go call it in.

BATMAN
No. Don't tell anybody about this.

GORDON
What? Are you crazy?

BATMAN
Let me handle it alone.

GORDON
Why?

BATMAN
Because if we go in there with a swat team and an army
police it's going to get noticed. Which means Superman
find out and cause an even bigger mess.

Gordon thinks for a second.

GORDON
I see your point. But how do we know that Superman doe
know already?

BATMAN
We just hope he doesn't.

GORDON
I don't know. How did you find out about this?

BATMAN
Harley told me.

GORDON
Harley?

BATMAN
She flashed the signal. She told me all about it on to
police headquarters. She's gonna turn herself in.

GORDON
You trust her? This could be a trap.

BATMAN
Don't have a choice. It's the only thing I got. I do
believe her, I think. She's scared out of her mind.

GORDON
I didn't know she had a mind to be scared out of. (Pau
So you want to handle this alone?

BATMAN
Yes. I think it's for the better.

GORDON
It could go bad.

BATMAN
It could. I was going to try to hide it from you too b
changed my mind.

GORDON
Great. Put the blood on both of our hands. (Thinks fo
moment) All right. We'll do it your way. I've truste
this long, I might as well go a little farther. Gotta

BATMAN
Not yet. I have to figure out a way to distract Superm
Get him out of town.

GORDON
Like you said before, if he sees a bunch of us cops hea
somewhere he's going to go after it.

BATMAN
No. He won't do that. He won't just follow the police
knows that I wouldn't miss out on the Joker. He'd only
follow if he knew I was there as well. (Another moment
thinking) I'll think of something. If I need you, I'l
you know.

Barbara wheels up beside Gordon, holding the phone.

BARBARA
Phone, Dad. It's Harvey.

GORDON
I guess Harley turned herself in like you said.

He grabs the phone.

GORDON
What's up, Harv?

Batman looks up for the first time to see Barbara, she returns the loo
Batman looks away first, turning his eyes to Gordon as he speaks on th
phone. After this, Barbara wheels away.

GORDON
How is she?....Alright...I see....Goodbye.

He puts the phone down.

GORDON
Harley didn't turn herself in.

BATMAN
Dammit. I should've known better than to...

GORDON
She's dead.

BATMAN
Dead?

GORDON
A real mess. Got put right through the Batsignal itsel
Care to take a wild guess on the guilty party?

BATMAN
Not really.

GORDON
You think he got it out of her?

BATMAN
Harley? No.

GORDON
Unless it's a trap. What if they're just trying to get
two of you in the same place?

BATMAN
The thought occured to me.

GORDON
Maybe there's no plan to do anything at all at the carn
They just want to get you two together and watch you te
each other apart.

BATMAN
It could be. But you didn't see her. You didn't see t
fear in her eyes. She's a lunatic, not an actress. I
believe what she was telling me.

GORDON
Maybe SHE believed it. Whatever the Joker tells her sh
believes.

BATMAN
That's just it. The Joker didn't tell her what he was
planning.

GORDON
I don't know. I really don't. Just be careful and kee
eye out. I'll have the force on standby. You need bac
just send the word.

BATMAN
(somber) Maybe I should let you handle it. I screwed
up already, Jim. (pause) She was just a girl.

GORDON
She was a killer herself, you know that.

BATMAN
She wasn't a killer. She's just another one of Joker's
victims. Maybe another of mine. Tonight was the first
I ever saw her where she almost seemed sane again. She
tried to help me and she got killed for it.

GORDON
It's not your fault what Superman has become.

BATMAN
I'm not so sure about that.

The phone rings again. Gordon answers.

GORDON
Hello. Yeah. Yeah. Sure. I'll take care of it in th
morning. Alright.

He hangs up and looks back out the window, but Batman is gone.

BARBARA
Gone?

GORDON
Yes. Were you listening?

BARBARA
Yeah. He's burning out, Dad.

GORDON
I know.


EXT. WAYNE MANOR - DAYTIME

The sun shines brightly over stately Wayne Manor.


INT. WAYNE MANOR - BEDROOM

The scene opens with a scene of Alfred peeking in the door to Bruce's
bedroom. Bruce is sleeping. Alfred slowly closes the door and walks
down the hall.


INT. WAYNE MANOR - GARAGE

Alfred sits down in his car and starts the engine. The garage door op
and he pulls out.


EXT. GOTHAM CITY

Alfred drives through Gotham until he finds a spot on the sidewalk to
park.


INT. LOFT APARTMENT

Alfred walks up a set of stairs and enters a large loft apartment,
obviously decorated by a bachelor, without knocking. He walks through
small kitchen area, a small living area and a even smaller bed area un
he reaches a very large dojo room decorated with weapons and training
equipment galore. A man stands in the dojo punching and kicking away
a punching bag. Alfred clears his throat to gain the man's attention.
Dick spins around to see him.

DICK GRAYSON
Alfred? What are you doing here?

ALFRED
Hello, Master Dick.

DICK GRAYSON
I really wish you would stop calling me that, Alfred.

ALFRED
Sorry. Old habits die hard.

DICK GRAYSON
Yes, they do.

ALFRED
I talked to Barbara. She told me about your moving bac
Gotham.

DICK GRAYSON
Did she?

ALFRED
What brings you back here of all places?

DICK GRAYSON
I don't know. It's home, I guess.

ALFRED
How was Detroit?

Dick thinks about his answer while pulling off his punching gloves.

DICK GRAYSON
Different.

He throws the gloves aside.

DICK GRAYSON
How's things here?


ALFRED
Not very different at all.

DICK GRAYSON
Figures.

ALFRED
That's one thing Gotham has going for it. At least it
changes.

DICK GRAYSON
What is it, Alfred? Are you alone?

ALFRED
Yes.

DICK GRAYSON
You drove all the way out here by yourself. What's the
problem?

ALFRED
It's Master Bruce, Dick.

DICK GRAYSON
I figured.

ALFRED
Dick....

DICK GRAYSON
Does he know you're here?

ALFRED
I think he's smart enough to figure that I would do
something like this. He wouldn't be a very good detect
if he couldn't figure that out. And he might not admit
to anybody, but I know he needs help. He desperately n
help.

DICK GRAYSON
Then why doesn't he make the drive himself?

ALFRED
You know how he is.

DICK GRAYSON
Yes, I know. Too well.

ALFRED
I really think he needs it. I wouldn't have come if I
didn't.

DICK GRAYSON
I know.

ALFRED
I'm afraid, Dick. I have a bad feeling about all of th
I've never had the feeling that he was getting in over
head before.

DICK GRAYSON
That bad huh?

ALFRED
Joker by himself? Fine. Superman by himself? Possibl
Balancing the both of them? Impossible.

DICK GRAYSON
I don't know, Alfred. If he made the effort himself...
would be there in a heartbeat. You know that. I hope
knows that.

ALFRED
He does know that. That's exactly why that phone is ne
going to ring. Don't you understand that? He doesn't
any animosity against you for leaving.

DICK GRAYSON
Then what is it?

ALFRED
Jason. Barbara. He holds himself responsible for both
them. He hates himself for it. He's not going to call
for help because he doesn't want to watch another son d
The situation is grave, Dick. He's got two madmen on t
loose. One is his most hated adversary and the other a
superhuman out for blood. Not only that...but all thes
years of doing this and all the lives he's touched, you
Jason's, Barbara's, Jim's, mine...it's all catching up
him. He's getting tired, Dick. He's burning himself o
He needs your help. And I need it too.

DICK GRAYSON
You?

ALFRED
I've raised Bruce for nearly his entire life. I've bee
his side as we've both grown old. I may not be his fat
but I've loved him like my own son. I've given him eve
bit of me to help him go out there and do whatever it i
does. I first met him in my 30's. Now I'm in my 60's
the biggest fear in my life is having to watch him die
before I do. And no matter what he has ever said to
you...he loves you, Dick. And I know you love him back
The bond you two shared for all those years was unbreak
I just hope that the two of you can get past all the pe
rubbage and thick skulls you both possess and get back
what you were. And if Batman ever needed a Robin he ne
him right now, tonight.

Dick looks around his room, deep in thought, then finally turns back t
Alfred.

DICK GRAYSON
I'll go, Alfred. All I can promise you is that I'll go
try to talk to him. It's up to him. If he doesn't wan
than I can't help that.

ALFRED
That's all I ask.

Alfred turns and begins to walk away.

DICK GRAYSON
Thanks for coming, Alfred.

ALFRED
Goodbye, Master Dick.


INT. BATCAVE

Bruce sits at the computer console looking through some files. Dick
walks into view, backpack on his shoulder.

DICK GRAYSON
Hello, Bruce.

Bruce's head snaps up.

BRUCE WAYNE
Dick? Where did you come from?

DICK GRAYSON
Came in the back way.

BRUCE WAYNE
Without tripping the alarm?

DICK GRAYSON
I learned from the best didn't I?

BRUCE WAYNE
I guess so.

DICK GRAYSON
How's it going?

BRUCE WAYNE
Fine. Yourself?

DICK GRAYSON
Same.

Dick puts his backpack down and looks around.

DICK GRAYSON
I see you've made some changes.

BRUCE WAYNE
Yeah. A few. You back in Gotham?

DICK GRAYSON
Yeah. A couple of days.

BRUCE WAYNE
Why didn't you stop by sooner? We could've had dinner
something.

DICK GRAYSON
Why didn't YOU stop by?

BRUCE WAYNE
I didn't know you were back. Been busy.

DICK GRAYSON
Yeah, I know. Besides, you don't eat dinner.

A uneasy pause.

BRUCE WAYNE
Dick. What are you doing here?

Dick reaches into his backpack and lifts out his Nightwing suit.

BRUCE WAYNE
What's that for?

DICK GRAYSON
I heard you needed help.

BRUCE WAYNE
Alfred?

DICK GRAYSON
Yes.

BRUCE WAYNE
Alfred was wrong, Dick. Sorry, but I don't need Nightw
help. Keep it in the bag.

Dick stuffs it back in with anger and flips the pack back up on his
shoulder.

DICK GRAYSON
Thanks a lot, Bruce. Maybe I'll look you up in another
couple of years. If you're still alive then.

He turns to the entrance and walks away.

BRUCE WAYNE
Dick. Stop. What is it you want to say to me?

Dick turns back.

DICK GRAYSON
What do I want to say? Where do I start? There's so m
things I've wanted to say. I went my way. You went yo
But we never really discussed it.

BRUCE WAYNE
What's to discuss? You outgrew it. You needed to stri
out on your own. I understood. After all the years, I
figured we didn't need words to understand each other.

DICK GRAYSON
Maybe YOU don't need words but maybe I do. God, Bruce.
You've never questioned any of this have you? Because
you're scared to find out the truth.

Bruce looks down at the floor.

DICK GRAYSON
I'm right aren't I? You can't talk about it. You can'
question. Because if you question yourself for a secon
all comes apart, right? That's why you can't face me.
That's why you can't call me or talk to me.

BRUCE WAYNE
You have no clue, Dick. You don't know how I question
myself and everything I've become. The right of it, th
wrong of it. Never allowing myself any reward for the
Damning myself for every little mistake. Thinking of
everyone who's sacrificed themselves in MY war. Everyo
close to me. Everyone who cared.

DICK GRAYSON
Bruce, I know you. I know deep down you care. But the
problem is sometimes I'd like you to actually show it.
Sometimes I'd like to actually pick up the phone and he
your voice. But you're too proud for that. Here you a
dealing with something you've never dealt with before a
you won't even call ME for help?

BRUCE WAYNE
It's not that easy. You know it's not. I didn't know
situation. I knew you had your problems in Detroit.

DICK GRAYSON
Yeah. Problems. And I thought there would be one guy
there that would still have faith in me. But you'd sti
rather handle it alone.

BRUCE WAYNE
I assumed you wouldn't want to help me.

DICK GRAYSON
Why would you think that?

BRUCE WAYNE
I assumed you wanted to get out of my shadow. Create y
own name. Fight your own fights. And you did that. I
don't have the right to call you back.

DICK GRAYSON
The right? Dammit, Bruce, I'd die for you and you know

BRUCE WAYNE
But I couldn't ask you to, and YOU know that. How woul
father ask his son to die for him? (looking back up at
now)

DICK GRAYSON
Son?

BRUCE WAYNE
You and Alfred, you're all the family I have left. I l
you like you were my own. And the truth is, I knew you
back in Gotham. And yes, I wanted to call you. But I j
didn't want to get you involved in this.

DICK GRAYSON
Well, I'm already here now, Bruce.

BRUCE WAYNE
I know. (a long silent pause) And I do need your help
Dick. I just don't need Nightwing's help.

DICK GRAYSON
That's who I am, Bruce. I'm not going back to that Rob
suit. Like you said, I outgrew it.

Bruce stands and begins to walk to the outfit displays. Dick follows.

BRUCE WAYNE
I don't want you to.

DICK GRAYSON
Then what?

Bruce goes to the first costume display which is closed. He flicks a
switch and the tube spins open, displaying the Batman suit. Dick's mo
falls open as he looks at the suit, then at Bruce, then back to the su


INT. BATCAVE - LATER

Bruce sits back at the console. Dick paces at his side.

DICK GRAYSON
I don't know, Bruce.

BRUCE WAYNE
It's a simple task, Dick. I wouldn't ask you if I didn
need it.

DICK GRAYSON
I know. (He stops pacing and rubs his face) So all yo
want me to do is pretend to be you?

BRUCE WAYNE
Pretty much.

DICK GRAYSON
And drive away from Gotham in the Batmobile to get Supe
to follow, while you go get the Joker?

BRUCE WAYNE
That's it.

DICK GRAYSON
Where am I supposed to drive to?

BRUCE WAYNE
Nowhere. Just keeping going until you hear from me.

DICK GRAYSON
How do we know he'll follow?

BRUCE WAYNE
Easy. I can find out his location anytime I choose.

DICK GRAYSON
How?

Bruce taps the console and a map pops up on screen. Bruce points at a
dot.

BRUCE WAYNE
See that? There he is. At his hotel.

DICK GRAYSON
How the hell did you do that?

BRUCE WAYNE
Slipped a tracker on his cape while he wasn't looking.
not exactly sane enough to notice anything like that ri
now. It's an easy job but it's also dangerous. If he
suspects anything.

DICK GRAYSON
Well, if I'm gonna get Superman out of the city, then y
can let the police help out at the carnival right?

BRUCE WAYNE
No.

DICK GRAYSON
Why?

BRUCE WAYNE
There's more to it than just....I don't know. It's...I
my fight. I HAVE to go alone.

DICK GRAYSON
You have no idea what he's planning. There could be
thousands of lives in danger.

BRUCE WAYNE
I can handle it. Are you in or not?

DICK GRAYSON
I'm in.


INT. BATCAVE - LATER

Bruce stands in front of Dick, now in the Batman suit except for the
mask.

DICK GRAYSON
It fits.

BRUCE WAYNE
Of course it does. Here.

He hands him a vial.

DICK GRAYSON
What is it?

BRUCE WAYNE
Kryptonite. Just in case.

DICK GRAYSON
Thanks.

He takes the vial and sticks it in his belt.

BRUCE WAYNE
It's not enough to kill him. It'll slow him down thoug

DICK GRAYSON
Alright.

BRUCE WAYNE
You ready?

Dick reaches back and pulls the mask on.

DICK GRAYSON
I am now.

BRUCE WAYNE
It looks good on you.

DICK GRAYSON
Thanks.

Dick makes his way to the Batmobile.

BRUCE WAYNE
Get going. Remember, minimal radio contact. He might
you. The newer batmobile was shielded to him but this
isn't. Once the Joker is settled I'll let you know.

DICK GRAYSON
Alright. Good luck.

BRUCE WAYNE
We'll both need it. (Pause) Thanks for helping me.

DICK GRAYSON
Thanks for letting me.


EXT. MOTEL - NIGHT

The Batmobile comes to a stop in front of the Motel. Dick, in the Bat
suit, steps out of the side of the car and looks up at Superman's wind
with the aid of binoculars. He spots Superman looking back down at hi
out of the window. He hops back into the car and peels away.


INT. MOTEL ROOM

Superman, wearing only sweat pants, leans out his window and watches
Batmobile speed away. He turns back into the room and picks his suit
off the floor.


INT. BATCAVE

Bruce sits at the console watching a monitor. He looks at a map of th
city, featuring two blips. One blip represents the Batmobile, another
represents Superman. The Batmobile continues to move through the city
Superman stays in the same position for a moment before finally taking
off and following the path of the Batmobile.

BRUCE WAYNE
It's a go.


INT. BATMOBILE 2

Dick looks down at a monitor of his own, seeing the same as Bruce.

DICK GRAYSON
Got it.

BRUCE WAYNE
Radio off.

Dick reaches up, flicks the radio off and floors the throttle.


EXT. GOTHAM CARNIVAL

The camera begins in the sky, flying over the huge carnival rides and
zooming past the flashing lights as it moves down into the mob of peop
It focuses on a LITTLE GIRL clutching her FATHER's hand. She points t
cotton candy stand.

LITTLE GIRL
Cotton candy! Can we daddy? Can we?

