Batman:Knightfall by

Josh Ivanoff

First Draft

OPEN TO--

EXTERIOR--BLACKGATE PRISON COMPLEX--RAINY NIGHT

Search lights straif the dark sky.

The prison complex looks more like a gothic castle thana prison. It's towers break through the clouds.

PULL IN-- Prison guards tour the grounds with attack dogsand carrying semi-automatic rifles.

PULL IN-- Guards seem to be given a wide berth to one section of wall.

There is one barred window that is like a blackhole inthe brick wall.

PULL IN-- through the window.

Darkness envelops the jail cell.

The search light beams through the window.

The light crawls across the cobblestone floor.

The light quickly glides over the dark naked figure of

Bane.

The light goes past him then disappears.

Bane is curled into a ball in the corner.

There is the sound of footsteps on cobblestone comingfrom down the hallway.

Bane , now cloaked in darkness, ignores the sound.

A figure, the head guard Vincent Garbo, ducks into viewon the other side of the bars.

Bane sits unmoved.

GARBO (V.O)Bane.

Bane turns his hidden face to the guard.

Garbo takes something out of his pocket.

GARBOI have something from our mutual friend.

Garbo holds the object up and we can see what it is forthe first time. He holds up a syringe full of green liquid.

Bane's eyes go wide.

Garbo starts to hand it Bane.

He pulls it back before Bane can grab it leaving Bane grasping air.

Garbo smiles.

GARBOI want the where abouts toPoison Ivy's stash.

Bane puts his hand out palm up.

GARBO

No info no drugs.

Garbo starts to get pissed.

GARBOI don't want to be a guard for the rest of my life!

Bane squeezes his open hand to a fist.

BANEAFTER.

Garbo gives in and hands it to Bane.

Bane takes a moment to admire the cylinder.

He squeezes a little of the preciouse fluid out of thesix inch needle.

Bane closes his fist tight around the syringe.

Bane quickly but painfully jabs the needle into his heart.

Garbo falls back a little at this sight.

Bane says nothing injecting the serum.

He pulls out the needle and falls to the ground.

Garbo stands looking down at the giant.

GARBOShit.

Banes body is still on the wet cobblestone floor.

Garbo's eyes go wide as--

--a ripple of pumped up muscle moves down Banes body.

Bane begins to stir.

Garbo reaches down for his gun.

Bane pushes himself off the floor and slowly stands up.

Garbo is shocked at the now massive Bane.

GARBO (frightened)

The..info.

Bane reaches and grabs the bars.

Garbo grabs his gun in his holster.

The gun is stuck and won't budge.

Bane with a grunt rips the bars out of the wall.

The alarm bells immediatly go off.

Garbo trips over his own feet falling towards the backwall.

Bane drops the bars onto the floor.

Garbo rips the gun from the holster--

--and raises it up towards Bane.

Bane grabs Garbo's gun hand and squezzes it.

There is a popping sound as cartlidge and bones snap.

GARBOAAAGH!

Garbo drops the gun.

Bane lets go and Garbo drops to his knees cradling hisgun hand.

Bane stands over him like a giant.

BANESmall men like you findpower in money.

With one hand Bane lifts him off the floor by his neck.

BANEI find my power--

Garbo struggles to free himself.

Bane smiles, the darkness hiding all but his teeth andeyes.

There is a loud cracking sound.

BANE--in BREAKING small men.

Garbo falls to the ground like a bag of potatoes.

Bane turns to face the red lit hallway out.

Most men would run but Bane just strolls down the corridor.

OPENING CREDITS--

FADE IN--

GOTHAM CITY--EAST RIVER--WAREHOUSE DISTRICT--NIGHT

EXTERIOR--Lowen's Fish Warehouse

PSYCHO (V.O.)It's all a matter of consequencethat brings us here.

PULL IN-- Through a broken window.

Dark grey of shadows.

PSYCHO (IN DARKNESS)You a common piece of Gotham streettrash--

PULL CLOSER--

BLACK SHADOWS

PSYCHO (IN DARKNESS)

--and me the number one killer thisside of Metropolis--(beat)-- or soon I will be.

CLOSE UP--A match lights.

The light shines in Psycho's face, a wirery man of 30. His face is beautiful and hides his evil intension.

He smiles.

PSYCHOShall we get on with it.

In front of him on the floor is a red haired girl of twenty.

Psycho lights a candle.

He pulls out a long curved blade.

He rolls the girl over to see him.

CLOSE UP-- Barbara Pennyworth with dyed red hair. Her face is bruised and her clothes are tattered. Ropes are tied tight around her hands and feet. A gag covers her mouth.

Psycho straddles her.

He raises the knife.

There is a loud CRACKING sound as glass breaks behind him.

He spins around wincing to see through the darkness.

A sly smile cracks the Psycho's lips.

PSYCHOAh, a better victim has arrived.

Psycho stands up .

Barbara squints looking up at the would be killer.

She brings her bound legs up and--

-- kicks Psycho in the back knocking him into some crates.

Psycho pushes himself away from the crates.

He turns to face Barbara.

PSYCHOFeisty one aren't you. Don't worry I'll kill you next.

The candle blows out.

PSYCHOHUH !

Everything is dark reduced to shadows and moving shapes.

A caped figure moves into frame. BATMAN.

Batman kicks Psycho in the chest sending him reeling.

Psycho collapses to the ground the wind knocked out of him.

He coughs and spits.

The Bat stands over him.

BATMANI'm bringing you in.

Psycho stands and slashes at Batman.

Batman slaps the knife out of Psycho's hand.

The madman turns and runs.

Batman turns and looks back at Barbara.

BATMANRobin, untie Barbara. I'llget Psycho.

Robin emerges from the shadows.

ROBINHe's heading towards the roof.

Batman disappears in the shadows.

Robin leans down and ungags Barbara.

ROBINI love the red hair.

BARBARAShut up and untie me, bird boy.

Robin winks.

ROBINYou sure?

CUT TO--

A door on the street light lit roof slams open. Psycho emerges out of breath.

He continues to run to the edge of the roof.

A batarang whips around his legs as he runs.

Psycho falls to the roofs gravel surface.

He tries to crawl to the roofs edge. His fingers dig into the gravel as he tries to pull himself forward.

BATMANYou need help, John.

Baman stands over him.

Psycho continues to crawl.

Batty grabs the madman and raises him in the air and stands him up.

Psycho looks defeated looking down at the ground.

BATMANArkham is waiting for your return.

A smile crosses the madman's lips.

With his free hands he whips out two thin long blades.

He slices in an X across Batman's chest.

Batman steps back in shock.

PSYCHOBatman does bleed.

Batman's eyes go cold.

He slams a fist into Psycho sending him toppling backwards.

Psycho's feet scitter on the edge of the roof.

He starts to fall--

-- a black gloved hand grabs Psycho's shirt.

Batman holds Psycho over the edge. Psycho drops the knives and grabs Batman's arm to hold on.

PSYCHODon't kill me. I'm a sick man.I've killed thirteen people.

Batman thinks about it.

BATMANBatman doesn't kill, not even someone like you.

Batman tosses Psycho back onto the roof.

The madman slams into the gravel with a THUMP.

He looks over towards the Batman and gives a quick smile before passing out.

There's a clapping coming from the doorway.

ROBINThat was beautiful. As many timesI see it it still brings a tear tomy eye.

Batman humphs at him.

BATMANSo will intense pain.(beat)Barbara okay?

Robin nods.

ROBINShe's a little banged up but okay.How are you ?

Batman looks down at his cuts.

BATMANI'll live.

ROBINOf course, what was I thinking?

SMASH CUT TO--

The red and blue lights light up the outside of the warehouse.

Four police officers escort Psycho to a Paddywagon.

Commisioner Gordon stands arms crossed smoking a cigar and watching them haul off Psycho.

GORDONHe's insane.

The shadows away from the lights behind Gordon move slightly.

BATMANA lot of people would say I wasjust as insane.

Gordon shakes his head.

GORDONI don't think so.(beat)Besides in the end isn't what youthink of yourself the only thing thatmatters?

BATMANIn most cases.

The paddywagon speeds off.

GORDONMaybe this time Arkham will keephim in.

Something slides past Gordon's foot.

He looks down and sees a package wrapped in black with a yellow ribbon.

He reaches down and picks it up.

Gordon unwraps the package.

He removes a pipe.

BATMANThis won't smell as bad as that cigar.

Gordon examines the carved pipe.

GORDONThanks.

BATMANHappy birthday, James.

Gordon turns around and Batman is gone.

GORDONHe always does that.

CUT TO--

Dark city streets of Gotham.

Bane , covered in a trenchcoat and wearing a wide brimmed hat, walks past some hookers into the a cheap hotel.

INTERIOR

Bane walks past a group of drunks in the lobby to the front desk.

A weaselly looking man in his forties stands behind the table reading a comic book.

Bane stands before the man, but the weasel doesn't notice.

Annoyed, Bane slams his fist into the counter top.

The man looks down at Bane's fists--

-- dug into the now splinterd counter.

WEASELUm..Can I ... *gulp*..help you?

Bane ,his face obscured in the shadow from his hat, stares coldly at the clerk.

BANEI have a room.

Weasel turns and grabs a book.

He flips through it.

He stops on a page and examines it.

WEASELWhat's the...name?

BANEManson.

The clerk looks closer trying to read the hand writting.

WEASELManson. Manson?(beat)Yeah, room three-sixteen.

Weasel grabs a key from under the counter--

--and puts it in the large hand of Bane.

Bane closes his hand as the clerk pulls his away quikly as not to be crushed by the mammoth paw.

WEASEL

Anything I can get you.

Bane starts to walk up the stairs, which creak from the stress of his weight.

BANEPeace.

INTERIOR-- ROOM #316

From inside the dark room we hear the door unlock.

It slowly opens to show the dark outline of Bane in the doorway.

He walks in shutting the door behind him.

He walks to the window of his room and opens the curtains to view the city.

BANEYou're out there somewhere.

A reflection of a blinking red light catches his attention in the glass.

He turns to see--

-- a laptop computer sitting on the coffee table.

He sits on the bed facing it and opens the laptop.

A window in the center blinks on.

The window holds the view of a dark man sitting on a throne of stone.

The figure shifts in his seat--

--Surprising Bane a little.

FIGURE (thick mediteranean accent)

Greetings, Mr. Bane, I hope yourescape went okay.

BANEWho are you?

The man shifts again his purple cloak falling around him.

FIGUREWe have never met. But I'm the man that purchased you before your assisted escape.

BANE (ANGRILY)

No one owns me.

FIGURENo man is to be owned I agree,but you owe me.(beat)I set you free.

BANEWhat is your price for my freedom.

The dark figure leans forward.

His face still obscurred by darkness but a smile shows through the darkness.

FIGURE I need you to destroy the Batman.

CUT TO--

INTERIOR BATCAVE

Bruce Wayne walks out of the changing chamber in black jeans and no shirt.

His body is showing little signs of age but scars that will never truly heal, bullet wounds, knife wounds, dragging scars, cover parts of his chest, his back and arms.

The x on his chest is the newest wound and still bleeds even as he dabs it with a white towel.

Alfred stands waiting for him outside the chamber.

He holds out a black towel.

ALFREDPlease, Master Bruce, You knowhow hard it is to get blood stains

out of a white towel.(beat)Use the black towels.

Bruce looks guilty and hands the white towel to Alfred.

He takes the black towel and puts that against his wound.

BRUCESorry.

Alfred notices the depth of the wound.

ALFREDMy word! That's a nasty cut.

Dick Grayson sits by a large black table chowing down on a burger.

Barbara bandaged and cleaned up picks at her burger.

BRUCE Merely a flesh wound.

Bruce sits down next to Dick.

ALFREDI'll get the first aid kit.

Bruce looks over at Barbara.

BRUCEYou okay.

Barbara looks embarressed with the question.

BARBARAI screwed up.

BRUCEYes, you did.

(beat)You should have stopped him before he could tie you up. The man is insane.You can't predict what he can do.

Barbara can't make eye contact.

BARBI'm sorry.

BRUCEDon't be sorry, be smart.

He reaches across the table and puts his hand over hers.

BRUCEI won't be around forever to save you. You and Dick must be able to take care of yourselves.

She nods a reply.

He smiles a kind smile.

Alfred returns with some bandages and a sewing kit on a silver tray.

ALFREDYou, young lady, must gets some sleep.Tommorrow is your last day with us and you have some packing to do.

BARBARAHow am I suppose to go to MSUwith this shiner?

Dick smiles a sly smile.

DICKTell your friends they should see the other guy.

She shoots him a look.

CUT TO--

A small run down bar on the east side.

It is past closing but the bar is still inhabited by a few patrons and the barkeep.

The booth in the back is the only real sign of life. Three men sit around the table sipping their drinks. One black man in his late forties, Bird. A tall hispanic with jet black hair and

a scarred face,Zombie. And Trog, a short thirtyish man whose bulk said more than hiswords.

ZOMBIEYou're friend's late, Bird.

Bird shifts nervously in his chair.

BIRDHey, he just broke out of prison.Give him a break.

ZOMBIEYou said he's broken out of worst.

Bird smiles.

BIRDHe and I spent a lot of time in SantaPrisca. That was before a scientist helped us escape. A mad scientist...

A door slams.

Bane walks into the bar. His size is frightening as he sways towards themen.

BIRDSpeak of the Devil...

Banes face is hidden behind his wrestling mask, but his eyes are as cold as stone.

ZOMBIE...And the devil will come.

The barkeep lowers his hands below the table. His fingers rest on the handle of a pistol.

Seeing the action out of the corner of his eye, Bane shoots the barkeep a look that sends the man into a state of fear.

Bird stands to greet his friend.

BIRDMagic Man. Como esta.

Bane ignores the man and sits down taking one side of the booth for himself. Leaving bird to pull up a chair.

BANEYou must be Zombie and Trog.(beat)Did you bring my gear?

Trog reaches under the table and lifts up a duffle bag.

ZOMBIEEverything the boss said you'd need.(beat)So you got a plan?

Bird smiles and laughs.

BIRDC'mon, Magic always has a plan.

Bane grunts and Bird shys away.

BANEI'll need a helicopter. Some gunsand some diversions.

Zombie looks at Trog then back at Bane, satisfied.

ZOMBIEWe'll need some time.

BANEYou have fourteen hours.

Bane takes the duffle bag from Trog.

BANEBy this time tommorrow. Hell willbreak loose on Gotham.

FADE TO-- Wayne Manor mid afternoon.

Bruce Wayne lays in his over sized bed. His eyes wide in a state of trance.

Images flash before him.

A young boy walks hand in hand with his parents.

A Marquis sign behind them reads "The Mark of Zorro".

Gunshots change the image.

The young boy kneels between the dead bodies of his parents sillouted in a street light.

NEXT IMAGE-- Bruce Wayne stands in his library, bathed in cold moonlight, looking up at the painting of his parents. A shadow resembling the bat symbol is cast on him and he turns around. He sees a bat crashing through the picture window.

BRUCE WAYNECriminals are a cowardly lot. I willbecome what they fear most.

NEXT IMAGE-- Laughter breaks through as Batman jumps out of the way of a deck of bladed cards that cut into the wall behind him. He does a roll out and tackels the tall figure in front of him.The Joker laughs, pulling Batman's face closer to his flower pin. Batman tries to pull away but is squirted in the face. Water hits Batman, but the shock backs him off Joker.

The killer clown stands up and pulls out a long barrelled gun.

Batman reaches for a Batarang and pulls it from his belt.

Before he can throw it, a whip lashes onto his arm.

He turns to see the Catwoman pulling the whip.

He hears a flipping sound and turns the other way to see Two- Face step from the darkness. Flipping his "special" coin.

BRUCEI can't win. I'm just a man.

He falls to his knees and everyone disapears.

Bruce Wayne kneels in a harsh spotlight.

A long shadow falls on him.

He looks up defeated.

His parents stand over him. Their clothes bloody from their wounds.

THOMAS WAYNEYou let us down, Bruce.

MARTHA WAYNEYou have failed us and the othersthat have fallen.

Tears fill Bruce's eyes.

BRUCEI'm sorry.

DICKSorry about what?

Bruce sits up in his bed.

He shakes the cobwebs out.

BRUCEI never heard you knock.

Dick walks into the room.

DICKUm... I didn't. I have a problem.

Grayson removes some books off a chair next to the bed as Bruce sits up.

BRUCESchool?

DICKWell sorta.(beat)I'm thinking of transferring to MSU.

Bruce looks shocked.

BRUCEWhy?

Dick is kind of embarresed.

DICKThere is something I've been wanting to

tell you.

Bruce stands up and takes off his shirt.

BRUCEYou mean your sneaking around with Barbara.

Now it's Dick's turn to be shocked.

DICKHow'd you...

Bruce examines the cuts.

BRUCEThe papers don't call me the World's GreatestDetective for nothing.

DICKSo what should I do?

BRUCEI'm not the one to talk to when it comesto women. Alfred is a Cassanova in hisown right.

Dick smiles.

DICKThat's kind of awkward.

Bruce laughs a little.

BRUCEAwkward. I thought we were one happy family. I mean it's like...

Dick waves him off.

DICKLet's not go there.

Bruce grabs a robe out of his closet.

BRUCE

My life has always been on a differentpath than yours, Dick. If you decideto go to Metropolis, I know a reporterat THE DAILY PLANET that can get you

a job.(beat)But either way, someone should tell Alfred.

Bruce heads into his bathroom to shower, shutting the door behind him.

He starts the shower.

Dick sits, now alone, with his head in his hands.

DICKI was kind of hoping you could tell Alfred.

