FINAL DRAFT completed: June 22, 1998: Batman: Dark Knight Part I, II

OPENING: HAZY DARKNESS A figure lies on the ground.. a thick vomitous
fluid surrouns a body.  Lights can be seen, searching the room.  The
fluid, a whitish green.. known only as VENOM.  The fluid was seeping
out.. the figure's veins seem to form little lips sucking at the
VENOM, trying to inhale it... ingest it.. One of the lights pan over
to the figure.



FIGURE1: What the HELL is that?


FIGURE2: It's dead.. let's move on.



BUT it wasn't dead.. it was very much alive.  VERY much so.



FIGURE2 (O.S. VOICE): FREEZE Isley..  we have you.




INT. Arkham Asylum NIGHT: Camera trailing down the cells..  A woman in
tight leather.. a meow can be heard.. a maniacal evil laugh.  The
JOKER, heard but not seen.  a flash of red hair and a green suit.. a
silly laugh and mumbling.. "too many questions.."  Down past other
cells to the end of the block, almost normal in comparison, a man not
small.. Very built and strong looks up.. His muscles bulging but
beginning to weaken.  The veins bulging back and forth.. his eyes
slanted closed in strong concentration, hearing the blood flow..



Bane(face still unseen.. gritted teeth): The time has come..

A strong blow to the bars knocks them out and he rages down the cell
block, grabbing a guard and throwing him violently to the wall..
Hearing a sickening crack, as his neck is broken.  Two more guards
appear as Bane slams them together.  He rips open a vault wall, his
breath haggard.. dead..  He rips open the vault and pulls out what
looks like a back pack..  slipping it on and pulling the injectors to
his veins..  A relief than a PRIMAL yell..


Bane: Yeeeeeeeeeeesss.  I FEEL ALiiiiiiiiiiiVE.



The small engine in the pack restores the VENOM to his veins and
blood, his muscles growing bigger and stronger EXPANDING ever faster
until the veins seem to almost BURST under the pressure. The VENOM
indicator falls and BANE looks at it..  His arms growing as he pulls
over the mask to his eyes and looks up, his face framed FULL SCREEN:


Bane: MORE, I NEED MORE!! but for now, it's time for us Batman..  You
will PAY.



EXT: DIRT TRACK DAY: (BRUCE) WAYNE and ALFRED  away from his persona
of Batman sit and watch motocycles race along the track, jumping ramps
then kicking up dirt around.  One RIDER looks at them and does a small
salute from their helmet as a banner reveals "National Women's
Motocross"

WAYNE (off rider): Looks good doesn't she?

ALFRED looks over thoughtfully and begins to ponder an answer, and
then starts to speak.

ALFRED: Just curious, why did you let her do this?  We are family
after all.

WAYNE: Being family means more than just being in the same house and
sometimes, not always but sometimes, you have to let your family go to
keep them close.  She wasn't like us Alfred.  She...  We have our
reasons, she just..  I just have something to drive me, she didn't.

WAYNE looks out at the rider in the third position but slipping up
slowly as other cycles swarm behind.  The bikes curve along an
embankment and kick up the dirt fiercely as WAYNE begins to speak
again..

WAYNE (cont'd.) She has her passions, I have mine.  She just didn't
have that same first.. There, here, this is where that fire comes to
life.  It's her spark, doing what I do..  that's mine.  Speaking of
its getting late and we have work to do.

ALFRED Right as usual Master Bruce...


INT The Batcave: The Original design.  Cuts between bat suits hanging,
not the bluish with the emblem but the classic black with gold emblem
and the fearsome black bat..  Quick cuts to the Batmobile of old..
(Batman and Batman Returns).  Cuts to a sharp gauntlet, a gothic
sound.. Music in the background.. Gothic and slow.  Beating, drumming.

The Suit hastily being taken from a rack as others lie there.  the
gloves with the sharpened handles on the wrists, sharp and
foreboding.. The face works unseen.  As the mask is taken, the cowl
slid over the head.

A computer beeps.  A gloved hand moves out to hit the button.  The bat
symbol looms in the dark over an overcast sky. Commissioner Gordon's
voice can be heard.



Gordon into tv camera: Batman Bane is out and he wants you. He's
tearin' the hell out of the plaza, please get down here.



The voice trails as the audio is hit hastily off.  The hand moves to
the controls and the Batmobile rises out of the ground slowly.. Just a
few feet.  The Batmobile turns 108 degrees as it stops lifting and
turns toward the exit.. The dark figure jumps from the console and
into the Batmobile.. Batman the same as he was.. Dark, almost leveling
onto a level of evil.. Concentrated.

The Batmobile fires its rockets and bursts out of the cave and onto
the road.



EXT Gotham Plaza




Bane(V.O.): It's time for the Bat.



BANE reaches down and presses a button, fluid flows into his veins..
Pumping him up.. Making him stronger.. His muscles literally growing.

Angle on the Batmobile as it passes the statue into the plaza.  Bane
moves and grabs the Bat symbol.



Bane: Your time is OVER Dark Knight.



BANE heaves the symbol and throws it at the Batmobile as it stops..
denting it as the top flies open, the sparks catching Batman in the
eye, quickly covering it.

BATMAN extends his hand out and a rope fires out, to bind BANE.  BANE
flexes his muscles and the ropes break.

The men are closer together as a gloved hand strikes out to reach
BANE's stomach.. then a strong hit across his jaw.. A little blood
strays down his cheek.  BANE gleams back, his eyes glassy.  BANE hits
Batman, his armor taking most of the hit but still falling back.
BATMAN kicks at BANE's leg as he fights to gain an advantage..

BANE as he grabs at BATMAN and throws him onto the ground.  BATMAN
dazed moves, rolling out of the way..  Bane moves but misses him as he
rolls out of the way, grabbing some dust and aiming for BANE's eyes as
he moves to fire a lasso, again, around BANE.



Batman:(close up on his bloodied face) You're going back to Arkham,
don't make it harder on yourself..



Bane: Are you going to put me there?



BANE rushes BATMAN and hits him in the back, putting him in a
wrestling move called the back breaker as he pumps himself up again..
The muscles strain harder as BATMAN is brought down on one of BANE's
knees.. As he is BATMAN slashes with his gauntlet into BANE's tube and
it is ripped out.. a thick white fluid flows out.. BANE's muscles
weakening..

Camera pulls back as a sickening crack is heard.. Batman is broken..
Bane injured, two warriors fallen in combat.  Bane patches himself and
walks staggering as Batman lies broken on the cool concrete.



INT Gotham Hospital. Eyes open and close.. trying to concentrate
fuzzily, then dropping again.  opening and closing.. words are fuzzy
in the mind of BATMAN. "broken, vertebrae..  crippled..  disabled..."
last before, in a fading sound, "paralyzed".  A fear runs through him,
but then a calm as a black out approaches.

While the pain is great the eyes remain open.  The cowl remains, a
semblance of keeping his dignity and anonymity.  His neck braced..
Suspended.  BATMAN's eyes open.

GORDON, concerned enters.. Looking over the broken hero.



Gordon: Batman?  Can you hear me?  Please answer..

BATMAN passes out as these words are heard.

His eyes open again, now in the more familiar form of the Batcave.
ALFRED is leaning over him as a father would tend a sick son. ALFRED
was his father for all intents and purposes.  Closer than anyone in
this world.  He can see but can't feel his hand being held.


Alfred: Are you all right Master Bruce? The voice is hoarse as water
is brought to his lips.


Batman: China Alfred.. Must get me to China..



Alfred: But what about your duties here?  You do owe some measure of
your life to these people. This IS your life.



Batman: Of course Alfred, computer file 'Azrael' a mythic demon of
yore..



BATMAN fades quickly then recovers.