FATHER
Sure thing, sport.

LITTLE GIRL
Yaahh!!

The little girl runs toward the stand, pulling her father along behind
her. The camera follows her as she goes up to the stand and pushes
through a mob of kids all begging their parents for cotton candy. She
reaches the counter and the camera looks up at the salesman to reveal
Joker and two HOODS handing out the candy.

JOKER
And what would you like little girl?

LITTLE GIRL
Cotton candy please!

He reaches down and pulls out a large batch of pink cotton candy on a
stick and hands it down to her.

JOKER
Here you go. One cotton candy on the house. Oh! And
forget daddy!

He pulls out a blue cotton candy and hands it to the father.

FATHER
No charge?

JOKER
No charge! It's all on the house tonight folks!

LITTLE GIRL
Thanks mister!

JOKER
Don't mention it.

The girl pulls her father away from the stand as more and more kids be
to cram up toward the stand. Joker and his hoods hands out candy as f
as they can.

JOKER
That's right kiddies. Step right up and get your free
goodies!

HOOD #1
You think he's gonna show, boss?

JOKER
Of course he will. He never misses a party. I do wish
Harley would hurry though. Where could she be?

HOOD #1
Dunno, boss.

JOKER
Oh well. Sucks to be her. Maybe I'll get me a new gir

They continue to hand out the candy. A moment later a few gasps come
from the crowd. People start pointing to the sky and a mumbling rises
from the crowd. A large shadow begins to fall over the crowd and the
counter. Joker looks up to see a large bat-like shape flying in his
direction.

HOOD #1
Uh...boss.

JOKER
It's show-time. Let's go.

Joker and his hoods walk out from behind the counter pushing themselve
through the crowd of kids. They find a clear spot and stop, watching
shape get closer. Joker looks at his watch.

JOKER
Anytime now boys.

A few feet away a YOUNG BOY looks up at his MOTHER.

YOUNG BOY
Mommy....I don't..feel so good.

MOTHER
What is it?

YOUNG BOY
I...I.....

The mother leans down and grabs her son by the arms. The child begins
giggle.

MOTHER
What is it??

The boy then falls limp in her arms, his head falls backward, looking
directly into the camera, upside down. His face is white and he is
grinning from ear to ear.

MOTHER
Noooo!

All around the carnival other children and a few adults begin to laugh
and drop the same way. In the air, Batman hangs under the Batglider a
watches the scene in horror.

BATMAN
NOOOO!!!! Joker!!!

Joker looks up at Batman and laughs.

JOKER
The jig is up boys. The winged avenger has arrived. L
give him a warm welcome!

Joker pulls two nine millimeters from his coat and opens fire. The th
do the same. The few members of the crowd that aren't dead or dying
begin to run around aimlessly in a panic. In the air, the bullets rea
the Batglider. Some tear through the wings, some whiz by. One bullet
nails the belt holding Batman in place. The belt snaps and Batman sli
out of the harness. He holds on to the controls but without the suppo
the glider goes out of control. It begins to head directly into the
ferris wheel, Batman releases his hold and falls to the ground, using
cape as a makeshift parachute, bullets whizzing by him. He lands in a
crouched position in the middle of dozens of smiling dead kids. He lo
up, 10 feet in front of him stands the laughing Joker and his hoods.

BATMAN
Joker. It's over.

JOKER
Wrong as usual. It's only beginning. Get him, boys.

The two hoods charge in at Batman. Batman stays in his crouched posit
until the hoods are almost right on top of him. At the last second he
comes barreling up with two fists and nails both of them with two
uppercuts, sending them flying backwards and knocking them unconcious.

JOKER
That old "get em" trick never works does it?

BATMAN
Joker. You have to listen to me. You have to stop thi
I'm the only hope you have of making it through this ni
And after this, even that's a slim hope.

JOKER
Is that so?

BATMAN
Yes.

Joker raises his guns and aims them directly at Batman. He opens fire
but the guns only click.

JOKER
Damn!

BATMAN
Come with me, Joker. We've played this game before. L
start a new one.

JOKER
I like the old one. I especially like plan B!

The Joker reaches down into his pants and pulls out a very loooooooooo
balloon. He keeps pulling and pulling and pulling and pulling and
pulling until it's finally out.

JOKER
Do you have any idea how hard it is to get through cust
with this thing?

BATMAN
Either come with me now or die, Joker. It's that simpl

Joker pulls an over sized novelty needle out from behind his back.

JOKER
Ooh. Batman's getting ruthless. I don't seem to like
Batman! As a matter of fact, I don't think I like you
bit anymore. See ya around, or not.

He presses the needle into the balloon and pops it. The area is
immediately completely filled with smoke. Batman loses all sight of t
Joker but he can hear the laughing from inside the smoke.

BATMAN
Not that easy, Joker!

Inside the smoke, the Joker turns and runs away. Batman heads into th
smoke after him. As Joker runs he spots a LOST GIRL lost in the smoke
coughing and calling for her mother. The Joker scoops up the girl and
holds the needle to her throat, looking all around for Batman. Before
knows it, Batman emerges from the smoke right behind him and grabs him
the neck in a choke hold. This startles him and causes him to drop th
girl. She lands on her feet and runs away, vanishing through the smok

BATMAN
Give it up, now!

JOKER
(Struggling to speak while being choked) Now that I th
about it. Maybe I see your point, Bats!

The Joker rears his arm back and jabs the needle into Batman's leg.
Batman screams in pain and falls down.

JOKER
Get your point! Get it?!?

Joker runs away as Batman grabs the needle. He screams again as he pu
the needle out of his leg. He pushes himself up and, ignoring the pai
gives chase once again. He runs out of the smoke in time to see the
Joker entering the Tunnel of Love ride.


INT. TUNNEL OF LOVE

The Joker enters and runs down the tunnel. At first the water is only
to his knees but soon he is wading through stomach level water. He
catches up with a boat carrying two young lovers kissing. He tips the
boat over, knocking them in the water. He grabs one of the oars. The
lovers stand up in the water.

MALE LOVER
What's the big idea asshole???

FEMALE LOVER
Oh my God...is that...

JOKER
Oh for cripes sake. Not again. No, I am NOT Leonardo
DiCrapio!

He then bops both lovers on the head with the oar, knocking them out.
They both fall down and float in the water, blood trickling out of the
top of their heads. Joker jumps into the boat, grabs both oars and
begins to row as fast as he can down the tunnel.

JOKER
And no I don't have time to sign an autograph!

Joker rows and rows, taking turns looking back towards the entrance fo
Batman and looking forward toward the exit. A frown overtakes his fac

JOKER
(Whispering) Where are you? You're in here somewhere.

A moment later, the light of the exit comes into sight. Joker sees th
and begins to row even faster as his smile comes back. But Joker's
smiles vanishes yet again when, out of nowhere, the boat suddenly rais
up out of the water as Batman comes barreling out of the water. The b
tips and Joker falls into the water. The Joker sinks under as Batman
looks around for him. Batman stands completely still, only his head
searching the water for the Joker. The water grows completely still a
the tunnel is noiseless for what seems like an eternity. Finally he
hears water move behind him. He spins around and the Joker is standin
right behind him.

JOKER
Surprise!

Joker swings the oar and smashes it into two pieces on the side of
Batman's head. Batman falls with a moan and lands draped over the
upside-down boat. Joker turns and flees to the exit. The Joker lets
a maniacal laugh as he exits the tunnel.


EXT. GOTHAM COUNTRY SIDE

The Batmobile roars down an empty and dark dirt road. Dick's eyes kee
moving up and down, from the road to the screen showing Superman's
position. Suddenly the silence in the cockpit is smashed by a loud
buzzing sound. Dick looks over to his left to find the dash's LOW FUE
signal flashing at him.

DICK GRAYSON
Oh no. Come on, this never happens!

Dick looks up at the road and sees light up around the next bend. As
car comes around the corner, the dim lights of AXIS CHEMICALS can be
seen.

DICK GRAYSON
Oh well. This is as good as place as any I guess.

Dick smashes the car through the locked gates of the factory and up to
the front entrance. Before the car is even fully stopped he bolts out
it, runs up to the entrance, kicks it open and charges into the dark
interior. A second later Superman lands beside the Batmobile. He tak
a quick glance in, then looks up at the sign over the entrance reading
HAZARDOUS CHEMICALS. He steps forward and enters the building after
Dick.


INT. TUNNEL OF LOVE

Two gun shots echo from outside the tunnel and the sound gives Batman
strength to push himself back up. He stumbles for a second and rubs a
the side of his head. He looks up at the exit and forces himself to m
on.


EXT. TUNNEL OF LOVE

Batman limps out of the exit and looks around. The carnival is nearly
empty and deathly quiet now except for some eerie circus music. The
Joker is nowhere to be seen. Suddenly he hears a scream and two girls
come running out of the Hall of Mirrors. He turns toward the building
and heads toward it.


INT. AXIS CHEMICALS

Superman stands in the middle of the dim factory. He is surrounded by
huge vats of bubbling chemicals, stacks and stacks of barrels and all
kinds of tubing and piping in various sizes.

SUPERMAN
I know you're in here, Batman. Come out. Come out her
tell me where he is. You know you can't hide from me.
can find you in a split second if I wanted to. But if
is the game you want to play, I'll play it. I promise,
Bruce, I won't use my powers to find you. I'll find yo
old fashioned way.

He puts two fingers into the air.

SUPERMAN
Scouts honor.

He looks around some more. He then looks up at the catwalks hanging d
from the ceiling.

SUPERMAN
Well, of course. You're up there where ALL the bats go
aren't you? Better get moving because here I come.

Superman walks over to a flight of stairs that leads up to the catwalk
and begins to make his way up.


INT. HALL OF MIRRORS

The doors swing open and Batman steps into the building. When he does
he immediately sees dozens of reflections of himself. He slowly begin
to work his way through the maze. As he does, the Joker's voice sudde
bursts over the maze's PA system.

JOKER
I see you received the free ticket. I asked Harley to
it to you. At least the girl finally did something rig
for a change! I'm glad. I did SOOOO want you here ton
You truly must forgive me for the evening, Bats. Every
in a while old Joker gets a little bored and just needs
have a little fun. But you know....the night hasn't be
all that fun really. First, Harley didn't show up. Th
YOU threaten to kill me of all people. Tsk, tsk, Batma
Have we forgotten the rules of the game? How 'bout a
refresher? I do something hideously evil, you chase me
and try to catch me. I, in turn, try to kill YOU. But
you've come to kill ME. What's that all about?

Batman continues to work his way through the maze while listening to t
Joker rant.

JOKER
That just ruins everything, Batman! You know why that
everything? Because now I see it. Now I realize that
and you, we're the same. You've shown me that there's
really no difference between me and you. After all, al
really takes is one bad day to reduce the sanest man al
to complete lunacy. That's how far the world is away f
where I am. Just...one....bad....shit...day.

Cut to a shot of the Joker. Leaning back on one of the mirrors at the
end of the maze. Staring forward at the exit door and talking into a
microphone.

JOKER
Just one. You had a bad once didn't you? I can tell.
had one bad day and it changed everything. Why else wo
you do what you do? You had a bad day and it drove you
crazy as me. Only you won't admit it. You have to kee
pretending that life makes sense. That there is some p
to all of this struggling. What was it? What made you
way? Somebody close to you....was that it? A murdered
girlfriend? A raped sister? A mutilated child? Somet
like that I bet. I wish you'd tell me one of these day
I'd really like to know. Something happened to me like
you know. I would tell you what it was, I really would
I...I'm not exactly sure what it was. Sometimes I reme
one thing, sometimes I remember another. But my point
is....my point is that I went crazy. When I saw what a
black, awful joke the world was, I went crazy as a loon
admit it!! Why can't you? You're not stupid Batman.
must see the reality of the situation. Don't you get i


INT. AXIS CHEMICALS

Superman creeps across the dark catwalk at the top of the building, hu
vats of bubbling green chemicals below him.

SUPERMAN
Come out, come out, wherever you are.

He continues down the walkway until he reaches a landing. More barrel
piping and machinery surround him. He speaks out to Batman as he
continues his search around the area, turning over barrel after barrel

SUPERMAN
I can smell you, Batman. I know you're here. You have
smell of a scared little boy that's wet his pants. (Sh
pause) You think you're special don't you? You feel s
sorry for yourself. Poor me, my poor parents, poor me,
Jason, poor whoever. It's pathetic. Did you ever both
realize that a million people would gladly trade their
for yours? You have everything you would ever need but
you still go out there night after night trying to get
yourself killed. You're an idiot.

Now only one last group of barrels is left.

SUPERMAN
But, if it's death you want. I'll be glad to give it t
you.

One of the last barrels rises into the air as Dick comes out of his
hiding place and lifts it over his head. He hurls it at Superman than
turns to run. Superman catches the barrel like it was nothing.

SUPERMAN
Is that the best you got?

He hurls the barrel at Dick's back and it smashes him to the ground.
soon as he hits the ground he's trying to push himself back up to run
again but Superman is on him too quickly. He takes a kick to the stom
which knocks him into the wall. Superman grabs him by the cowl and li
him up.

SUPERMAN
Tell me where he is.

He punches Dick in the stomach and before Dick has a chance to recover
from that, Superman grabs his left arm. He swings him around and cras
him into the wall, the sound of a bone cracking echos throughout the
building. Dick lands in a heap, clutching his left arm.

SUPERMAN
Just tell me and you can end all this.

Superman walks up to him and reaches down, grabbing him by the throat.
He lifts Dick up off the ground and presses him against the wall. He
stares at his face with a half-grin on his face but then the grin turn
to a frown.

SUPERMAN
You're not him. Who the Hell are you? Who are you??
is he?!

DICK GRAYSON
Far away from here.

SUPERMAN
Wait...Dick? Ha! Bruce sent out another one of his li
boys to fight for him? The man never learns does he?
you going to tell me what I need to know?

He waits for a response.

SUPERMAN
I didn't think so. You're stubborn just like your suga
daddy. Well, if you're not going to help, then it's ti
for you to join your successor in the Wayne Manor famil
plot.

He pulls his fist back, prepared to unload it into Dick's face.

FEMALE VOICE
Stop!!

Superman turns his head back over his shoulder to see Cat woman standi
on the catwalk, whip in hand.


INT. HALL OF MIRRORS

The Joker now leans up from the mirror, stands up straight and walks
toward the exit.

JOKER
Can't you see that it's all just a big joke? One huge
gigantic joke. Me, you, all those dead kids out there.
Everybody. Every single thing anybody ever valued or
struggled for. It's all just one big gag! In the gran
scheme of things, this entire world is just so complete
insignificant. I'm sure there's some planet way out th
in some other galaxy that we haven't even named yet. A
it's a planet full of life. It's a perfect world. The
no crime. There's no death. I'd hate a world like tha
So would you. That's the funny part. You could've sto
me for good, so many times. But you never have. You n
will. Because what little life you have, is me. You'r
life would be so drab without little old me spicing thi
up every once in a while. My how I wish I could've see
your face when you found out that wasn't me in that cel
bet you put on such a mister mad face. But what nobody
knows is that you probably scorched your little bat pan
On the inside you loved it. The game was afoot once mo
I know that feeling. I had the same feeling tonight wh
saw that shadow falling over the carnival. What a joke
are, Bats. Just one big bad joke. So why can't you se
funny side of all of this? Why aren't you laughing??

The mirror behind the Joker shatters and Batman crashes through. Joke
drops the microphone and stumbles backwards away from him. Before he
react, Batman is on him, grabbing him by the collar.

BATMAN
Because it isn't funny.

He unleashes a punch that sends the Joker flying backward and crashing
through the exit door. Batman follows him out, grabs him by the colla
again and picks him up.


INT. AXIS CHEMICALS

Superman continues to hold Dick up against the wall with his other han
cocked back.

CATWOMAN
Let him go, Superman.

SUPERMAN
Mind your own business.

CATWOMAN
I am.

SUPERMAN
Wait your turn, bitch. Don't worry, you'll get to die
after this little punk.

CATWOMAN
Nobody's going to die here.

While Superman is focused on Catwoman, Dick's still functioning arm
reaches down into his utility belt and pulls out the shard of kryptoni

SUPERMAN
Oh yeah? Watch this.

He pulls the fist back even further and is about to release the punch
when Catwoman's whip snaps across the room and wraps around it. Super
stops and just looks at it.

SUPERMAN
What the Hell?

He laughs as he turns back to Dick.

SUPERMAN
These women! Do they ever lea.....

Superman's words are interrupted as Dick brings his working arm up and
jabs the shard of Kryptonite into Superman's face. Superman screams a
the shard goes in one cheek and emerges out the other. His mouth is n
glowing green and smoking. Catwoman sees her chance and yanks on the
whip as hard as she can. Superman stumbles backwards, his back hits t
railing and he flips backwards over the railing. He yells in pain the
whole down until he lands in one of the bubbling vats of chemicals and
vanishes into the green liquid.


EXT. HALL OF MIRRORS - REAR EXIT

Batman holds Joker up in front of him by the collar, glaring into his
eyes.