ALFREDTell me what?

Dick spins to see Alfred in the doorway.

CUT TO--

Zombie starts the engine of the small helicopter.

The propellers begin to spin. Blowing dust and debris all over the runway.

Bane steps out of the hanger, still in his trenchcoat, but wearing his costume underneath.

Bird and Trog walk behind the giant.

BIRDWhat do you want us to do?

BANEMake sure the others followthe plan and wait.

Bane sits down in the helicopter.

ZOMBIEWhere to?

BANEArkham Asylum.

CUT TO-- Police call room.

It is relatively a slow night. Every person in the thirty person roomstares blankly at the screen.

PAUL YOUNG stands and stretches from the chair he was sitting in.

He looks over at Rebecca Torres, who sits and stairs at the blank call screen.

PAULHey, Bec, want some coffee?

Rebecca smiles and taps some keys.

REBECCAOn a slow night like this, I'm goingto need something to keep me awake.

Paul goes to the coffee maker and pours a couple of cups.

PAULI don't know why I gave up thestreet? At least a beat willallow you to walk around.

REBECCA (O.S.)Well, we can always pray for anearthquake.

He carries the two cups back to their stations.

PAUL ( laughing )I'd never be that lucky.

That's when it breaks. All the phones ring at once. The computer screens light up.

Paul drops the coffees and runs to the desk.

REBECCALooks like you're luckier than you thought.

CUT TO-- Batcave

PULL IN -- Batman sits monitoring his computers. The cowl pulled down,

Bruce listens with headphones on.

Alfred walks up behind him and taps him on the shoulder.

Bruce keeps his attention on the screens.

BRUCEYes?

ALFREDMaster Bruce, dinner is ready.

BRUCESomething just came up.

Alfred is a little upset.

ALFREDIf I may feign concern, sir, whatis wrong?

Bruce looks intently at the screens.

BRUCEIn the last fifteen minutes I'vehad reports of three explosions,four robberies, a gang riot andseveral reports of violent acts.

ALFREDThen why, pray tell, are you stillhere?

Bruce turns the headphones off and a barrage of calls breaks the silence of the Batcave.

BRUCE The other shoe hasn't dropped yet.

Alfred hands him a sandwich.

ALFRED Here, sir, dinner on the go.

Bruce grabs the sandwich and takes a bite.

BRUCE

Thanks. (beat) Barbara finish packing ?

ALFRED She'll do that tommorrow. The young master and she went to the Cinema.

Bruce continues to chow, but still listens to the background noise.

BRUCE And you're okay with this.

ALFRED They're not kids anymore, besides they may be the only way I see children in the manor.

BRUCE What's that suppose to mean ?

Alfred just smiles.

VOICE CODE BLACK ! CODE BLACK !

Bruce drops the sandwich to the stone floor.

He spins around and with a push of a button drowns out all but the code black.

Alfred bends down and picks up the sandwich.

ALFRED What is a " CODE BLACK "?

Bruce pulls up his cowl.

BATMAN ARKHAM.

Bruce hits another button and a loud whirring sound kicks in.

BATMAN A prison break.

A look of fear crosses Alfred's face.

ALFRED Joker, Riddler, Scarecrow....

The Batmobile rotates into place. Batman steps towards it.

BATMAN They always get out. (beat) HATCH!

The hatch slides open.

Batman hops in.

Alfred stands above the open hatch.

BATMAN And I always put them back.

Alfred tries to force a smile.

ALFRED Be careful.

BATMAN ALWAYS.

The hatch slides shut.

Alfred backs away as the engines on the batmobile flare on.

The car launches from the pad and flies down the tunnels.

CUT TO--

A Smoke filled tunnel.

Loud yelling and cackling fills the hallway. Bane and two gunmen carrying pump shotguns walk through the smoke.

Three guards rush at them.

The two gunmen quickly deal with two of the guards.

The third breaks through and clubs Bane alongside of the head, shatteringthe club.

Bane grabs the guard by the neck and throws the guard away like trash. Snappinghis neck in the process.

BANE Free them all.

Bane walks down the hall.

He stops in front of a cell.

He sniffs.

BANE Smells like spring.

He smashes through a door .

Poison Ivy sits, arms wrapped around her knees.

She looks up.

POISON IVY Bane, baby. (beat) You came to free me?

Bane just stands there.

POISON IVY Who set you free?

She stands up and walks towards him.

POISON IVY So what, you're now deaf, dumb, and stupid?

Bane quickly grabs her by the neck and lifts her off the ground.

BANE You underestimated me.

Ivy Grabs and claws at Bane's hands.

BANE You left me to die.

Ivy is turning red.

BANE I should kill you.

Ivy is starting to pass out.

Bane tosses Ivy against the back wall.

She slumps to the floor.

BANE Instead, I'll give you an eternity of pain.

CUT TO--

ARKHAM HALLWAY

One by one doors unlock and open.

CELL ONE

Dr. Jonathon Crane, aka Scarecrow, quickly stuffs straw from his bedding into hisprison outfit.

CELL TWO

In the darkness, a figure sits on the corner of his bed.

TWO-FACE Two minds on the situation. (beat) Go or Stay.

He flips a pop bottle cap into the air.

CLOSE ON CAP

The flat side is clean the curved side has a black x on it.

The bottle cap lands and Two-Face flips it onto the back of his hand.

Two-face looks at the cap.

TWO FACE Fate smiles on thee, Batman.

CELL THREE

The riddler is already gone.

On the back of the cell written in black "Riddle me this, Riddle me thatwho can keep me where I'm at ? Not the big black Bat !"

CELL FOUR

There is laughter in the darkness.

The bed is tossed against the wall.

The laughter continues to build to a crescendo.

There's a ripping sound from the darkness.

A straight jacket flies out into the hallway.

Finally a tall green haired man with a large twisted smile bursts from the room.

JOKER Okay, who's up for some mass murder?

A guard rushes the Joker.

The Joker side-steps him, tripping the guard as he passes.

JOKERWhoops. I wasn't talking to you, Binky.

Joker continues to walk down the hall.

The guard slowly gets to his feet. He reaches for his nightstick as he approaches.

As he is about to hit Joker along side the head, he hears a bouning sound from behind him.

He turns and a pair of gloved hands yank his hat over his head.

Joker spins around to see--

--Harlequin in full costume spin kick the guard into Joker's former cell.

JOKER (to self)Oh, boy.

Harlequin smiles and tosses her belled jester cap out of her face.

HARLEYHey, Puddin'. Heard they werelettin' you out. Thought I'd give you a big hello.

She jumps on him and plants a big kiss on him.

HARLEYHEELLOOO!

Joker rolls his eyes.

JOKERDown, my little reason for matricide.

Harley jumps down.

HARLEYOh, boss you say the sweetest thangs.

Joker and Harley run past CELL FIVE.

Joker stops, then backs up to stand in the doorway.

JOKER HEY, FREEZER-BURN, it's a jailbreak!

Mr. Freeze sits in the frozen room tapping on a computer.

FREEZE To close to the cure.

Joker looks dismayed then unleashes a smile.

JOKER Well then " I WON'T BE BAACK"

He slams the cell door.

He looks down and then back at Harley.

JOKER Well, see you leave the door open and the penguins get out.

Oswold Cobblepot, aka Penguin, walks past Joker.

PENGUIN Yeah, whatever, Mimeboy!

Joker strolls down the hall and starts to sing.

JOKER Tonight there's going to be a jail break...

HARLEYSomewhere in this town...

JOKEREVERYBODY SING!

CUT TO--

The batmobile speeds up the drive to the Asylum.

Inmates run towards the car.

Fins pop out from the side of the car.

Batman pushes a couple buttons.

The front of the car fires off a round of small sharp batarangs.

Some inmates fall to the ground in pain.

Others keep on running.

The metal fins trip up other inmates as the car speeds by.

Batman concetrates on the road ahead.

He sees a helicopter start to land within Arkham's Courtyard.

The police are fighting to get through the inmates.

The batmobile spins to a stop just missing a parked police cruiser.

The hatch slides open and Batman starts to climb out.

No sooner than he can, an inmate tries to jump in.

Batman slams his fist into the inmates face knocking him out of the car.

Batman jumps out of the car. The hatch closes behind him.

Batman punches another inmate.

BATMAN SHIELDS.

The batmobile's shields click as metal plating forms around the car.

Batman walks towards Dt. Martinez, a woman of thirty.

MARTINEZ Thank God, Batman.

BATMAN Situation?

MARTINEZ Someone's releasing the inmates. What's worse, we're running on minimum staff.

The helicopter is still trying to land within the walls beyond.

BATMAN The helicopter.

Martinez looks up.

MARTINEZ It's not one of ours.

She looks back and Batman is gone.

CUT TO--

Bane walks through the Courtyard.

Inmates run past.

He tosses one inmate out of the way.

The helicopter lands in front of him.

An inmate jumps into the helicopter.

Zombie pulls out a Magnum and aims at the inmate.

Bane enters the helicopter as a loud boom sounds off next to him.

ZOMBIE Damn FREAKS. (beat) (laughs)

The helicopter takes off a few inmates clinging onto the landing skids.

It rises past Batman, who's standing on one of the walls.

He spots Bane.

BATMAN BANE.

CUT TO--

Dick and Barbara walk out from the theater.

DICK Great special effects.

Barbara shoots him a look.

BARBARA Men. There was no plot. Just a bunch of characters getting eaten by dinosaurs. (beat) Where was the emotion?

Dick puts his arm around her.

DICK

I have plenty of emotion.

Barbara looks up into the sky.

DICK What?

Dick looks up.

The Bat signal reflects off the clouds.

BARBARA So much for a quiet night alone.

Dick and her head for the Porsche.

DICK Hey, we can still get lucky.

Barbara frowns at him.

BARBARA I don't think so!

Dick laughs, opening the door for her.

DICK I didn't mean that!

He shuts the door and smiles.

DICK Damn, she's good.

He goes around the car and get's in.

Barbara is talking to Alfred on the monitor.

BARBARA Arkham? He went alone?

Dick starts the car.

DICK What's going on?

ALFRED You must hurry home. The police are spread out trying to stop disturbances and Batman is trying to stop a breakout at Arkham.

Dick starts to drive off.

DICK We're on our way.

The car speads down the street.

The Porsche turns the corner--

-- and nearly collides with a rolling car.

BARBARA WATCH OUT !

Grayson jerks the wheel. The porsche spins out of the way.

DICK What the hell is going on ?

People rush by as Barbara opens her door.

BARBARA I don't know, but we better find out.

Barbara gets out, leaving Dick alone.

Another car rolls by.

DICK This can't be a good thing.

Dick jumps from the car.

In front of him twenty feet away, a green half crocidile/half manknocks around a few pedestrians.

BARBARA We have to stop this.

DICK Killer Croc looks alot bigger than I remember.

Barbara and Dick push pedestrians out of the way as they sneak towardsCroc.

BARBARA I thought we put him in Blackgate Prison.

DICK Someone must of broke him out.

Barbara ducks as a trash can flies overhead.

BARBARA What's the plan ?

Dick leaps over the hood of the car.

DICK Plan ?

Dick lands directly in front of a surprised Croc.

Croc bares his teeth.

DICK Ooh, bad Croc. Gotham has leash laws for a reason.

Croc snaps and misses Dick's neck.

Dick drops to a crouch and leg swipes the Crocman.

His leg makes contact but Croc doesn't fall.

Croc feigns a smile.

CROC I'm going to eat your FACE, Boy!

Barbara jumps on Croc's back wrapping her arms around his neck.

Croc reaches around and grabs Barbara ripping her off his back.

He tossses her away then spins.

Dick sees what is coming and leaps at Croc.

Croc slams afierce elbow into the small of Barbara's back sending her hurtling towards the Porsche.

She slams into the hood of the car and rolls into the windshield.

Croc grabs Dick out of the air.

DICK You cold blooded BASTARD! If you hurt her--

CROC You'll what-- (beat) -- DIE ?

Croc opens his mouth inhumanly wide.

AZREAL PUT THE BOY DOWN !

Croc spins around.

Azreal , the Angel of Vengeance, stands on the hood of a car.

CROC You're not Batman. (beat) Who are you?

AZREAL Put the boy down.

Croc drops Dick to the ground.

CROC (to Robin) Nothing personal, MEAT.

Croc drops into stance infront of Azreal.

CROC Walk away.

AZREAL I can't.

Azreal leaps at Croc, igniting his blades into a burst of flame.

Croc tries to duck, but a blade scorches his back.

Croc screams in pain.

Dick crawls to the Porsche.

Croc swings a Clawed hand at Azreal.

Azreal catches the hand in flight.

Dick crawls up the hood towards Barbara.

Azreal pulls Croc's arm swinging him into a wall.

Croc tries to get up but a burning blade slams into the concrete a fewinches in front of his face .

AZREAL Stay down.

Dick cradles Barbara's head.

DICK Hey, Babs, snap out of it.

AZREAL How is the girl?

Dick looks up and is surprised by what he sees.

Azreal has tied Croc up with fallen powerline wires.

DICK A concussion.

Azreal looks at her cut up face.

AZREAL She will live. (beat) Take her to a hospital.

Dick brushes the hair off her face.

DICK I know a better place, thanks. (beat) I didn't catch your name.

Azreal turns away.

AZREAL I didn't give it.

Dick looks down at Barbara.

DICK Dejavu. (beat) Let's get you home.

CUT TO--

COMISSIONER GORDONS OFFICE NEAR DAWN--

Commissioner Gordon stands in front of his office window overlookingGotham's East dowtown and river.

GORDON At this point in my career I should expect something like this.

BATMAN Expect nothing. Be prepared for anything.

Commissioner Gordon turns around to see--

-- Batman stands in the shadows behind Gordon.

BATMAN You told ME that a few years back, you remember.

GORDON Yes, but that was different. That was Joker's surprise return. This is beyond a few people

killed by a smiling fish.

BATMAN For me this IS the same. (beat) We put Joker in Arkham then. We'll put them all away again.

Commissioner lights his pipe.

GORDON Sometimes I wish you'd take care of them permanently.

BATMAN Don't think I haven't been tempted, but you and I can never cross that line.

The sun is rising behind Gordon.

BATMAN The sun is coming up. Things should slow down.

GORDON We've caught Penguin, Scarecrow, the Mad Hatter and most of the other escapees. (beat) The Joker, Riddler, Harlequin, and Psycho are all still missing. (beat) And the man who set this up.

BATMAN Bane. CUT TO-- GOTHAM SEWER SAME TIME--

Bane stands knee high in the sewer below Gotham.

There are footsteps splashing down the corridor outside.

Bird runs into the passage way.

BIRD (Out of breath) Croc was caught.

Bane nods.

BIRD He says some Angel took him down.

ZOMBIE YOU SPOKE TO HIM !

Bird shrugs not knowing any better.

BIRD Yeah.

Zombie looks mad enough to kill Bird.

ZOMBIE Bird, you IDIOT! They could have followed you.

Bane holds Zombie back with one arm.

BANE His stupidity may be to our advantage. (beat) The cops won't come down here, but the BAT will. (beat) Then he will be surprised at what he finds.

CUT TO-- BATCAVE-- MORNING

The batmobile pulls into a dark Batcave.

The car stops and Batman gets out of the car.

BATMAN ALFRED !

Batman starts to change into Bruce Wayne. Bruce removes the cape and cowl andtosses them on the chair next to the Bat Computer.

He removes his top armor and tosses that on the table.

He steps into the elevator.

BRUCE HHHMMM.

The elevator shoots up the shaft.

It stops and Bruce steps out now in sweatpants and no shirt.

BRUCE ALFRED !

He walks up the stairs.

Dick sits at the top of the stairs looking worn and hagered.

BRUCE Hey, Dick, I need you to hop on the computer and find me---

Dick looks up at Bruce, clearly pissed.

DICK Where have you been? We've been trying to call you all night.

BRUCE I've been a little busy or haven't you heard. (beat) What's wrong?

DICK Killer Croc destroyed a city block. (beat) Barbara and I tried to stop to him.

Dick shakes his head.

DICK Barbara got hurt.

Bruce rushes past him towards Barbara's room.

Dick follows behind.

Bruce opens the door and runs in.

Alfred sits next to a bandaged Barbara who is sleeping in her bed.

BRUCE HOW IS SHE!

Alfred raises a finger to her lips and points to the door.

Bruce steps into the hallway as Alfred gets up.

Alfred walks towards the hallway.

Bruce looks over to Dick.

BRUCE You okay?

DICK It's my fault.

BRUCE Get over it.

Alfred steps into the hallway closing the door behind him.

ALFRED Now is not the time for blame. It is the time for prayer.

BRUCE How is Barbara?

ALFRED She will live. She has a small concussion, three fractured ribs, and some cuts on her face and hands.

BRUCE We should get her into a hospital.

ALFRED I have taken care of far worse, besides, she will be more comfortable here.

Bruce suddenly looks tired.

BRUCE

I need to get on the computer. Keep me posted.

ALFRED You should get some sleep.

Bruce turns around to go back to the stairs.

BRUCE I know.

Alfred looks over at Dick and smiles.

ALFRED Go with him. He is not looking well.

CUT TO--

Bruce walks back into the Batcave.

BRUCE COMPUTER ON.

The computer lights flash on.

BRUCE Computer run search on Alias "BANE".

DICK You won't find anything, we checked when we put him away. (beat) You don't think he's behind the Arkham breakout. I mean, he can't be smart enough.

Bruce takes the cape and cowl off the chair and sets it on the stone floor.

BRUCE I believe he may be behind it all.

He sits down in the chair.

The computer scrolls out data onto the screen.

