A/N - I don't own DC Elseworlds.

Catwoman.

The so-called Guardian of Gotham.

For a long time, Bruce Wayne had been obsessed with her after he had seen her in action. She had broken up a robbery he had been a part of when she had first begun as a vigilante, but she had made the mistake of ignoring him because he had kept himself low after being knocked for 6 by one of her gadgets. Wayne might have grown up on the streets and he had learnt how to live, how to survive and how to fight, but he wasn't suicidal or hotheaded. Once he'd recovered, Wayne had escaped while Catwoman had been distracted. But he had watched as she had fought, watched how every inch of her costume stretched as she kicked or punched, and he had got himself an erection just watching the slut fight.

When Wayne had gotten out of the place, he had laid low as long as he could before he had felt it safe to continue with his criminal career, but his mind constantly went back over what he had seen.

Bruce Wayne had felt inspired. He wasn't anything like those amateur idiots, Scarecrow, Riddler, Joker, or Penguin. One was a cackling maniac, one was too much of an aristocrat, one enjoyed playing puzzles and trying to confuse friend and foe alike without bothering to look for the long-term plots, and the last one was so interested in fear it would be a laugh to really see what terrified him the most.

But no, Bruce Wayne had always tried to keep himself beneath the radar so then the cops didn't pose a threat. He was a killer, and he had killed many people over the years but he had always tried to not draw too much attention to himself; he knew if he did that, somebody else would likely put a hit out on him, and that was just something Wayne was trying to avoid.

As the years passed and the light from the Cat Signal orbited the city like a planet ominously threatening the city, strengthening the alliance between the Catwoman and the GCPD under that senile old fool, Gordon, reminding everyone who looked up at it that Catwoman was the protector of Gotham, Bruce's obsession grew. He forced the hookers he slept with to don a costume like Catwoman before he ruthlessly fucked them all. And he had scrapbooks full of pictures and articles were written about Catwoman.

The light of inspiration told him that if the Catwoman could become a different kind of vigilante, then he could become her equal and opposite number. Physics told that for every action, there must be an equal and opposite reaction.

Many in Gotham believed that the maniacs Catwoman brought in were her undoing. By dressing up in that hooker costume and kicking ass, she had opened the door to many crazed criminals who brought their own style to the table. Out of all of Catwoman's enemies, Bruce favoured Penguin the most as he was closer than the other jokes to what he was used to.

Joker was so focused on scoring the best joke imaginable while filling up graveyards.

Riddler was too busy setting up traps and coming up with ingenious puzzles and riddles for Catwoman and the police to puzzle over (pun unintended), while he deliberately left enough clues for him to be taken down.

Out of all of that pantheon, Scarecrow actually seemed to want to become scary, but like the others, he came up with grandiose plans like spreading his fear toxins into the air or something along those lines.

He didn't want to be like them. Bruce Wayne puzzled over the conundrum of what to be for a while. He had wanted to become something lethal, something dangerous, something that rivalled the Cat in more ways than one. He needed and wanted something darker. Bruce Wayne was aware of how superstitious so many of his ilk on the street was, and he decided to take advantage of that; unlike Scarecrow, he wanted to give his enemies a reason to be feared, than using a quick trick like a few chemicals mixed into a solution.

The answer came one night when Bruce saw a flock of bats. His mind buzzed, it was like 'bingo' and he did some research into bats and discovered that they were much darker than a cat.

Bats were vampires.

Bats drank blood.

That type of imagery made him design a costume, with an emphasis on trying to make the appearance more gothic before he had the costume made using high-tech (stolen) materials. Bruce trained relentlessly and constantly to build his body strength up, while he used his connections to create a bevvy of lethal weapons and trained in their use.

Finally, Bruce was ready, as the Batman.

He would become Catwoman's greatest enemy and he would defeat her, and then the city would be ripe for the taking.