Back at Wayne Manor, several hours later, Bruce is in his bedroom resting with Alfred tending to him with ice packs and bandages over his back. Penny sits in a chair nearby, watching.

"I'll be back with some iodine and peroxide for your back, sir" Alfred stated as he left the room.

"This is all my fault" she declared sadly.

"Ow…Oh, Penny. It's nothing major, just a bruised spine is all. Ow. It wasn't your fault this happened –

"No, no! It is my fault. It's because of me that this happened. All because…because I didn't tell you…The truth about myself."

"What?"

"That man…The policeman we saw on top of the Ferris wheel…who was kidnapped by M.A.D…He was my uncle. Inspector Gadget."

"He is…That's your uncle? Well, from the looks of it, I'm glad you don't take after his side of the family. How did he even rise to the rank of Inspector in the first place?"

"That's the other thing. He isn't who he claims to be either."

"What are you talking about, Penny?"

"He thinks he is the world's greatest police detective that with a stride and a laugh he could solve any felony criminals throw at him. When in fact every time he strides, he ends up falling on his back or colliding into innocent bystanders."

"Yeah, I saw that once. Kinda funny now that I look back on it."

He gives a slight chuckle but resumes his serious demeanor when he sees that comment has upset Penny.

"The truth is he hasn't ever solved a crime in his life. In fact the only reason he is alive right now is because of…me. All the glory, all the fame, everything and everyone he's put behind bars…was because of me."

Pause.

"How long have you been doing this?"

"For several years now, I've done this. Tracked him throughout the world, followed him on his many cases, solved all those crimes for him, but always managed to stay out sight and let him take the credit for it."

Penny goes out of the room and brings in her bag.

"Ever since I was young, I've had an incurable expertise or knack for science and technology. My advanced intellect has led me to create many tools and gadgets for fighting Dr. Claw and his agents of M.A.D. This is just a sample of what I've developed in the past."

She takes out her computer book and wristwatch and displays it to Bruce, who stares in disbelief.

"You mean you…A little girl like yourself are the main reason that man is still alive this very day?"

"…Yes…."

"But you could've been captured. Put your life on the line. Not only your Uncle's, but yours as well. You taking on an entire terrorist organization by yourself? You could've been killed."

"I have been on several occasions, actually" Penny smiled, trying to lighten the mood. Smile fades as it doesn't help the situation. "But I've gotten better over the years."

"Why…OW…Why on earth…What would possess you to follow that danger-prone fellow to the ends of the earth and keep this a secret bottled inside of you for so long?"

Penny looks downward and takes a big breath before looking up again.

"A promise…I made…to my parents. Ever since they died, I swore to myself I would never let it happen to anyone I ever loved again. My uncle is the only person I have left in this world…which…I guess he was trying to teach me in his own way…I understand…Now…I understand that he didn't want me to go on all those missions with him because…he felt he would lose me too…I'm sorry I should have told you

Bruce, a little shocked at a child risking her life recklessly, but touched and appealed by her love and devotion for her uncle, took her by the hands, reassuringly.

"Well…since we're clearing the air of mystery…There's…there's something I have to tell you as well."

"What is it?" Penny asked curiously.

"You're not the only one who has secrets locked away Penny. I have one too. A great, heavy one that has given me pain and suffering for many years…ever since I was young, like you."

"Is it about your parents?"

"Ever since I lost them. I vowed I would never let what occurred to me happen to anyone else! Ever! I traveled the world, seeking the answer until the Lord finally showed me the way…I became a symbol…A legend….

"Bruce, what are you trying to tell me?"

"We met before Penny. You and I. Except it wasn't Gordon where I found you…but at the scene of the crime itself where you had your accident. Do you remember…him?"

Penny stared straight into Bruce's eyes and gasped, recoiling back a bit before coming back forward.

"YOU...YOU'RE…THE BATMAN?" she gasped. "You saved my life that night."

"…Yes…"

"And there's another man who needs our help. Please. Dr. Claw has my Uncle! He's at his mercy! You have to help me!" she pleaded, trying to get him up.

"I'm sorry, Penny, but no."

"What?" Penny said taken aback suddenly.

"For years I've tried to rid Gotham of the crime that has plagued the city…but it keeps coming back. Never truly fading away. What's the point of fighting for something that you can't ever win? That's just it. There is no point. Just obsession…and possibly mania. I've been fixated on this for so long that it finally got the best of me and some innocent life almost paid the price for my recklessness. A little girl…like you."

"Yeah, I read about it in the paper the other day. Very tragic, I know. But it was just an accident. It wasn't your fault. You'll be more careful next time."

"There isn't going to be a next time, Penny."

"You don't mean – "

"I'm giving up the mantle – forever. If I cannot be true to myself, then I do not deserve to wear the mask. Now is the time for Batman to go back to the shadows from whence he came and will never surface again."

"But you're Batman. You have to help me save him – "

"NO…That man is dead and buried."

Bruce turns his head so he can't look at her. Penny heads out dejected, but stops at the doorway and looks back.

"I can see that now" she sadly admitted.

She runs out and heads into her room and closes the door. She then heads to her dresser and picks up the phone resting on it.

"Hello? Hello operator? Call the taxi service at Gotham Airport and have them send a cab over to 1007 Mountain Drive, Gotham…Fifteen minutes? Fine, I'll be ready."

She hangs up.

"But first, I need to make a quick change."

She removes her dress and puts on her reliable clothing: red/white striped t-shirt, green jeans, red sneakers. Her theme plays proudly during this scene. She snaps on her wristwatch and completes the process by folding her hair into her classic, stylish look: two pigtails. She places her computer book in her bag and runs back out. She stops suddenly at Bruce's doorway and looks in one last moment. Her theme plays softly (like on piano this once).

"If only things were different…somehow…it would've been nice to have a family again…But a promise is a promise."

She runs towards the front door where the taxi is waiting.

"Where to Miss?" the driver asks.

Penny activates her wristwatch and tracks the serial number on the van displaying its location at an abandoned wharf near Gotham Docks.

"Gotham Docks, and step on it."

It takes off, speeding down the highway into the city.