Bruce looks it over.

BRUCE Damn. Nothing.

DICK Told you so.

Bruce spins around, annoyed.

BRUCE Mind telling me what happened?

Dick looks upset and hangs his head low.

DICK We tried taking Croc' down before anyone got hurt.

Bruce taps on some more keys.

The huge screen displays the word "SEARCHING".

DICKCroc seemed bigger, stronger.(beat)He took down Barbara and nearly ateme alive.

Bruce has broken into a system of files.

DICKThen some "Freak" in a cape...

Bruce shoots him a look.

DICKJust seeing if you were paying attention.(beat)Like I was saying, some guy in a capedropped from the sky.

BRUCESuperman? That was quick.

DICKNo, this guy had blades of fire spewing from his hands.

BRUCEHow hard did you hit your head?

The screen flickers.

BRUCEFound it.

DICKFound what?

BRUCEBane.

The screen shows an image of a young boy, his face obscured by bruises.

DICKHow did you?

BRUCEMexican prison system.

DICKHow could you tell.

BRUCEI never forget a voice. Even when it'sused in one word sentences.

(beat)The rest was deductive reasoning.

A prison record rolls onto screen.

BRUCEBorn in Santa Prisca prison.He was given no name....Father was killed by guards,Mother died from flu.

DICKI didn't know the Mexican prisonsystem was so cruel.

BRUCESanta Prisca is an Island off the coast

of Mexico. It just recently came into the jurisdiction of Mexico. This boy grew upin hell.(beat)It seems he escaped with a DoctorMilo Vanderwald and a Jervis Mclean.

DICKThats when he fell in league with Ivy.

Bruce jumps from his chair.

BRUCEIVY !

CUT TO--

Interior--Arkham-- Midday

Dr. Burton unlocks a gate and steps through.

BURTONI was beginning to wonder when they would commit you.

Batman steps from the shadows.

Gordon surveys the damage down the hall.

GORDONSo how many times have there been escapes, doctor.

Burton walks carefully not to step in any blood.

BURTONToo many, but you and the city councilwill not expand Arkham to hold thesecriminal geniuses.

Batman pushes through the two as they argue.

GORDONYou admire them, don't you, doctor.

BURTON

I admire their genius.

Batman walks to a door and peers through a barred window.

Two-Face peers back.

BATMANHello, Harvey.

TWO-FACEHere to stay? Need a room? We have plenty open.

BATMANHarvey, why did you stay?

Two face shows the bottle cap. One side is a black X, the other a black O.

TWO-FACELady luck smiled on Gotham, but not on me.

Batman steps away.

BATMANBe good.

Gordon and Burton are still argueing.

Batman walks a couple doors down. Frost has formed on the door. He rubs his finger down the door jam, rubbing some ice off.

BATMANUnlock it.

Burton gives him an offhand look.

BATMANHe won't leave.

Gordon takes the keys from Burton's hand.

BURTONWhat are you doing?

Gordon nods at Batman.

GORDON(Unlocking the door)(beat)I take full responsibility for this.

The door clicks open as Gordon turns the key.

A rush of cold air and snow flakes blow from the room.

Batman steps into the cell.

FREEZEWelcome to hell frozen over.

Batman looks around. The room is frozen solid. Except for glass encased computer equipment along the backwall.

Mr. Freeze sits in the corner typing at a plastic encased computer.

FREEZELike what I did to the place?

Batman walks further into the room, his boots crunching on the ice encrustedfloor.

BATMANHow are things with the cure?

FREEZEWhenever I seem to get closer I findmyself further away.

Batman puts a zip disk on the desk.

Freeze sees it and grabs it.

FREEZEWhat's this?

BATMANA little help. A few scientists in Chinahave found a link in the virus you may liketo see.

Freeze smiles a thank you.

FREEZEI take it this is not a social call.

Batman nods a yes.

BATMANI need your help.

FREEZEThis is about Bane.

(beat)He freed the prisoners.

BATMANI know.

FREEZE He kidnapped Ivy, serves her right.

BATMANWhere did he take her ?

FREEZEI'm not sure.(beat)Batman, this isn't the braindead you and I knew.He didn't rescue her. He wants to kill her.

Batman turns to leave.

FREEZEBe careful.

Batman leaves and Gordon shuts the door behind him.

GORDONDid you get what you need ?

BATMANNo, just more questions.

CUT TO --

Wayne Manor -- same time

Dick sits in a chair next to Barbara.

DICKI'm so sorry, Babs. I try so hardto be a hero.

Barbara lays still.

DICKMaybe I don't want this anymore.Maybe I can't be like him.

She starts to stir but Dick doesn't notice.

DICKMaybe I need to give this up.

BARBARAMaybe you should quit whining and kiss me.

Dick smiles, then leans over and kisses her.

CUT TO-- G.C.P.D. --MIDDAY

Outside the old stone building it is starting to cloud over.

Inside the tempermant is worse than the weather.

CROCI WAN'T MY LAWYER !

Dt. Carter,a bald black man in his early forties, sits across from the mammoth Croc.

Croc pulls on the chains that bind him to the stone floor.

CROCThis is unjust use of force.

CARTERNot so tough now, are you, Lizard Boy?

Croc smiles a toothy smile.

CROCUnbind me and I'll grind your bones

to chalk.

There's a knock on the two-way mirror.

CARTERDon't mind me, we'll discuss thischalk thing when I get back.

Carter steps into the screening room where Martinez, Gordon, and Batmanare waiting.

CARTERWe aren't getting anywhere.

Carter leans against the mirror as Croc wrestles with the chains in the other room.

Martinez shrugs.

MARTINEZHis lawyer is here. I guess we charge him with assault and behappy with what we get.

Gordon looks at Batman.

GORDONYou want to give it a try.

MARTINEZA try for what. We know he injured about a dozen people.

Through the glass, Croc tries to stand but the chains are too tight.

BATMANCroc was a tool. Assault withoutreason isn't Croc's M.O.. (beat)He was a distraction from Arkham.He knows.

CARTERHe knows what ? (beat)That-- thing has the I.Q. of a gecko.He barely knows his name.

Gordon lights his pipe.

GORDONNorman Alexander, a.k.a Killer Croc,graduate of Keystone College in 1992.Major in Criminal Law.(beat)That-- thing as you called it-- rankedhigher on his Police Acadamy Entrance Exam than you did, Dt. Carter.

Croc toys with the chain, testing it link by link.

GORDONIf it wasn't for a drug addiction that caused his deformity, he'dbe on this side of this glass.

Through glass, Croc smiles up at someone.

Gordon turns to notice that Batman is gone.

GORDONIt's probably best if you two leave.(beat)Tell his lawyer it'll be a few minutes.

Batman stands on the other side of the table from Croc.

Croc pulls on the chains.

CROCDo you mind if I don't stand up?

BATMANWhere is he?

CROCWhere is who?

Batman kicks a chair into the air and sends it crashing just a couple feet from Croc's head.

BATMAN

You know who, Norman. (beat)WHERE'S BANE !?!

Croc's eyes go cold as steel.

CROCI'm so glad you came. You seeit was part of the plan for me to see you. He wants you to findhim.(beat)But you see, I have plans of my own.

Croc's hands tighten on the chains.

BATMANCroc, don't do anything you'regoing to regret.

The bolts that hold the chain slowly raise from the cement floor.

CROCMy whole life is about regrets.I swore after the last time we metI'd get my revenge.

The bolts break loose and Croc flips the table at Batman as he gets to his feet.

Batman tries to get out of the way, but the table catches him in the side.

Croc shrugs off the chains.

CROCAs you know, revenge is a dish bestserved cold. And my blood is as cold as it comes.

Batman slides out from under the table as Croc smashes it to splinters.

Batman rolls and jumps to his feet delivering a shocking uppercut to the jaw ofCroc.

Croc shrugs it off and swipes with a clawed right hand.

Bats ducks and delivers a kidney punch followed by a Russian leg sweep.

Croc goes down hard.

On the other side of the mirror, Gordon tries to open the door.

The door doesn't budge.

He looks down and sees the chair placed on the otherside of the door to keep it shut.

GORDONDammit !

Back in the other room--

Croc's jaws open unhumanly wide as if to swallow Batman's head whole.

With a quick motion, Batman loops a chain around Croc's neck at tugs it tight.

He throws his weight into chocking out Croc.

BATMANWhere -- is-- BANE ?

Croc tries to fight Batman off, but the Bat eludes him using the monster's own movements against him.

Croc finally starts to lose consciousness and drops to his knees.

CROCThe * gasp* sewer.

Batman doesn't relent.

BATMANThe sewer is a big place.

CROCMy -- old *gasp* hangout.

Batman releases the chain as Croc's hands go to his throat.

Batman starts to walk away.

Behind him, Croc slowly rises to his feet.

There is a pounding on the two way mirror and catches Batman's attention.

Batman sees Croc behind him in the mirror.

He turns and catches Croc's big fist square in the chest.

The hit knocks him off the ground and sends him--

-- crashing through the two way mirror.

Gordon ducks out of the way from the flying glass.

Batman lands hard against the wall.

Croc moves slowly towards the now gaping hole to freedom.

The claws in his hands slowly extend a couple more inches.

Gordon reaches for his gun.

BATMAN(wheezing)

No. He's mine.

He reaches for the fire extinguisher above his head.

Croc gets to the hole in the wall and sees Gordon out of the cornerof his eye.

CROCOoh, pork. The other white meat.

Gordon whips out his gun and takes aim.

Just when he's ready to fire.

BATMANHey!

Croc's attention goes to Batman.

Standing back against the wall, Bats aims the fire extinguisher.

BATMAN

FREEZE!

Batman unloads the fire extinguisher on Croc sending the monster reeling.

He doesn't stop until Croc is lying on the floor covered in white foam.

Batman drops the empty container.

Gordon leans against the wall.

GORDONSometimes I don't understand you.

Batman puts a hand on the older man's shoulder.

BATMANBe glad you don't.

He walks past Gordon and out into the precinct.

Gordon looks through the open door and sees all the cops standing there, staring.

GORDONSomeone call a doctor or at leasta vet.

CUT TO-- SEWER -- MID AFTERNOON

Green water flows through the cold stone pipes.

You can hear the trickle of moving water and the squeaking of rats in the darkness.

Suddenly, light breaks through from--

-- an open manhole above.

Framed in the gray sky's dim light is Batman.

Rain has started falling--

-- causing puddles in the sewer water.

Above Batman stands surrounded by police officers.

GORDONYou sure about this.

BATMANHe's waiting down there.

Det. CARTERYou know it's a trap.

Batman turns his head, his eyes cold as steel.

BATMANI know.

With a flash of his cape he falls through the open hole--

-- and splashes down into the water below.

He recovers standing up from the dirty water.

His hand reaches for his belt buckle, flicking a button and--

-- emmitting a beam of light.

He looks down the long tunnel.

Rats dash across the stone walls.

He walks through the muck down the tunnel.

He turns a corner.

There is a quick movement as something jumps at him.

He swats it out of the air .

The rat splahes into the water.

Batman gives it a look then continues to walk through the waist high water.

From the end of the tunnel he can make out a groaning noise.

He starts to run.

The noises grow louder as he reaches a boarded off side tunnel.

He pulls the boards from the wall.

WOMANS VOICEHelp !

Batman climbs through the opening.

He falls into the water.

He stands and climbs up out of the water onto raised ground.

WOMAN'S VOICEHelp me !

Batman walks down a narrow hallway.

There's a light peeking through a door to his left.

Batman kicks it in.

WOMAN'S VOICEHelp.

Batman looks into the room.

A shocked expression crosses his face.

BATMANOh my --

In front of him tied to a wall is a dilaptated Poison Ivy. She is no longer a beautiful flower , but instead is like a withered weed, pale to the point of almost being transparent.She looks dead, and probably wishes she was.

Batman walks up carefully. Then puts his hand on her neck, feeling for a pulse.

He removes his fingers, revealing bruises on her neck where his fingers were.

BATMANIvy?

Ivy tries to look up. Her eyes reveal her blindness.

IVYBatman-- Is that you?

Batman works on the ropes that bind her. Careful not to harm her.

BATMANYes, Ivy. (beat)What did he do to you?

He works her right arm from the ropes.

She tries to talk, finding words hard to make.

IVYBane--(beat)Used weed killer.

Batman sees the I.V. pumping black fluid into her left arm.

IVYNeed sunlight.

He yanks the I.V. out and starts untieing her left arm.

With her main support gone she collapses--

--Batman grabs her and puts her on his shoulder.

BATMANCome on, I'll get you to a tanning bed.

There's a crash behind him.

He slowly turns around and sees--

-- a door on the otherside of the hallway bulge outward with a crash.

BATMANWhat's that?

IVYRiddler.

Batman sets her down.

BATMANWhat did Bane do to him?

He starts towards the door.

He doesn't notice Ivy fighting for consciousness, then suddenly come to.

He works the doorknob, but it doesn't budge.

Suddenly, a hand bursts through the door and grabs Batman's throat.

Ivy has a chance to say one word before passing out.

IVY...venom...

Batman struggles with Riddlers grip trying hard to get out of it.

He braces his feet against the door posts, trying to use his weight to break the grip.

Instead of breaking loose, he's pulled into the room.

In one fell swoop he is yanked through the door way and flung like a ragdoll against the back wall.

With dazed eyes, Batman looks up at his assaillant .

Standing framed in the doorway is a bulked out riddler.

RIDDLERBATMAN!

Riddler crouches like a monster watching his prey.

Batman tries to stand, ignoring the pain in his back.

BATMANEdward, you need medical help.We need to get this stuff out ofyour system before it does permenantdamage.

Riddler launches at him.

Batman rolls out of the way as Riddler crashes into the wall.

Batman leaps to his feet and delivers a kick to the back of the venom crazed man.

It doesn't faze Riddler, matter of fact, his new mass seems to absorb it.

He turns around and backhands Batman --

-- sending the hero stumbling backwards.

Batman grabs the door frame as he tumbles and steadies himself.

BATMANDon't make me hurt you, Edward.

Riddler charges forward and runs head long --

-- into Batman's raised boot.

Riddler grabs for Batman's leg and flings him down the hall.

Rats scurry away as the hero scids across the ground.

Riddler steps out from his room and into the hallway.

Batman pushes himself up.

BATMANYou can't resist a good riddle.

Riddler stands over him, his face suddenly looking like the old riddler.

BATMANWell, I have a riddle for you now.

In a blink, the venom kicks in again and Riddler lifts Batman off the ground.

RIDDLERNO RIDDLES!

He slams Batty into the ceiling of the tunnel, knocking cement loose.

Batman struggles, kicking and punching, but the beast continues to pound him into the ceiling.

There is a buzzing sound in between the bangs of Bat's body.

BANEHello, Batman. Are you enjoying my surprise?

Batman looks and sees the speakers mounted to the ceiling.

BANEI know first hand how too muchvenom feels. It drives a person into a non-thinking rage.

Batman slams his fists into Riddler's ears.

BANEI so enjoyed my stay in Croc's hideout.

He pushes his legs on to the ceiling.

BANEAnd his friends were very nice to us.

Bat's kicks a flip out of Riddler's grasp.

BANEI hope you enjoy their hospitality.

Batman lands, teetering on the ledge above the water.

He hears a splash and turns around--

-- and is almost snatched into the mouth of a waiting alligator.

He jumps out of the way .

Landing, he sees Riddler standing above him.

He reaches to his belt and unhooks his grappling gun.

Batman fires point blank into the chest of Riddler--

--sending the big man tumbling backwards.

Batman stands and looks up at the speakers. He tries tracing the wires.

BATMAN(to self)

Where are you hiding?

Batman forgets about Riddler, who is struggling to get to his feet.

Riddler steadies himself and then runs full steam at Batman.

Batman turns and is hit full force.

The hero is sent splashing into the alligator infested water.

It doesn't take long until he is fighting off alligators.

He is dragged under the water by a gator that has clamped down on his right wrist gauntlet.

He looks through the water's surface as a flash of light explodes like fire above.

He wrestles with the gator at his wrist as another races at his head.

It is about to crunch down--

-- when a fist slams into its snout, stunning it.

There is another flash of fire and the gator which had Batman's hand whips away.

He tries to stand, but can't.

Finally two hands reach down and pull him out of the water.

He shakes the cobwebs out and sees--

Azreal, standing before him.

AZREALBatman, I presume.

Batman turns and crawls out of the water.

AZREALYou're welcome.

Riddler stands near the hallway, pounding his head against the wall.

RIDDLERMAKE IT STOP! MAKE IT STOP!

Batman pulls himself out. He looks terrible. Costume torn, he bleeds from his mouth, nose, and several cuts on his body.

Azreal leaps out of the water and lands behind Batman.

Bats walks over and puts a hand on Riddler's shoulder.

BATMANI know how to stop the pain.

Riddler turns around slowly, his eyes leaking tears.

RIDDLERHOW?

BATMANI get you to a doctor that canget the venom out of you.

Riddler is about to agree when he sees the dark Angel behind Batman.

RIDDLERDEATH

Azreal takes the comment wrong and flicks on his blades of fire.

Riddler screams and swings at Batman.

Batman ducks the punch barely.

BATMAN( to Azreal)

Stay back.

Riddler slams two fists into Batman's back knocking the already injured hero to the ground.

The man turned beast then charges Azreal, full intent on killing the angel.

AZREALTell him that.

Before the charging behomoth can make contact, Azreal sommersaults out of the way--

-- sending Riddler tumbling into to pool of Alligators.

BATMANNO !

Batman looks horrified as the gators gather for a feast.

Azreal sees this and notices the speakers above.