Batman: Access 73NB512Z2



These are the last words BATMAN has spoken. But no longer is he
BATMAN, he is without his cowl.  He is once again BRUCE WAYNE, a
broken man.. a Billionaire playboy.

Alfred rushes over to the computer and punches in the file and access
code.. A file comes up.  Then a link to his file.

'Azrael', catalog Dec. 1973..



Batman(V.O.): Personal Journal:  Jean-Paul Valley.  I met him when he
was a student here in Gotham.  He had a bright future in computer
engineering.  He began to change, slowly as if some switch had been
hit on.  This happened after his father was murdered.  And he became
someone different, unstable.  He became his a vigilante, known as
Azrael, defender of the religous order of St. Dumas.  Ironically he is
a biblical demon.  That is his goal, his family's destiny, their curse
on the world.   This 'System', a type of subliminal programming, leads
him into rages of unstability. He's in Gotham.. somewhere.  He can
"DO" things, unbelievable things..  But he doesn't realize his power.



ALFRED looks.. How to contact him.. then finds a small transit button.



INT CAVE: A console room like the Batcave, as advanced.. but more
sparse and pillars, like a Roman Coliseum.  A blip as a silken hand..
White fabric in a blue glove reaches out to hit a button, camera
pulling back on a mane of wild blonde hair.. A White and blue with
sliver lining, a mask, not a cowl, similar to Robin's.



Azrael: Batman..  Alive?



AZRAEL ponders then does his own inquiry, searching the news net..
Scanning the bands..



New caster(V.O.): Gotham had its own bad news today as Batman was
defeated by Bane..



The name seems to give AZRAEL pause as he listens and watches the vid
footage closer.



Reporter: Serious condition, possibly dead..  We have just received a
report that Batman has been stolen from Gotham General.

AZRAEL hits the power button and sits back easily.


Azrael: Our old debts come back to haunt us.. I do owe you something
Batman.



He only lets those words hang there as he exits the frame.. A loud
thrumming heard.. but not seen as the tempo is faster and LOUDER..
then almost deafening as a motorcycle, similar to Robin's in white and
Blue, very sleek and stylish jets out of the side, as the camera angle
shows, from the side of a building.  An entrance closes behind him...

Azrael steers his jet to the home of Batman Gotham and, Wayne Manor..




Azrael: Yes Batman, I do owe you something.



Angle above the bed, Bruce Wayne lies on the bed.. Unmoving, ALFRED
looks after him worriedly on the phone.  Bruce was.. is, correcting
himself his own son, more than Mr. Wayne was.   Bruce's dreams haunt
him..  Words drifting through his mind.. "Hey kid.. ever dance with
the devil.. "  His neck moving back and forth as his body remains
motionless.

EXT Wayne Manor: A dark FIGURE is seen scaling the side of the home,
on the second floor as he looks in, pulling something from his belt.
Working the lock on the window as the rain begins slowly.. Sheeting
then lightning, a storm finally culminating into its finale.  A
cacophony of sounds, deep reverberating as thunder bellows with music,
very deep and forbidding..



INT Wayne Manor Bruce's Bed Room:

ALFRED looks stricken and PALE on the phone.

Alfred: Please hurry Master Chen, he does not look well.. (pause)..
Yes I realize you are in China, Please.. He's dying before my very
eyes.  (pause).. Yes, I understand..

ALFRED rests the phone as a LOUD thunderclap hits, a small clink can
be heard as electricity flicks off for just a few seconds, but as it
does a DARK caped figure enters the room, his cape drawn and billowing
in the wind and a streak of lightning highlights the blue and white..


REACTION: Alfred shirks back in a defensive posture, guarding his
family, his son. The gesture seems futile as ALFRED is definitely in
no position to stop the encroaching figure.



Azrael: I am here for the BAT..



ALFRED looks up slowly..



Alfred: Are you the Azrael I was told to expect..?



Azrael: No, you may call me Mr. Valley..



The electricity is back on and Azrael moves over to the bed and kneels
down.. looking concerned.


Azrael: How is he?



ALFRED looks at him in a way of dismay in what do you care?  AZRAEL
does not take kindly to this and grabs Alfred by his collar.



Azrael: How is he damn you?  He is my father.. in my heart. My
friend..



AZRAEL's voice stammers as he holds his head a moment, looking up hair
disheveled but his face desperate to know the answer..



Alfred: He can't walk.. He's paralyzed, he'll never be Batman again.



WAYNE leans up and eyes them carefully..



WAYNE (trying to lighten the mood): This isn't my will.. I will be
back, this is just a fill-in.



Azrael:(smiles..) Good I couldn't take being a goodie two shoes all
the time..

AZRAEL walks over to the bed and kneels down next to WAYNE.  Looking
over him carefully and squeezing his hand in his own....  Then stands
to exit the room.


Alfred:(CU of him whispering to AZRAEL): Master Chen from China is
coming, he should be here within 24 hours..  And hopefully we will see
some improvement, they do call him the 'miracle worker' you know.



AZRAEL is disinterested as he moves into the silver room and moves the
silver shelf aside.  Alfred looks over him curiously can he trust this
man??


INT BATCAVE: AZRAEL sits at a drafting table, his fingers sketching..
His hands busy, but his eyes glazed.  His hand moving across the page,
drawing a new design of cape.. CLAWS being drawn, with blades.  Razor
sharp metal on the legs, metal.. stronger than the OLD suit.. The ears
being snubbed, shortened... curled in.  A strong "V" with curled ends
against the head.  metallic golden shoulder plates, and utility belts
around the waist and upper left leg.  The arms and chest more rippled,
more MENACING..



AZRAEL: Soon very soon...


EXT Outside Wayne Manor: The sun rises as we CUT:

INT Gotham International: Alfred stands beside a limo as he waits,



C.U. Chen: a small man.. just around the mid 5 ft. range exits, his
hair gray, with a small beard and mustache.  Master Chen must be
around 70 or so.

Shot: Alfred and Chen: Alfred looks up, eying him carefully this must
be Master Chen.



Alfred: Master Chen?



Chen: Yes.. I am Chen.  You are Bruce Wayne's servant?



ALFRED looks miffed and even a little hurt at that remark but only
replies.



Alfred: Yes, I am Alfred.



Chen: Very well, let us get to him now.. Time is of importance.



INT BATCAVE: CU Azrael:



CU Azrael's face: An almost evil smile..  Then a small laugh..



Azrael: Wait until night fall.. then the BAT will have his revenge..



EXT. DESERTED COUNTRY HOUSE: WAYNE being flown to a private place in
the country outside of Gotham, Alfred is not here.. Requested by Chen,
ordered actually, not to be here..



INT BEDROOM:



Chen: Your body is weak WAYNE..



CHEN is yelling, quietly still in a way with a dignity..



Chen: You will have your first test..



CHEN moves over to the bed and rolls him over.



CU on Chen's hand: A Needle appears as it slides into WAYNE's flesh,
who doesn't notice any sensation.  Then a second and a third.. in the
end, 17 needles sticking in various parts of his back.



Chen: Do you feel this?



Bruce: No.



CHEN hastily removes the needles and pushes Wayne from the bed.. Chen
begins to exit as Bruce is seen struggling for the bed..  Chen sticks
his head back in.



Chen: Use your arms and get in bed..  and remember. 5 AM comes
quickly, make all due haste.



CHEN exits as WAYNE struggles to get onto the bed.



Cut to Gotham Plaza: Statue CU: A cloaked figure looms above the
statue, looking down on the city, his cape blows in the wind.  Light
illuminates a spot light.. People in the square look up, several
children with parents.. Hushed whispers RUSH through a quickly
assembling crowd.  Buzz words, thrown back and forth.. 'BATMAN is
BACK..'  'He's back for revenge...'  The black suit looms over the
plaza, his original suit.. and then CHEERS volt through the assembled
masses as the figure stands stock still, his cape not black.. but
bluish, a regal blue.. his suit BLACK as night itself, the cowl pulled
down, more sinister.. Azrael looks down at the crowd.