BATMAN
We're nothing alike, Joker. I didn't come here to kill
I came here to save you.

JOKER
No!

The Joker pulls another gun free and presses the barrel up against
Batman's exposed chin.

JOKER
Checkmate, Batbreath. Now tell me. What did you do to
little Harley?

BATMAN
Nothing.

JOKER
Nothing? Then where is the little tart?

BATMAN
She's dead.

JOKER
Dead?

Joker's face shows a look of shock, fright and sadness that Batman has
never seen before, and Batman is caught slightly off guard.

BATMAN
I'm sorry.

JOKER
You...you killed...Harley??

BATMAN
Superman.

JOKER
Superman? But...why? Why Harley?

BATMAN
You know why.

JOKER
But, why not kill me? Why kill her?

BATMAN
He was trying to find you through her. She wouldn't gi
you up I assume.

Joker pulls the gun away from Batman's chin. Batman releases his grip
and Joker stumbles backwards.

BATMAN
I wasn't there. I left her alone and that was my mista
So maybe I did kill her. I don't know. I would've tri
save her, but I wasn't there.

JOKER
I know you would've. That's your role isn't it? I...I
suppose it's my fault then isn't it? She tried to tell
the Metropolis job was a mistake. I didn't listen.

BATMAN
He's after you. And you know you can't stop him. He's
going to kill you too. I'm trying to stop that from
happening.

JOKER
I guess there's only one thing to do then, right?

Joker raises the gun and points it at his head.

BATMAN
Joker...

JOKER
Goodbye, Batman. Goodbye, cruel world.

BATMAN
Don't do it.

He pulls the trigger but the gun does not fire. Instead a flag pops o
reading "bang". The Joker lowers the gun and holds it in both hands.
looks at the flag.

JOKER
Dammit. Harley....Harley used to love that one.

BATMAN
Come with me, Joker.

JOKER
Why? The joke's over, Batman. This isn't funny anymor
It's not supposed to end this way. You're supposed to
me. You were suppose to kill ME!! It wasn't supposed
Harley. Superman isn't supposed to be here. We were
supposed to end it. Me and you, with me in a pool of b
That's the way it's supposed to go down. Not like this

BATMAN
I don't want to kill you. I don't even want to hurt yo
don't want either one of us to end up killing the other
The ending is right now, Joker. Tonight. This is our
chance to end this without shedding anymore blood. May
one of us will still end up dying over all of this. Ma
both of us. But at least this way we have a chance. I
don't know what it was that screwed you up. But then a
maybe I do. Maybe I can help. We could work together.
Instead of locking you away in that padded room, I coul
rehabilitate you myself. We don't have to kill each ot
But right now, you have to give yourself up. You need
protection for now. You need MY protection. You stay
here on your own and you don't stand a chance against
Superman. What do you say?

Joker looks at him, his smile long gone.


INT. AXIS CHEMICALS

Catwoman leans over Dick who sits, his back on the wall, clutching his
arm.

DICK GRAYSON
How'd you get here?

CATWOMAN
Followed you. I just happened to be looking out my win
and saw the Batmobile. A minute later a flash of red a
blue went streaking by. Figured I'd check it out. Of
course I didn't expect to find YOU here.

DICK GRAYSON
Yeah, me neither. Thanks anyway.

CATWOMAN
Is it bad?

DICK GRAYSON
It's broken. Pretty bad I think. What about him?

CATWOMAN
I don't know. He fell into the vat. He hasn't come ba
up. Maybe he's dead.

DICK GRAYSON
I wouldn't bet on it. We better get out of here.

CATWOMAN
You need to go to the hospital.

DICK GRAYSON
I don't think it'd be too smart to show up at the hospi
with a Batman suit on do you?

CATWOMAN
I figured you guys always have a change of clothes in t
utility belt somewhere.

DICK GRAYSON
I'm sure Bruce is working on it.

CATWOMAN
Where to then?

DICK GRAYSON
The cave.

CATWOMAN
If you say so.

DICK GRAYSON
If they can't patch me up then it's the hospital.

CATWOMAN
Alright. Can you stand?

DICK GRAYSON
Yeah. But...I need a lift. The car's out of gas.

CATWOMAN
Out of gas? That never happens to Bruce does it?

DICK GRAYSON
Shut up and let's go.

She helps him up to his feet and they turn to exit the building.


INT. BATCAVE

The view pans around the Batcave. Pass the lab, pass the computer, pa
the car area, pass the weapons area, pass the trophy area and finally
settles on a far off corner. In the corner is a prison cell, Batman i
shutting the door and locking it. The Joker sits inside the cell ankl
and wrists shackled.

JOKER
This is your idea of rehabilition?

BATMAN
It'll do.

JOKER
Doesn't Superfreak know where your little hideout is?

BATMAN
Possibly.

JOKER
And don't you think he'll come here once he finds out w
happened?

BATMAN
Possibly.

JOKER
Is this supposed to make me feel better?

BATMAN
No. It's supposed to make ME feel better. Relax.

JOKER
Easy for you to say. You don't have a invincible assho
trying to kill you.

BATMAN
I probably do now.

Out of their sight, Dick and Catwoman enter through the back entrance.
She helps Dick walk up towards the cage area. From their vantage poin
they can't see that the Joker is in the cage. Dick looks up at Batman

DICK GRAYSON
Bruce...

Batman's head jerks up toward the Joker.

JOKER
Bruuuuuce??

Batman steps aside and now Dick and Catwoman can see the Joker.

DICK GRAYSON
Oh no. I didn't see...I didn't think....

The Joker's smile returns.

JOKER
Bruce?! HA HA HA!! Why didn't I think of that?!? Bru
Bruce Wayne!!! Of course! Oh, that's a good one. Tha
rich. Not as rich as you but that's pretty rich!

DICK GRAYSON
Sorry.

Batman reaches up and pulls the mask off right in front of the Joker.

JOKER
Oh my. What a gag. All this time it's been you. Of a
people, it had to be you. How funny! And who's that ov
there? Is that....is that your young ward? Dick Grays
Oh, oh , oh. All those times I tried to rob you! I wa
robbing Batman himself! This is great!

BRUCE WAYNE
Laugh it up. At least I can take my mask off.

JOKER
That's low, Brucie. HA HA! Bruce Wayne!

Bruce turns toward Dick and Catwoman.

BRUCE WAYNE
What happened? And what are YOU doing here?

CATWOMAN
Things got a little rough. Figured I'd help.

DICK GRAYSON
My arm's busted.

BRUCE WAYNE
What about Superman?

DICK GRAYSON
I'm not sure. He vanished. I'd like to think that he'
dead but I don't know.

BRUCE WAYNE
Well, let's x-ray the arm and see how bad it is. You c
fill me in later.

Catwoman helps Dick walk away from the cage area. Bruce turns back to
the Joker, who is still laughing, then follows.


INT. BATCAVE - MEDICAL SECTION

Dick sits on a operating type table, Selina stands beside him, Bruce s
at a computer desk with Alfred standing at his side. Dick's arm is no
immobilized by a high-tech looking cast. Everybody is in street cloth
now except for Bruce who still wears the tights without the cape or ma

SELINA
How's it look?

BRUCE WAYNE
Don't know yet. It takes a second for the computer to
finish rendering the X-ray.

SELINA
Do hospitals even have this kind of equipment?

BRUCE WAYNE
A couple.

DICK GRAYSON
So what do you think, Bruce?

BRUCE WAYNE
I don't know. (pause) I'm still amazed that you ran ou
gas.

ALFRED
You ran out of gas, Master Dick?

DICK GRAYSON
Yeeesss.

ALFRED
Good heavens.

SELINA
What about Superman? Think he's dead?

BRUCE WAYNE
I don't know. Could be. But that would probably be to
damn easy. The tracker isn't working anymore. It must
been damaged by the chemicals. So I have no idea if he
out or not.

The computer's monitor lights up with a fully 3-D rendering of the X-R
It spins and twists around the screen showing the injury to it's full
extent. Bruce and Alfred turn toward it to see the x-ray showing a ma
break in Dick's forearm. Selina walks over and looks over Bruce's
shoulder. Dick doesn't try to look and just waits for a response.

ALFRED
My word.

DICK GRAYSON
That doesn't sound good.

SELINA
Yeah, well, it looks even worse.

DICK GRAYSON
Bad, huh?

BRUCE WAYNE
You're going to have to go, Dick. It's going to take q
a bit of surgery. Surgery we can't do here.

DICK GRAYSON
I figured as much.

BRUCE WAYNE
Selina, can you make sure he gets to the hospital?

SELINA
Sure thing.

Selina walks away, grabbing her things, getting ready to go. Bruce tu
around, back toward Dick. Alfred continues to stare at the x-ray.

ALFRED
Can I ask you a question, Master Dick?

DICK GRAYSON
Sure.

ALFRED
How in the world are you staying awake through the pain
This is the worst bone break I've ever had the misfortu
seeing.

DICK GRAYSON
I have no idea. But believe me, if there wasn't a girl
the room right now, I'd be crying my eyes out.

ALFRED
The picture alone is enough to make me cry.

Dick slides off the table and heads in Selina's direction.

DICK GRAYSON
Man, I come back to Gotham and in one night I run out o
and get my arm broke by Superman. I shoulda stayed in
Detroit. Only thing that happened there was my stereo
stolen.

BRUCE WAYNE
I'm sorry about all of this, Dick. I never meant for y
get hurt.

DICK GRAYSON
Don't mention it.

BRUCE WAYNE
No. I have to. You did a good job. Hell, you may hav
stopped Superman for all I know. That's something I su
hell haven't been able to do yet.

DICK GRAYSON
Eh, nothing to it.

BRUCE WAYNE
No, I mean it.

Dick and Selina stand together, looking at Bruce now.

BRUCE WAYNE
Thank you, Dick. Thank you both. It's not easy for me
ask for help. I'm just glad that I haven't ruined eith
you enough to where you wouldn't bother with me. You w
both there for me when I needed you and I want to thank
for that.

DICK GRAYSON
We're family, Bruce. Families help each other.

SELINA
Well, SOME of us are family. Some of us are still just
waiting. And I think my ring finger can attest to that

She gives Bruce a playfully stern look.

BRUCE WAYNE
Yeah, well....uh....I....

DICK GRAYSON
Come on now. This arm isn't going to heal itself.

SELINA
Oh alright. We'll talk about this later won't we, Bruc

They both turn and walk away. Bruce watches them leave. Alfred final
looks away from the x-ray. He returns to Bruce's side and watches Dic
and Selina disappear up the steps to Wayne Manor as well.

ALFRED
I believe Dick saved your neck twice tonight did he not

BRUCE WAYNE
Yes he did. Not quite sure which one was the most
dangerous.

Bruce stands up and heads out of the area. Alfred dutifully follows h
to the costume area.

BRUCE WAYNE
I'm sorry, but I have to leave, Alfred.

ALFRED
Of course you do, Sir. Axis Chemicals?

BRUCE WAYNE
I have to know.

ALFRED
I understand. What about me, sir?

BRUCE WAYNE
I want you to go upstairs and stay there. When I'm out
all security at full strength. Then just stay upstairs
keep watch. If anything funny happens at all you call
I hate leaving you here alone while he's here but I hav
check this out. I shouldn't be long.

ALFRED
I understand, Sir.

Alfred walks away as Bruce picks up the cowl. Fade into next scene.


INT. BATCAVE

Batman stands in front of the Joker's cell. Joker is standing, holdin
the cell bars and appears angry.

JOKER
You're just going to leave me here? Alone?!

BATMAN
Yes, I am. I have no choice.

JOKER
You don't even know if the freak is dead or not!

BATMAN
I know. That's why I have to go.

JOKER
What about me? What if he's not dead? What if he show
here while you're gone? Hmmmm? How am I to have a figh
chance locked inside this cage?

BATMAN
I really don't care. I've done my part. You're more
protected here than anywhere else you could be. If any
even Superman, tries to break into this cave, he'll get
rude welcome.

JOKER
You really think I'll be safe here?

BATMAN
Yes.

JOKER
Brucie, listen. If I said all this bullhooey to you, w
you believe me?

BATMAN
No.

JOKER
Neither would I. Funny, huh?

Batman silently turns and walks away. Joker yells at him as he leaves

JOKER
It's in your hands now Batman! I did my part! I playe
your rules! If you come back here and I'm a pile of go
it's YOUR fault this time! You hear me! Your fault!

Batman ignores him and continues to walk away. He walks across the ca
to where the Batmobile used to be parked. He passes the empty area an
walks up to the wall. A keypad is embedded in the wall. He punches a
few buttons and the wall slides open. The opening lights up to reveal
the Batcycle. It's black and sleek, almost like a bullet with wheels.
The camera zooms in on the cycle then cuts to the next scene.


EXT. GOTHAM CITY STREET - NIGHT

The Batcycle zooms down the dark street, flashing by the occasional ca
Batman hunkers down as low as he can on top of the cycle, almost layin
on top of it, his cape flowing behind him. He spots something out of
corner of his right eye. The Batsignel is flying once more. Batman
takes the next right and vanishes into the darkness.


EXT. POLICE HQ - ROOF - NIGHT

Once again Gordon stands on the roof, waiting to hear those footsteps.
Eventually they come. Once again Gordon stares out at the city. Only
this time, no pipe. Batman stands behind him in the shadows and flips
the light off.

BATMAN
Fixed the light already?

GORDON
Isn't as hard as you would think. It's just a bigger b
really. I know there's a joke in there somewhere about
many cops it takes to screw in a Batsignal bulb but qui
frankly I'm not in the joking mood. Having to stuff ov
people into a bunch of black bags kinda ruins your day.
that's only the adults. You can double that number if
want to talk about the kids. Dammit, Batman! What the
happened?

BATMAN
The Joker.

GORDON
Yes, and just where is the Joker?

BATMAN
I've got him.

GORDON
I know you wanted to handle this alone but come on. I
didn't know you weren't even going to bother to bring h
in! You know it's against every rule we've set for one
another for you to go off and do something like that.

BATMAN
It's the only way. He wouldn't be safe in prison or in
Arkham. And even if Superman didn't find him and kill
he'd still eventually get out. He always does. Where
have him is a lot safer for him AND for us.

GORDON
Do you have any idea how the news is portraying this?
you? Nobody really knows what went on over there. All
know is that the Joker showed up, killed a bunch of kid
then you and him ended up leaving together. How do you
think that looks? Half of Gotham is in a state of pani
I've had the Mayor, the DA and the Governer all taking
ramming me up my ass all night long about this.

BATMAN
Things got more messy than I expected.

GORDON
No shit. What do you think is going to happen tomorrow
morning? When the other half of Gotham wakes up and se
this.

BATMAN
I was just trying to do the right thing.

GORDON
(stops and thinks) I know that. (more thinking) It's
your fault. I shouldn't have let you handle it alone.
Maybe it's my fault. Maybe it's nobody's fault. The
problem is, that's not good enough. (more thinking)I'm
afraid this is it, Batman. They're not even asking for
badge. They're just going straight for the head this t
And when my head rolls, yours is gonna be rolling right
along with it. I've already seen some of the morning
papers. What do you think they're saying about you?

BATMAN
I can imagine. It's most likely warranted.

Gordon turns to face Batman.

GORDON
Maybe. I don't know. No. It's not. Dammit! All the
years, Batman. You've done more for this city than any
else has ever dreamed of doing. And you know...I don't
think you've ever gotten one thing for it. Maybe you'v
gotten some kind of personal satisfaction out of it tha
don't know about but aside from that, has anybody ever
thanked you for all that you've done?

BATMAN
You have.

GORDON
Yeah, but what am I? I'm just an old man that can't qu
smoking. An old man that used to enjoy having a beer a
cheating on his wife. Until his wife got killed, now h
can't even look at a woman. You deserve the key to thi
damn city, not the door slamming shut on your ass on yo
way out.

Batman walks out of the shadows and stands next to Gordon. Gordon tur
back around and they stand at each other's side, looking out over the
city.

BATMAN
I don't know if I do or not. I look out at this city a
don't see a bit of difference from the first day I put
suit on.

GORDON
There's a difference. It may not jump out at you, but
there. At least it was until tonight. All those kids

BATMAN
I screwed it all up didn't I?

GORDON
You're still human under that mask. Some people don't
realize that.

BATMAN
That was the idea.

GORDON
Yeah, but I know better. (Pause) I just called you he
give you fair warning about what's about to go down. A
guess, dammit, I've stood by you for all this time, I'm
about to turn on you now. Tonight was nobody's fault.
was everybody's fault. Things are gonna get nasty arou
here. I just want you to know that I'm still your frie

BATMAN
I know you are. That's why your thanks is all I ever
needed.

GORDON
Well, you've got it.

BATMAN
I couldn't have done any of this without your help.

GORDON
Yeah, I know.

BATMAN
But I think you're wrong about one thing.

GORDON
What's that?

BATMAN
About it being over. I have a bad feeling that it's no
even close to being over yet.

GORDON
What's the latest?

BATMAN
Superman might be dead.

GORDON
Really?

BATMAN
Yes. But most likely not. I was on my on my way to ch
it out when I saw the signal.