He leaps and grabs the speakers from the ceiling and tosse them into the water.

There is a loud buzz as the speakers explode in the water.

Electric current sends steam into the air as it wraps around the alligators then Riddler.

Riddler screams as the electricity burns his very soul.

Batman stands leaping at the avenging angel.

BATMANWhat have you done?

The lines explode above his head as everything suddenly goes dark.

Darkness. Then the fiery light of Azreal's blades.

The blades give a reddish glow to Batman as he stands barely able to hold his own,but still willing to fight Azreal if need be.

Azreal instead turns around and jumps into the still rippling current.

Careful not to burn the fallen villian, he slowly drags Riddler out of the water.

Batman reaches down and feels Riddler for a pulse.

BATMANHe's still alive.

Azreal stands, looking down at the now shrinking body of the Riddler.

BATMANHow did you know?

AZREALI'd like to say I studied Chemistry andElectrical Science but the truth is---- it was just a lucky guess.

Batman looks up and something happens that is not normally seen. He smiles.

He then stands and tries to lift Riddler from the floor. But his strength is gone.

AZREALLet me.

Batman gives him a look that makes the young hero back off.

BATMANThere's a woman down that hall. She'll need help out, also.

With a second effort, Batman puts Riddler into a fireman's carry.

Azreal nods, then goes after Ivy.

CUT TO-- A COUPLE ROOFTOPS AWAY-- A FEW MINUTES LATER

Bird stands, binoculars in hand.

Through the binocs he sees the police standing by the open manhole.

BIRDHey, Magic, I think something's happening.

Bane steps to the side of the buildig, placing a large boot on the edge and looking down.

BANEHa, what do you know?

Through the binocs, Batman slowly drags both Ivy and Riddler into the rainy night.

Bird puts the binocs down.

BIRDHow can you laugh? The plandidn't work, Batman lives.

Bane still watches the commotion below.

BANEThe plan was never to kill Batman.That honor is mine.

Zombie walks to the ledge.

ZOMBIENow what?

Bane reaches inside his trenchcoat and pulls out wad of hundred dollar bills and hands them to Zombie.

BANEYou all hold up somewhere and do who and what ever you want.

BIRDWhat 'bout you.

Bane smiles.

BANEI have a pest problem to take care of.

CUT TO-- STEETS BELOW-- SAME TIME

Batman can barely stand, but tries not to show it.

The paramedics tend to Riddler and Ivy.

GORDONWas Bane down there?

BATMANNo. He was long gone by the timeI got there.

Carter looks disgusted.

CARTERThen all of this was for nothing.

Batman reaches down and brushes the hair off Ivy's face as she passes by.

BATMANRiddler and Ivy are both safe and will soon be back where they belong.

CARTERYeah, where they will be treatedand will repay all of that by escapingagain.

Batman turns to walk away.

GORDON( to Carter)

And we'll put them away again,won't we?

Batman looks beaten and like in the dream a look flashes onto his face. A look ofold age and commitments long dead.

BATMANYes. Again and again.( beat)Goodnight, Jim.

Gordon looks back at Batman, but, of course, he is gone.

GORDONOne day I'm going to ask himhow he does that.

He puts the pipe in his mouth then lights it. CUT TO-- ALLEY -- LESS THAN A BLOCK AWAY.

Batman walks down the alley then collapses into a pile of garbage.

He is in and out of conciousness.

Finally, his eyes open enough to see a figure standing above him.

Hands reach down and help him to his feet.

VOICEYou need help, friend.

Batman tries to see, but everything is fuzzy.

BATMANJust help me to my car and I'lltake it from there.

The dark figure helps him to the Batmobile.

Batman's hands reach out and touch the cold metel shields.

BATMAN

(faintly)...shields...

The shields quickly unwrap themselves from the car at their master's bidding.

BATMAN(faintly)

...hatch...

The hatch pops open.

The figure helps Batman into the car.

BATMANThank you.

A woman's hand carresses the side of Batman's bruised cheek, revealing a diamond spider ring.

BATMANYou're welcome, Beloved.

Batman pays her no notices as he settles in.

He pushes a button and the hatch swings closed.

With his last breath he forms one word.

BATMAN...home...

With that the car's engines start up and and a blast of fire shoots from the back.

It speeds off into the rainy night.

Standing behind, watching the car leave, the woman stands facing away.

WOMANMay god forgive us all.

CUT TO-- BATCAVE-- A LITTLE LATER

The Cave is cloaked in darkness.

The elevators engine hums as it decends into the cave.

The doors open and out steps Grayson.

DICKHey, Bruce, you won't believe this--( beat)Bruce ?

He walks forward seeing the faint outline of the Batmobile.

DICKI know you're here. I heard the car come in.

He steps froward and almost slips.

DICKWhoa !

He looks around.

DICKComputer, LIGHTS !

With a flash the caves lights pop on.

Dick looks around and sees the Batmobile with its hatch wide open.

He notice a trail of blood and water leading from the hatch.

He follows the trail, noticing that this is what he almost slippped in.

Looking to his right, Dick sees--

Batman's computer chair turned away from him.

He slowly walks up and turns it around.

An expression of fear and dread hits his face first.

DICKOh my GOD.

Bruce sits unmasked and unconsious and bleeding out.

DICKGOD, please no.

Dick rushes to the computer and hits a button.

DICKAlfred, GET DOWN HERE NOW !

ALFREDMaster Dick, pleas refrain from--(worried)What is it ?

DICKIt's Bruce.(beat)

I think he's dead.

CUT TO-- BATCAVE A LITTLE LATER

Bruce slowly wakes from his stupor.

Sitting next to his bed reading a book sits Alfred.

Alfred turns the page of his novel as Bruce slowly asesses the damage.

ALFREDTwo fractured ribs, not to mentionthe internal bleeding.(beat)It was touch and go.

Bruce touches his ribs and grimaces from the pain.

He then tries to sit up.

ALFREDI don't think so, young man.

It is to no avail as Bruce lays down again.

BRUCEFunny. I don't feel like a "Young Man".

ALFREDWell, young or not, I'm afraid you won'tbe going anywhere for quite some time.

Bruce leans on his elbow for support.

BRUCEBane's still out there.

ALFREDFor once let the police handle it.

BRUCEHe doesn't want the police.(beat)He wants me.

DICKMore reason for you to stay out of it.

Dick and Barbara stand on the stairs to the batcave.

Barbara, still in bandages, tries to steady herself.

ALFREDWhat are you doing out of bed, younglady?

BARBARAI feel better.

She looses her balances then steadies herself.

Alfred shuns Bruce.

ALFREDI think you are becoming a bad influence.

Bruce pays him no attention.

BRUCE( to Babs )

You are not 100 percent.

BARBARANeither are you.

Dick walks down the steps into the batcave.

DICKNo, but I am. And I'm going out.

BRUCEYou don't know what you're up against.

Dick grabs his costume and starts to undress.

DICKBabs and I have taken him downbefore, we'll do it again.

BRUCEHe's not the same. He's smarter.Bane used a venomed up Riddlerto beat me down.(beat)I'd be dead if it wasn't for him.

Bruce looks towards the shadows behind Dick.

All turn to see--

-- Azreal stepping out of the shadows.

AZREALHe's right.

Dick and Barbara snap into combat poses.

DICKHow did you get in here?

AZREALI followed the car. That holographic entrance is a nice trick, but your security measures must be upgraded.

ALFREDObviously.

Azreal looks over Barbara and Dick.

AZREALPlease, don't do anything stupid. IfI wanted to hurt you I would have done italready.(beat)I'm here to help.

BARBARAExcuse me, but who are you?

Azreal's hands reach below his mask and with a hiss unlatches it.

He pulls his mask off to reveal--

-- a handsome blond man in his early twenties.

AZREALMy name is Jean Paul Valley.I am Azreal, as was my father before me and his father beforehim.

BRUCEThe Dark Angel of Vengeance.

AZREALAnd protector of the Order ofSt. Dumas. Since the Dark Ages,the Order of St. Dumas has watchedover the world as its protector.Azreal has righted the wrongs and punished the guilty.

DICKWhy did you come here?

AZREALIsn't it obvious. Gotham isn't Mayberry.

Azreal steps over to Bruce.

AZREALIt will be an honor to serve, if you will have me.

Azreal outstretches his hand.

Bruce forces himself up to a standing position and steadies himself.

BRUCEThe honor is mine.

Bruce grabs Azreals hand and shakes it.

Alfred stands and walks past them.

ALFREDI'll set another place at the table.

CUT TO--OUTSIDE WAYNE MANOR-- A LITTLE LATER

The rain has gotten harder.

A dark figure can barely be made out in the shadows of the night.

Bane steps out of the shadows and slowly looks up to see--

-- Wayne Manor, in all its glory.

He removes a syringe from his coat pocket.

Bane squezes a little of the preciouse fluid out, then--

--stabs himself in the chest with it.

His muscles tighten with the excess venom.

Beneath the mask Bane smiles an evil grin.

He looks at the manor again.

BANEI know where you live, Batman.

CUT TO -- BATCAVE-- SAME TIME

Bruce leans on the wall for support as Azreal straddles the Robin cycle.

BRUCEI want a report every five minutes.

AZREALWhere do we start the search?

BRUCE Try the Waterfront. Then work yourway in.

About ten feet away, Robin leans against the Batmobile trying to talk to Barbara.

ROBINLook how he makes himself right at home.

BARBARAJealous?

ROBINNo. Still, I don't remember Brucebeing this happy when I discovered the Batcave.

Alfred stands up from behind the otherside of the car, where he was working.

ALFREDThat was probably because you tookthe car for a joyride.

Robin gives Alfred a look then slowly smiles.

BARBARAI wish I could go with you.

ROBINI'd worry too much about you to be any good out there.

Alfred rolls his eyes.

BARBARAPlease be careful. Remember, Baneis no good without his Venom. If you can cut off his supply you may be able to bring him down without much of a fight.

ROBIN

Peice of cake.

He leans closer.

ROBINHow about a kiss for luck.

Babs leans forward and embraces him in a deep kiss.

Alfred watches and then clears his throat.

ALFREDAHEM! Need I remind youher uncle is still present.

They seperate and look at the now smiling butler.

Azreal rolls up to Robin.

AZREALIf you're ready--

Robin kisses Babs on the forehead and leaps into the Batmobile.

ROBINReady when you are, Az.

Alfred escorts Barbara away as the Batmobile pivots to face the exit/entrance.

Robin flicks a switch and the dome closes shut over his head.

Azreal burns rubber as he shoots down the tunnel.

Robin presses a button igniting the engine.

ROBINMan, I love this car.

Alfred and Barbara stand with Bruce watching the Batmobiles launch from its parking pad.

The engines noise slowly fades as Bruce watches the car speed away.

When there is no more sound he turns to Alfred.

BRUCEDo you ever get the fear thatyou may never see someone again?

Alfred looks sadly at the now older-looking Bruce.

ALFREDEvery time I watch you leave.

He puts his arms around both Barbara and Bruce and walks them towards the stairs.

ALFREDNow it's time for some rest.

CUT TO-- WAYNE MANOR GROUNDS.

QUICK CUT-- The alarm box at the front gate has been destroyed.

QUICK CUT-- A surveillance camera has been yanked down.

QUICK CUT-- Two Doberman's lay unconscious on the ground.

Bane walks stealthily towards the house, careful not to be caught by motion detectors scattered here and there.

CUT TO-- WAYNE MANOR -- INTERIOR

Alfred slowly shuts the door to Bruce's room.

He makes his way down the hall and opens a door on his left.

He peeks in and--

-- sees Barbara sitting in bed listening to a police scanner and reading amagazine.

ALFREDYou must really try to sleep, me dear.

Barbara yawns.

BARBARAI'm not tired.

He smiles a gentle smile.

ALFREDHow about some warm milk andcookies.

She nods a yes.

BARBARAThanks, Uncle Alfred.

Alfred slowly shuts the door.

He continues to walk down the hallway.

He gets to the top of the steps and hears something below.

Alfred cautiously starts down the stairs.

When he reaches the bottom, he looks around.

There is nothing out of place.

Something moves in the shadows behind him.

He spins quickly to face behind him.

Out of the shadows, like a ghost, appears Bane.

ALFREDHOW ?

Bane swings a backhand knocking the old man down.

He steps over Alfred making his way to the steps.

Alfred slowly stands and grabs towards a cabinet.

He flings it open and grabs an elephant gun.

He slowly stands raising the gun to chest level.

ALFREDDon't make me use this.

Bane laughs and continues coming towards him.

BANEYou would never use that,you're not a killer--

Bane knocks the big gun out of his hand.

BANE-- I AM.

Alfred does a couple quick chops to Bane, but none of them have any effect.

With a surge of anger, Bane picks up Alfred and tosses him across the room.

With a CRASH, Alfred bangs in to a grandfather clock knocking it to the floor.

UP STAIRS--

Bruce hears the noise and sits up in bed.

As quickly as he can, he gets out of bed and rushes to the hallway.

He meets Barbara in the hallway.

BARBARAWhat's going on ?

BRUCEWAIT HERE !

Bruce takes off down the hall leaving Barbara behind.

BARBARALike Hell.

Barbara takes off after him.

Bruce hits the stairs first.

He looks down and sees--

-- Alfred, lying motionless in the rubble of the grandfather clock.

He quickly jumps down the stairs, the whole time grimacing in pain.

He runs to the old man's side.

BRUCEAlfred.

BARBARA

Uncle Alfred?

Barbara quickly climbs down the stairs.

BRUCEI thought I told you to stay upstairs.

BARBARAPunish me later.(beat)How is he?

BRUCEUnconcscious.

Barbara stands at the bottom of the stairs, afraid to come any closer.

Bruce's hair moves from a breeze.

He turns to see where the draft is coming from and notices--

-- the open Batcave secret door.

BARBARAHow did this happen?

From behind the staircase steps Bane.

He slowly sneaks up behind the unsuspecting girl.

BANEI happened.

Bruce and Barbara both spin to face him.

BRUCEBarbara, RUN !

Barbara doesn't listen and stands her ground.

She looks Bane, over but doesn't see any tubes to pull.

BARBARAYou son of a bitch!

She throws a punch.

Bane catches it with ease.

BANENo tubes to pull this time.No way to win, little girl.

Bane grabs her by the throat and lifts her in the air.

She tries clawing his mask, but can do no damage.

BRUCEPut her down.

Bruce stands no longer as Bruce Wayne, but now as a costumless Batman.

BATMANIt's me you want.

Bane nods a yes.

He tosses Barbara effortlessly through the air.

She tries to ball her body up for impact.

She crashes through one of the entrance way window.

And falls into the wet yard.

Barbara tries to push herself up, but collapses unconscious.

Inside the house, both man and monster face-off.

BATMANHow did you know?(beat)Did you follow the car? Wasthat the plan all along?

Bane steps towards Batman.

He reaches behind his back and pulls something out.

He tosses the object at Batman.

Batman catches it and pulls it up to look at--

-- his mask.

BANEI have seen your face many timesin my worst nightmares. In the darkhell of my cell, I knew your form.And when I saw Bruce Wayne forthe first time, I knew it was a maskthat the Batman wore.

Bane points to Alfred.

BANENow put on your true face, or I'llfinish the job I started.

Bruce slowly pulls on the mask.

BATMANWhy?(beat)Why Arkham? Why Riddler and Poison Ivy?

BANEA means to the end. (beat)I knew I couldn't beat you oneon one. For like me, your will isto strong. It needed to be broken.(beat)The Arkham escape wore you down. Riddler was a tool to beatyou down.(beat)And Poison Ivy, that was just forfun.

Batman stands in a combat pose.

BATMANYou nearly killed her and it wasjust for fun?

BANEIs that so hard to understand? Shetreated me like I was nothing morethan a tool. So I treated her like onein return.

BATMANAnd the venom?

BANEYou mean how can I take it andstill be smarter than you? Simple, it'sa new formula. The kind I gave Riddlerwas the leftover from the original formula.

He looks outside.

BANEI always wondered what venom woulddo to a woman.(beat)Care to find out.

He starts to walk outside.

Batman takes his shot and delivers a flying kick to Bane's back.

Bane tumbles to the ground as Batman lands on top of him.

Bane shrugs off Batman and stands up.

Bane throws a punch and Batman ducks it.

Bats slams a fist under the chin of Bane.

The hit would have crumpled a normal man, but Bane just stands there.

The big man knees Batman in the ribs, sending the hero to the ground.

Bane picks him back up and starts to jab him several times in the ribs.

The hero pushes himself away, stumbling backwards.

Batman spins a kick at Bane.

Bane easily grabs his leg then--

-- swings him into a wall.

Batman tries to stand up but the pain is getting to him.

Bane reaches for him, but Batman ducks his grasp.

He quickly makes his way towards his only escape --

-- the batcave.

He pushes himself down the stairs, forcing himself to go farther.

Bane follows.

BANEIt doesn't matter where you run.I will find you.

Batman reaches the cave and stumbles to the changing room.

As quick as he possibly can, he changes into his suit.

Bane slowly walks down the stairs.

Batman grabs his utility belt and snaps it on.

Bane steps into the Batcave and looks around.

BANENice.

Batman slips on a pair of hi-tech goggles.

BATMANComputer, lights off.

All of the lights in the Batcave shut off, collapsing the cave into total darkness.

BANEGood trick, but I don't need

lights to find you.

Batman flicks a switch on his mask, activating his night vision goggles.

BAT-VISION-- Bane stands, looking around in the darkness.

BAT-VISION-- Batman launches a punch to the center of Bane's face, sendingthe big man reeling.

BAT-VISION-- The hero kicks Bane in the chest, keeping him on his heels.