CU: Assembled Throngs..



CHANT Crowd: 'BATMAN', 'BATMAN'..



Louder and louder as the crowd begins to cheer, Gotham's protector has
returned.



Cut To: Home of Commissioner James Gordon CU Gordon Sleeping: The
Phone rings once, Gordon stirs a little.. Then puts it back.. The
second time he sits up and waits, the third ring Gordon leans over and
grabs the phone..



Gordon: Gordon here..

The voice on the other end says something indecipherable.. Gordon
looks SHOCKED..


Gordon: No, that's not possible.. Batman can't walk..



Pan Camera: Gordon jumps out of the bed next to his wife, and runs to
the window throwing back the curtain..  Gordon looks as he pushes open
his windows, they open out..  Gordon grabs the binoculars.  Looking
through then as the camera follows in a binocular vision, the wind
still bellowing at the cape..



CU Gordon:



Gordon: GOOD GOD.

smiling a little to himself..


Gordon: I'll be damned..



CU on Azrael's back:



Azrael: I sense evil..



Camera shows the back of Azrael as he jumps down, his cape drifts up
as the wind catches it.. Gracefully landing at the base, as his cape
billows in 'Spawn' fashion then a crouch as he comes down then back
up..  Azrael's head beginning to throb.. Sensing something.. EVIL..
its close to you..



Azrael: I feel something close..



Cut To: Alley A woman possibly no older than her mid-20's is running,
it is dark with dank water being illuminated by overcast street
lights.




Assailant: Come on over here ya little bitch..



The camera rushes at her from behind, you can see her clothes are
tattered, her shirt almost off her shoulders, her purse ripped but
still clutched over her arm, the strap wearing thin.

CU: Azrael's face from the side pulling back to show his body and suit
half lit in the light as he has moved to the top of a building..
running, jumping to each successive building as his cape billows
behind.

Camera: from the bottom of the alley to the top of the building as
Azrael looks down.  His mind is WRACKED all of a sudden with such PAIN
as a scream hits the air.


Azrael: Why this pain...  It HURTS..



AZRAEL stumbles to one knee.. then back up and he jumps down the
building in front of

Angle: ASSAILANT looks surprised for a moment..  Then up at him..



Assailant: What the HELL are you.. some kinda freak?



Azrael: I am JUSTICE



AZRAEL GRABS ASSAILANT by the neck and holds him there... Choking
him.. The WOMAN looks down, fallen against the wall, her breath
ragged.  She looks horrified, almost on the verge of screaming..

Gurgles as gasps come out as Azrael squeezes HARDER.. The pounding,
the PAIN receding in his mind..  His breathing coming in DEEPLY.  then
steadying as his mind begins to think and analyze.. Quickly grabbing
him, and throwing his body back HARD against a brick wall..

ASSAILANT only gurgles and sputters, then enters the real darkness.  A
deep SLEEP.. Azrael works QUICKLY and pulls a cuff, one of BATMAN's
from his belt and and binds his hands, then hits the button to send a
SPIKE through a brick wall to hold him.

WOMAN looks at Azrael in confusion.  Saying nothing, her savior.. She
moves closer, to see if he is real.. But then

AZRAEL throws down a smoke pellet and then in the next moment VANISHES
without a trace.. WOMAN looks confused, but thankful as Azrael looks
down on her then runs from the frame..  His mind clear, nothing wrong
yet again..



EXT CHINA Master Chen:



Chen: You MUST have will to live..



CHEN moves and pulls WAYNE from his chair. WAYNE does not want to fall
and locks his fingers on an iron bar over his head. Pulling himself to
his legs, his non-working legs and holding himself suspended.



Chen: First MUST strenghten up your arms.



WAYNE grasps the bar and pulls himself up slowly.. pressing his bare
chest, his breath coming out in gasps as he presses his chest against
the bar..   Master Chen watches..



Chen: Now you are ready..



CHEN walks behind and links a 10 pound weight to each ankle..



Chen: Now pull.. 100.



BRUCE moves up and down..  10.. as he counts.. then becomes 20 as he
struggles.. 30..  the sun begins to set.  40..  50.. 75..  The sun is
now a crimson and gold, setting over the small place so far in the
woods.. 90...  The light from the sun has been replaced by lamps, as
Wayne finishes 100.  Then lowers himself as Chen straightens his
legs..

CHEN only looks up.



Chen: Tomorrow we begin.



A servant moves and quickly takes Wayne to a small room.. Only a
phone, no other distractions..  The servant an oriental looks him over
and begins to quickly place needles into Wayne's legs.. then lights
incense on each one..



Servant: Each of these is a point of pressure.. this will help..



WAYNE can barely speak..  As the servant begins to walk out..



Wayne: Thank you.

The servant does not acknowledge his words, but closes the door. Wayne
touches the phone, one button to dial Wayne Manor.


INT: Wayne Manor



Alfred picks up the phone.



Alfred: Yes, Wayne Manor may I ask who is calling?



Bruce(crosscut): Alfred its me.. Bruce..



Alfred: ahh yes Master Bruce. so good to hear from you..  I was
wondering how you were doing.



Bruce: Well it was a tough first day, but I know it will be ok..  is
Jean there?



Alfred: looks concerned a moment as his brow furrows..

No sir, he is OUT.. Is there something you would like to tell him?



Wayne: Actually no, there is something I want to warn you of. Watch
out for him.  He is a good kid.. But a long time ago..



Story: related in flashbacks.  Black and White.  Seeing Jean-Paul
Valley as a younger man.  About 17.  Narration of Wayne continues.



Wayne: Jean is from a....   let's say unique family..



Flashback: Show Jean as he falls to his KNEES from pain..  Literally
as he first gets his inheritance of 'The System'.



Wayne: Its called 'The System' he somehow.. can detect EVIL, and it
HURTS him.. Unless he can purge it.. 10 years ago I found him and he
went into hiding, away from people.. But being near it again, it might
make him unstable.  Just watch after him.. He is a good kid, just..
Cursed.



FLASHBACK END:



Cross cut: Wayne/Alfred:

Alfred looks pale at this revelation..



Alfred: This is HORRIBLE Master Bruce, how.. why?




Wayne: Don't take it wrong.. It isn't by choice.. It's his heritage,
his family.. 'Azrael' is a mythical demon of destruction. But they
take it as justice, as a protector of St. Dumas, a religous order, an
assassain. 'The System' tells him to do something.. If he doesn't.. He
will die.  He can't help himself.. Just watch him Alfred.. Please..
The pleading in Wayne's voice unsettles Alfred as he is almost afraid
for him..



Alfred: I will Master Bruce.. Now get onto bed..  It is late..



The phone disconnects and Alfred replaces it into the cradle.  Alfred
looks down and frowns then thinks better of it.



EXT: Gotham Tower AZRAEL falling AGAIN to his knees as he HOLDS his
head.. BURSTING.. Holding his head..  A trail of BLOOD, slowly
trickles down his nose and hits the concrete surface of the building
staining it deeply..  His eyes snapped SHUT..  Holding.



Azrael: I must get BACK..HOME.



Azrael lances his arm out, like The BATMAN Animated and fires a spiral
as he flies over and down a building and falls into a dark alley,
holding his head and revving his motorcycle as he REVs it LOUDLY
towards WAYNE MANOR, and AWAY from this HURT..



INT BATCAVE: ALFRED looks in and then looks for Azrael, no where to be
seen..  Alfred shrugs it off..



Alfred: This old body must be hearing things..