GORDON
What if he isn't?

BATMAN
I'll hear from him soon enough then.

GORDON
Just what are you doing, Batman? Do you even know your
Why did you take the Joker wherever you took him? You
you're trying to save him but he sounds more like bait
me. Just who are you trying to save?

BATMAN
I'm trying to save everybody.

GORDON
You can't save everybody. Somebody's going to fall for
of this. Joker, Superman or maybe you. This has bad n
written all over it.

BATMAN
Yes.

GORDON
What happens if Superman takes the bait?

BATMAN
I don't know. It's not exactly my most planned out mis
Haven't had time for a plan.

GORDON
Why don't you just let him kill the son of a bitch and
it over with? Maybe if he gets this out of his system,
will all be over. Maybe it won't fix everything...but
it'll fix a lot.

BATMAN
I've looked into his eyes, Jim. He's not there anymore
Once he kills the Joker, it'll only get worse. He'd no
longer have that single idea to focus his insanity and
on. He's gone. There's no trace of the old Superman i
those eyes. Just hate.

GORDON
If that's true...he has to be stopped. Good God, this
Superman. This is a man that could pretty much destroy
entire planet if he went that far couldn't he?

BATMAN
He could cause quite a bit of damage.

GORDON
He's has to be stopped. I've kept it quiet as long as
can, Batman. I've denied every rumor and dodged every
question. But the witnesses are piling up. Soon, ever
will know that it's him. Once that happens, I'm now su
what's going to go down.

BATMAN
I'll stop him, Jim. I don't know exactly how, but I wi
I just need your trust for one last time.

GORDON
I should be talking to the higher ups right now instead
standing out here, freezing my ass off, talking to you.
should let them know everything. The Mayor already has
national guard on standby outside city limits. I've ke
them out as long as I can. Maybe I should just quit
fighting it.

BATMAN
Why don't you?

GORDON
Because I don't trust them. Because I don't want a bun
trigger happy rednecks firing bullets in the sky every
a bird flies over. Because you're the only one I can t
to stop this maniac. Because this city has always belo
to us every since the first time we stood on this roof.

Gordon turns to Batman. Batman continues to look out over the city.

GORDON
You listen to me, Batman. This is Gotham city. This i
your city. Who knows what the future brings but right
it's still your city. This flying asshole shows up and
near destroyed everything we've built. If he's still a
I want you to find this son of a bitch and I want you t
send him back to Ork or wherever the hell he came from
his cape stuck up his superpowered ass. You got me?

Batman slowly turns to Gordon, reaches his out his hand and they shake
like manly men.

GORDON
Go.

The hands part, Batman turns and walks right off the roof. Gordon wal
closer to the edge, leans over, but Batman has already vanished.


INT. WAYNE MANOR - LIBRARY

The massive library looks like any library. The high walls are filled
with books from the floor to ceiling, from wall to wall. Only, in thi
library, one of the walls has risen up into the ceiling to reveal a la
bank of security monitors along with a computer. The monitors all hav
different camera angles in various parts of the house and of the cave.
The wall to the right of this features a LARGE bay window that looks o
over the Wayne property. Alfred sits in front of the monitors. One l
folded up on the other. Holding a cup of tea, a book resting on his
knee. He sips the tea as he reads the book then looks up and watches
monitors for a second. He looks at the monitor closest to him that sh
the Joker in his cell. The Joker is trying to squeeze his head throug
the bars to no avail. Alfred just shakes his head at him and goes bac
to reading. As he is reading the front doorbell rings loudly through
house. Alfred turns toward the door to the library as if he is about
go answer the door but then stops and returns to his reading. A secon
later the bell rings again. Alfred now looks agitated and sits up. H
sets both his tea and his book down and pulls his chair up to the
computer. He types on the keyboard and the Joker monitor switches to
camera showing the front door. He uses a small joystick to pan the
camera around the area but nobody is there. He huffs as he shakes his
head again and switches the monitor back to the Joker's cell. He lean
back and goes back to reading. The bell rings again.

ALFRED
Oh for heaven's sake.

He leans back up to the computer, switches the monitor again but this
time the monitor comes up showing nothing but snow.

ALFRED
What in the world?

He tries another camera, it works. He switches it back to the front
door, snow again. He tries switching a different monitor to the front
door, still doesn't work. The bell rings again. Alfred looks at the
library door again and waits for another ring. It does. Alfred stand
and exits the library.


INT. WAYNE MANOR - MAIN ROOM

Alfred walks down the main stairs which head to the front door. Halfw
down the stairs the bell rings again. Only this time it doesn't stop.
It keeps ringing and ringing and ringing and ringing.

ALFRED
Good heavens! Enough! I'm coming!

He walks up to the door and begins to unlock it. As the massive lock
clicks open, the ringing stops.

ALFRED
Thank you!

Alfred opens the door. The camera switches POV shooting from the outs
in at Alfred (closeup)as the door opens up just enough for Alfred to
stick his head through. Alfred sees something that makes his face tur
white.

ALFRED
Oh God. Not you too. Not you.

A blue sleeved arm comes up from underneath the camera and flings the
door wide open and sends Alfred stumbling backwards. The camera then
begins to walk in as we see this from the person's POV. Alfred contin
to stumble backwards until he finally falls all the way down on his re
The camera continues to stalk him as he tries to push himself backward
across the floor. But he's too old and slow and the camera catches up
with him. He simply stops trying and looks straight up at the camera.

ALFRED
Please listen. You don't want to do this. He'll hunt
down.

The man doesn't answer. Instead, he starts laughing. Quietly at firs
but it builds into a loud roaring laughter.


EXT. GOTHAM COUNTRY SIDE

The Batcycle flies down the road leading to Axis Chemicals. As he tur
the corner and the building comes into view, he kills the cycle's ligh
and begins to slow. The cycle creeps through the crashed gate and up
towards the main entrance where the car is parked. He sees the Batmob
still parked outside the entrance and drives up to it. He hops off th
cycle and walks up to the car to get a closer look. The car is differ
from when we last saw it. The driver's side door is laying on the
ground. There are bad dents all around it, some in the shape of fists
some in the shape of feet. The windows are smashed. The tires are
shredded. The car is basically totaled. Batman just stands and stare
knowing what it means. He leans into the car and pulls out the radio
handset, it is broken of course. He goes back to the cycle and pulls
handset off the handlebar.

BATMAN
Bad news, Alfred.

He waits for a response.

BATMAN
Alfred?

He waits again. He checks the radio to make sure it's working.

BATMAN
Alfred? (nervously)

When no response comes after the third attempt, he drops the handset t
the ground. He jumps on the cycle, floors the accelerator and spins t
bike around. The bike straightens and rockets back out through the ga
and into the blackness of night.


EXT. GOTHAM CITY STREET

The camera zooms in on Batman's face as he pushes the cycle even furth
trying to get back across town as fast as possible. Zooming past cars
an astonishing rate of speed. He eventually pulls past the camera and
zooms away.


INT. BATCAVE

The Batcycle comes roaring through the Batcave's vehicle entrance.
Batman wastes no time to completely stop the cycle, he slows down as m
as he can and then just jumps off. Leaving the cycle to fall over on
it's side and go sliding into the wall. Batman lands on his feet and
looks around. He already knows something is wrong because the securit
system didn't try to stop him on entry.
As he looks around he grows more and more certain that something is wr
as he starts noticing the damage. The giant Penny and Dinosaur statue
have been toppled over. The main computer is smashed. The mannequins
that used to display the various Batman costumes are completely torn
apart. He walks through the entire Batcave. Some things are destroye
some things are unharmed. He makes his way all the way through the ca
heading to the cell, already knowing what he will find. As the cell
begins to come closer, his fears become a reality. The cell bars are
bent wide open. The camera switches to a shot of Batman's face as he
walks closer to the cell. His face is one of horror.

BATMAN
Oh my God.

Batman just stands and stares. The closeup continues but quick flashi
cuts of what Batman is seeing start popping up. We aren't shown what
looks like in detail but from what is shown there doesn't seem to even
a body left. It's as if a large wild animal was let loose inside the
cage. Blood is everywhere inside the cage and even more is splattered
outside the cage. We can see glimpses of the Joker's ripped apart
clothing. But the remains are almost completely smashed to nothing.
Some big chunks lay about but nothing that you could identify as a hum
part. Finally the flash cuts stop and Batman's head spins toward the
steps leading up to the house. (switch to his POV with a Vertigo styl
tricky moving in/moving out shot cause Vertigo kicks ass) He can see
entrance at the top of the steps is destroyed.

BATMAN
Alfred...

Batman takes off. As he runs at full speed up the stairs he reaches u
and rips the cowl off and throws it to the ground.


INT. WAYNE MANOR - MAIN ROOM

Bruce charges through what remains of the Grandfather Clock entrance t
the Batcave and into the house. He immediately notices that the front
door is wide open.

BRUCE WAYNE
Alfred? Alfred!

He runs through the downstairs rooms of the house, calling out for
Alfred. Once again, he finds some items smashed and destroyed, some
items remain. It's like a tornado going through a trailer park, some
trailers are destroyed, while others are untouched. He eventually end
up back in the main room. He stops running for a moment and for the
first time looks at the floor. He notices a single drop of blood. He
walks closer to it and looks around it. He notices a couple more drop
He starts following the drops and they lead to the staircase. He look
up the stairs and calls out once more. He doesn't wait for a reply
before he begins his ascent. But he's no longer running. He knows wh
he'll find up these stairs and he's in no hurry to find it. He finds
few more drops that lead to the library. The tall doors to the librar
are closed.


INT. WAYNE MANOR - LIBRARY

The doors to the library swing open and Bruce steps in. The first thi
he notices is the sound of the outdoors. He looks across the room and
the bay window is shattered. The library is completely dark except fo
the moonlight coming in through the broken window and the dim light fr
the security monitors. Then he notices the chair. A chair sits in fr
of the window. He also notices somebody is sitting in the chair as if
they're looking out the window over the property.

BRUCE WAYNE
Alfred? Is that you?

He walks across the room. Up to the chair. He pauses behind it. He'
now completely sure that it's Alfred in the chair. The last thing he
wants to do is walk around to the other side of the chair, but he forc
himself to. As he comes around to see Alfred, tears begin to stream d
his face.

BRUCE WAYNE
Not you.

Alfred sits in the chair. His eyes wide open, looking out the window.
His coat and tie gone, his shirt ripped around the collar. His neck i
bruised and blood has ran out of his mouth and down his chest. The si
is made all the more horrifying by the dim moonlight casting strange
shadows across his body.

BRUCE WAYNE
No.

Bruce falls to his knees in front of the chair.

BRUCE WAYNE
Alfred.

He covers his face with his hands and sobs for a moment. He slowly lo
back up at Alfred in silence until he can't stand it anymore. He reac
out and grabs him. He hugs his dead friend and lays his head on his
shoulder.

BRUCE WAYNE
I'm sorry. I'm so sorry.

He falls back down and sits on the floor, resting his head on Alfred's
knee. About 30 seconds later he hears the sound of a woman's footstep
nearing the library.

SELINA
Bruce?

Selina walks into the library's door. Bruce doesn't say anything, he
doesn't move. Selina walks across the library and finds him still
leaning his head on Alfred's knee. Her hands go up to cover her mouth
and her eyes water.

SELINA
Oh, Bruce...

She kneels down beside him and holds onto him. They stay there for
another 30 seconds or so, sitting in silence.

BRUCE WAYNE
I....am so....sick...of this....death.

SELINA
I'm sorry, Bruce.

BRUCE WAYNE
My whole life has been nothing but death. My life didn
even start until my parent's death. I spent whatever t
life has been only trying to stop death. The only thin
did was cause more of it.

SELINA
It's not your fault.

BRUCE WAYNE
Yes, it is.

SELINA
No, it's not.

BRUCE WAYNE
You really think Alfred would be dead right now if I'd
put that mask on?

SELINA
Bruce, I know this is hard. I can't comprehend what yo
must feel right now. But you can't hold yourself
responsible for everything that happens in life. If yo
never had put on that mask, nobody knows. You might've
already drank yourself to death by now. If you had sta
here tonight, you both might be dead. And then we'd al
in trouble.

BRUCE WAYNE
I'm just so sick of it.

He finally lifts his head and turns around to face Selina.

SELINA
I know.

BRUCE WAYNE
I want out of this life. I want out of this death.

He grabs her by the hand.

BRUCE WAYNE
This is the worst moment of my life and it's the comple
wrong time to say this but I promise you that I'll make
right later.

SELINA
What?

BRUCE WAYNE
I don't want this anymore. None of it. The house. Th
cave. The mask. The life. The death. The only thing
want and need is you. I want you to be my wife. I wan
to leave with me. Leave all of this behind. Start ove
somewhere out there where this madness will never touch
again.

SELINA
Bruce...you know I will. All you've ever had to do was

BRUCE WAYNE
Will you marry me?

SELINA
Of course.

He stands up, pulls her to her feet and kisses her.

SELINA
Whatever you ever need, I'll try to give you.

BRUCE WAYNE
I know you will.

He grabs her by the hand and they sit still for a minute.

BRUCE WAYNE
I'm sorry to say this, but what I need right now is to
alone.

SELINA
I understand.

He walks her toward the library's door.

SELINA
Would you like me to call anyone?

BRUCE WAYNE
No.

SELINA
Nobody? What about the police? Dick?

BRUCE WAYNE
Nobody.

She stops at the door and stares at Bruce.

SELINA
But why?

She lets go of Bruce's hand and her voice get slightly angry.

SELINA
What about all those things you just said?

BRUCE WAYNE
They're all true. I want to marry you. I want us to l
here together. But not yet. This isn't finished. He'
still out there. He came in to my city and threw my wh
world upside down. He came into my home and killed the
that raised me like I was his own.

SELINA
Let somebody else handle it. Please.

BRUCE WAYNE
Like who? There's nobody else that would stand a chanc
Listen, I have to do this. Alfred's dead body is sitti
right over there. He didn't deserve this. And I will
damned if I'm going to let his killer just roam free.
way. I'm taking him out.

SELINA
Do what you have to do, Bruce. I'm just not in a hurr
do the widow thing.

She walks out into the hallway and looks back at him.

SELINA
I'll leave you alone. You do what you have to. You kn
how to reach me if you need to.

BRUCE WAYNE
Thank you, Selina.

POV from inside the library looking out at Selina as she watches the
giant doors slowly shut. Bruce turns away, he walks over to the secur
system. He looks down at the keyboard for a moment, looks back at
Alfred, and then back to the keyboard. He types in a command and all
monitors shut off except the main one. The camera zooms in on the
monitor. (It doesn't became the entire picture, it just zooms in, as
allow cuts to Bruce as he watches) The monitor switches to a shot of
library. Alfred sits like he did earlier, Reading, drinking, watchin
the screens. Bruce taps on the pad and the action speeds up. He sees
Alfred stand up so he stops forwarding. Alfred walks out of camera vi
The camera switches to the hall camera, showing him heading to the ste
He forwards again until he sees the door open and Alfred get knocked t
the ground. The camera in the main room is over the entranceway looki
down. So all Bruce sees is Superman's back as he walks up and looms o
Alfred as in the scene earlier...it is impossible to see Superman's fa
Cut to a shot of Bruce's face, filled with rage. Back to the monitor.
Superman grabs Alfred by the collar and lifts him into the air. He sl
him across the face. Bruce taps on the pad some more and the sound fl
on. The first sound is the crack of another hard slap.

SUPERMAN
I know the cave is down there. How do I get in?

Alfred's feet thrashes around in the empty air below him. But he does
seem to give a damn about Superman's question.

SUPERMAN
Don't play dumb. I know you know. Where IS IT!?

ALFRED
I haven't the foggiest....

Superman punches Alfred in the stomach and then drops him to the groun
Alfred lands in a heap and sits on the floor coughing, a few drops of
blood can be seen coming out of his mouth. Cut to a shot of Bruce
wincing and then back.

SUPERMAN
I'll kill you if you don't tell me.

ALFRED
It doesn't matter anyway. (Coughing) Even if you got
the cave, the security system would tear you apart.

Superman grabs him and picks him by his arms now.

SUPERMAN
Well, I guess you'll just have to tell me how to shut o
that security system won't you?

ALFRED
I'll tell you no such thing.

Superman slaps him across the face again.

SUPERMAN
Well then. Let's play a game.

Superman hurls Alfred halfway up the stairs, then starts heading up
towards him.

SUPERMAN
Let's play kick the old man until we find the security
system.

He reaches Alfred and kicks him up a few more steps. He walks up and
kicks him again, knocking him to the top floor. The camera switches n
to a upstairs camera, we still can't see Superman's face from this cam
either.

SUPERMAN
I hope that it's upstairs for your sakes. Otherwise, i
gonna be a long night.

Alfred lays on his side, clutching at his ribs. He glances up quickly
the library's open doors and tries to climb his way to it. Superman
stands and watches for a second.

SUPERMAN
And where are you trying to get?

He walks up to Alfred, grabs him by his leg and lifts him up into the
air.

SUPERMAN
Let's see, shall we?