BAT-VISION-- Batman rams shoulder first, knocking Bane backwards again.

BAT-VISION-- Bane teeters on the edge of a precipis.

BAT-VISION-- Batman kicks Bane in the center of his chest, sending him falling over the ledge.

BAT-VISION--Batman hears no noise as he walks to the ledge.

BAT-VISION-- He looks down and sees nothing.

BATMANComputer, Lights 100 percent.

Batman takes off the goggles as the lights snap back on.

He again looks down but still sees nothing.

He hears a sound beside him.

He turns to see Bane pulling himself up.

Bane slowly stands.

BANEI never thought you would try to killme, I underestimated you.

Batman steps back.

BATMANComputer, Li--

A fist slams into Batman's jaw, sending him to the ground.

BANEI will not underestimate you again.

Bane slams a boot onto the side of Batman's knee.

Batman howls in pain as his knee breaks from the pressure.

The monster grabs Batman and throws him across the room.

He crashes into the Bat Computer, creating an explosion of glass and sparks.

Batman slides down the console.

Shards of glass have cut into his costume, creating a bloody mess.

Batman doesn't give up. He forces himself to stand on his one good leg.

He coughs blood as he tries to move.

Bane and Batman face off again.

Batman stumbles his way towards Bane.

The hero throws a punch, then another.

Bane swats them both away.

Bats throws another punch, this one Bane catches.

He spins Batman's arm and delivers a chop to Batman's elbow.

There's a popping sound as Batman's arm breaks.

Batman falls backwards in pain.

Bane steps back a few steps.

BANEStay with me, Batman.

Things start to go black for him but Batman blinks the pain away.

He tries to stand again but can only make it half way.

Bane crouches down for the kill.

He runs full speed at Batman--

-- spearing him on contact.

Both crash down onto the cement floor about ten feet away.

Both lay there for a second.

Bane slowly stands up.

BATMANIf you're going to kill me *cough*then kill me.

Bane grabs Batman and lifts him up.

BANEI never meant to kill you.

He lifts Batman up over his head.

BANENo, I mean to--

For a long second Batman seems to hang there.

Then Bane brings the hero down, back first onto his knee.

BANE-- BREAK YOU !

There is a loud crack as Batman's back breaks.

Bane rolls the limp Batman off his knee and onto the concrete.

The monster stands triumphantly over his victim.

He then reaches down and pulls the mask off of Bruce's face.

BANETo the victor goes the spoils.

Bane leans down to be face to face to Bruce.

BRUCE-VISION -- Bane in his face.

BANEYour city is mine.

Bane walks away down the tunnel towards the exit.

There are footsteps on the stone stairs as--

--Barbara cold and wet makes her way down.

Alfred, holding his head, follows her down.

BARBARABruce?

They both see the mangled mess on the floor that used to be Bruce Wayne.

ALFREDDear God.

They both rush towards him.

Alfred kneels down next Bruce.

ALFREDMaster Bruce.

BARBARAI'm calling an ambulance.

Barbara runs to a phone in the batcave.

ALFREDTell them to hurry. I'm afraid we haven'tmuch time.

Barbara looks at Alfred, then picks up the phone.

She flips a switch, changing the channel, then dials 911.

BARBARAYes. This is Barbara Pennyworth(beat)There's been a break-in. I think Bruce Wayne is dead.

CUT TO -- OUTSIDE WAYNE MANOR-- A LITTLE LATER

Police cars and emergency vehicles surround the Manor.

Several officers are snapping pictures outside.

INSIDE--

Bruce Wayne lays near the bottom of the stairs in a bathrobe, his body bruised and swollen.

The paramedics work quickly to brace him up as Barbara looks on.

BARBARAIs he going to be all right?

PARAMEDIC #1Tough to say. His chances will improveif we can get him to the hospital quick enough.

Alfred sits on the steps behind them holding, a bag of ice to his head.

He looks up to see--

-- Commissioner Gordon push his way through the crowd of police and paramedics.

He walks up to where Bruce is and puts a hand on Barbara's shoulder.

GORDON(to Paramedics)

I have two cars waiting to escort you to the Gotham General East when you're ready.

GORDON(to Barbara)

Bruce is going to be alright. He's a lot tougher than he looks.

Barbara smiles and nods, her attention still on her fallen comrade.

Gordon notices Alfred and moves towards the stairs.

Officer Martinez cuts him off.

MARTINEZSir, the reporters are slowly pushing theirway towards the house.

GORDONWell, then stop them. We are the police,aren't we?

Before Martinez takes off, Gordon grabs her by the arm.

GORDON(in whisper)

Let the information leak that Bruce Wayneis going to Gotham General West.

MARTINEZYes, Sir.

Martinez rushes off and Gordon is left alone with Alfred.

GORDONAre you okay, Mr. Pennyworth?

Alfred looks up, a faint smile trying to hide how worried he really is.

ALFREDThere have been better times, Commissioner.

GORDONSo what happened?

ALFREDI discovered that a group of thugs had broken into the mansion intent on robbingus. I was able to yell for help--

Alfred pulls the bag of ice away and points to the new bump on his head.

ALFRED-- before they dipatched me. From that pointon it was all a little hazy. I saw Master Wayneconfront a few of them on the top of the stairs.They kicked him around and then threw him down the stairs. It was terrible.

GORDON Any idea what they took?

ALFRED

To be honest, I'm not sure. The next thingI remember was telling Barbara to call the police.

In the foreground, the paramedics bring up the gurney and double check Bruce.

One of the paramedics is shaking his head in a negative.

Gordon helps Alfred along towards the ambulance.

GORDONI'll have robbery come in and check the house.(beat)If you remember anything else, call me.

Alfred climbs in and the paramedics close the door behind him.

The ambulance pulls away from the house.

As it leaves the mansion, a large group of paparrazi push each other around trying to get a good picture of it.

The group of men and women jump into their vehicles and give the ambulance chase.

When they are gone a second ambulance leaves going in the oppositte direction.

Gordon stands alone in the doorway .

GORDONGood luck, old friend.

CUT TO -- CHEAP HOTEL ROOM

Bane sits alone in the dark room, looking out on the city.

His city.

He flips open the laptop computer sitting on the table in front of him.

The screen flickers on and immediatly makes the internet connection.

A picture of the mystery man sitting on the throne appears again.

MYSTERY MANThe job is complete?

BANE

Batman has been broken. My debt has been paid in full.

MYSTERY MANVery good. I trust that this partnership shallbe held in secret.

BANEOf course.

MYSTERY MANWell then, Bane, the city of Gotham is yoursto do with as you please. Have fun.

The screen blinks off.

Bane stands and looks out at the city.

BANEI plan to.

CUT-TO-- BLACKNESS

Everything is pitch-black.

BRUCEAm I dead, Dad?

THOMAS WAYNENo, son. Not yet.

The darkness is lit by an explosion of light.

Backlit by the light, is Thomas Wayne.

Father and son stand face to face.

THOMASBut this time you have come close.

BRUCEI'm sorry , Dad.

His father puts both hands on Bruce's shoulders.

THOMAS

Don't be sorry, Son. You have taken adifficult cause and fought for it valiantly.But you have given up everything for acause that cannot be one by you alone.(beat)Your mother and I worry about you. Yourgetting older, time is no longer your friend.

BRUCEIf you mean a wife and kids. I can't . Theywould be a target. And I can't afford to loseanymore people I love.... I already lost to many.

Thomas lets his son go and slowly starts to fade away.

THOMASLiving in fear is not like you, Son. Those wholet the past control them are destined to bealone forever.

Thomas Wayne fades into the light and Bruce is left alone.

BRUCEDad, come back. DAD!

CUT - Hospital room-- night.

TIGHT CLOSE-UP-- Bruce Wayne's eyes are closed tight. His lips mumbling trying to form words.finally...

BRUCE(softly)

dad.

A shadow passes over his face.

Then a hand slowly wipes the sweat from Bruce's forehead.

Bruce's eyes flutter open straining to see.

He tries to make out the blurred figure and has to focus to see that it's Alfred.

ALFREDGood evening, Master Bruce.(beat)You have been out of it for quite some time.

Two days to be exact.

BRUCEBane?

Alfred sits on the edge of Bruce's bed.

ALFREDBoth Robin and Azreal are searching for him as we speak.

BRUCEThey won't find him. He has gotten his revenge.(beat)How bad ?

Alfred starts to get up visibly shaking.

ALFREDGet some rest, sir.

A look of defiance crosses Bruce's face.

BRUCEHOW BAD !!

Alfred sits back down and exhales deeply.

ALFREDThe doctors have repaired your brokenribs and internal bleeding, but--

Alfred squezes Bruce's hand.

Bruce just watches Alfred shocked. Shocked that he cannot feel anything.

BRUCEI can't feel your--

Bruce throws his head back into his pillow.

BRUCEMy God that monster broke my back!

Alfred lowers his head.

ALFREDThe doctors don't know the severity of the parallasis. Your physical and mental strengthwas what kept you alive. You should be dead.

BRUCEI can't walk. I can't even move. Bruce Waynemay be alive--(beat)-- but Batman is dead.

Alfred slowly rises showing his age.

BRUCEYou know I always thought it would be the Jokerthat would kill me. Who would of thought it wouldhave been Bane. I under-estimated him, Alfred, I didn't think he was smart enough to plan all of this.In the end it was my own mistake that did me in.(beat)Maybe this is for the best.

Alfred spins on his heels looking more like the father figure than the butler.

ALFREDSince you were a boy you have been strong willed.You worked through your parents death. You have never had it easy but you have never ever let it get to you.You never gave up on yourself. Don't you dare giveup now.(beat)When you became Batman, I didn't like it. But I stood by your decision. I even helped you. I'm going to standby you now. You will not go through this alone.

Both men are in tears.

BRUCEThanks Alfred.

Bruce turns his head to look out the window over Gotham.

BRUCEBut this town cannot go without a Batman.Especially now with Bane and Joker stillrunning loose.

It's starting to rain and something finally comes to Bruce.

He turns his head to look back at Alfred.

BRUCEI may not be able to carry the torch anymore,but Gotham will have a Batman.(beat)Call in the family , Alfred, and tell Dick to bringValley with them.

Alfred nods and heads for the door. He turns and smiles.

ALFREDI will. Now get some sleep, young man.

Alfred leaves the room closing the door behind him.

Bruce just lays in his bed. He slowly turns his head towards the sound of falling rain.

BRUCE I can't sleep not while he's still out there.

CUT-TO-- GOTHAM BANK AND TRUST-- A FEW MINUTES EARLIER

It is starting to rain again in downtown Gotham.

The rain flows into larger puddles.

A tire splashes one of these puddles sending water spraying onto the empty sidewalk.

A van's door opens and Bane steps out.

His entourage jumps out of the van and follows him to the bank doors.

Bane grabs two of the door handles and yanks hard--

-- ripping them off there barrings.

They march in, the alarm blares in the background.

BANETrog quiet that alarm.

Trog rushes over to the teller windows and leaps the counter.

He starts smashing the alarm system.

Back in the lobby Zombie takes aim at one of the security cameras.

Bane grabs the gun and pushes it aside.

BANENo.(beat)Let them watch.

They make their way quickly towards the large safe behind the teller area.

Zombie sizes up the large metal door.

ZOMBIELook at the size of that thing. It must be three feet thick. This is going to take awhile.

Bird looks at his watch.

BIRDWe got two minutes til the cops show up.

Bane walks over to the electronic code pad.

He digs his fingers under it--

-- and rips it out of the wall leaving a mess of tangled wires.

ZOMBIEGreat now what?

BANEBird, get to work.

Bird rushes over to the mess of wires and quickly sorts them.

BIRDNow you get to see what I was in jail for, boys.

He quickliy cuts and shaves two wires.

BIRD

I loved banks--

He crosses two of the wires.

BIRD A little too much.

The door locks pop in succession until the final lock unlocks.

Bird steps aside as Bane reaches over and pulls open the large safe door.

They all step into the large safe.

The safe walls are lined safe deposit boxes both large and small.

BANE Take only what you can carry.

They start unloading the valueables into large canvas bags.

When his bag is filled Zombie steps out of the safe back into the lobby, leaving only Bane in the safe.

Something moves in the shadows behind him.

He spins around thinking he saw something.

There's nothing but shadows so he turns--

-- to see Robin standing on a desk near the door.

ROBINYou know, there is a penalty for early withdrawal.(beat)Prepare to pay it.

Bird and Trog rush out of the safe.

ZOMBIEWell if it isn't the Boy Blunder. Nice tights.

Robin jumps down off the desk and lands in a fight pose.

ROBIN (sarcastically)

Oh, how original. Never been called that

before.(beat)Now I'm kinda in a hurry. So how 'bout makin'it easy and giving yourselves up.

Bane slowly steps out of safe.

Robin raises his eyes off the other three and focuses on BANE.

ROBINYOU!!

Bane points at Robin then closes his gloved fist.

BANEKill him.

The others bring up their guns and start firing at Robin.

Robin somersaults backwards over the desk as a hail of bullets spray past him.

The bullets collide with the bullet-proof glass behind him riddling it with white pockmarks.

Robin ducks down behind the desk as splinters of wood and glass fall all around him.

He brings up a gauntlet and pops out a little transciever.

ROBINCould use a little help here, Azreal.

He doesn't get anything but static.

ROBINYo, Azreal.

Zombie, Trog and Bird continue to fire working their way towards Robin.

Behind Bane a shadow slowly rises from the floor.

Two long blades pop out from the shadow with a SNIKT.

Bane spins punching at the shadow.

The dark figure rolls out of the way then leaps to his feet.

With a whoosh he ignites his blades showing the decorated armor of Azreal.

AZREALPrepare yourself for judgement.

Azreal leaps at Bane slashing at him. Bane gives Azreal the big boot in mid-flight sendinghim hurdling backwards.

Azreal crashes into a side office, smashing through a computer.

Bane turns his attention towards The outside of the bank.

The police are showing up.

BANERight on time.

Azreal pulls himself back up.

AZREAL (to self)

Get up and walk.

With pain in every step he lurches out of the office.

Zombe, Trog and Bird are almost on top of Robin.

Azreal looks at Bane then looks over at Robin hiding on the other side of the desk.

He jumps out and tackles the three gunmen.

Robin hears the gunfire stop and jumps over the desk.

He lands kicking the rising Bird back down.

Azreal pushes off at Trog and looks back at Bane.

Bane reaches for something clipped on his belt.

Trog reaches up grabbing Azreal. With one hand he pushes Azreal off him.

Trog gets to his feet as behind him Robin and Zombie exchange blows.

Azreal tries to make out what Bane has appearing not to notice the charging Trog.

In a silent rage Trog makes to jump Azreal--

--but Azreal juts out his leg in a backwards roundhouse kick.

The kick makes contact with Trogs face, but only manages to slow the man down.

He hits Azreal hard knocking the angel backwards.

Azreal's full attention turns to Trog.

By the time Trog sees the fiery blades it is to late.

Azreal slashes a burning blade across the man's chest.

Trog screams in pain grabbing for his chest.

Zombie's attention turns towards his friend.

ZOMBIETROG!

Robin slams a couple punches into the unsuspecting Zombie knocking the man down.

Zombie feigns injury as Robin steps closer.

The villian delivers a sucker punch to Robin catching him off guard.

Robin never sees Bird slam the but of his machine gun into the back of his head.

OUTSIDE--

Commissioner Gordon leaps from his car moving at the pace of a younger man.

He makes his way towards a large grizzly looking Detective.

GORDONBullock! What's going on?

Bullock turns his gun still poised at the Bank door.

BANE Not sure. Far as I can tell. Bane and a few goons are taking on Batman and some new guy.

Gordon takes out a small pair of binoculars and focuses in.

He sees Robin lying on the bank floor and the three thugs moving in on Azreal.

He moves his line of sight towards Bane.

He focuses on Bane then notices--

-- something small in Bane's hand, something the size of a cell phone.

He yanks the goggles down and looks around.

The commissioner spots the van that Bane arrived in.

GORDONWho owns that van?

Bullock looks it over.

BULLOCKIt was here when we got here, Commish.Martinez is running the plates.

Commissioner grabs Bullock by the arm.

GORDONGet everyone back, NOW!!!

INSIDE--

Trog, Zombie and Bird work over Azreal, who tries desperatly to fend them off.

They all knock himdown to his knees trying to keep him down.

Bane pushes them off Azreal.

Bane grabs Azreal with one hand around the neck.

He lifts the vigilante off the floor and into the air.

BANEI broke Batman and you show no fear.

Azreal squirms forcing his tired arm up to the position to strike.

AZREAL(chocking)

I am AZREAL. I fear NOTHING!!

Bane laughs a dark laugh then lifts Azreal higher.

BANEYou will. (beat) (darker)You will.

Azreal tries to strike at Bane but is yanked down with terrible force and is chokeslammed to the ground.

Bane stands over Azreal, his fists clenched.

Bane looks at others, who now are gathering their loot.

BANEIt's time to go.

Instead of heading towards the front, they head towards the back of the bank.

Azreal forces himself to move.

He slowly gets to his feet.

Bane turns holding out the small device.

He clicks a button on the device and starts to run.

Azreal's head turns towards the outside seeing--

-- the police running away from the bank building only then noticing the white van outside.

With frightening speed he runs over picking up Robin on the fly.

OUTSIDE--

Commissioner Gordon and Bullock rush away from the van.

VAN INTERIOR--

The inside of the van is lined with explosives. There is a sound like a phone ringing then the inside of the van flashes white.

OUTSIDE--

Bullock grabs the Commissioner and throws him down landing on top of him as the van behind them explodes in a fireball and a wave of fire.