Camera Angle: BATCAVE CORNER

AZRAEL curled up in the corner.. MAKE it STOP.. His mind is crying..
PLEASE make it stop..   His mind then gets a FLASH.. A familiar
figure.. Then another.. A RIPPING, massive arms.. MUSCLES..  Then
another FLASH in CRIMSON blood.. His mind moves to the blood he
spilled.. Then FLASH, a bank.. Gotham Savings..   Azrael sits a moment
and then a smile creeps over his face, a snarl..


Azrael: BANE..



INT GOTHAM SAVINGS & LOAN: BANE is seen RIPPING the vault open.  His
muscles bulging as the mechanics pump the VENOM into his veins..
pumping HARDER.. Pushing his veins into RED and BLUE as they stand out
on his skin..  Then he seems to GROW.. Pulling as he pulls out LARGE
flats of GOLD ingets. His fingers gliding over a computer pad that
seems ridiculously small in perspective.



BANE: Ahhhh, sooo PRETTY..  Sooo soo Pretty.



His dreamy state is broken as a ROAR, like a cross between a F-19 and
a LION rips and tears into the air..



CU: Azrael's Cycle Console:  A finger hits a button as two portholes
OPEN revealing RED FIRE BOMBS.

Angle: front of the cycle as the Cycle intones.



Cycle: TARGET Acquisition POSITIVE..



ANGLE: Rockets FIRING from the front as they EXPLODE out the front of
the GOTHAM SAVING and LOAN's Windows..



INT: GOTHAM BANK



BANE: HUH?



Too LATE as the windows EXPLODE OUT and BANE is thrown onto the
ground.. A LARGE FIRE erupts open as the Cycle JUMPS up through the
Window and then SLIDES to a HALT.  Azrael pulls out the Kickstand and
dismounts.



LONG ANGLE: Showing BANE standing up as AZRAEL looks down him.



BANE: I BROKE YOU.. This can't BE.. You are DEAD..



BANE rushes AZRAEL as he sidesteps and trips him up..  BANE looks up
with MURDER in his eyes.   BANE grabs AZRAEL and THROWS him out the
window and onto the street as he runs, AZRAEL rolls aside then stands.
AZRAEL puts his hands up in defense as BANE rushes..  A SWIFT hit not
with his fist but his blades on his arm as part of BANE's skin is
sliced OPEN...



BANE rushes again and Azrael vaults over him as his cape swirls around
him.  AZRAEL looks at him.



AZREAL: Out of BREATH FAT boy?



BANE looks as if he were the embodiement of PURE evil as he feels his
body being PUMPED again..  And again.. AZRAEL looks up as he grows,
muscles bulging as veins pump the VENOM as the muscles grow larger,
straining as the skin seams begin to slowly split and small drips of
VENOM flowing down his arms..



BANE: This Time.. you WILL NOT walk away..



BANE rushes again as AZRAEL spins and kicks BANE in the stomach,
GRABBING the tubes from BANE's body.. He SMASHES it in his hands.. and
steps on it..

CU BANE: Looks scared a moment, his muscles deflate a little as he
fights again.. Grabbing a parking meter and rushing AZRAEL and hitting
him in the side.. Knocking him back..



BANE runs from AZRAEL and dashes onto a building moving nimbly,
despite his girth, up a ladder and jumping onto a catwalk on the
adjoining building..  AZRAEL fires a piton and follows up, gliding as
BANE waits..  WATCHING him... He begins to speak..


BANE: WHO ARE YOU?  You are NOT the BAT.

AZRAEL: I am, but I am not.. I am DEATH, and I have come for you.


The duo fight at each other, fists striking as blows land.. AZRAEL is
taken aback.  Then a kick landed against BANE.  Then in retaliation
BANE grabs AZRAEL and throws him against the wall..  Then a final
grasping against his THROAT as AZRAEL's body is tossed into the plaza
and into a water fountain as BANE looks down at him..


BANE: Nice try BAT-man.. But you'll have to do better..

An evil laugh punctuates the plaza as the villian climbs up and
escapes into the night, leaving The Dark Knight wet and bleeding.. His
body not broken but alive.


AZRAEL: Rest assured Bane, I will see you again.. and THIS I will be
prepared.

AZRAEL stands up as the plaza aghast, Batman defeated?  Murmurs go
through the crowd as A new reporter begins to report on everything
that has happened, concluding with Azrael's escape into the night,
battered and bloody, on his cycle.

EXT DAY: WAYNE hangs from his legs.. UPSIDE down.. Like a BAT.  Doing
a variant sit-up.. Pulling himself up only using his back ARMS..
Pulling on small wood poles WORKING his ARMS up and DOWN..



CHEN: How are you doing?

WAYNE: I fell STRONG..  My legs still don't feel anything.

CHEN: You Will..  After this SWIMMING..



WAYNE continues to work out. up and down.. slowly, then at an ever
quickening pace..



CHEN: YAN, YAN...  Take Mr. Wayne to the pool.



YAN the servant unmanacles WAYNE's legs and carries him to the pool..
WAYNE swims down to one length of the pool.. then another..  Then
BACK.. harder.. Moving his body fast, only his arms.



YAN: He does not seem to be responding to the treatment..


CHEN: No. But there is one last chance.. If this does not help, I do
not know what will. Get him from the pool and lie him on the table. We
have almost reached the zenith of my ability.  I hope that this will
succeed.



YAN walks away and is seen pulling WAYNE out of the pool in the
BACKGROUND as CHEN looks sadly in the foreground.  Whipering to
himself..



CHEN: This has to work.



CHEN walks into the background and we FADE..



CU TV SET GOTHAM:



REPORTER: BATMAN was seen last night FLEEING the scene after this
GRIZZLY fight was captured on film.  BANE escaped last night in a show
down with the Dark Knight which may have left him mortally wounded..
Now the Dark Knight seems to have many lives, but has he finally lived
his last?



INT BATCAVE: JEAN-PAUL VALLEY looks up at the screen and mutters under
his breath..


VALLEY: Don't count on it sister..  Don't count on it.



VALLEY strips off his shirt and reveals the crimson soaked bandage,
removing it and then grabs a needle threading the gash in his side..
Sewing it closed, then grabbing a metal paperweight, lighting it with
his lighter.. VALLEY smoked, but AZRAEL never would.  LIGHTING the
paperweight making it hot as it SEARS the hole, flaying the skin
together... then lying there as it blisters..  wrapping a bandage
around it..  And taping it around him.



AZRAEL lies back in the chair letting his eyes slit.  ALMOST asleep,
the voices are quiet here.  so quiet.  Then his senses burn to life
pulling a shirt over his bandage and agonizingly pulls on a suit and
then dons the cowl..



EXT WAYNE MANOR(NIGHT): The SOUND of AZRAEL's cycle runs out into the
darknes..  Into the dark for JUSTICE.



EXT CABIN(SAME TIME): WAYNE lies on a table..  slowly CHEN moves
behind him and touches the base of his back.  CHEN rubs HARD.. pushing
slowly.. massaging.  then as WAYNE closes his eyes trying HARD to feel
himself.  THEN an almost DEAFENING crack on his back.. WAYNE wants to
scream through gritted teeth.. He feels nothing but still wants to
grit his teeth.. then a twitch.. A slow lazy muscle twitches on
WAYNE's left leg..  Then one on the right..  CHEN quickly places small
needles in WAYNE's legs... his muscles, not feeling but still a little
tingling.. SENSATION.  WAYNE is almost in an ORGASMIC sense of relief.
The first time in WEEKS he has felt something.. ANYTHING below his
waist.. CHEN twirls the needles lighting the incense, and the HEAT
flowing into his MUSCLES.. they begin to SPASM..  slowly but surely..



EXT GOTHAM ALLEY: Two FIGURES, one, GOON1, and the other SHADOWY
FIGURE known as SHADOW talk in low voices.  There is a hesitant talk
between the two.