Alfred twists and turns in mid-air, trying to escape, as Superman carr
him by his leg, upside down, into the library. Camera switches to the
library cam, Superman's face hidden by shadows as he enters the room.
Superman sees the computer and monitors. When he does, he tosses Alfr
across the room. He lands near the chair where his body now lies.
Superman heads over to him and picks him up by he throat, holding up i
front of him, his feet kicking wildly once again.

SUPERMAN
I don't suppose you'd tell me how to turn this thing of
would you?

Alfred just continues to struggle.

SUPERMAN
Didn't think so. Seeing as how you're so very un-usefu
it's nap time.

Superman squeezes on Alfred's neck. Alfred starts thrashing around as
much as he can, struggling to break free. But it does no good and he
starts to weaken and slowdown. Suddenly the screen pauses. Bruce's
gloved right hand reaches up and covers the monitor and his head falls
down to his chest. He stays that way for a moment then looks back up.
His eyes filled with tears. The monitor un-pauses, but this time it
starts playing twice as fast as Bruce skims through it. In fast forwa
he watches as Alfred falls limp and lands at Superman's feet. He watc
Superman walk over to the console and begin trying to shut the system
down, he eventually does and he leaves the room. He then walks throug
the upstairs area, trashing objects at random. Cameras switching to s
him in the various rooms, but never showing his face. He heads
downstairs and does the same until he reaches the Grandfather clock.
grabs the clock at each side and rips it away from the wall, revealing
the entrance to the cave. He enters and walks down the staircase. He
makes his way across the cave, breaking more objects at random, until
finally reaches the cave. Bruce slows the motion down to normal now a
the camera switches POV again as Superman walks up to Joker's cell. Th
time, shooting from behind Superman, over his shoulder, zoomed in at
Joker in the cell. Joker sits in his cage and doesn't even look up as
begins the conversation.

JOKER
Took you long enough to find me. You could take a few
lessons from old Bats in the detecting department.

SUPERMAN
That's where you're wrong. I enjoy doing it the hard w
It makes it more fun.

Superman leans in.

SUPERMAN
You made a mistake.

JOKER
No kidding? The only mistake I ever made was not finis
you off when I had the chance. Even the Bat would've g
me a medal for that one.

SUPERMAN
I've come to kill you.

JOKER
Ooh....what a shocker! You know what the joke is in al
this? It's that, you may be the only person that's mor
insane than me.

SUPERMAN
How do you figure that?

JOKER
Well, let's see. You want revenge right? Revenge for
Revenge for my murdering your wife. What did you do wh
you got to Gotham? You murdered Harley. You murdered
Harley. You've already gotten your revenge on me. I k
your girl, you killed mine. You've already won. You'v
broken me. Batman could never have broken me, but you
it.

SUPERMAN
Breaking you emotionally isn't enough. I want to feel
bones break between my fingers.

JOKER
You're one crazy son of a bitch. In another lifetime,
be best friends. But in this world you're not even an
enemy. You're just a panty wearing piece of shit. And
walk in here, you stand in front of my little cage and
try to intimidate me and scare me. Well, guess what...
don't scare me. I may be crazy but I'm not insane enou
think I stand a chance against you. You can kill me li
was nothing. You're going to kill me. I know it, you
it. But the thing you don't know is that I don't care.
Kill me. Living isn't much fun anymore anyway.

SUPERMAN
I'll be more than happy to oblige.

JOKER
But here's the joke. The joke is...I WANT you to kill
I may not be able to fight you, but in the end, I'm goi
beat you. Because I know HIM. Better than you ever co
I know that the punchline to this joke isn't going to c
from me or come from you. When you kill me, you're cro
HIS line. Remember that when you're crushing my wittle
bitty bones under those big red boots of yours. Killin
is killing yourself. So in the end, the last laugh bel
to me.

SUPERMAN
You want to know what's really going to happen? I'm go
to kill you. I'm going to tear you apart. And if Batm
doesn't like it, he can die right along with you.

JOKER
If that's how you feel, then why don't you hurry up and
on with it?

Joker looks up for the first time and sees Superman's face. His face
turns to a look of shock.

JOKER
Your...your face....

Joker's face turns from shock to a huge grin.

JOKER
Your face!!!!

He begins to howl with laughter.

JOKER
Oh! Oh! I wish I could see Batman's face when he sees
this!!! How utterly fantastic!!!

He laughs uncontrollably as Superman bends the bar apart and makes his
way into the cage. Superman punches him but the laughter doesn't stop
Another punch, more laugher. He starts punching faster and faster. T
laughter continues. Superman becomes more and more enraged and punche
harder. The punch does the trick as a giant splatter of blood covers
cage and the laughter ends. Bruce reaches down and speeds it up again
He watches Superman punch and punch and punch, blood splattering
everywhere. Finally, he stops. Bruce slows it back down as Superman
backs out of the cage. When he's backed out of the cage, he starts to
turn around. Just as we're about to see his face, we switch to Bruce'
reaction of shock, just like Alfred and Joker.

BRUCE WAYNE
Oh....God.

The camera turns from Bruce's face to the monitor to show a close of
Superman's face. Not only is his face covered with blood but his face
white, his lips bright red, the whites of his eyes are yellow, a mangl
smile is ripping across his face. His face has been disfigured the sa
way as the Joker's. Superman begins to laugh as he looks up and notic
the camera. He looks straight into it and smiles even bigger. He rai
his hand and waves. The monitor pauses on Superman's smiling face. A
moment later Bruce's gloved hand smashes through the monitor and spark
fly out. He pulls it back out and turns toward the window. He walks
toward it, stopping at Alfred's side to pat him on the shoulder. He
stands in front of the window and looks out. Lightening crashes acros
the sky in the distance. The camera cuts around to Bruce's face as he
stares out into the darkness. Another flash of lightening reflects of
his face. Another strike, this time it fills the screen with white
light, after it fades we have cut...


EXT. WAYNE MANOR - NIGHT/POURING RAIN

The lightning flash cuts to a tilted spooky shot of the gigantic
tombstone of Bruce's parents. The tombstone is over 7 feet tall and i
cement angel with it's arm's stretched out. At it's feet, a plaque re
"Thomas and Martha Wayne". The lightning flashes again which cuts to
another tilted shot of a tombstone, Jason Todd's. Lightning strikes,
to a shot of Sheila Todd's tombstone. Lightning strikes, cut to a sho
of Bruce digging a fresh grave. He is shirtless and the rain beats do
hard on his back.
We can only see his torso as he shovels mud out of the 4-5 foot deep
hole. Lightning flash and cut to a shot of Bruce standing over the
freshly covered grave. He tosses the shovel to the side. He pulls
something out of his pocket and looks at it before leaning down and
placing it at the head of the grave. Lightning flash cut to a close u
of the item. It is a picture of Bruce as a child, holding Alfred's ha
and smiling. Lightning flash cut to a wide shot of all the tombstones
side by side and Bruce walking back toward the house in the background
Lightning strikes across the sky and nails the single spooky dead Slee
Hollow tree and it bursts into flames.




INT. BATCAVE - COSTUME SECTION

Bruce walks past the destroyed mannequins and up to a wall. He punche
code into a keypad and the wall rises up to reveal a small room. The
room is bright, metallic and computerized. Straight across from the
entrance is another metal sliding door. Bruce enters and goes to the
left, he taps a command on a keyboard and the metal sliding door opens
Inside the door it is dark and a motorized hum can be heard. Suddenly
mannequin glides out of the dark room attached to a track on the floor
The mannequin is wearing the new Batman suit. It looks more like armo
than a suit. Sleek, metallic and aerodynamic. The suit is nearly
completely black except for a dark red tinge to the cape, red eye slit
and a red bat across the chest. Like the Batman Beyond suit except no
skinny and gay looking. The gloves are dark blue, almost black
themselves. On top of the gloves is the weapon systems, a small box
capable of firing batarangs like a gun. On the bottom of the right gl
is another box, this for firing the grapple line. On the bottom of th
left glove is the secondary weapon, able to fire anything from smoke t
gas to acid. The face is completely covered. Instead of a utility be
small compartments are attached directly to the suit going across his
waist. Bruce taps more commands on the keyboard. The computer monito
shows "Batman ver-2.3 Bootup Initialized". A thin rod lowers from the
ceiling and attaches to a small link connector on the top of the helme
A computerized female voice sounds off from out of nowhere.

COMPUTER
System check, initialized.

A shot of the suit's ears.

COMPUTER
Audio and Video links...check.

A shot of the red eye lenses.

COMPUTER
Targeting system...check.

A shot of the red logo on the chest.

COMPUTER
Synaptic connections...check.

A shot of the arm.

COMPUTER
Mechanical muscle enhancer...check.

A shot of the left glove.

COMPUTER
Primary weapon system...check. Secondary weapon
system...check.

A shot of the right glove.

COMPUTER
Grapple system...check.

A shot of the boots.

COMPUTER
Magnetic soles...check.

A full body shot.

COMPUTER
Flight system...

The cape rises up to each side and hardens, becoming wings.

COMPUTER
...check.

The cape begins to descend back into place.

COMPUTER
All systems operational.

The camera takes one final wide shot of the suit, then zooms into the
bat symbol on it's chest.


INT. BATCAVE - LAB SECTION

Close up of Bruce sitting at a counter. Holding up his last two chunk
of Kryptonite. Cut to a shot of a mechanical arm lifting out of the
table. Cut to Bruce placing one piece of Kryptonite in a vice grip li
piece of equipment, a metal tray underneath it. Cut to a shot of the
mechanical arm firing a small laser beam at the Kryptonite. Where the
beam hits turns to dust and the dust falls into the metal tray. Cut t
large clear bowl sitting over a burning flame. The bowl is filled wit
liquid. Bruce stands over the bowl, slowly and carefully pouring in t
green dust. As it hits the boiling liquid, it begins to glow green.
to Bruce pouring the green liquid into what looks like a large paint g
Cut to a shot of him carrying the paint gun up to the new suit. Cut t
various shots of him spraying the green mist over the entire suit as w
as his batarangs. Cut to him walking out of the room. Then cut to hi
walking up the stairs to the house.


INT. BARBARA'S COMPUTER OFFICE - THE NEXT MORNING

Barbara types away at her keyboard until she hears a knock from the fr
door. She ignores it the first time but once the knock comes again, s
backs away from the computer and wheels out of the room.


INT. GORDON'S APARTMENT

Barbara wheels up to a small desk next to the door and reaches in,
pulling out a revolver.

BARBARA
Who is it?

BRUCE WAYNE
It's me.

BARBARA
Me, who?

BRUCE WAYNE
Bruce.

BARBARA
Bruce?

She puts the revolver back in the desk and shuts it. She slowly unloc
the door, takes a breath and then pulls it open.

BRUCE WAYNE
May I come in?

BARBARA
Come on.

She wheels out of the way as Bruce enters, shutting the door behind hi

BRUCE WAYNE
Is your dad here?

BARBARA
Didn't you hear?

BRUCE WAYNE
No.

BARBARA
He's cleaning out his office. They finally took his ba

BRUCE WAYNE
I'm sorry.

BARBARA
Don't be. I think he was pretty sick of the job anyway
he stayed any longer he'd end up a burnout just like yo
If you were smart you'd get out too.

BRUCE WAYNE
My mission isn't over yet.

BARBARA
Bruce, I don't know where you've been since you're litt
fiasco last night but you've missed a lot. The Mayor h
named Powers acting-commissioner until a permanent
replacement can be found and he's already issued a warr
for your arrest. The National Guard has been called up
go after Superman. They'll be here any time now and th
not going to spare you if you get in their way. This h
gone on too far.

BRUCE WAYNE
I agree with you. But I still have to finish it.

BARBARA
Why? I know you're hard-headed but even you have to se
that this...

BRUCE WAYNE
Alfred is dead.

BARBARA
.....what? Alfred? How?

BRUCE WAYNE
Superman. Killed him and the Joker.

BARBARA
Why?

BRUCE WAYNE
There is no why with him anymore. So quit trying to ta
out of it. It isn't over.

BARBARA
Bruce...

He gets down on one knee before her and grabs her hand.

BRUCE WAYNE
One way or the other. It ends tonight. But I couldn't
without talking to you first. I know I let you down an
sorry. I'm sorry that I've created this rift between u
don't know if I'll ever be able to fix it, but I'm sorr
that I hurt you.

BARBARA
No. I'm the one that should apologize. I asked you to
something that I knew you wouldn't do. I asked you to
the unthinkable. I shouldn't have.

BRUCE WAYNE
But if I had done it...

BARBARA
If you had done it you'd probably be dead or in jail
yourself. There's no need to apologize. I've already
forgiven you.

BRUCE WAYNE
But you were right. I never thanked you. Or Dick or J
or Alfred. I just always expected you all to do what y
were told or get out of my way. I shouldn't even have
brought any of you into my war in the first place. If
hadn't you wouldn't...

BARBARA
Wouldn't what? Be in this chair? It's too late for th
I'm in it. I'll be in it for the rest of my life. But
swear, I wouldn't trade one minute of what we did to be
of this chair. Besides, being on wheels doesn't make y
completely useless.

BRUCE WAYNE
I've noticed.

BARBARA
Noticed what?

Bruce points to the door leading to the computer room.

BARBARA
You knew?

BRUCE WAYNE
Yes.

BARBARA
The whole time?

BRUCE WAYNE
Well...not...the whole time.

BARBARA
And I thought I was so smart.

BRUCE WAYNE
Barbara, listen. I have one last favor to ask of you.

BARBARA
What is it?

BRUCE WAYNE
Your dad.

BARBARA
What about him?

BRUCE WAYNE
Jim is the only one that always believed in me. He's b
there since day one. He deserves to know. And if anyt
happens to me tonight I want you to tell him the truth.
Tell him everything. If there's one person that deserv
know everything, it's him. He may hate me for it, but
deserves to know. Will you tell him for me?

BARBARA
Of course.

BRUCE WAYNE
Thank you, Barbara.

BARBARA
But do ME a favor.

BRUCE WAYNE
What?

BARBARA
Make it back so I don't have to tell him.

Bruce stands back up without saying anything.

BRUCE WAYNE
I have to go.

BARBARA
In a rush to die aren't you?

BRUCE WAYNE
No. In a rush to set up a few tricks.


INT. POLICE HQ - GORDON'S OFFICE - AFTERNOON

Gordon sits at what used to be his desk. A box sits on the top with m
of his belongings thrown in. The walls and shelves are now bare. The
desk is empty except for the box and a photo. He picks the frame up o
his desk and looks at it. It's a Gordon family photo, obviously taken
some far off exotic vacation locale. Gordon in the middle, in shorts
a Hula shirt. Barbara standing to his left, holding his arm. Sarah o
his right holding the other. The women's faces are beaming but Gordon
looks like he's the most unhappy man in the world. Bullock knocks on
door as he enters the room, Jim's head snaps up.

BULLOCK
Hey, Commish.

GORDON
It's just Jim now, Harv.

BULLOCK
Oh..alright, Commish. You might want to see this.

GORDON
See what?

Bullock points to the window. Jim looks toward it, looks back. He
stands and puts the picture into the box. He walks over to the window
and looks down at the street below. Focus on his shock reaction.

GORDON
Oh my God.

BULLOCK
Looks like World War 3 just started.

Cut to Gordon's POV shot of an entire army marching down the city
street. A handful of tanks and other assorted armored vehicles, flank
on each side by marching soldiers. Then cut to a few street level sho
of the soldiers marching, the tank's treads rolling and citizens on th
sidewalks watching in awe. Go back upstairs as Gordon watches a fully
armed army helicopter fly across the sky.

GORDON
They brought the whole damn army. They're going to tea
this city apart! Where's that son of a bitch Powers at

BULLOCK
Follow me.


INT. POLICE HQ - HOMICIDE

Detective Montoya sits at her desk, her feet propped up on it. Acting
Commissioner Powers sits in a backwards chair he's pulled from another
desk, right next to her, leaning in. A handful of other detectives ar
spread out around the room but it's mostly empty desks.

POWERS
You're very pretty for a homicide detective.

MONTOYA
You smell pretty bad for a piece of trash.

POWERS
Now, now. Come on, Detective. It's a new day in Gotha
And I just want you to know that while sucking up never
worked on old man Gordon, it ALWAYS works on me.

MONTOYA
How'd you like to try sucking my shoe out of your ass?

POWERS
Such language for a detective. It seems to me that kin
language is only acceptable from meter-maids.

MONTOYA
Meter-maids? You're one horrible...

The door busts open and Gordon charges in with Bullock hot on his heel

GORDON
Just what in the name of God do you think you're doing?

POWERS
Jimbo? How's it going?

Gordon charges up, grabs Powers by his collar, lifts him up and slams
down on the desk, sending papers and debris flying off to the floor
below. Montoya jumps out of her chair.

GORDON
You son of a bitch.

POWERS
I've already got your badge, your gun and your job. If
want I can slap you behind bars too.

GORDON
For what?

POWERS
For assault and battery!

GORDON
It's my word against yours. And who would believe a
sniveling little cocksucker like you?

POWERS
I've got plenty of witnesses. Look around asshole!