BANK INTERIOR--

Azreal, carrying Robin in a fireman's carry, tries to outrun the wave of fire. He leaps desk after desk.

He sees the open safe just ahead.

He jumps inside just as the wave of fire slams the door in place.

Azreal sets down Robin then removes his helmet revealling his long blond hair.

AZREALDamn.

BANK EXTERIOR--

Debris is still falling onto the street as the police slowly move out of hiding.

Bullock pushes himself off Gordon.

BULLOCKCommissioner, you okay ?

Gordon slides out from underneath Bullock.

GORDONI'll be better if you can get off me.

Bullock stands and takes off his brown fedora.

He's slapping it on his legs to remove dusk as Gordon surveys the damage.

The bank frontage has been blown off leaving a black scarred surface.

BULLOCKThat was a close one, huh! Think I cinged mymy hat.

Gordon watches a couple firetucks pulling up.

GORDONI believe this is just the beginning of close calls.

From here on in everyone is pulling overtime.

INTERIOR BANK SAFE--

Robin is slowly coming to. He tries to sit up but can't.

Azreal leans against one of the safes walls watching Robin.

AZREALCareful, you took a nasty shot to the neck.

Robin tries to shake the cobwebs out but it just hurts him more.

ROBINWe had him.

AZREALNo, we never had him. He had us the whole time.

ROBINWell next time we'll--

There is a ringing on Robin's gauntlet.

He reaches down and presses a button on it.

ALFREDSir, Batman requests your presence immediatlyand bring Azreal with you.

Robin looks up at Azreal then at the shut safe door.

ROBINWe may be a little late.

HOSPITAL EXTERIOR-- A WHILE LATER--

Rain is pouring down outside the Hospital.

BRUCE WAYNE'S ROOM -- EXTERIOR--

Barabara stands looking out the window watching the rain pound on the glass.

Bruce watches her as a father would watch a daughter.

BRUCE WAYNE'S ROOM --INTERIOR--

Barbara shakes her head frustrated. She is still shaken up.

BARBARAIt seems to always rain here.

BRUCEIt rains in Metropolis, too.

Bruce wants to hold her and tell everything is alright but all he can do is lay there and watch.

There is a long pause as both don't know what to say.

BRUCEYou shouldn't beat yourself up over this.

BARBARAI don't know what your talking about.

BRUCEIt's not your fault, you couldn't stop himno one could.

Barbara spins to look at Bruce tears in her eyes.

BARBARAThe one time you needed me and I wasuseless. Now look at what happened.

BRUCEBarb, if he could of he would have killed you.(beat)I could never forgive myself if you or Dick diedbecause of me.

Barbara gives Bruce a hug.

BRUCEEasy. What would Dick say ?

DICKHe'd probably say his bestfriend was playing the sympathy card.

Barbara lets go of Bruce and spins on her heels towards Dick.

She shoots him a look.

DICKHey, turn that glare down. It was a joke.

Bruce lets out a painful laugh.

BRUCEGet used to it Dick.

Dick leads Jean Paul and Alfred into the room.

Alfred shut's the door behind them.

JEAN PAULSorry we were late.

DICKBane robbed Gotham Bank and Trust.

BRUCEI saw on the news. You should of beenmore cautious, people could of been killed.

Dick starts to get defensive.

DICK(angry)

Well next time--

BRUCENext time is what I wanted to talk to you about.

Bruce raises his bed up to a sitting position. Pain shoots through his body but he chooses to ignore it.

BRUCEBane is tearing the city apart. I cannot stop him.But this town needs someone to turn to, nowmore than ever this town needs Batman.

Dick starts to stand tall in anticipation of what is coming.

DICK

I'd be honored to--

BRUCENo.

Dick looks shocked he looks to Alfred and in turn Alfred lowers his head.

He looks over a Barbara and she's just as stunned as he is.

Dick turns towards Valley. Jean Paul just stares ahead at Bruce. Already aware of what is coming.

BRUCEJean Paul, I havent known you as long as I mayhave liked, but you are a knight of the Order of St. Dumas. You are a protector of the innocent.Jean Paul Valley will you help this town, will youhelp me?(beat)Will you be BATMAN ?

Jean Paul lowers his head as to bear the responsibility of his position.

JEAN PAULIt will be my honor to serve. I swear by Dumashimself that no harm will fall on this city.

Anger is welling up in Dick. He's not sure who he is mad at more, Bruce or Jean Paul.

Dick moves forward to the edge of Bruce's bed.

DICKYou don't see it do you?

BRUCEWhat?

DICKHe rides in on his white horse to save the dayand you automatically trust him. Somethings not rightwith him.--

BARBARA--DICK !!

Dick spins and looks at all the others.

DICK You all see it. Even Jean Paul himself knows he isn't ready for this he just won't admit it.

JEAN PAULYou're wrong I've been trained all my --

DICK-- That doesn't make you Batman.

BRUCE( with all of his energy)

DICK, THAT'S ENOUGH!

Dick turns to look at Bruce. He no longer sees the hero that has saved his life over and over agian he sees the man broken before him.

BRUCEYour life moves along a different path than mine.(beat)Dick, your being given a chance at happiness withBarbara. I want you to go with her to Metroplolisand go to college.

DICKI didn't fight alongside you for this long to be shoved aside.... HOW DARE YOU!!

BRUCEMany times I have been given the chance to love and I turned them away for Batman. I don't want thisto happen to you. Promise me you'll go.

Dick turns for the door.

Barbara reaches to stop him, but Dick gives her a look and she stops.

DICKI trusted you, Bruce.

BRUCEDick--

Dick throws the door open.

DICKGO TO HELL!!

Dick slams the door behind him leaving the others to stare at the now shut door.

Bruce breaks the silence in a back to business tone.

BRUCEJean Paul, Alfred is going to take you tothe Manor and get you set up. (beat)I believe Bane may make a move for controlof the city soon. He'll probably move on the police next.

Jean Paul nods his head.

JEAN PAULThen I'll have to stop him before anyone elsegets hurt.

Bruce looks over to Alfred.

BRUCEAlfred.

Alfred nods at Bruce.

ALFREDLet us get moving then, sir. Time is not on our side.

Alfred and Jean Paul leave. Leaving Barbara and Bruce alone.

She turns towards the rain outside.

BARBARAI can't believe you did that.

BRUCEOh, I suppose you're mad at me to.

BARBARAYou're DAMN right I'm mad.

BRUCEI thought you'd be happy. You and Dick can have

a fresh start.

Barbara spins on her heels.

BARBARAHappy! You're forcing him to go with me.You're pushing him too much and that's not going to helphim and I.

BRUCEBut I--

BARBARAI know your heart was in the right place, but---(beat)I need to find him and talk to him.

Bruce looks down and closes his eyes.

BARBARAI love you, Bruce. But please stay out of our lives.

She heads to the door to leave.

BRUCEI'm sorry, Barb.

Barbara opens the door.

BARBARAI'm not the one you need to apologize to.

She close the door leaving Bruce alone.

He stares at the door realizing that everything had truly changed.

CUT TO-- WAREHOUSE ON THE WATERFRONT-- SAME TIME

Bane sits on a throne made of crates. He reads over a map.

Bird counts his new pile of money while Zombie patches up his buddy Trog.

Bird stops and notices Bane looking at the map.

BIRDHey, Magic! What's up?

He stops counting and walks over to Bane.

BIRDWhat's with the map?

Now what Bane is doing has everyones attention.

BIRDAnother Heist?

BANENo. Bigger.

ZOMBIEBigger? What?

BANEWhy steal from Gotham when you can own it.

Bird looks over at his pile of stash noticing how large it really is.

BIRDI don't think we have enough to buy Gotham, Magic.

Zombie smiles and shakes his head as he figures it out.

ZOMBIEHe doesn't want to buy it, Moron. He want's torule it.(beat)The real question is how he's planning on doing that.

Bane tosses the map aside.

BANEIt's quite simple. I have already destroyed Batmanthat leaves only one thing in my way.(beat)The Gotham City PD.

Zombie shakes his head in disbelief.

ZOMBIEShort of a tacticl nuke how are we supposed totake out the GCPD.

BANEWe all have one thing in common. We all have hadrun-ins with the police. We're not the only ones.We have a virtual Army aout there of people who'd want to see Gotham burn.(beat)And gentlemen tonight this city will burn.

CUT TO-- OLD GRAYSON CIRCUS GROUNDS-- A LITTLE LATER

The old circus tent has been torn down but years later what is left has become a graveyardof circus props.

Standing in the former center ring is Dick Grayson.

The rain has formed puddles all around him but when we see his face we see tears as wellas rain streaming down his face.

He looks down at the spot where his parents and brother died.

DICKI'm sorry.(beat)I promised to avenge your deaths and protect the inocentbut I failed at both.

He takes something out from beneath his coat.

He holds it up to look at it one last time-- his old Flying Grayson's uniform.

He slowly sets it down at center ring.

DICKRobin's dead now I don't know who I am.

He kneels there thinking about his future not noticing Barbara stepping out from behind some old bleachers.

BARBARAWho you are is Dick Grayson, the man I love.

Dick doesn't even turn around to face her.

DICK

How long have you been hiding there.

Barbara steps closer.

BARBARALong enough.

DICKI didn't see you.

BARBARA(forced laugh)

I learned from the best.

DICKWell you can leave like him too. (beat)Go home, Babs. I want to be alone.

BARBARASo you can sulk in private. You know whenyou signed on for this relationship you and I werea team.

DICKWell I don't do well as a team player anymore.

Barbara crosses her arms trying to hold up a building anger.

BARBARASo what does that mean for us, huh?

Dick stands his gaze still on his old uniform.

DICKIt means-- I don't know.(beat)All I know is Batman or no Batman I'mneeded here. Someone has to watch Valley.

BARBARA(ANGRY)

FINE!! You can stay behind. I'll go to Metropolis without you.

Barbara turns to leave.

Dick grabs her arm to stop her.

DICKBarbara this isn't permanant. I just need timeto work this out. I need time to figure out who I am.

Barbara shakes herself loose.

BARBARA(CRYING)

Take all the time you want, Dick. Just don'texpect me to come running back to you when your ready.

She walks into the shadows crying.

Dick looks stunned. He looks back at his now wet old uniform.

DICK(to self)

I love you too, Babs.

Lightning flashes in the distance the storm is getting worse.

CUT-TO-- GCPD PRECINCT #12-- SAME TIME

Gordon stands alone on the roof .

He stares out on the all to quiet city.

GORDONI thought it was to be the quiet before the stormnot during the storm.

Det. Carter rushes the through the door to the roof.

CARTERCommissioner, all units are reporting in now.(beat)There seems to be no one out there tonight.Dealers, prostitutes, are usual street thugs allof them are gone.

Carter stands next to Gordon looking out onto the city.

CARTERWhich means either Batman has done a great job or--

GORDON--We're in really big trouble.

Gordon turns towards the Bat-signal.

GORDONJack, call everyone in. And you better get the mayor here to. If this goes bad the Precinctmay be the safest place for him.

Carter heads off.

GORDONAnd , Jack, if your a God fearing man you betterpray.

CARTERI'll say a prayer for all of us.

Gordon grabs the switch.

GORDON(to self)

Here's my prayer.

He pulls the switch.

The light flickers on and the beam shoots into the air.

The battle signal seems to ripple in the rain.

CUT-TO-- WAYNE MANOR EXTERIOR-- A FEW MOMENTS AGOThe Manor still has the looks of one who's been violated.

CUT TO-- BATCAVE-- SAME TIME

The cave is dark with only the hum of the computer breaking the silence.

ALFREDComputer. Lights, please.

The lights pop on illuminating the Batcave in an eiry light.

Alfred steps across the concrete floor.

Jean Paul steps down the stairs behind him.

JEAN-PAULI thought Bane trashed the place.

Alfred brushes some dust off the new computers console.

ALFREDHe did. But Barbara and I cleaned it upand replaced all that was broken.(beat)Master Bruce tries to keep duplicates of everything. He tends to go through them quickly.

JEAN-PAUL touches the computer.

ALFREDNow if you want I'll give you the tour.

Jean-Paul sits down in the big Bat-Chair.

JEAN-PAULAll of that will be on here. Correct?

ALFREDYes, sir, but--

JEAN-PAULThen that's all I need. Thank you, Alfred.

Alfred looks shocked.

ALFREDYou'll need passwords to--

Jean Paul is on the main screen.

He quickly enters a password opening the system.

JEAN-PAULI was raised on a computer. I know moreabout computers than Bill Gates.

(beat)Computers like me.

Alfred turns to leave.

ALFREDThen you won't need me, sir.

Alfred goes up the stairs then looks back down at Jean-Paul.

Jean-Paul's fingers move faster than humanly possible over the keyboard.

In front of him, the screen flickers with rapid images.

ALFRED(to self)

My God, he is a computer.

Jean-Paul stares as the screen pumps images into his eyes.

JEAN-PAUL(to computer)

Teach me.

CUT-TO-- A RAINY STREET A FEW BLOCKS FROM PRECINCT #12-- A LITTLE LATER

Bane stares up at the night sky. His focus on the Bat-signal.

Bird rushes through the puddles towards Bane.

BIRDMagic, we have a problem. The police aremobilizing. They set up barracades and have onriot gear.

Bane ignores him and just watches the signal.

BIRDSo maybe it's..um.. time for a new plan.

BANEThey hold their hopes on a false savior. Thatwill be THEIR undoing.

BIRD

Still they're ready for us. We've lost the elementof surprise.

Bane turns his attention finally to Bird.

BANEThis was my plan, Bird. It is better to get rid of all of them at once that have to worry aboutthem later.

Zombie jumps out of a black van parked across the street.

ZOMBIEOkay, Boss, the clock is running .

Bane turns towards the van.

BANEReady the troops. In ten minutes the neworder will begin.

INTERIOR-- GCPD PRECINCT #12-- GORDON'S OFFICE

The mayor paces across the floor in front of Gordon.

Carter stands in the doorway as if to provide some protection.

GORDONSir, if you can please stop pacing. Your making MEnervouse.

The Mayor stops.

MAYORI pray your wrong about this. I don't like leavingmy family in the middle of the night because you believe some maniac is going to start a gang war.(beat)I live in fear everyday that some freak is going totry and kill me with Smilex gas or decide that hiscoin thinks I should die. I really don't need this.

Carter can't help to smile a little. But he quickly erases it when he notices that Gordon isn't smiling.

GORDON

Your family will be fine,sir. Montoya is one ofmy best officers she will make sure nothing happens to your wife and daughter. But in the meantimewhy don't you calm down and Detective Carter willget you some coffee and a danish.

The Mayor starts pacing again.

MAYORI'm better off pacing.

The phone on Gordons desk rings startling the group of men.

Gordon picks it up a worried look crossing his face.

GORDONGordon--(beat)I can't afford to send anyone---(beat)I'll try to get you some help from the seventeenth.(beat)Well try to hold them off for as long as you can.

Gordon hangs up.

A look of dread has made his face pale.

GORDONJack, call the seventeenth tell them to send someofficers to Gotham Power and Water. The BlackHearts have broken in and are tearing the place apart.

CARTERI'm on it,sir.

Carter turns and runs out the door.

Gordon's phone rings again then stops in mid-ring.

He picks it up.

The only sound is silence.

GORDONThe phones are dead.

The Mayor grabs his cell phone.

He starts to dial

MAYORI'm not getting a signal.

Gordon turns to the window.

He grabs his radio off his desk.

GORDONBULLOCK. GORDON SPEAKING.

BULLOCKYES, COMMISH.

GORDONGET READY, THINGS ARE ABOUT TO GOBAD.

CUT-TO -- STREET LEVEL--SAME TIME

Bullock stands in a group of tenty SWAT officers.

BULLOCKOh, yeah, like it isn't already.

CUT-TO-- GOTHAM HOSPITAL-- BRUCE WAYNE'S ROOM-- MOMENTS LATER

Bruce lays in bed eyes close.

He snaps them open when the door opens.

Alfred walks in. The older man is definetly tired and run down.

BRUCEWell Alfred, you look like I feel.

Alfred walks over to the side of the bed.

ALFREDIt's amazing you pick now to have a senseof humor, Master Bruce.

Alfred sits down. Tired as he is he still puts forth a valiant effort.

BRUCEThat went quick, I mean getting Jean-Paul ready to go.

ALFREDActually, sir, he was bound and determined tofigure out everything for himself. Rather hard headed.Actually reminded me of someone I know.

BRUCESo I picked well after all.

ALFREDDo you really want me to answer that question,sir ?

Bruce closes his eyes again.

BRUCENo.

Alfred looks him over. For a moment he almost forgot all the items plugged into Bruceto keep him alive.

HE sees the little boy he raised lying in a bed.

He sees Bruce putting the Bat-suit on for the first time.

Remembers Vicki Vale and how she made Bruce happy.

He sees Bruce first meeting Dick and taking the boy under his wing.

He finally sees in his mind Batgirl, Robin amd Batman standing and laughing inside of the Batcave.

CUT - TO PRESENT-- Bruce turns his head to look at his old friend.

BRUCE(remorsefully)

What have I done, Alfred?

ALFREDIf forgiveness is what you need. Master Dickcan be reached on his cell phone, I'm sure.

BRUCEThanks, Alfred. Could you?

Alfred leans forward reaching for the phone.

ALFREDOf course.

Alfred picks up the phone but hears nothing.

ALFREDIt's dead, sir.

Alfred puts the phone down. He reaches into his vest pocket and pulls out his cellphone.

ALFREDI'll try to reach him on the satellite phone.