GOON1: What the HELL do they want?



SHADOW: A body in GOTHAM harbor, its in the trunk of this car.  There
is a gun in the glove compartment, take care of it.



SHADOW pulls back his trenchcoat, a very classy suit, pulls out a WAD
of $100 bills and places them in his hand.


SHADOW: Make sure the body is found, and no traces..



GOON1: No problem.



SHADOW begins to move away.. AZRAEL feels something in his MIND.. A
CHILD..  A POOR CHILD.. "HELP DADDY..  PLLLlleeze HELP me.."

AZRAEL: I'm DYING..



AZRAEL finishes the thought and looks DOWN, seeing.. SHADOW and GOON1.
AZRAEL jumps down, his cape GONE..  The cape lying on the cycle.  The
figure of what would look like BATMAN but now it doesn't.  An unknown
figure, the cowl isn't the same anymore either.. A SILVER eye cover,
similar to Robin's in 'BATMAN & ROBIN'



GOON1 pulls his gun and aims it at AZRAEL..


GOON1: WHAT THE HELL ARE YOU?


SHADOW: JUST KILL THE SON of A BITCH...



GOON1 fires..  The bullets penetrate through the armor, hitting it..
But chinking against the metal, rubber. The holes appearing as AZRAEL
falls back..


SHADOW: Get rid of his ASS too.. Can't afford to have every single
damn cop in this city on us..  Even the ones who HATED him.


GOON1: He wasn't part of the deal.. Not the deal I made..


SHADOW: LISTEN to me you stupid SON of a BITCH.. I didn't come this
far to have some MORON in TIGHTS mess it up.. NOW YOU DO IT..



SHADOW pushes GOON1 back against the wall..  But when then turn to
look.  AZRAEL is GONE.. Vanished without a trace..


GOON1: WHAT the HELL?



AZRAEL is hanging on one of the BATCUFFS as it is plunged into the
mortar building, looking down at GOON1 and SHADOW.  AZRAEL plants his
feet firmly into the side of the buidling and pushes himself jumping
onto the grabage bin.


SHADOW: KILL HIM!!



GOON1 brings his gun up as AZRAEL kicks the gun away and then brings
the boot onto his face.. Knocking him back, his nose bleeding
PROFUSELY, it must be broken..  GOON1 looks up at AZRAEL..  Ignoring
GOON1 he runs and holds SHADOW up by his collar..  AZRAEL is gasping a
sense growing.. sated a moment then growing MORE intense.



AZRAEL: The boy..  Where is the boy..



AZRAEL feels the boy close to suffocation..



SHADOW: Go to HELL FREAK..


AZRAEL: I'll SEE YOU THERE..



In a moment of PURE insanity AZRAEL plunges his glove, his manacle,
into the stomach of SHADOW the blades on his arm rip into his stomach
and BLOOD gushes out, leaving him cold.. WHITE..



SHADOW: See you in HELL BATMAN.

AZRAEL brings his heel down on SHADOW's hand..  and STOMPING, grinding
his heel on the back of SHADOW's hand.



AZRAEL: The name is AZRAEL..



SHADOW falls over dead.. QUIET.. eyes glazed up as AZRAEL contintues
breathing HARDER..  in and out.. his mind flashing, the screaming more
desperate.  "HEEELP.."  AZREAL turns on GOON1 and presses his back
against the wall..


AZRAEL: WHERE IS THE BOY?? Tell me.. or face the consequences.



GOON1 looks scared.. FRIGHTENED, his color fading..  he shivers.
Stuttering a little letting out the words slowly.



GOON1: Corner GOTHAM & 6th.. Front of the deli in the alley.



AZREAEL pushes then drops him to his feet.  GOON1 looks around and
heaves a sigh of relief, not seeing two hands behind him. Blood
DRENCHED manicles slides against GOON1's neck and then choke as they
are THRUST into his jugular vein in his neck, he BLEEDS slowly..  and
then AZRAEL brings his fist against GOON1's Adam's Apple, making it
impossible for him to speak.



AZRAEL leaves as GOON1 crawls slowly for help, but never reaching
beyond the end of the alley, trailing thick and coagulating plasma
behind.  He then, at the end of the alley falls over DEAD..

EXT CU CAR TRUNK: The sharpened steel, now blood stained blades slice
into the metal breaking the lock and ripping it open. The trunk is
pulled open and reveals a small body curled up in the fetal position,
he isn't breathing.  AZRAEL grabs the BOY and rests him on the ground,
pressing on his chest ferverishly.. Pushing, breathing into his lungs.
AZRAEL looks in HORROR.. OH GOD.. NO..



AZRAEL: NOooooooo.. GOD NO.. PLEASE..



AZRAEL beats his first into the ground.. Pressing his head against
it.. sparks FLY as the metal claws grate against the asphalt..



AZRAEL: PLEASE GOD NOooooooooooo.. NOT THE BOY..



A primal scream of agony and terror.. Defenseless..  Muttering to
himself..



AZRAEL: defenseless.. couldn't hurt a fly..



His mind flying out..  His mind BLARING AT HIM: "FLASHING.. BRIGHT..
HARD. dark.. NAMES.. GOT TO FIND THE NAMES."



AZRAEL presses a button on his remote and the BLARING of his cycle is
heard..  it drives up next to AZRAEL, like the BATMOBILE, in the
original film.  The bike STOPS short, SKIDDING.. PURRING..  Idling as
AZRAEL jumps on the bike and hits the BOOSTER throttling through the
streets.



EXT ALLEY: FOCUS: Couple walking down the screet.  Down the street is
a familiar sedan, the trunk ripped open.  The male, NEIL, and the
female AMANDA.  The two are obviously a couple, having been together
for many years.. The man walks rather hunched, as is he has been
beaten down for most of those years.



AMANDA looks into the street and sees the young boy lying on his
back.. His face white and colorless.  Her hands go to her face in a
sadness, almost grandmotherly look, something awakened after many
years..



AMANDA: OH MY GOD...



NEIL looks over not really affected, like nothing does anymore.. He
looks over then back.



NEIL: Let it lone 'Manda.. Not our affair..



NEIL grabs AMANDA's arm and tries to pull her own.. in a 'it's NONE of
our business' gesture.. AMANDA pulls away and runs to the BOY's side..
NEIL looks at her hurt in a way..



NEIL: 'Manda come on..  Let's get out of here these streets aren't
safe..



AMANDA remains motionless over the BOY  Trying her best to tend him,
as if he were sick.



AMANDA: come on little boy wake up..

AMANDA looks furrowed then shakes him a little..  Then runs her
fingers through his hair softly.   NEIL finally breaks down and rushes
over to his wife and kneels down protectively, watching the boy.



NEIL: We should get him to a hospital.  And we shouldn't be out here.



NEIL walks out into the street and waves down a car.  The first rushes
by soaking NEIL, then the second slows down as NEIL jabbers as AMANDA
picks the small boy up in her arms..  The couple and BOY get in and
drive into the night.



EXT GOTHAM PLAZA: Rain is pounding down all around, a figure is on the
ground curled up as lightning and thunder BOOM.  AZRAEL hunched up in
a corner his arms draped over his head in a '50's bomb drill' type of
covering..  But not covering more like cowering. As if the world had
come down on his shoulders..  His eyes dark, haunted and sallow..
Mumbling to himself as his mind is slowly self destructing, losing
itself.  Unraveling, his body, his mind.  All of it coming undone, his
programming beginning to break down all his deep held beliefs.  there
is no longer a Jean-Paul Valley, in his mind there is only AZRAEL, the
boy.. WHY COULDN'T YOU SAVE THE BOY AZRAEL?  WHY?  WHY COULDN'T YOU??