Bullock steps up and looks around the room.

BULLOCK
Anybody see anything funny around here today?

He looks around and waits, no reply.

BULLOCK
Didn't think so. Sorry, pal, doesn't seem to be any
witnesses around here. I did happen to catch Jim as he
leaving about 5 minutes ago or so though.

POWERS
I'll have ALL your badges for this!

MONTOYA
Really? And how fast do you think I'll be drawing up t
sexual harassment charges?

POWERS
You bitch!

Gordon slaps him hard across the face.

GORDON
Shut up, Powers. What the hell is that army doing here

POWERS
Cleaning up your mess.

GORDON
Superman?

POWERS
Yeah. Superman. Superman, the Joker and Batman.

GORDON
What??

POWERS
I've got warrants for all three on more charges than yo
count in that Neanderthal cranium of yours. They've go
orders to bring them in alive, but if they can't...they
full authority to take them out.

GORDON
You're going to destroy this city! You've got tanks an
helicopters and everything else down there!

POWERS
What? Jealous because you didn't get to do it first?

GORDON
You think any of that is going to make a damn bit of
difference against Superman? Or Batman for that matter
He's survived worse. The only people that are going to
killed in all of this are those people out there just t
to live their lives.

POWERS
We're going to do whatever it takes to get rid of this
problem. If a few of the peasants have to die to reach
goal, so be it.

GORDON
So be it?

Gordon lets go of his collar. He looks at Bullock.

GORDON
So be it.

He looks back at Powers.

GORDON
You're a grade A asshole, Powers. I thought about figh
back. Trying to get my badge back. But you know what?
don't want it. I'd never be able to get your stench of
So you keep it and see how fun this job really is. Bec
quite frankly, that's the most cold hearted thing I cou
ever do to you.

Gordon turns to leave and Powers sits upright.

POWERS
You haven't heard the last of this! You hear me!

GORDON
I hear ya. (walking past Bullock) Enjoy your new boss,
Harv.

BULLOCK
New boss? (walks up to Powers) I ain't got no new boss

He pulls his badge out and throws it into Powers' face.

BULLOCK
You can have mine too. See ya around.

He follows Gordon toward the door.

POWERS
What?? You come back here!

Suddenly another badge slaps him from out of camera range.

MONTOYA
Asshole.

POWERS
You too huh? Who cares? Who needs you two lowlifes!?
There's plenty of other flatfoots that can take your pl
Get out of here.

The other detectives around the room begin to get up.

POWERS
Wait...

They all reach into their coats and pull out their badges.

POWERS
Don't you do this!! I'm warning you!

They all toss them down and walk out after Gordon, Bullock and Montoya
Powers sits on the desk in the empty room looking at the door.

POWERS
You'll be back!!! You'll all be back!! And when you c
back you'll all be on parade duty!!! You'll be back.


INT. CITY HALL - MAYOR'S OFFICE

The Mayor greets GENERAL WATERS at the door and leads him to a chair.

MAYOR HILL
General Waters. It's a pleasure to meet you. Please h
seat.

GENERAL WATERS
Thanks.

MAYOR HILL
I'm glad you've arrived. I've been looking forward to
for a long time.

GENERAL WATERS
You have?

MAYOR HILL
Yes, sir.

GENERAL WATERS
Well, if you don't mind, would you mind telling me just
the hell you want us to do here?

MAYOR HILL
What do you mean?

GENERAL WATERS
You bring us all the way out here because you got a cou
of crackpots running around in their underwear?

MAYOR HILL
Well...ummm...

GENERAL WATERS
This is a little on the weird side, Mr Mayor.

MAYOR HILL
They didn't tell you what...

GENERAL WATERS
Hell no. They didn't have time to explain the whole th
They told me to get here, I got here. All I know so fa
what you said out there in your press conference. And
know as well as I do that 75% of what's said during a p
conference is bullshit. Now you fill in the rest.

MAYOR HILL
Well, tell me General...just how do you feel about them

GENERAL WATERS
About who?

MAYOR HILL
Them!

GENERAL WATERS
You mean the costumes?

MAYOR HILL
Yeah.

GENERAL WATERS
They make me sick, quite frankly. I've never trusted t
bastards. I mean Superman, he's an alien right? That'
what it comes down to. Sure he looks like me and you b
ain't like me and you. I've never trusted the bastard.
never trust anybody with that kind of power. Everybody
kisses his little red boots, but I always thought he wa
lying son of a bitch just waiting for his chance to tak
over.

MAYOR HILL
Batman?

GENERAL WATERS
Well, don't know much about him. All I know is that he
freak with a cape.

MAYOR HILL
So, what would your feelings be if you had to say...you
know...if you had no alternative to....

GENERAL WATERS
Taking them out?

MAYOR HILL
Uh...Yes.

GENERAL WATERS
I'd do it with pleasure.

MAYOR HILL
Really? HA HA! General, me and you are going to get a
very, very nicely. Because that's exactly what I want
to do.

The Secretary beeps in on the intercom.

SECRETARY
Mr Mayor.

MAYOR HILL
I'm busy!

SECRETARY
I'm sorry, sir. It's Powers. He says it's an emergenc

MAYOR HILL
Dammit. Put him through!

He picks up the phone.

MAYOR HILL
Powers! This better be important. I'm sitting here wi
General Waters and we were just discussing our little
prob........what? How many? All of them?!?


INT. WAYNE MANOR - LIVING ROOM

Close up of a television. The lower right side features a GNN logo.
Mayor speaks at a press conference.

MAYOR HILL
...only to bring them to justice. General Waters and i
are under orders to shoot only if necessary. Batman an
Superman are both men of high caliber and deserve a fai
trial. We'll do every single thing we can to bring the
peacefully...

The footage of the press conference cuts and the ANCHORMAN pops on
screen.

ANCHORMAN
Ladies and Gentleman, we've just been informed of some
breaking right now at the City Hall. We go live to our
own, TRICIA TAKANAWA!

Cut to Asian reporter Tricia Takanawa standing in front of a large cro
of picketing police.

TRICIA TAKANAWA
Thank you, Steve. Tricia Takanawa here, live, in front
City Hall, where the ENTIRE Gotham Police Department ha
suddenly gone on strike. You heard me right folks. Th
Gotham PD is on strike and it's apparently to protest t
firing of James Gordon and the hiring of Assistant Mayo
Powers as his temporary replacement. This has come as
shock to us all but it has to be an even bigger shock t
Mayor Hill who has already had two seperate press
conferences today. The first, this morning to announce
Gordon's firing. The second, to introduce General Wate
and to announce the warrants for the arrest of Superman
Batman and the Joker. Mayor Hill showed absolutely NO
that something like this could happen so we can only as
that this was a surprise to him as well. We did manage
get a quote from...

The TV switches off. Cut to Bruce walking out of the room.


INT. WAYNE MANOR - LIBRARY

Bruce sits in the dark library in the same chair Alfred's body sat. H
sits and stares out the broken window. The sun is on it's way down.
to a close up of his face. A shadow falls over his face as the day tu
to night. He looks out into the darkness until his face shows a sligh
reflection of light once more. Cut back to the window...the batsignal
shining in the sky.


EXT. POLICE HQ - ROOF - NIGHT

General Waters and Commissioner Powers stand next to the signal. A
handful of armed soldiers stand around the roof.

GENERAL WATERS
You think this'll work huh?

POWERS
Sure, sure. He always comes running when Gordon flashe
this thing.

GENERAL WATERS
Yeah, but Gordon ain't flashing it.

POWERS
He'll come. Don't worry about that. They'll both come
And when they do we'll have them right where we want th

GENERAL WATERS
You better be right.

Cut to a closeup of General Waters as he says that. At the same time
whole screen turns red and a green crosshairs is aligned right on the
General's face. Various computer jargon is on the left and right in t
screen, barely readable. The cross hairs move over and lock on Powers
next and the screen follows.

POWERS
Trust me. They'll show. You just have your men ready
hit them with everything you've got.

GENERAL WATERS
My men are cocked, locked and ready to open fire on any
that moves.

POWERS
Good. Those poor dumb bastards won't know what hit the

The crosshairs move again. This time to a building across the street,
zeroing in on a sniper aiming his rifle at the roof. It moves again,
again. Finding a sniper positioned on every roof that surrounds polic
HQ. All guns trained at the building's roof. The scene zooms back so
the whole block around the HQ can be seen. The crosshairs starts zoom
all over the area, the word "Searching" flashes repeatedly in the uppe
left corner. It does this for a moment and then locks on one roof.
Searching becomes "Locked" as the view begins to zoom in once again.
zooms in on a roof two buildings away from HQ. It zooms in but sees o
darkness. "Enhance" blinks and the scene brightens to reveal Superman
hunched over, hiding in the shadows and looking intently at HQ. The v
then pans back again, it pans over 5 blocks away. We then cut back to
close up of Batman's new suits red eyes glowing in the night. Then cu
to see a shot of Batman crouching on top of a gargoyle on Gotham
Cathedral. A moment later he free falls away from the building. As h
falls his cape extends and connects to his arms. He pulls them up to
sides and uses them as wings. The soles of his shoes then ignite with
small burst of fire and he shoots up into the sky.


EXT. ROOFTOP

Superman leans down on one knee, hiding behind the ledge of the roof,
watching Powers and Waters every move.

SUPERMAN
Come on. You'll follow the signal. I know you will.
don't know any better. Look at them over there. Stupi
They think they can actually...

A thud behind him. He spins around, expecting Batman, but sees nothin
He looks down and sees a Batarang, old normal style. He picks it up a
notices two words scrapped into it. Crime Alley. He smiles then walk
forward, his logo filling the screen and going black.


EXT. CRIME ALLEY

The alley is dark and empty save for Batman, who stands under the only
working light. His cape flaps around him as he stands motionless,
watching the sky. Eventually his prey comes into view. Cut to a shot
Superman flying over Crime Alley and spotting Batman.

SUPERMAN
There you are.

Cut back to Batman as he pulls a detonator from his belt. He holds it
Superman can see it and presses down on the trigger.

SUPERMAN
What is this?

Out of nowhere a heat-seeking missile slams into Superman's side and
explodes. Another comes from his other side and does the same. Then
from the front and one from the back. Superman goes limp in the air a
falls to the alley's pavement. Batman watches him lay lifeless a few
yards away.

BATMAN
That should soften you up a bit. Now get up. I've got
plenty more tricks where that came from.


EXT. POLICE HQ - ROOF

The explosions can be seen in the background. Waters and Powers are
looking the other way. A soldier cries out.

SOLDIER
Sir! Sir!

GENERAL WATERS
What is it?

SOLDIER
Explosions!

Waters and Powers run over to the soldier's position and follow his
pointing finger just in time to see the final explosion.

POWERS
Son of a bitch! It has to be them.

GENERAL WATERS
Any idea where that came from?

POWERS
I don't know. It...it looks like Crime Alley. Get you
and follow me.

GENERAL WATERS
Fall in!

Powers, Waters and his men head back inside.


EXT. CRIME ALLEY

Superman pushes himself back up to his feet and walks toward Batman.
camera focuses on Batman first, to show that his suit is wired into th
lamppost. Then focuses back on Superman.

SUPERMAN
That was cheating.

He brushes himself off.

SUPERMAN
I see you've been shopping.

He reaches Batman and stands right in front of him.

BATMAN
I see you've got a new face.

SUPERMAN
Destiny's a bitch sometimes.

BATMAN
So is electricity.

He reaches up and grabs Superman by the throat. Superman's body
immediately tenses up and begins to shake. Sparks begin to pop out of
Batman's fingers. He reaches up with his other hand and places it rig
on Superman's forehead. Soon Superman's neck and head begin to smoke.
Batman keeps the grip on as Superman begins to scream. His scream kee
growing louder and louder and a electrical buzz erupts. After a minut
the light above explodes, showering them with glass. Batman releases
Superman falls to the ground. Batman stands over him as he writhes in
pain. Superman's nose is bleeding.

BATMAN
Bleeding so soon? Don't die yet, Clark. I've got a fe
more cards to play. The missiles were just to keep you
your toes. Frying your brain was just to keep you quie
a while. The fun part is just beginning. I've coated
suit in kryptonite. Not enough to kill you or to even
weaken you. But it's enough to put us on a even playin
field and make sure you feel every bit of this.

Superman starts to get up to his knees but Batman floors him with a pu
to the top of his head.

BATMAN
How many times did I tell you? For every power you've
I've got something better.

He nails him with another punch as he tries to get up.

BATMAN
And as far as you've gone over the edge. You're still
nowhere near being in my league.

He swings another punch but this time Superman catches the fist.

SUPERMAN
That's where you're wrong, Batman.

He powers his way up, holding on to Batman's fist.

SUPERMAN
And I don't have to use cheap tricks to make sure you f
this.

He punches Batman right in the face. Batman stumbles but comes right
back with a punch that connects with Superman's jaw. Superman throws
another punch but misses, he throws another before Batman can react an
nails him in the stomach. The two fight and exchange blows without
anyone taking a real advantage for around 3 minutes. Finally Superman
connects with a punch and Batman falls to the ground. Superman starts
reach down for him when a blinding light erupts at the end of the alle
shining on them both.

SOLDIER
Freeze!

Cut to a shot of General Waters, with a bullhorn, standing at the
opening of the alley surrounded by 20 soldiers and a tank, all aiming
Superman and Batman.

GENERAL WATERS
If either one of you bastards makes one slight move you
kiss your leotard wearing ass goodbye. It's up to you,
quietly or don't come at all.

Superman looks down at Batman.

SUPERMAN
Looks like you're on your own.

BATMAN
I wouldn't be so sure about that.

Batman raises his right arm as Superman lifts up into the air. As
Superman flies away, Batman fires his grapple and it wraps around
Superman's foot. They both go zooming into the air as gunfire erupts.
Cut to the soldiers firing into the air as Superman zooms away, Batman
dangling underneath them.

GENERAL WATERS
Hold your fire! Hold your fire! Dammit!!! Jones! Br
me that radio!

A soldier runs up with a hand-held radio. Waters snatches it away and
starts screaming into it.

GENERAL WATERS
This is Waters! I want that chopper here and I want it
now! Shoot on sight! Take these freaks out!


EXT. GOTHAM CITY - SKYLINE

Up in the skyline of Gotham, Superman flies with ease while Batman
struggles to maintain a firm grip on his grapple line.

SUPERMAN
If you want a ride, I'll give you a ride.

Superman twists and turns trying to lose him. He swerves in and aroun
skyscrapers. Superman looks up ahead to see a towering office buildin
covered in glass and speeds up. He slams through the windows and insi
the office building. Batman busts through the glass as well and gets
drug across the floor, bouncing off desk after desk. A few office
workers dive for cover as Batman bounces through their work. Finally
they bust out of the other side and continue on into the night. More
twists, more turns. They near Gotham Cathedral. Superman flies right
it but then zooms up at the last minute causing Batman to swing right
into one of the gargoyles. But as soon as he hits, he engages the
magnetic soles on his feet which attaches him to the gargoyle. A seco
later the gargoyle rips away from it's ancient base and both it and
Batman fly up into the sky. Superman whips around another building an
Batman slams into it's side, the gargoyle comes loose and falls to the
street below. Superman drags Batman whipping around another building
this time when they come around the corner the helicopter is waiting f
them. Superman reverses and heads in the other direction. The choppe
gives pursuit. Superman and Batman weave around building after buildi
the chopper chasing right behind and firing 2 machine guns at them.
Batman bounces off another building and ends up looking backwards, fac
the chopper. Cut to INT shot of helicopter.

PILOT #2
We've got missile lock.

PILOT #1
Missiles away.

Cut to Batman's POV again. This time the crosshairs lock on the missi
as they fire. Danger flashes in the upper right corner. Cut back to
normal. Batman sees the first missile fire and then the second. The
missiles zoom across the sky at them. Batman releases his grip and fr
falls into the sky and vanishing. The missiles fly over his head as h
falls and they go right after Superman. The missiles gain on him. He
looks over his shoulder watching the first trail him only a few feet
behind. When he turns back forward he just barely misses ramming into
another skyscraper. He moves to his right, causing the first missile
miss him and slam into the side of the building and erupt into a ball
fire. But this move only puts him directly in front of the second
missile and it slams into his back as he watches the first missile
impact. Another ball of fire erupts in the sky and Superman's smoking
body falls like a rock. He lands on the roof of the Gotham City Bank
his body breaks right through it. Cut to helicopter INT. The co-pilo
talks into the radio.

PILOT #2
Direct hit! Bogeys are down. Repeat, bogeys are down.
Bogeys are...

The helicopter suddenly tilts to the right for a second. The co-pilot
drops the radio.

PILOT #2
What the hell was that?

PILOT #1
I don't know. It feels like...it feels like we've pick
some extra weight. Go check it out.

The co-pilot stands up and moves behind the cockpit. He finds a safet
rope and attaches it to his belt. He slides open the door. As soon a
the door opens a gloved hand grabs his foot and twists it out from und
him. Batman flips up into the chopper and kicks him in the face,
knocking him out.

PILOT #1
Mayday! Mayday! We're under...