BRUCEBetter call Jean-Paul instead. Bane's making his move now.

Alfred starts to dial then--

-- everything goes black.

TIGHT CLOSE UP-- Bruce can't breath all of the machines keeping him alive have lost power.

He struggles to force breath down his throat.

ALFREDDear GOD! Master Bruce.

Alfred rushes over but can't do anything to help but drops the phone shattering it.

It seems like forever. As Bruce slowly starts to lose his battle. He listens to the world outside. He can see a fire way off in the distance.

Finally half the lights come back on and Bruce's machine kick back to life.

Bruce takes a deep breath.

Alfred hugs Bruce.

ALFREDGod, I thought I lost you again.

BRUCENot--Ready to -- die yet, Alfred.

He looks up at the lights in his room. He notices the dimmness.

BRUCEBack up generators. (breath)Bane must have taken out Gotham Power.(breath)

And the phone company.

Alfred looks down.

ALFREDI'm afraid I broke the satellite phone, sir.(beat)I may have another in the Jag.

Bruce painfully nods his head.

BRUCENo the loss of power would have locked everything down. It will take a while to geteverything in this hospital up and running.Until then everything is out of our hands.

CUT--TO-- BAT CAVE- A FEW MOMENTS EARLIER

Jean-Paul stares at Bane's file. Looking past the pictures into the man himself.

JEAN-PAULHE was evil before the venom.

He is about to open another file when all of the power kicks off.

HE sits alone in a darkened Batcave. A normal man would be afraid, but Jean-Paul isn't a normal man.

He waits a second then eases out of his chair.

JEAN-PAULCOMPUTER, back up generators ON!

The Batcave is flooded in red light.

Jean-Paul steps off the steps onto the concrete floor and heads towards the vault.

JEAN-PAULSo. It's begun.

He opens the vault with the punch key and steps in.

The vault is lit by a blue light.

He presses a button and a panel slides open-- revealing a bat-suit.

He looks it over. It's a little more hi-tech than Batman's old suit.

He grabs it off it's hooks.

JEAN-PAULYOU were made for ME.

He puts it on.

First he slides into the body suit.

Then pulls down the mask.

Followed by the gauntlets.

Then the boots and the utility belt.

And finally snaps on the cape.

He turns to leave the cape obscuring his full look.

He leaps into the Batmobile and flips the ignition switch.

The Batmobile roars down the runway towards the exit.

It bursts into the night. The Bat-signal in the distance.

CUT-TO-- GRAYSON CIRCUS SITE-- SAME TIME

Dick still stands in the rain. He turns to leave heading towards his bike.

He mounts his bike and gets ready to start it up.

He gets lit up by a large explosion a couple miles away.

He turns to look and sees a ball of fire still light up the rain filled skies.

The fireball dissapates and he turns and notices the city lights going off grid by grid.

DICKMy, God.

He then notices the Bat-signal right before it flashes out.

Hate fills his eyes. Hate for the man that ruined his dreams.

DICKBANE!!!

He kick starts his motor and heads out onto the wet sreets.

In the shadows under the bleachers. Barbara watches him leave.

She then moves over to her bike and leaps on.

She starts it up and heads off after him.

CUT-TO-- GCPD PRECINCT # 12-- A FEW MOMENTS LATER

Bullock stands below a now darkened Police Headquarters.

The cops all around him shift nervously.

He grabs his radio already knowing how useless it would be.

BULLOCKCOMMISH. CAN YOU HEAR ME?

There's nothing just static.

He turns and sees something out of the corner of his eye.

A little piece of fire flying through the air.

BULLOCKEVERYONE DOWN!

The cops ducks as a molotav cocktail crashes and explodes .Starting a cop car on fire.

Bullock looks back up and has to chuckle as that one missed by a long shot.

The area in front of him is dark again.

He laughs a little louder and soon a lot of the officers are laughing.

BULLOCK(to darkness)

Ha! Is that All you got you WUSSIES!!

He starts to laugh but stops as noise erupts around him.

He can make out in front of him an army of people. Men and women running towards him.

He then is lit up in the night sky and has to look up.

Almost a hundred Molotov cocktails light up the rainy night sky. Looking like shooting stars heading in his direction.

BULLOCKAh, shit.

CUT-TO-- INTERIOR-- PRECINCT-- GORDONS'S OFFICE-- A MOMENT EARLIER

Gordon stands helpless as the first Cocktail crashes down.

The mayor stands next to him.

MAYORMy city. What has he done to my city.

Gordon doen't even have to look at the mayor.

GORDONI'm afraid it's his city now. At least til

we get it back.

Carter holding a flashlight, rushes into the office.

CARTERSir, the sniper's are on the roof. Ready and waiting.

Gordon turns.

GORDON

I really hope it doesn't come to that, Jack.

He turns back to see all the molotov cocktails light up the sky.

CARTERI think we may have underestimated their numbers.

MAYORYou think?

Gordon grabs his gun out from under his coat.

GORDONEither way here they come.

The street is lit up by flame.

Through the light the three men can see over two hundred people rushing down the street. Armed with anything they could carry.

Carter looks over Gordon and Gordon looks at him.

GORDONWelcome to the Alamo.

CARTERI don't remember a black man at the Alamo.This really sucks.

CUT-TO-- CITY STREET LESS THAN A MILE A WAY.

Dick sits straddling his motorcycle. He pulls a pair of binoculars out from his saddlebag.

He puts them up to his face and looks through.

He quickly combs the action. He sees the SWAT and regular police trying their best to hold off this army of the damned.

He sees violence and blood on every foot of the street but he doesn't see what he wants to see. He doesn't see Bane.

He pulls back the binoculars aways and sees something. A black van. The same style van used in the bank explosion.

He revs the bike and starts towards it.

He splashes down the city street neverminding the chaos and the looting going on around him.

He pulls up next to the van and leaps off his bike.

Dick is quickly assaulted. He just as quickly eliminates the threat with a swift upper cut.

Reaching into the saddle bag he grabs a flashlight and a ski mask.

He slips the mask on.

Carefully he peers into the driver side window. There's no one inside.

He looks around the ground.

Another looter decides to try and mug him, but all it take is a roundhouse kick to immobilize the attacker.

He continues his search until he notices a removed manhole cover.

DICKThe rat's taken to the sewers. How fitting.

Dick makes his way towards the open manhole.

He hears noises behind him and notice a couple of teens going after his bike.

He raising his wrist to his mouth.

DICKSHEILDS!

The motorcycle quickly encases itself in a metal shield much like the batmobile. Starting at the chasis and working towards the wheels. The wheel shields bolt it to the ground.

The teens look pissed but when they see Dick in the ski mask and the two bodies at his feet they decide to move on.

Dick Grabs the flashlight and starts down into the sewers.

He starts to lower his body down when he notices a pair of headlights coming towards him-fast.

The Batmobile races blindly towards him.

He drops just as it rushes over head.

The water splashes on impact and he comes up soaking wet.

He clicks on the flashlight and shakes his head.

DICKMan, do I hate that guy.

He starts off down the tunnel.

CUT-TO-- CITY STREET ABOVE -- SAME TIME

The Batmobile races forward.

INSIDE--

THE NEW BATMAN looks through the front display.

He flips a trigger.

EXTERIOR--

Two flaps pop off from the side of the car.

Out of those two flaps appear small multi-rocket launchers.

INTERIOR--

Batman studies his targets.

BATMAN(calmly)

Fire.

EXTERIOR--

The launchers fire the twenty or so small rockets into the air. They in turn spiral into the crowd.

They explode into cloud bursts. Concentrated tear gas.

The rioters scream but continue to fight on.

The police on the other hand put on their gas masks and toss their own tear gas grenades into the crowd.

The Batmobile continues on.

INTERIOR--

Batman sees the expanding cloud and touches a button on his gauntlet. His mouth opening closes and a filter pops open.

Batman then locks the car on autopilot .

With a push of a button the roof slides open and he ejects into the rainy night air.

He pulls himself tightly together and braces for impact.

He lands on top of a rioter, slamming him to the ground.

Batman steps off the man and turns around to see--

-- the Batmobile hurdling towards him.

He quickly raises his gauntlet.

BATMAN(calmly)

Full stop.

The car brakes hard whipping itself around.

A couple of thugs rush towards Batman.

They don't notice the car's spin til it's too late.

The tail of the car nails both of them sending them flying through the air and crashing into another group of rioters.

The car finally comes to a stop a few inches from Batman.

BATMANShields.

The car roof slides shut. then the whole car becomes encased in shielding.

Batman starts through the cloud of tear gas.

He is obscured. But his movements cause riples in the fog.

The new hero moves faster and appears stronger than the old Batman.

HE delivers kick after punch. Pulling off high risk manuevers. He dodges gun fire and knife attacks leaving a trail of unconciouse bodies behind him.

He makes his way towards the front of the precinct.

Bullock has a scarf wrapped around his mouth and nose, but almost has it ripped off by the woman he's fighting.

She's quick and agile. Outmoving him.

She slips a knife from under her sleave and brings it around to slash at Bullock.

But before it can reach it's target it get's knocked loose by a batarang.

Both Bullock and his assaillant turn towards the source.

Emerging from the smoke we get our first real glimpse of the new Batman.

He seems to look a little more viscouse.

The woman's jaw drops in fear.

Bullock uses that chance to knock her out with a quick shot to the open jaw.

She falls like a rag doll at Batman's feet.

Bullock looks up at him.

BULLOCKNice threads.

Batman starts to walk past him.

BULLOCKThanks for the save. Not that I didn't have herright where I wanted her.

Batman enters the precinct.

Bullock reaches down and kuffs the woman.

BULLOCKYou have the right to remain silent. You have theright to eat your food through a straw for the next month.

CUT TO--SEWER TUNNEL

Dick makes his way down the tunnel.

HIs flashlight catches the metal glint of a ladder.

The water ripples as he pushes through it.

He stops as something catches his eye.

A small box with two cylimders attatched to it.

Dick reaches for it and finds it strapped to the Precinct gas main.

DICKGREAT! As if this evening could get worse.

Behind him Bird slowly moves from the shadows, knife in hand.

Dick doesn't notice him, he's to busy examining the bomb.

He fiddles with a couple wires.

DICKRed wire...um blue wire.

Bird brings the knife down and--

at the the last moment is knocked back into a wall.

Dick spins around in the water knocking the knife out of birds hand.

He raises a punch towards his would be assailant.

And has it blocked in mid-air--- by Barbara.

DICKWell-- um--hi.

Barbara steps up and looks at the bomb.

BARBARAJees that's a piece of work.

DICKI'm sorry 'bout--

Barbara cuts him off throwing a hand in his face.

BARBARAHey, don't get the wrong idea. I'm still pissedat you. I just didn't want you to die before you found out who you are. Be a pity wouldn't it?

Dick is stunned.

DICK(to self)

ouch.

He tries to turn his attemtion to the bomb.

DICKSo how do we diffuse it ?

Barbara nudges him out of the way.

BARBARAWE don't. You're going up stairs to stopBane.

She looks down at the dazed Bird.

BARBARAI'm going to persuade my new friend to helpme disarm his toy.

Dick nods his head. There's no use arguing with her.

He grabs the ladder and makes his way into the Police Precinct.

Barbara watches him leave then reaches down and grabs Bird.

Barbara hauls the man to his feet.

Her face sheds all compassion.

BARBARA(coldly)

Now YOU ARE going to help me.

Bird nods his head yes.

BIRDYes, maam.

CUT TO--GORDON'S OFFICE-- SAME TIME

Back-up generators filter in a small amount of light into the main offices, but Gordon's lights are switched off.

Carter is framed in the doorway his gun drawn and ready.

Behind him hiding behind the desk is Gordon, also with gun drawn. His left hand holding the Mayor down under the desk.

CARTER (into walkie-talkie)

HARRY, I LOST YOU COME BACK. OVER

There is a loud sound like metal being twisted and broken coming from another level.

Gordon's eyes go wide as he realizes what is happening.

GORDONMy God, he destroyed the temporary cells.

CARTER (into walkie-talkie)

If there is anyone available. Immediate assitanceto detention level.

CUT-TO --DETENTION LEVEL-- SAME TIME

The prisoners rush out of there now ripped apart cells.

They over-run the remaining officers beating them vicousley.

One of the guards rushes towards the door.

He bumps into Batman blocking the door.

The guard nearly collapses in shock.

Batman pulls the guard up.

BATMANWhere's BANE?

GUARDUm... he went up towards Gordon's office.

Batman sets him down and walks coldy through the chaos.

GUARDHEY, you have to help us!

BATMAN (to self)

Of course, that's what he'd do.

He turns towards the guard.

BATMAN (to guard)

Cover your eyes.

The guard ducks down covering his eyes.

Batman toses a grenade into a now empty cell.

There is a blast of pure white light that blinds all around him.

Batman continues walking past the now blinded guards and prisoners.

The guard he helped blinks the sparks from his eyes.

BATMAN(to guard)

Now help yourself.

CUT-TO-- GORDON'S OFFICE-- A MOMENT LATER

Carter looks out of the office down the hall.

He looks back in at Gordon.

CARTERShould I call in an evac?

Gordon shakes his head and looks outside.

The cops are still battling the overflow of escaping prisoners and incoming street thugs.

GORDONTo where? I think after tonight no place will be safe.

Carter jumps out into the hall way his gun drawn and pointed down the hall.

GORDONCARTER!

Carter strains to look down the hall through the flickering lights.

GORDONCarter, get back in here. Don't leave the cover.

CARTERI thought I heard something.

He starts to turn to go back into the office.

There is a knock at the main door to the offices.

He cocks his head to look just as--

The door explodes into the detective offices.

the explosions rolls desks and shoots paper all over the room.

Carter ducks as a large piece of the door flies over his head.

He can't avoid a desk though as it rolls on top of him.

In the office, Gordon sees Carter knocked out of the way by the desk.

Over the noise and the clamour Gordon slowly stands.

GORDONMr.Mayor, stay down. I'll be right back.

Gordon rushes out of his office.

He turns and tries to find Carter.

GORDONCARTER!

He ducks down and finds desk. He sees Carter, who's knocked cold.

He tries to lift the desk but it's too heavy.

BANEI hope I didn't catch you at a bad time.

Gordon turns and raises his gun leveling at Bane's head.

BANENow, don't do anything you'll regret, old man.

GORDONThere are a lot of things I regret, killing you won't be one of them.

Bane smiles.

BANEZombie.

Zombie slides into view. He has a sniper rifle aimed at Gordon.

Gordon doesn't notice him until it's too late.

Zombie takes the shot.

The bullet hits Gordon dead center of the chest sending the older man tumbling backwards.

Gordon hits the ground clutching his chest.

Bane steps past Zombie and starts walking towards Gordon's office.

He pushes through the door frame into the commissioner's office.

The mayor huddles under the desk looking out from below.

He sees-- Bane's boots standing just a few inches away frm his face.

The desk around lifts up into the air.

He quickly dives away from it as Bane hurls it through the air and out a window.

BANEWho's in charge of the city?

The mayor stands up trying to dust himself out.

MAYORI am.

Bane grabs him and hauls him up into the air.

He pulls him to within inches of his face.

BANENot anymore.

CUT TO-- DETENTION AREA-- SAMETIME

The guard ,Batman left in charge, tries to subdue the escaping prisoners as both the guards and criminals try to clear their eyes.

One of the criminals grabs a baton and swings it wildly in the direction of a guard.

The baton is grabbed in mid-flight and the criminal is punched into a cell.

The only clear headed guard looks up towards the new visitor.

Dick smacks another criminal with the baton slamming the man down.

He is a vision of perfection as he connects punch after kick into the criminals subdueing them.

The guard is so dazed by this show of force, he doesn't notice a prisoner behind him readying to take him out.

Dick sees him though and flings the baton--

--the baton slams into the thugs head knocking the man cold.

Dick helps a blinded female guard to her feet.

He guides her over to the only clear headed guard.

DICK(to guard)

Take care of your wounded. Get them out of here now.

He hands the female guard to him.

An explosion rocks the floor.

Dick steadies himself he has a worried look in his eyes. He shakes it out of his head.

DICK(to self)

Not, Babs.(beat)BANE!

He rushes out of the room leaving the guards behind.

CUT-TO--SEWER--SAMETIME

Barbara and Bird huddle around the bomb.

Bird is thinking.

BIRDOne is the ground fuse the other is livebut I don't remember which was which.

BARBARAYou built the thing and you can't rememberhow it works?

BIRDYou think if I was smart I'd be doing this kinda work.

BARBARAGot a point.

Barbara starts to cut the red wire.

BIRDWhoa, not that one.

BARBARAI thought you couldn't remember.

BIRDI can't but red is never a good color to cut.

She turns to cut the blue.

BARBARASo it's the blue one then.

Bird grabs the knife before it cuts.

BIRDHey I didn't say that.

Babs looks very disgruntled.

BARBARAI'm starting to wonder again why I didn't knockyou out.

CUT-TO-- GORDON'S OFFICE--MOMENT LATER

Bane brings the Mayor towards the window.

Zombie watches Bane as Trog guards the door.

MAYORWhat are you going to do with me?

Bane smiles.

BANEKill you, of course. I hate competition.

Bane holds him out the window.

BANEFeel free to scream anytime.

Bane is about to drop him when the Mayor is yanked to the side and out of Bane's hand.

Bane looks out the window and sees--

Dick holding the Mayor on the ledge.

BANEThe mask doesn't fool me, little birdie.

He starts out onto the ledge and is stopped by a banging noise behind him.

He steps back inside and turns to see--

-- Batman standing over a downed Trog.