AZRAEL stands up, his cape now attached again and billowing as he
stands.. He is no longer a man, he is AZRAEL.  The SYSTEM has taken
hold of him.. His madness that slowly grew then BLOSSOMED into his
change, no longer was he a man with a mission.. a FORCE.. Jean-Paul
Valley was dead.. He was the SYSTEM.  Mad in himself but no longer a
feeling creature there was only his mission.



A scream in his mind.. No AZRAEL's mind.. A plea for help.  There were
the helpless and the helper.  AZRAEL speaks..



AZRAEL: COME.



The bike SPEEDS to his side and stops, its kickstand falling down and
bracing it..  AZRAEL jumps on it.. Forcing it to a wheelie and then
hitting the switch as blue flame kicks out the back and propels it at
an almost unbelievable speed.  The bike's sound is almost a SONIC
BOOM.

Batman: Dark Knight (Cont'd.) Part I, II


EXT ALLEY An ELDERLY WOMAN is fighting off two young men..  Trying to
run, to rush.  But her age preventing it as she hobbles away.  The
younger men toy with her pulling at her purse and arm full of gifts..



ELDERLY WOMAN:

LEAVE ME ALONE YOU LITTLE HOODLUMS...



The two men, HOODULM1 and HOODLUM2 yell at her and scream.. Toying
with her.  Chanting in UNISON



HOODLUMS:

GEEZER, GEEZER...



They laugh at their dumb joke then continue tracking her down, preying
on her like an animal.  ELDERLY WOMAN looks back as she is backed up
against the wall of the alley.. A look of a trapped animal, a deer in
the head lights.  She SCREAMS again louder..  and then falls down in a
sitting position covering herself.



ELDERLY WOMAN:

Please stop.. PLEASE..



Her voice is cracked and she curls up against the garbage bin and
cowers holding herself..  HOODLUM take the presents from her.



ELDERLY WOMAN:

THOSE ARE FOR MY GRANDSON, HAVE you no..



Her voice begins to crack..



ELDERLY  WOMAN:

respect..  He's ONLY 4...



She cowers down as the men begin to take everything.. Pulling a SHARP
knife and cutting the strap on her purse.. She cowers as they take
what they want.  Screaming and chanting, toying with her.. Chanting



DUO:

'HEY, HEY GRANNY'..



They chuckle at their own sick joke and slowly begin to walk back
knife drawn in a 'Don't FUCK with us' gesture.. Unknowing a dark
shadow that begins to eclipse them.  As it looms larger, the cape
being drawn up as wings of a BAT.. Then settling.. it isn't a bat.  it
is AZRAEL.



HOODLUM1 and 2 walk back as they bump into AZRAEL.  BOTH turn at the
same time and step back..



HOODLUM1:

What the f...



HOODLUM2:

Who's the pretty boy in the blue tights??



Both men cackle a little more..  AZRAEL says nothin but walks forward
closing distance as they walk back.  Moving back to the old lady who
has a brick in her hand..  She stands up behind them and takes a swing
hitting HOODLUM1 on the back of the neck.. He grabs his neck and turns
on her, but AZRAEL is quicker and grabs then both pushing their heads
back together..  Then again HARDER..  Hearing a sickening CRACK on the
left side, then grabbing the right and twisting his head breaking his
neck and then running up, jumping on the garbage bin.

ELDERLY WOMAN has cowered back in the corner afraid of the stranger as
he is lifted from the garbage bin, FLYING AWAY.. Into the night..  She
composes herself a little and picks her things up, stumbling to the
street again.  Looking up into the sky wanting to find what it was
that had been in the alley but no luck.

AZRAEL is pulled up by the thin wire in his hand holding it.  The
woman hadn't seen it and was convinced he was flying..



EXT ALLEY ENTRACE: Onto Breckard St.  ELDERLY WOMAN falls down and
picks herself up again as people pass by..



EXT STORE FRONT: News reporters and vans SWARM around ELDERLY WOMAN
and everyone gapes at the spectacle.  The cameras are being pushed
into her face..  Microphones being jammed against her, to hear what
she has to say blinding lights on her.



REPORTER1:

What happened to you Ma'am..



ELDERLY WOMAN:

I was on my way to my grandson's birthday.. then I was mugged, but..
some one.. thing saved me.  Just a shadow, then he jumped and just
flew away..  That's all I know.  I don't know anymore really..



ELDERLY WOMAN tries to push her way politely out as another reporter,
a somber faced man does his wrap up..



REPORTER2:

Batman broken, and perhaps dead.. His body stolen from the hospital,
then this.. two grizzly murders in a blind alley with what sounds like
vigilante tactics.  A brutal murder, it is connected to the murder of
the City Comptroller and a known figure of organized crime?  We'll
report more details as they become available.  This is Phillip Volk
signing off for GNN, Gotham News Network.  Back to our News room.



INT NEWS STUDIO: Two reporters in frame, a third sitting in unseen
right now.  Their names AMBER, GENE, and TRAVIS.



AMBER:

Other late breaking news is the finding out the Mayor's son Justin. 
He is presently at Gotham General in stable condition.  He was found
with several exotic cocktails of drugs.. When he first arrived he was
in the ICU, but the drugs only made him appear dead, as the couple who
found him believed.  This is comments from these two Gotham-ites.



SMALL WINDOW ON THE RIGHT HAND SIDE of AMANDA:

EXT HOSPITAL:



AMANDA:

We just found this poor boy on the street.. We picked him up and
brought him here, what else could we do?



NEIL stands behind AMANDA quietly..

The window disappears as AMBER looks back up into the camera.  Doing
the old reporter stare.



AMBER:

Pull on through Justin, we'll be back after this commerical break with
GENE for sports and TRAVIS for weather.



EXT CABIN



The sun begins to rise as CHEN looks down on a sleeping figure.  This
morning would be the final real test..



CHEN:

Will you be so good as to join me outside?



CHEN exits the room as WAYNE swings his legs over the sides.. 
Grabbing a walker..  Pulling himself up weakly and strongly resting
his arms on the handles.  Then pulling his torso up, his legs still
pretty much dead barely supporting his weight.. walking out.  More
like pulling himself out..



MONTAGE: Several scenes show WAYNE working strengthening his legs.. 
slowly pumping his legs with eights.. from 1-10.. then 100..  at first
using his hands to push down on his knees, pressing out.. pushing..
Showing fades as his legs get stronger.. then stronger..  His brow
furrowing.  Then working all the harder.



INT NEWSROOM GNN:



AMBER:

.. and to wrap up this evening's newscast yet another massacre in
Gotham's alleys.   This brings the death count to 93 in the last 6
weeks.  Who is this new vigilante?  What does he want?  To this we go
to the press conference held today in front of City Hall.



CUT TO: CITY HALL taped press conf.



JAMES GORDON and head Detective BULLOCK, GORDON speaks into the
microphone with BULLOCK behind him standing silently. GORDON(PAT
HINGLE) and BULLOCK a rather portly gentleman who seems on the
perpetual edge of wiping sweat from his brow.  A cigarette always
close at hand and a permanent scowl and bad attitude in general,
mostly to BATMAN and other vigilantes.



GORDON:

We don't know what to think of this latest massacre.  We believe all
of these attacks are related, we have no motive or suspect at this
time.  We are investigating the kidnapping of the Mayor's son and
believe the kidnappers may have ran across this vigilante, all of the
killings seem to be crime related.  In that all of the persons killed
so far were involved in some crime.  Many have speculated that this
may in fact be BATMAN, but as we all know BATMAN at last sighting was
bed-ridden and crippled.  All of the doctors seriously doubt that he
could have recovered in this amount of time.  It was only 8 weeks
after his accident that these killings began.  That's all for now.



The film runs a few seconds more showing the reporters throng and
scream questions at GORDON as he exits.  Bullock can be seen lighting
a cigarette as he exits and the screens fades to black.