Batman knocks him out cold with straight punch. He grabs the controls
and pilots the chopper, landing it on the nearest rooftop. He shuts i
down, grips the control stick and rips it out. A voice comes over the
radio.

GENERAL WATERS
What the hell is going on up there? Was is it a hit or
Answer me dammit!

Batman picks it up.

BATMAN
Stay out of this, General.

GENERAL WATERS
Who is this?

BATMAN
You're men are unharmed. But I can't promise they'll s
that way if you cross paths with Superman.

GENERAL WATERS
Batman? Is that you?

BATMAN
Stay out of it.

The General continues to scream as Batman exits the chopper.


EXT. GOTHAM CITY BANK

Batman lands in front of the dark bank. He heads toward the glass doo
entrance as his cape descends back into place. He reaches for the doo
handle and the glass explodes. Superman comes flying out of the door,
spearing Batman in the chest and knocking him all the way across the
empty street and slamming him into the side of a parked car. Superman
stands up, grabs Batman by the throat and lifts him in the air. He
chokes him for a moment and then slams him down through the car's
windshield. He tries a double axe-handle but Batman sees it coming an
rolls out of the way, causing him to only smash the hood of the car.
tires explode under the pressure. Batman ends his roll on his feet an
charges right at Superman, nailing him with a running right punch that
rocks him back. But Superman returns the favor and the force of the
punch spins Batman all the way around. Superman grabs him from behind
and lifts him over his head. He slams him down on his knee and pushes
Batman's head and hip, trying to snap his back over his knee.

SUPERMAN
I'm going to break you, Bruce.

BATMAN
Not....if...I....can...help it.

Batman aims his left arm at Superman's face and fires acid out of his
secondary weapon compartment. Superman drops him and reaches to his
face. His face smokes as he holds it with both hands and groans. Bat
slowly gets up to his feet. Superman's hands go back down and he look
up at him. His face still smoking, some acid still bubbling on his fa

SUPERMAN
You love to play dirty don't you?

Superman flies at Batman, going for another spear. But this time Batm
blocks it with a knee to his face. Superman lands on his hands and kn
in front of Batman and takes a boot right to the face which sends back
to his feet, stumbling backwards away from Batman. Batman raises his
right arm as Superman continues to stumbles backwards. Switch to a sho
from his POV. The crosshairs lock on Superman's neck. Cut back to
normal. 3 of the new smaller, Chinese star like, batarangs fire from
glove and stick in Superman's neck. He screams out and grabs for them
Superman stumbles away from Batman as he grasps for his wounds. Batma
slowly walks after him.

BATMAN
Where do you think you're going? There's nowhere to hi

Superman pulls the bloody batarangs out of his neck, throws them down
continues to walk away. A passing car comes into view as it rounds a
corner. It heads down the road and has to slam on the brakes to keep
from hitting Superman. The driver sees the situation and tries to esc
in reverse. But Superman reaches down and grabs the bumper. The car'
wheels spin. Superman laughs as he lifts the car up.

BATMAN
No!

Superman spins around and heaves the car at Batman. Batman ducks and
rolls out of it's path and the car crashes into the street. Batman ju
up and runs to the car. He finds the driver unconcious, he checks for
pulse. After finding one he looks up for Superman but he's gone.

BATMAN
Dammit.

Suddenly Batman hears a noise. He recognizes it immediately and turns
around, looking down the road. Two tanks are rolling in his direction
General Waters's upper torso can be seen standing out of one of them,
holding his bullhorn up to his mouth.

GENERAL WATERS
End of the road, Batman! Don't move!

The turrets zero in on Batman.

BATMAN
Wait! Don't shoot! There's a injured civilian here!

GENERAL WATERS
Fire!

The tanks's barrels erupt. Batman's bootjets fire off, sending him
flying backwards, a split second before the the car and the surroundin
area explode into flames. He doesn't move fast enough to stay out of
it's way though. The fire and debris engulfs him for a moment. Cut t
shot from behind Waters as Batman comes barreling out of the explosion
straight into the sky, a trail of smoke behind him.

GENERAL WATERS
Son of a bastard!!!

He pulls out his handgun and empties his clip into the sky trying to
shoot down Batman.

GENERAL WATERS
Dammit!!!! Get this thing moving!!

Batman flys away from the area, his targeting system scouring for any
sign of Superman. A moment later, nearing the Victorian Hotel, Superm
comes flying from out of the clouds and slams into Batman's back.
Batman's flight system shuts down and he goes spinning out of control,
falling straight down. (In the background of this shot we can see acr
the street from the Hotel is a tower of scaffolding where construction
another skyscraper is under way. The new building is basically just a
outer shell right now, and the scaffolding is about 100 feet higher th
where construction is completed, which is about 15 floors.) After a
moment of free fall, the bootjets suddenly kick back in and Batman goe
zooming forward straight at the hotel. He crashes through a window.
to INT Victorian Hotel Room. Batman lands on the floor and skids acro
it and into the wall, right next to the door. A half naked couple jum
out of their bed, the woman covering herself with a sheet.

NAKED GUY
What the hell!??

Batman crouches near the door.

BATMAN
Get out of here...now.

NAKED GUY
This is my room asshole.

Batman stands up and towers over the man.

BATMAN
Unless you want your wife to find out about this
Councilman....go.

NAKED GUY
Uh...uh..uh..o..uh..k. Come on, honey.

He reaches for her hand.

NAKED CHICK
What about my clothes?

NAKED GUY
Buy ya new ones.

NAKED CHICK
Really?? Alright!

As he leads her to the door and grips the handle, the wall behind them
explodes as Superman breaks through. The woman screams.

NAKED GUY
Oh shit!

He grabs the door and runs out, leaving the girl.

NAKED CHICK
Hey!! Don't just leave me here!

Batman reaches over and yanks the sheet off. She screams, covers hers
with her arms and runs out of the room, screaming all the way. Batman
turns back to Superman and raises both arms. Batarangs fire out of bo
gloves like machine guns. Superman ducks out of view behind a couch a
Batman stops firing.

SUPERMAN
Still think you can beat me with silly tricks?

BATMAN
I'm not the one cowering behind a couch am I?

The couch comes flying up at Batman. It nails him and knocks him flyi
backwards into the wall. Superman comes walking up as Batman slowly
pushes the couch off. Superman grabs him by the neck and lifts him, h
pushes him back-first into the wall and chokes the life out of him.

SUPERMAN
Who's cowering now?

Superman doesn't pay attention to Batman's arm as he fires a Batarang
directly into his thigh. Superman screams out and breaks the hold. H
stumbles away from Batman and Batman charges him. Superman sideswipes
the move, grabs Batman by the back of the neck and heaves him through
open hole in the wall and into another freefall. This time Batman fir
his grapple and swings to the scaffolding across the street. A second
after he lands and retracts his grapple, Superman lands on the same be
a few feet ahead.

BATMAN
Having fun yet?

SUPERMAN
Tons.

BATMAN
You're going down tonight. You're going down for good.

SUPERMAN
Why can't you be more like Alfred? Just shut up and ta
your medicine like a good little boy.

Batman charges and nails Superman with a left uppercut, which he follo
with a left sidekick, a spinning right elbow and a roundhouse left kic
Superman stumbles and Batman spears him off the railing. The two fall
from the scaffolding and into the half finished skyscraper below. Bat
ignites his bootjets to make the fall faster and more powerful as they
slam into the first floor. They break right through the floor and sla
through the next one. Then the next, then the next. They break a hol
through every floor until they reach the very bottom of the building,
underground parking garage, where they slam into the concrete floor,
cracking it. The two lay there unconcious from the impact. Cut back
outside the construction site as General Waters pulls up being driven
a jeep with three other soldiers, followed by the two tanks.

GENERAL WATERS
I know they had to fall somewhere around here.

He looks around and up. He spots the hole in the side of the Hotel.

GENERAL WATERS
There! We've got em! Come on!

Waters and his three men exit the jeep and head toward the Hotel's
entrance. The DOORMAN stands in his path.

GENERAL WATERS
Step aside!

DOORMAN
They're....not here.

GENERAL WATERS
What? Get outta..

The Doorman points at the construction site.

DOORMAN
They're...in there.

Waters turns and looks.

GENERAL WATERS
In there? They're in there? You sure?

DOORMAN
Yes. Fell through the roof. Saw the whole thing.

GENERAL WATERS
They're in there! We've got em boys! Get on that horn
get some more men down here ASAP!

Cut to a EXT shot of Police HQ, which is surrounded by the army. Vari
shots of armed men jumping into transports and zooming away.



EXT. CITY HALL

Outside of City Hall, the police mob continues to strike. Gordon stan
off to the side sipping from a cup of coffee, Bullock right next to hi
Montoya comes running.

MONTOYA
Sir! Sir!

GORDON
Yeah?

MONTOYA
It's happening.

GORDON
What is?

MONTOYA
Batman. Superman. They've been seen going at it tooth
nail.

BULLOCK
So, I take it they didn't fall into Powers' trap?

MONTOYA
Of course not. But Jim, you were right. Waters is mak
mess out of things. Already had some civilian casualti
but not a scratch on Batman or Superman.

GORDON
Dammit. They're going to tear this place apart.

BULLOCK
Hey....take a look at this.

Bullock points them at the GNN news van as Tricia Takanawa and her
cameraman hurriedly load in their equipment.

MONTOYA
Wonder where they're going?

BULLOCK
Only one way to find out.

GORDON
Let's go.

Gordon jogs toward the van, Bullock and Montoya follows.


GORDON
Hey! You!

TRICIA TAKANAWA
Yeah?

GORDON
What's going on?

TRICIA TAKANAWA
Sorry, bigger news than you guys. Gotta run.

GORDON
Batman?

TRICIA TAKANAWA
Batman? It's not just Batman, it's like World War 3 ju
broke out.

GORDON
Where?

TRICIA TAKANAWA
The Victorian. You know the construction across the st

GORDON
Yeah.

TRICIA TAKANAWA
They're inside. Waters has them surrounded.

GORDON
Dammit. We've gotta do something.

BULLOCK
Like what? In case you didn't notice, we're on strike
There's no badges or guns anymore, just cardboard signs
stapled to wooden sticks.

GORDON
Well, take the signs off.

BULLOCK
We're gonna stop a tank with sticks?

GORDON
We have to stop them somehow.

BULLOCK
Sir, I....

GORDON
Get a dozen men and let's roll.

BULLOCK
Yes, sir.


EXT. CONSTRUCTION SITE

Waters' men have arrived and have surrounded the building.


INT. CONSTRUCTION SITE - PARKING GARAGE

Batman comes to and pushes himself up to one knee. He looks around hi
surroundings. It's a standard parking garage, concrete everywhere, th
cement columns. It's well lit thanks to a few floodlights left on by
some workers. The only trace of Superman is the crater his body made
impact. Batman searches the area for Superman but doesn't see a thing
He stands up and begins to walk across the room. Passing column by
column, his head turning back and forth, searching. As he walks past
another column it explodes and Superman comes flying out, knocking Bat
down and landing on top of him. Batman gets his legs up and flips
Superman off. Superman lands on his feet and Batman rolls up to his f
a few feet away. The stare down ensues.

SUPERMAN
Ok, Bruce. I've had enough for one night. You've made
point. But you'll still never beat me. All you can do
prolong the inevitable. Just roll over and die already

BATMAN
You're the only one bleeding, Clark. I haven't even br
a sweat.

SUPERMAN
No, but you've broken some ribs. I felt them snap.

BATMAN
You should've left when you had the chance. You should
have touched Alfred.

SUPERMAN
Boo hoo. You just got what you wanted didn't you? Ano
casualty for the little boy to cry his eyes out over.
Another father to bury. Another reason to fight.

BATMAN
I never wanted to kill. But I'm going to make an excep
for you. I'm going to make you beg.

SUPERMAN
Tell me. Are you really upset over Alfred? Or is it t
Joker? Which matters more to you?

BATMAN
The only thing that matters right now is seeing you suf

Batman's arm swings up and fires the batarangs once more. Superman
raises an arm up to block them. They make a straight line right down
arm. As Superman clutches at them Batman nails him with a kick to the
face. Batman goes on a major advantage for minute with a flurry of
punches and kicks.


EXT. CONSTRUCTION SITE

Waters stands to the side of his jeep as a young private runs up and
salutes.

PRIVATE
General Waters, sir!

GENERAL WATERS
Yes, son?

PRIVATE
The men are in position and are awaiting your orders.

GENERAL WATERS
Good, good. What I want is for you to get every single
piece of explosives we've got and pack them into that
building.

PRIVATE
Explosives, sir?

GENERAL WATERS
I'm gonna bring the whole thing right down on top of th
sons of bitches.

PRIVATE
Yes, sir!

Cut back inside. Open with a close up of Batman's face as Superman's
fist connects with it. The two exchange blows as they fight for the n
couple of minutes.


INT. HOSPITAL ROOM

Dick lays in a bed, his arm in a large cast and suspended in the air.
nurse checks with his IV and then heads out.

NURSE
I know you're getting out of here tomorrow but don't st
too late now. You need your rest.

DICK GRAYSON
I won't. I'm just gonna check out the news.

Barbara wheels into view.

BARBARA
Don't worry. I'll make sure he sleeps and I'll be out
here as soon as he does.

NURSE
Alright. Goodnight.

DICK GRAYSON
Goodnight.

She exits as Dick flicks on the TV. The screen shows Tricia Takanawa
standing behind a barricade, the construction site in the background.

TRICIA TAKANAWA
Downtown Gotham tonight looks like a war zone and nobod
knows what's going to happen next. All we know, is tha
according to eyewitness accounts, General Waters and hi
have BOTH the Batman and Superman trapped inside the
construction site you see behind me. The two have
apparently been spotted several times tonight and have
battling all over the city. General Waters has so far
unsuccessful in capturing either....

The TV switches off.

DICK GRAYSON
Dammit. I should be out there.

BARBARA
No. He's right. This is his fight, Dick.

She grabs his hand and squeezes it.


INT. CONSTRUCTION SITE - PARKING GARAGE

Superman goes flying backwards through another cement column. Batman
pounces on him and they brawl for another minute.

Cut to EXT. General Waters still stands by his jeep, in the backgroun
we can see a growing group of reporters pressing up against a barricad
Waters yells at a soldier.

GENERAL WATERS
I want those morons out of here and I want them out of
now!

SOLDIER
Yes, sir.

The soldier runs away as the same private from earlier returns and
salutes.

GENERAL WATERS
Are the explosives ready, private?

SOLDIER
Yes, sir, but we've got a problem.

GENERAL WATERS
What is it? We have enough don't we?

SOLDIER
Oh, yes, sir. Plenty. It's just...

GENERAL WATERS
Well, what is it?

SOLDIER
It's...that.

He points behind him at another section of the barricade. Waters turn
in time to see the barricade falling over as Gordon, Bullock and a doz
other officers walk in his direction, carrying sticks and other crude
weapons. (Looking like a Frankenstein mob)

GENERAL WATERS
Tell everybody to hold their positions, no matter what.
Then get Moench, Aparo, Austin, Manley and O'Neil over

PRIVATE
Yes, sir.


INT. CONSTRUCTION SITE - PARKING GARAGE

Another 45 seconds of fighting between Superman and Batman.




EXT. CONSTRUCTION SITE

Waters is surrounded by a half dozen soldiers as Gordon and his group
near. Waters' men keep their guns aimed at the police.

GENERAL WATERS
And just what the hell are you doing here?

GORDON
I live here, General. What the hell are YOU doing here

GENERAL WATERS
My job.

GORDON
Does your job consist of murdering innocent bystanders?

GENERAL WATERS
If the need arises.

GORDON
See? That right there is the difference between asshol
like Hill, Powers and you and me and my friend inside t
building that you're trying to kill. We understand the
value of a human life. The only thing you morons under
is the barrel of a gun.

GENERAL WATERS
If you've got a friend inside that building, you better
start saying your goodbyes. See this? (He pulls out t
detonator) One push of this button and that whole buil
is leveled.

GORDON
What?? You have no right to demolish private property
whim!

GENERAL WATERS
Wrong. Thanks to the Governor, the Mayor and the REAL
Commissioner of Police...those morons that you talked
about...I have the right to do whatever necessary.

GORDON
I may not be the REAL commissioner but when I swore to
protect and to serve the people of this city, it was fo
life.

Gordon dives and tackles Waters. He drops the detonator and it slides
away. With this, all hell breaks loose as the rest of the police mob
attacks the 6 soldiers. The mini-riot dissolves into a handful of
seperate fights. The other fights become background for the
Gordon/Waters fight. Gordon sits on top of Waters, punching him in th
face. Waters manages to roll Gordon over and goes on the advantage.
Nailing Gordon in the face a few times. Gordon then knees Waters off
him. Waters tries to crawl toward the detonator but Gordon tackles hi
again. They roll around in a brawl.




Cut to INT. Batman slams into the wall and slumps to the ground.
Superman walks up and kicks him in the side.

SUPERMAN
There went some more ribs. Having trouble breathing ye

Batman tries to crawl away on his hands and knees. Superman grabs him
the back of the neck and slams him headfirst into the wall. He then
walks over and lifts up one of the set of floodlights over his head.