Zombie fires a couple shots but the bullets deflect off Batman's new armor.

Batman slams a kick into the gun sending it skidding into the hallway.

Zombie rushes Batman.

Batman grabs Zombies arm and uses the man's own momentum to slam him into the door frame.

Batman and Bane stare down each other.

BATMANROUND TWO.

OUT ON THE LEDGE--

Dick pulls the Mayor towards the window Dick came out of a few offices down.

MAYORI want to thank you, son. You just saved your Mayor's life.

DICKNo offense, sir. But I voted for the other guy.

MAYOROH. well--

His words are drowned out by the approaching L-train.

Robins attention goes towards the sound coming from the battle to his left. He hearsa loud ROAR and sees--

--Bane and Batman crash through the remaining window to his right.

They tumble towards the street below.

But instead of hitting pavement they slam into the top of the L-train.

Dick watches as the two rumble on top of the train.

He turns to the Mayor.

DICKGet back inside.(beat)The party just moved downtown.

The mayor turns to say something to Dick. But can only watch Dick jump from the ledge.

Dick lands on top of the train but can't find his footing and slides off the train roof.

At the last instant he grabs the side of the train and hangs on.

DICKWell this can't get worse.

CUT-TO--GORDON'S OFFICE-- SAMETIME

Zombie stumbles towards the window and looks down at the passing train.

Bane and Batman are exchanging blows.

ZOMBIEI got you now, BATMAN.

He rushes out of the room to grab his rifle.

He searches the ground where it landed but can't find it.

There is a loud CLICK and he turns slowly to see--

-- Gordon standing aiming the gun at Zombies head. The bulletproof vest he was wearing showing through.

GORDONLooking for this? Now will you be so kind as lift this desk off my friend.(beat)Oh, and be careful I'm sure you're not wearinga bullet-proof vest.

CUT-TO-- TOP OF TRAIN-- A MOMENT LATER

Batman slams a fist into Bane sending him reeling.

Bane collapses onto the top of the car.

He starts to laugh madly.

Batman stands over the big man.

BATMAN

What's so funny?

Bane pulls out a black box.

Batman recognizes it immediatly.

BANEI know something you don't know.

He hits the redial button.

CUT-TO--SEWER--SAMETIME.

A red light flicks on in front of Barbara's face.

BIRDIt's been activated.

Barbara in a rush of movement cuts the red wire.

She grabs Bird and jumps into the sewer water.

They splash down.

Nothing happens.

Barbara slowly stands and looks over at the bomb.

Bird comes up couphing up green water.

He looks over at the bomb too.

BIRDHow'd ya know.

BARBARASomething a friend taught me. When you have no choicesyou have nothing to lose.

Bird start walking away.

Barbara grabs his arm.

BARBARAWhere do you think your going?(beat)

Your under arrest.

BIRDLady, I'm not afraid of the police. I'm afraid ofwhat Magic is going to do with me when he finds out his bomb didn't go off.

CUT-TO--TOP OF TRAIN.

Dick is slowly pulling himself up onto the top of the train.

He moves slowly to where the fight is taking place at the front of the train.

CUT-TO--TOP OF TRAIN

Bane taps the button again.

BANENO!

He is truly pissed and tosses it off the train.

Bane jumps from his back to his feet.

He kicks Batman away.

Batman stumbles backwards. He ducks a light pull wizzes by his head.

Bane slams a fist into Bats stomach. He follows that up with a shot to the face.

CUT-TO--TRAIN INTERIOR.

The passengers look up at the sound of thumping at the top of the train car. A nun looks up then crosses herself.

CUT-TO-- TOP OF TRAIN--SAMETIME

Bane grabs Batman and throws him onto the first car.

He starts to follow Batman then notices Dick rushing towards him leaping from car to car.

Bane instead drops down between the first car and the second car.

He reaches down between the trains.

Sparks shoot up around his hand as he rips the central pin loose.

The cars lurch apart.

Dick catches himself from the jolt and looks on as the first car speads away.

There is screaming from the car below.

Dick forces a look down thinking of the people inside.

He looks back up to see Bane pulling his way back to the train top.

Bane smiles and waves bye to Dick.

Bane turns away towards the front of the train.

And is met with a boot to the face.

He catches himself and pulls himself up.

The two men begin to face off-again.

CUT-TO TOP OF TRAIN#2-- SAMETIME.

Dick watches the two combatants fight on the first train. He then notices something not so far ahead.

A 90 degree turn.

He crawls to the side of the car.

Reaching down he forces a door open.

The people inside are both shocked and confused as he peers in on them.

DICKEVERYONE TO THE LAST CAR NOW!!

The passengers just stare in confusion at him.

Dick grabs onto the top of the door and flips down into the car.

He lands with a THUD. He stares down the other passengers.

He starts to run towards the last car.

The others stare blankly at him and start running after him.

CUT-TO-- TOP OF TRAIN #1--SAME TIME

Bane has the upper hand again and is plugging away on Batman.

Bane knocks him over the front of the car.

The driver of the train flinches as Batman slams into the windshield.

He pulls on the brake but the brake lever wont budge.

He looks past Batman towards the track ahead.

Batman turns his head to look also.

The turn is less than two miles away.

The driver reaches down and grabs a hard hat and runs to the back of the empty car.

On the outside Batman tries to pull himself up.

A big boot smashes one of his hands.

BANEI broke you once. I'll break you again.

Batman loses his grip and now hangs with one hand.

BATMANNo not this time not ever. Today Bane, you die alone.

The train reaches the curve and breaks loose of the tracks.

As the train flies through the air, Batman lets go of the train car.

Bane can only stare as Batman pushes down falling below the train.

Batman hits the ground in a roll slamming into garbage as the train flies past him.

The car collides with the abadoned "Martz" hotel.

Brick and metal become one in a twisted sculpture of tragic art.

Batman struggles to stand. He is injured but not broken.

There is a sound above him like screeching metal.

He looks up to see the other train car.

The trains wheels lean on the tracks shooting white jot sparks into the air.

TRAIN INTERIOR--

Dick is in the last rain car trying to hold everyone back.

He looks over at the nun as the screeching grows louder.

DICKHey, sister, put a good word in for me.

She can only nod in silent prayer.

OUTSIDE--

The last train car skids on the tacks but holds making the turn.

INTERIOR--

The car starts to slow. Everyone is start to breath a few even start to laugh.

Dick can't help but to laugh also.

Soon the whole car erupts into laughter as slows to a stop.

CUT-TO--TRAIN WRECK--A FEW MOMENTS LATER

Batman crawls through the rubble searching for Bane.

He stands up to look around.

The rubble shifts at his feet andhe jumps out of the way.

A side door opens and a figure in a hard hat pulls himself out.

Batman helps the driver out.

The driver starts down the rubble Batman moves behind him.

Batman stumbles into the street and readys himself.

All the lights in the city are dim but something flicks on in the distance.

Batman looks up and sees a lighted sign in the distance.

SIGNWELCOME TO GOTHAM

Batman starts to move towards it.

SIGNYOUR MESSAGE HERE FOR DETAILS555-2323

Dick Grayson pushes the doors open and looks down towards the sign.

DICKIt can't be.

Down on the street, Batman continues to look at the sign.

His fists clench.

SIGN"BATMAN" NOW

Batman musters all of his strength and starts to run down the street towards Gotham square.

Dick jumps down off the tracks and starts after him.

CUT-TO-- GORDON'S OFFICE-- A LITTLE LATER

A few officers have Zombie and Trog locked in shackles and are leading them through the office remains.

GORDONLock those two up until we can get a truck toBlackgate.

One of the officers turns around.

OFFICERWhere ,sir? The holding cells have been destroyed.

GORDONFind a broom closet for all I care.

OFFICERAlright.

Carter holds a rag to his head.

Gordon looks up at his long time friend.

GORDONJack, when we get things up and going Iwant you to go to the hospital and get thatchecked out.

Bullock steps into the office and nods at the mayor, who is sitting on a chair in the corner.

BULLOCKWe got the situation under control now, sir.and Montoya checked in they had a small problembut everything is okay.

Gordon takes a deep breath and leans against the wall.

GORDONCasualities?

BULLOCKThree of ours dead. Simmons, Hicks, and Emmert.At least twenty injured. Still counting theirs, Commish.

Carter ducks into the hallway grabbing his walkie-talkie.

GORDONWhen the seventeenth gets here have them haulup all those we caught and have them sent to Blackgate.

Gordon looks out over the city and can barely make out a sign in the background.

Bullock notices it too.

BULLOCKHey I thought all the power was still down.

Gordon turns away from the window.

GORDONIt is.

He looks to see Carter framed in the doorway.

CARTERJim, we gotta go.

Gordon grabs his jacket.

GORDONBullock get Smitty to watch over the Mayor.Then find a couple men and head down to Gotham square.

Gordon reaches out the door and grabs the sniper rifle. He hands it to Carter.

GORDONJack, you get the shot you take it.

They head off down the hall.

CUT-TO GOTHAM SQUARE -- A FEW MINUTES LATER

Batman stands below the sign.

SIGN"BATMAN" NOW

He searches around. The sound of sirens fills the background silence.

The yellow light from the sign filter on him.

BATMANBANE, SHOW YOURSELF!!

Headlights appear behind him. He turns slightly to see the police cars pull up.

Batman turns his eyes go back up towards the sign.

In a blaze of white and yellow explosion. Bane breaks through the sign.

He flies forward as the sign explodes behind him.

Batman steps out of the way as Bane hits the ground.

Shards of glass rain down around them. Most of the glass bounce off Batman but Baneis bleading in several areas.

Carter slides out from the car and steadies the rifle.

Gordon looks on perplexed.

CARTERI got the shot.

GORDONHold a second.

He turns to Bullock.

GORDONWhat did that sign say?

BULLOCKBatman now.

GORDONThose were quote marks.

The two combatants ready for battle.

BULLOCKDidn't notice it before. What do you think itmeans?

Carter looks over.

CARTERJim?

GORDONI'm not sure, but this is his fight. Hold your fire 'til I say otherwise.

The rain starts to fall again and mixes with Banes blood sending red streaks down his skin.

Bane steps forwards, sparks still falling around him.

BANEYour not him. You may change the costumeall you want but your still not him!

Gordon steps closer.

GORDON(to Carter)

Did you get that. I couldn't hear.

The New Batman lowers his head then raises it slowly the weight of the mantle becoming heavy.

BATMANI'm not him. I'm more than he was...(beat)more deadly.

Batman raises his gauntlets and from the fingers pop three-inch claws.

BANEThat supposed to scare ME?

Batman smiles. But no normal smile..almost a menacing smile.

BATMANNo just distract you.

Batman unleashes a flying kicked to Banes head snapping it around.

Bane hits the wet concrete.

He looks up spitting blood.

BANEThis city is mine--in my pocket.

BATMANPrepare to be mugged.

Batman flies through the air claws out.

Bane catches him with his feet and tosses him away.

Batman flips and lands on his feet.

Both men attack with devastating blows.

Bane smashes a fist into Batman's face.

Batman slashes an X into Banes chest exposing skin.

Bane grabs Batman and tosses him into a building.

Batman's body crumples against the bricks.

ABOVE THE FIGHT a figure works his way along the roof-top.

Dick emerges into the light.

DICKC'mon, Az, don't let him win.

BELOW-- Bane steps over Batman. He leans over and starts to pound Batman.

Back at the squad cars, Carter aims the rifle at Bane's head.

CARTERNow?

Gordon can only stare at the carnage.

GORDON(to self)

My, God, he's killing him.

Bane continues to pound. His fists like pistons.

BANEIt ends NOW!

Bane raises his fist for the killing blow.

Batman can only lie there.

Carter has the shot.

CARTERI have the shot. I'm taking it.

Batman moves slightly leveling his chest to point his emblem at Bane.

BATMAN (softly)

lights.

A brilliant light blasts out form the emblem.

Carter pulls the trigger.

The light burst blinds Bane and sends him stumbling backwards.

The bullet from the sniper rifle just misses Bane's head and collides with wall in front of him.

Batman jumps to his feet and starts to beat and slash Bane.

Every punch is like a gunshot.

Every slash is like a razor blade.

Bane is losing ground. His body surrendering to the blows.

He collapses to the ground.

Batman stands over him.

Bane reaches into his belt and pulls out a silver syringe.

BANE(to self)

Need more--venom.

He raises the needle but a batarang knocks it out of his hand and sends it spimming downa sewer drain.

Batman looks up to see Dick standing on top of the building readying a second batarang.

Bane looks up at Batman.

BANEWhat are you standing there for *cough*--

Blood seems to be everywhere on Bane.

BANE-- kill me.

Batman reaches down , the claws pop back in his hands.

BATMANBane, I don't need to kill you.

He starts to haul Bane up into the air.

BATMANI only need to--

Batman has Bane raised all the way into the air.Mirroring what Bane did to Bruce's Batman.

BATMAN--break you.

Bullock stares forward.

BULLOCKCome on do it!

Several other of the police officers start to mumble "do it".

Carter lowers the gun.

CARTER(to self)

do it.

Gordon lowers his head.

GORDON(to Carter)

I don't care what Bane did to him. Batmanwouldn't do it , unless he's not--

Up on the top of building Dick looks down as Batman struggles with the decision.

DICK(whisper)

Come on, Paul , don't do this. Don't become him.

For a brief moment the New Batman's mind is clear. He knows what he should do.

He lets Bane go.

Bane falls onto the street. His spirit clearly torn asunder.

Batman stands over him again. His shadow cast on Bane from the headlights be hind him.

Batman picks himself up to full height.

BATMANBane, you are already broken. Now Blackgate prisoncan hold the pieces.

He turns away from the broken menace, the former King of Gotham. And walks towards Gordon.

ABOVE-- Dick lets out a comforted sigh and has to smile.

BELOW--

Gordon watches Batman approach.

GORDON(to self)

he's changed. But it's him, thank God.

Batman walks up to Gordon.

BATMANTell the Mayor, his city is safe again.

Batman continues to walk past them and escapes into the darkness.

Gordon turns around and tries to see him in the darkness.

Carter walks up to Gordon as police in the background subdue Bane.

They both look off into the empty Darkness.

CARTERThis sounds weird, Jim, but I'm not sure ifI'm happy or scared.

Gordon shakes his head and looks at his friend.

GORDONPerhaps a little of both, Detective.

CUT-TO -- ROOFTOP A LITTLE WAYS AWAY-- A FEW MINUTES LATER

Batman walks across the roof.

He stops and spins to see--

Dick leaning against a support wall.

DICKYou scared me for a second, Jean-Paul.(beat)But only for a second. In the end maybe youdo have what it takes.

Batman continues to walk past him.

DICKI don't approve of your methods though andneither would Bruce.

Batman raises his gauntlet and aims it at another building.

DICKSo I'll be watching you and if you faulter evenfor a second. I'll take you down.

Batman smiles.

BATMANYou can watch all you want kid. In the end you'llrealize--I'm BATMAN.

He fires a catch line from his gauntlet and watches it catch in the nearby building.

He ready's to jump.

DICKI hope so for all of our sakes.

Batman turns to look at him. The menace back in his eyes.

BATMANJust remember to stay out of my way.

And with that Batman leaps off the building and into the night.

Leaving behind a very wet Dick Grayson.

His eyes narrowing knowing that this wasn't over by a long shot.

CUT-TO -- GOTHAM HOSPITAL--BRUCE WAYNE'S ROOM-- A FEW NIGHTS LATER

Bruce Wayne is off the respirator. He looks out the window at the now lit town.

Alfred stands by his bed.

He puts his hand on his shoulder.

Bruce watches as if there is something he expects to see.

BRUCEDid Barbara make it off okay.

Alfred nods.

ALFREDThe plane was actually on time.

Bruce smiles

BRUCEI hope so. I own the airline.(beat)Was Dick with her.

ALFREDNo he wrote her and said he was staying behind.But I don't know where he is. No return address.And all of his stuff is no longer in the mansion.

BRUCEHe'll be fine, Alfred. I just hope one day he'llunderstand.(beat)Bane and his crew are locked up again. But I still can't shake this feeling.

ALFREDLike someone hasn't been accounted for.

BRUCE Exactly. Bane's smart but to plan all of this?It doesn't add up.

Alfred raises the shades so Bruce can get a better look.

ALFRED

Well I'm sure, Master Valley, will figure everythingout-- with our help of course.

BRUCEOf, course.

Bruce continues to stare. His eyes shifting as if he was reading the night.

ALFREDI know.

BRUCEWhat?

ALFREDYou wish you were out there.

CUT-TO--OUTSIDE HOSPITAL--SAME-TIME

Slow pan up the facade. Past stone Gargoyles and marble angels.

Past level upon level to the top of the hospital roof.

PULL UP-- standing on the ledge just below the roof is Dick Grayson decked out in a new Blue and Black costume. His eyes looking up-words.

BRUCEIn a manner of speaking --

PULL UP-- Standing on the edge of the roof is the new Batman in his new threads.

BRUCE-- I am.

The white eye visors flash red for an instant as he raises a gauntlet.

He fires the steel rope out of view.

He swings off the ledge coming into full frame.

He comes into to frame until all we can see is the new emblem fills the screen.

Black forms around it encasing it.

Then all fades black.

CREDITS

The writer would like to thank DC Comics: Dennis O'neil, Doug Moench and Chuck Dixon

He would also like to thank his wife, family and friends.

And especially the Batfans all over the globe.

this was written without consent of Warner Bros. and/or DC comics. All characters and likeness are liscensed by them.this is a work of fiction all likeness to real people alive or dead is strictly consequence.

July 25, 2000

The Fight continues In Batman:Knightsend.