Amber:

Recapping the press conference, then sports.



TV SCREEN:

Unknown hand reaches out and flicks the television off..  The hand
moves over and lies the remote on the bed side cabine and reaches out
to the phone dialing quickly..  An English voice answers..

AFLRED(VO): WAYNE Manor, how may I help you..


WAYNE:

Alfred where is AZRAEL? uhh.. Jean I mean.



ALFRED:

I don't know sir.  I've tried to find a way to keep in touch, but I
didn't know where you were.  I haven't seen him in almost 2 months
now.  All of his suits are gone.  Everything is gone, the cycle he
came in.. Everything.. Its like he was never here..



WAYNE:

Oh lord.. Is he the one behind what's going on in Gotham City?



ALFRED:

I don't rightly know.. But I fear so. I wish I knew for sure, but I
can only hope it isn't..



WAYNE:

Well I better go then.  I will try and make it back as soon as I can.



WAYNE hangs up the phone and gets up.. walking slowly.. limping a
little.  Walking towards the door as CHEN enters the room.



CHEN:

Where do you think you are going Mr. WAYNE?



WAYNE:

I have an emergency in Gotham I have to get back.



CHEN:

I am not your father, but I do not suggest this.  We have only begun
getting you back to full health.  You are not ready yet.



WAYNE:

Well this is going to have to do for now.  I don't have time to hang
around here anymore and play Zen, there is a life outside of this
place and I have to get back to it.

CHEN looks at WAYNE carefully appraising him slowly..



CHEN:

I knew you when you were 20.  You haven't changed, always intense and
important.  Never time for anything.. BRUCE..



This affects WAYNE a little.  How oft CHEN had referred to him as
BRUCE.. Even ALFRED always MASTER WAYNE or MASTER BRUCE, but never
just his first name.. This shocks him as he hurriedly packs a small
duffel. CHEN continues talking.



CHEN:

You aren't Superman.  You have your limits, you are only human.



WAYNE:

Sometimes you have to be more MASTER CHEN.



CHEN:

please..



WAYNE packs leaving the room and grabbing his cellular phone punching
in another number.. The scene is similar to the leaving of Dagobah in
'The Empire Strikes Back' when Luke leaves to confront Vader.  Bruce
punches a number then holds it as he turns back.



WAYNE:

Just understand.  I can't wait..  You are almost as much a father as
my friend.  You watched me grow up but maybe I do have to grow up and
make my own decision.



WAYNE exits the room as CHEN looks stunned but pondering as WAYNE
leaves only over hearing some of the conversation.



WAYNE:

This is BRUCE WAYNE. I need my jet at the airport in...



CHEN looks at him go as WAYNE, walking quickly but still favoring one
leg.  He walks and opens the door the car and drives away quickly, as
if he had never had a driver one day in his life as the car barrels
down the dark road. CHEN looks waningly and intones  under his breath.



CHEN:

Damn kids



EXT AIRPORT SMALL PRIVATE JET:



WAYNE walks up to the jet and ambles up the walkway as the jet begins
to power up.  The ramp is pulled back and the plane begins to taxi as
it takes off into the night sky.  towards Gotham and BATMAN's.. Not
WAYNE's, BATMAN's work.. very dark work indeed.

WAYNE looks out the window slowly reflecting..



WAYNE:

Why Jean.. why?



INT: DARK BUILDING

AZRAEL turns over in his sleep.. Tossing turning.  Scary visions.



EXT COUNTRY SIDE:

VOICE: JEAN?? JEAN where are you?



A small boy runs into a big figure, large and looming but unseen.  the
small voice yells at the TOP if its lungs.. DADDY..  The small boy
runs into the figures arms.. Hoping to grasp the figure then it
disappears.. The small boy is not a boy of 15.  Looking down a crest
as his father lies dead.  Blood running down his fingers.. Off his
arms.. Then a FLASH.  Kneeling next to his father.. Trying to rest on
his chest.  the blood warm and wet on his face.. the small voice now
LOUD and booming.. DAAaaaaaaaaaaaaaD..  Then another FLASH. A man, in
a costume.. his costume.  Him, not the one he wears now.  Standing as
the cape billows around him.



AZREAL sits up..  His mind jerking back to reality.. His mind clearing
a moment.. Seeing the violence in flashes..



AZRAEL:

Oh GOD.. what have I DONE?



JEAN-PAUL VALLEY is back.. FIGHTING. But AZRAEL is stronger.  pushing
him back into the dark corners of his consciouness.  His lip sneers
and looks angry biting down HARD, drawing blood from the lip.



AZRAEL:

EVIL..



AZRAEL jumps down from the second story to the ground and lands next
to the cycle.. off into the night.  Once again in pursuit of evil. 
Once again, into the darkness, to fight the darkness back.. but only
to draw it closer to himself.

No he he thinks to himself exiting to a phone in the back room.


INT Wayne Manor: ALFRED dials a number, carefully punching each number
then holding it to his head.. A woman's chipper voice answers the
phone. Alfred listens, the replies.

Alfred: Dick Greyson please.. tell him its important.. *pause* Master
Dick? have you heard the news? Yes.. yes, I understand that.. please
Master Dick.. yes.. ok, I'll be waiting.

Another part of the state: A young man walks out, suitcase in hand.
Under the pretense of a family emergency DICK GREYSON runs out and
slides his suit case onto his motorcycle and heads off.. Making a fast
turn as we see the moon hanging low and sillouetting the motorcycle..
The day of DICK GREYSON, the day of NIGHTWING had begun.



INT: POLICE STATION:  BRIEFING



BULLOCK stands before all of the assembled men.  GORDON stands close
by.



BULLOCK:

All right we have some sick bastard out there playing like he's a
ginsu knife.  Be careful out there.  We don't know what to expect, we
don't even have a description, just that he wears some sort of body
armor. So I don't know what to say to do if you see him, but don't do
anything stupid like getting yourselves killed.  We don't need any
dead heroes.  If you want to do any of us a favor, be here tomorrow 9
AM for the briefing,  that's all.  SGT. COOPER will give out
assigments.



BULLOCK walks to leave and GORDON follows him.  They talk in low tones
as so the others can't hear them talking between the two.  BULLOCK has
lit yet another cigarette and is smoking nervously.



BULLOCK:

GREAT another freak in a suit.  How do we know this sick bastard and
the BAT ain't one and the same?



GORDON:

Now you listen to me BULLOCK, we've known BATMAN a long time.. Just
cause he gets your collars you and I both know these killings aren't
his style, this isn't just killings its execution.  I think we know
that isn't his style, he may be a vigilante but he never broke the
law.. at least not this far we both know that.



BULLOCK:

I know nothin of the kind..  He's a vigilante and he's DANGEROUS. 
That's all I know  and even if it isn't we don't need another freak
runnin around this city.



The squad room is emptied out, phones ringing and the preceint buzzing
men being brought into the booking area processed, pictured, printed. 
BULLOCK and GORDON walk through the calmed chaos that is life in the
preceint.



INT BOOKING:

A police officer interviews a jabbering vagrant.  CARLSIN and SALT,
the cop and vagrant.



CARLSIN:

yeah, yeah.. I see a flying 6 ft bat or something.. right?  Living in
your building.. do I have you right?



The typwriters clatter as you can see SALT wobbling as if on a cruise
ship.  Clearly drunk and not really seeing where he is.  His voice is
slurred slightly but he is discernible.



SALT:

I told ya that already occifer.. A BAT, or something.. But its a man..
It comes in and out at all hours.. Scream and hollerin.. Yellin about
its daddy.. Its scary. He pounds on the walls.. and lumbers around
then rides off on this loud monster..