SUPERMAN
It's over. All that's left now is the dying.

Batman looks up at him. The camera zooms into his eye and we see a qu
cutting flashback montage of Jason's death, Joker's death, Harley's
death, Barbara in her chair, Dick throwing down the Robin suit and
walking away, his parents murder, Gordon in the cage, Alfred dying and
Selina walking out of the library.

BATMAN
I'm...not....finished...yet.

Before Superman can throw it, Batman's arm comes up and fires a batara
It nails the floodlights and the lights explode showering Superman wit
glass and sparks. While Superman is shocked, Batman goes on the
advantage with a renewed spirit. He fires batarang after batarang at
him. They all nail him right in the chest. Batman's weapons click em
but that doesn't stop him. He charges ahead and nails Superman with a
punch.

Cut back outside to see Gordon on top of Waters, choking him. Fights
still rage all around them.

GORDON
You're not getting away with this. Not as long as I'm
living and breathing.

Waters kicks and thrashes around to try to break the hold but Gordon
won't let up. Another handful of soldiers run in to join the fray,
evening the odds. One tackles Gordon off Waters. The soldier pummels
Gordon as Waters slides away.

GENERAL WATERS
You kick his ass, soldier!

He turns away and spots the detonator laying a few feet away and start
crawling toward it.

Cut back inside. Batman is rocking Superman with punch after punch.
Superman stumbles back with each jarring blow. Batman begins to
alternate rights and lefts between words. Each blow knocks Superman b
until they're standing right under the hole they knocked through the
floors above.

BATMAN
I...(right punch)...am...(left punch)...Batman...(right
punch)...and Gotham (left punch)...belongs...(right
punch)...to...(left punch)....me!

With "me" he rears back and unleashes a massive uppercut that floors
Superman, leaving him lying and unmoving in the faint circle of moonli
shining through the hole.

Cut outside. Gordon still struggles with the soldier as Waters inches
his way to the detonator.

Cut inside. Batman grabs Superman by the shirt and lifts him up.
Superman can only moan.

BATMAN
You should've left when you had the chance.

He slams his fist down into Superman's face one last time.

Cut outside. Waters reaches the detonator. He grabs it and stands up

Cut inside. Batman leans down and and grabs Superman's shirt. He use
one of the bloody batarangs to cut it, then rips the S logo away. He
looks at the bloody piece of cloth in his hand and then back at Superm

BATMAN
See you in Hell, Clark.

Cut outside. Gordon finally gets the soldier off of him and struggles
up. He looks across the street to see Waters standing, his back to th
building, holding the detonator up in the air.

GENERAL WATERS
Say goodbye to your friend, Gordon!

GORDON
No!

The building explodes behind Waters, knocking him flying forward. The
concussion shatters windows in the surrounding buildings and knocks
everybody in the vicinity down. Portions of the half completed buildi
immediately start to tremble and fall.

Cut inside. Batman looks up to see fire through the hole and debris
falling on him. He covers his head with his arms and looks to his lef
and right but sees nowhere to hide. He has no choice but to put his a
to his side, look straight up and fire his bootjets. He flys up into
flames and debris. Going straight up, trying to go back out through t
holes they created earlier. The holes are becoming smaller and smalle
as fire balls erupt all around and the floors begin to collapse inward

Cut outside. Gordon pushes himself back up and tries to look through
smoke and haze. He sees the enormous scaffolding trembling and beginn
to collapse in on the building.

GORDON
Oh my God. It's all coming down.

He runs toward the building but Bullock and other officers chase after
him and stop him. They drag him backwards, his feet kicking for the
ground.

GORDON
No! Put me down! Put me down dammit! I can't let his
happen!! Put me down!!

BULLOCK
It's too late, Jim.

GORDON
No, it can't be. He can't die. Not like this.

Cut inside. Batman continues up (shot through his POV). Through fall
debris, flame and smoke. He finally can see the last floor and the la
hole. But the hole is closing and the giant beams of the scaffolding
falling his way. He pushes his jets harder and tries to make it. A f
feet away from making the hole a large beam comes into view, it heads
right for him. He continues up. The POV camera keeps zooming toward
hole and the falling beam and the beam keeps falling closer until the
beam is only inches away. The beam gets closer and bigger and closer
bigger until everything goes completely black and dead silent as it fi
the screen completely only a second before Batman reaches the last flo
Stay black for about 15 seconds.

Cut to a shot of a television. It starts off the size of a pinprick o
the screen and then zooms up to full screen. As it zooms in, the soun
gets louder. It's a GNN broadcast. Various shots outside Gotham
Cathedral. Reporters are everywhere as various Gotham bigwigs exit th
cathedral, all dressed in black and looking very somber. Police
barricades hold hundreds of onlookers back, many of who hold up pictur
of Bruce Wayne, posters with messages wrote in black marker and flower
The anchor narrates the footage.

ANCHORMAN
It was a very sad and moving scene today as hundreds of
mourners came out to pay their respect at the public
memorial for one of Gotham's favorite sons, millionaire
philanthropist Bruce Wayne. Wayne died over the weeken
along with his butler and driver, Alfred Pennyworth, in
single vehicle accident only a couple of miles away fro
luxurious home in the Gotham Countryside. The sole hei
Wayne's fortune, his ward Dick Grayson, says that Wayne
be buried tomorrow morning in a private ceremony in the
Wayne family plot located at his own home. We will hav
more on this story later but right now we switch to our
other top story which continues to be the apparent deat
Superman and the Batman. Our own Tricia Takanawa is at
scene, Tricia..

Cut to Tricia standing outside the toppled construction site.

TRICIA TAKANAWA
This is Tricia Takanawa reporting live from what looks
a warzone. While General Waters and his men have moved
their destruction still remains. As you can see behind
much of the debris is STILL littering the area. Even t
the building wasn't even finished yet, it still leaves
to clean up. One thing we can tell you is that this
situation as been changed from a search and rescue oper
to one of recovery. Newly instated Police Commissioner
Harvey Bullock made a statement today saying that while
men may be of above average capabilities, there has bee
sign whatsoever that they survived the blast that destr
this block of Gotham. And while he does remain hopeful
has no choice but to proclaim both Superman and Batman
This has come as very sad news to the citizens of Gotha
many of who have stopped by to pay their respects to Ba
a man who helped this city in its time of need time aft
time, by placing flowers and other items around the cri
scene. Commissioner Bullock also announced that he wil
everything in his power to, in his words, "make that pi
of expletive Waters pay for what he did to a great hero
also went on to say that he will go after anybody and
everybody who gave General Waters the power to do all o
this.

Tricia continues to talk but the sound of the television fades away.


EXT. WAYNE MANOR - DAY

The shot opens with a shot of a car pulling through the open gates to
Manor. Several photographers, outside the gate, snap photos of the ca
as it passes through and up the drive. The gates close behind it. Cu
to the family plot area. The camera pans across the row of tombstones
and rests on the last one. It reads "Bruce Wayne - A loving son." Cu
back normal to show Dick standing over Alfred's grave. He hears a noi
and turns to see Gordon pushing Barbara up to the grave site. Barbara
holds two roses.

DICK GRAYSON
Barbara, Jim, glad you could make it.

GORDON
It's the least we could do.

Barbara wheels up to the graves, she drops a rose in front of Bruce's
grave and then one on Alfred's.

BARBARA
How are you doing?

DICK GRAYSON
Fine.

GORDON
That arm looks nasty. How'd that happen?

DICK GRAYSON
Oh, it's fine. Long story. One of those things that o
happens in Gotham.

GORDON
I can understand that. I don't know if this city will
get over all of this. Batman, Superman, Bruce. What a
week.

DICK GRAYSON
Been a strange one. At least stuff like this isn't you
problem anymore.

GORDON
Yeah. After what happened with Batman, I don't even kn
I have the stomach for the job anymore. Don't know if
ever would have without his help.

DICK GRAYSON
I know how you feel.

They all stare at the graves in silence for a moment.

BARBARA
Dick...should we tell him?

DICK GRAYSON
No. I think we should just show him. They're waiting
inside for us anyway.

BARBARA
Alright.

Dick grabs the chair and pushes Barbara toward the house. Gordon just
stands and looks at them, puzzled.

GORDON
Huh? Wait a minute. Tell me what? Who's inside?

BARBARA
Come on, Dad. It's all inside.

GORDON
What's inside? (to himself)

Cut to the front entrance. As they near the door, Selina opens it and
looks out at them.

SELINA
It's time huh?

DICK GRAYSON
Yeah.

SELINA
We've been waiting. Come in.

They enter the house, Gordon walks behind them, bewildered.

GORDON
Time for what? Who's waiting


INT. WAYNE MANOR - MAIN ROOM

The three enter the manor and pass by Selina. Gordon eyes her as he
walks by and stops.

GORDON
Selina? Selina Kyle? Catwoman?? What are you doing h

She ignores him and shuts the door behind.

GORDON
What is this? What's the meaning of all this? Somebod
better get to telling me what this is all about right n

A VOICE FROM UPSTAIRS
Will I do?

Gordon looks up the stairs to see Bruce standing at the top, looking d
at him. He begins to descend. Gordon stands in shock.

GORDON
What the hell?? Bruce? Is that you?

BRUCE WAYNE
In the flesh.

GORDON
But I thought...you're supposed to be dead.

BRUCE WAYNE
I am. To everybody out there, I'm as dead as it gets.

GORDON
Just what is this?

Bruce reaches the bottom and walks up to Gordon.

BRUCE WAYNE
This is a family reunion of sorts.

GORDON
Family reunion?

BRUCE WAYNE
I'm dead, Jim. To Gotham City, Bruce Wayne is dead. T
entire world, Bruce Wayne is dead. To ME, Bruce Wayne
dead. And as far as Miss Kyle here...well, she has mad
profound error in judgement and has decided to marry me

GORDON
She what?!?

BRUCE WAYNE
Tomorrow morning we board a yacht and we sail away from
Gotham City. I don't think we'll ever come back. And
just couldn't leave without showing you the truth.

GORDON
The truth about what?

BARBARA
We'll take the elevator and meet you downstairs.

GORDON
Barbara? What elevator?

Dick wheels Barbara out of the room, Selina follows. Bruce turns and
leaves as well, in the opposite direction.

BARBARA
Just follow him, Dad.

Gordon hesitates for a moment, completely confused, then follows Bruce
the other three vanish from the room. He follows Bruce to a large hut

BRUCE WAYNE
This used to be easier. But things are a little messy
around here.

Bruce grabs the hutch and pushes it.

GORDON
Bruce, what's going on?

Bruce pushes it out of the way to reveal the entrance to the batcave.

BRUCE WAYNE
It's all down here.

GORDON
What's down there?

Bruce starts down, Jim follows. The cave is dark, only the stairs are
lit.

GORDON
Where are we going?

BRUCE WAYNE
Nowhere. We're already here.

Bruce flicks a switch and the cave lights up. Some things are still
damaged but it's mostly cleaned up. Gordon stops in his tracks and lo
around in awe. Bruce continues down the remaining steps. A moment la
Gordon walks after him in a daze. He reaches the bottom and just spin
around, taking it all in.

GORDON
Bruce....this place...this cave...

He spots the batmobile for the first time.

GORDON
My God. Bruce...you're him? It's you? It's been you
along.

BRUCE WAYNE
Yes.

GORDON
You're...you're Batman?

BRUCE WAYNE
That's right.

GORDON
This whole time it was you?

BRUCE WAYNE
The whole time.

GORDON
Dick? My God. Dick was Robin wasn't he?

DICK GRAYSON
That's right.

Dick, Barbara and Selina walk into view.

GORDON
Boy, some detective I am.

BARBARA
It gets worse.

GORDON
What do you mean? What is it?

BARBARA
Umm...you remember...Batgirl?

GORDON
Batgirl? Don't tell me...

BARBARA
Afraid so.

GORDON
This....this is unbelievable.

BARBARA
It was tough keeping it from you, Dad. I hope you're n
angry.

GORDON
Angry? No. Not angry. Confused.

BRUCE WAYNE
Believe me, it was never fun for any of us to keep this
secret from you. But it was a necessity.

GORDON
No, no. I understand. I just can't believe it. I can
believe this place. I can't believe you all kept it se
for this long. I have so many questions I've always wa
to ask.

BRUCE WAYNE
Well, our boat doesn't leave until tomorrow. We've got
day to answer all the questions you could have. But le
not stay down here, let's all go upstairs. We've got
celebrating to do.

GORDON
Sure, sure. Upstairs is fine. But this
place....it's....incredible.

Gordon continues to look around in a daze as Selina grabs his arm and
begins to lead him away. They all begin to leave except Bruce.

BRUCE WAYNE
Dick?

DICK GRAYSON
Yeah, Bruce?

BRUCE WAYNE
I need to talk to you for a minute. You guys go ahead,
we'll catch up.

The rest leave Dick and Bruce alone in the cave. Bruce walks and Dick
follows.

DICK GRAYSON
What is it?

BRUCE WAYNE
I've been doing some thinking and I wanted to ask you a
something. Have you made any plans for the future?

DICK GRAYSON
No, not really. I figure I'm back in Gotham for good
though.

BRUCE WAYNE
I mean...all this. Are you going to continue?

DICK GRAYSON
Yes, of course. I don't know anything else do I? Why?

BRUCE WAYNE
Well, because Bruce Wayne is dead. You're his only hei
Not only is the Manor yours now, but so is everything b
it. All of this is yours now. Yours and yours alone.

DICK GRAYSON
You're giving me the cave?

BRUCE WAYNE
Of course. Somebody needs to use it. But I'm not just
talking about the cave.

DICK GRAYSON
Wait...

Bruce reaches the keypad in the wall and stops. He punches in the cod
and the door slides open, revealing the new Batman suit once again.

BRUCE WAYNE
When I started this, I never thought it would be like t
I thought I'd do it for a little while and then some pu
would get off a lucky shot and I'd be gone. I never kn
I'd do it long enough to end up with a partner, a son..
successor.

DICK GRAYSON
Bruce, I...

BRUCE WAYNE
The Batman is Gotham. Gotham is the Batman. This city
never had a hero before the Batman. It's exactly what
city needed. It needs hope. I'm leaving. I've had en
of it. But this city still needs a hero. It still nee
hope. And there's nobody in this world that could take
the mantle of the Bat but you. It's yours....if you wa
it.

Dick stares at the suit for a moment.

DICK GRAYSON
I agree. Gotham needs a hero, yes. And I will do my b
to be that hero. I will use every bit of knowledge and
ability you have given me. I will use everything that
have put in this cave to help the people of this city.
I'm sorry, Bruce. The answer is no. There's only one
that's fit to wear that suit and that's you. I could n
be half of what you were as the Batman. I'm not you an
quite frankly, I don't want to be you. I'm my own man.
I've got my own name. My own identity. I'm Nightwing.
I don't see any reason to stop being Nightwing. It's w
am. It's all I can be. I'm sorry if that's not what y
wanted to hear. But I just can't do it.

Bruce taps at the pad again to shut the door and then turns to Dick wi
a sad look on his face. A second later it turns to a smile.

BRUCE WAYNE
Don't be sorry. That's exactly what I wanted to hear.

DICK GRAYSON
Really?

BRUCE WAYNE
Of course. But I had to ask.

He reaches out for handshake.

BRUCE WAYNE
Take care of my city, Nightwing.

DICK GRAYSON
I'll do my best, Batman.

Big fruity music swell as Dick grabs Bruce's hand and they shake.


EXT. SOMEWHERE IN THE PACIFIC - EVENING

A yacht sails across the water as the sun begins to set in the
background. Close up of Bruce at the controls, Selina on his arm,
watching the sun head down.

SELINA
It's beautiful isn't it?

BRUCE WAYNE
What?

SELINA
The sunset!

BRUCE WAYNE
The what? Oh, yeah. The sunset. Beautiful.

SELINA
What were you thinking about?

BRUCE WAYNE
Thinking? Oh, nothing.

SELINA
What was it?

BRUCE WAYNE
Dick. I just hope he's alright out there.

SELINA
Jeez, Bruce. We've only been gone 3 weeks. I'm sure G
hasn't burned to the ground in your absence.

BRUCE WAYNE
I know.

SELINA
Listen to me, quit thinking about it. First of all, he
trained by the best so I'm sure he's doing just fine.
Second of all, why worry about him when you can worry a
your brand new beautiful wife?

BRUCE WAYNE
My what?

SELINA
Bruce, don't get yourself in trouble, just shut up and
me.

BRUCE WAYNE
If I mu...

Selina shuts him up with a major lip lock.


EXT. GOTHAM CATHEDRAL - ROOF - NIGHT

The shot looks out over the city from the cathedral's roof. The dark
night sky is suddenly shattered by the glow of the batsignal. From
behind the camera Nightwing steps into view, looking at the signal. He
reaches upward, fires a grapple and swings away. Credits roll as some
crappy pop rock song from the soundtrack plays. Everybody leaves the
theater, goes home, gets on the computer and talks about how much this
movie just sucked.