GORDON stops to a dead halt and listens slowly..  BULLOCK turns to
make a comment and notices him gone them moves up.. Listening
himself..


CARLSIN:

And you say this is where sir?



SALT:

Like I said on the water front.. GOTHAM SHORES Shipping.  It's empty,
its my houe.. MY HOUSE.. and some monster is living there.. Get him
OUT.. Do you understnad?



GORDON begins to shrug it off and leave..



SALT:

That damn monster cycle he leaves on wakes people for blocks..



GORDON turns back.. motorcycle??

GORDON:

A motorcycle?  didn't some of the reports say they head some kinda jet
engine or something?



BULLOCK:

yea.. what's you.. Wait.. you don't think this old lush is on the
level.. He's 3 sheets to the wind and can barely stand look at him.



GORDON looks.. and then thinks..



GORDON:

yeah.. But better safe than.. Well safe is way behind us, it won't
hurt to look..



BULLOCK rolls his eyes behind GORDON then sighs in resignation.



BULLOCK:

You're the boss Chief.



BULLOCK walks off with a scowl on his face and pushes the door to his
office open, the door swinging back and forth violently.  He reaches
down and calls the dispatcher.



INT: BULLOCK's OFFICE



BULLOCK:

Ya' ye heard me dizzy..Call all the boys.. I mean ALL of them.. Send
them to station a 3 block radius around GOTHAM SHORES and tell them to
get their riot guns and armor.. We think that freak is there and we
want him.  Dead or alive it don't matter..   What?  I don't care bring
in the freakin metermaids and motorcycle cops too.. Everything you can
get.  Tell them to be armed for bear and locked and loaded.. Got me?



BULLOCK slams down the phone, reaches into his desk, replacing his
wheel gun with a rather nasty looking .357



BULLOCK:

Just like DIRTY HARRY.  Slicker than shit..



BULLOCK flicks his wrist after loading it and the chamber jerks into
place as he rests it in his holster and walks out of the office.



EXT AIRPORT:

Several baggage handlers come around as BRUCE WAYNE exits the plane
ramp favoring one leg and supprting himself with a small cane, not
really a functional one more a dressy one for suits but serving as
support just the same.  Several baggage handlers ask the standard
questions.  Hounding him just a little, but not intrusive.



WAYNE:

Yeah great flight fellas, the sudden dip when the pilot fell asleep
was kind scary but we got him some coffee and he was fine.



WAYNE laughs heartily then so do the baggage handlers uneasily as they
see for a Millionaire he is still a pretty normal guy.  Questions
about his leg and the cane..



WAYNE:

Oh, just a little spill on the slopes.. Wasn't watching my way, those
ski bunnies are a little distracting.. then I got in a fight with a
tree.  If ya think I look bad, ya should see the tree.  It has a
permanent mark that looks just about like this.. WAYNE mugs a
surprised SHOCKED look and the baggage handlers laugh uproariously as
one of them carries WAYNE's duffel to the car.



CARRIER:

Travelling a little light?



WAYNE:

Well.. I wasn't planning on being dressed very often during my
vacation.



WAYNE nudges the CARRIER a little and both share a little grin WAYNE
makes his way to the car, a valet lets him in. WAYNE settles down and
lets a SIGH of relief to be HOME again, on GOTHAM soil.  HIS soil..



WAYNE:

WAYNE Manor and step on it..



DRIVER:

Very good sir.



WAYNE lies back and drifts off, his own demons haunt his dreams.  So
many battles to remember.  So many dead, so many friends lost.. This
one would be him.. killing a friend.  He could never face that, but he
must. Just a quick moment of rest, WAYNE closes his eyes.. the word
"PEACE" echoes through his mind.



EXT: Gotham Docks

AZRAEL stands on an adjoining building, looking down.. building #17..
the names coming to him. They would here HERE, of that he was sure.
More sure than anything. AZRAEL fires a piton into the roof and it
sticks into the cement roof top. AZRAEL hooks his right arm around  oh
his arm a metal hook on the wire and then jumps. AZRAEL swings down
his cape BILLOWING forcefully in the wind as he pulls his legs up to
CRASH through the window..



INT: MARINA Building #17

SEVERAL MEN talk over the television as a third man (SHADOW MAN) in
the shadows smokes, exhaling deeply. The televion shows pictures of
Justin as the news is announced that his condition has improved.. they
don't look up as.

AZRAEL crashes through the window, cutting himself free as he seems
the float to the floor. His cape slides back as he comes down then
stands. The two MEN just look a moment, then reach for their guns.


SHADOW MAN:

KILL HIM!!!


As SHADOW tries to escape AZRAEL begins a fight. Throwing MAN1 into a
wall then choking the second man against the wall. AZRAEL's eyes
BURNING. His face intense and cold.

AZRAEL's mind REELS for a moment then punching MAN2, lunging for
SHADOW, not letting him go away. AZRAEL's mind tells him.."HE's THE
ONE.. HE KILLED THE BOY.. MURDERED.. MURDERED.."  AZRAEL slides SHADOW
back against his chest holding his head, then slicing his manacle
against his throat then throwing him to the floor. AZRAEL kicks
SHADOW's hand then walks towards the front door..


AZRAEL:

ROT in HELL..


A CALM suddenly overtakes AZRAEL for a moment.. then something.
something HARD hits, falling AZRAEL to his knees.



INT. GOTHAM PLAZA TOWER:

A familiar figure, his back to us, types into the keypad commands
being issued by his hand. Lights flickering as his hands work faster..
a gutteral a low growl issue from his lips slowly. His face turns to
us, beaten a bit.. mangled, it is BANE..


BANE:

The time has FINALLY come for us..



EXT: GOTHAM PLAZA

A HUGE techovision center in GOTHAM plaza lights up.. The words "
"BAT"-MAN NOW.." The people in the square look up puzzled? Why the
quotation marks as they question, watching as they vacate the plaza.



EXT: OVERLOOK GOTHAM PLAZA

HOME its been a while now.. DICK GREYSON has returned, his own cape
red and black now.. His cowl only half covers his eyes and down his
neck, the top oh his head open, on his chest a thin bat as he watches
the plaza. Now only to wait.



GOTHAM PLAZA:

AZRAEL walks into the plaza slowly.. His cape follows behind as he
look up, NIGHTWING/ROBIN watches as AZRAEL readies for the fight. Then
unexpectedly it begins..

LUNGING from above the tower BANE jumps onto AZRAEL a punch landed
onto his face, bloodying it a bit. AZRAEL strikes back, cutting one of
the hoses to BANE's body, the VENOM spitting out onto the ground. BANE
reaches back out grabbing AZRAEL's right arm in a sickening SNAP as a
bone is let go.

AZRAEL fights not noticing bringing an elbow into BANE's face. BANE
still dazed by the attack runs, waiting for AZRAEL to follow.. As they
run to the end of the plaza, AZRAEL vaulting over the GOTHAM CITY
metro barrier landing a kick into BANE's face. Unfazed BANE grabs
AZRAEL and throws him down the stairs into the main station, laughing
wildly.


BANE:

Who do you think you are? The DARK KNIGHT you are NOT!

ROBIN takes the moment of weakess to jump from the building and kick
BANE from behind, his large body tumbling down the stairs. His body
ripping into the bannister, splintering and smashing under his girth.+


ROBIN:

So much for you FAT BOY.

ROBIN runs down into the train station only to witness AZRAEL back on
his feet and being thrown into a car on the subway. The metal
crunching and bending against his weight.

BANE walks up, ripping open a door on the car and gets in, leaning
down to pick up a metal pipe, bringing it down against AZRAEL's chest,
his legs. AZRAEL weakly brings up his manacle, deflecting it, drawing
sparks.

Robin more concerned with the safety of the people on the train runs
and jumps up, climing his way to the top of the train, holding on as
it pulls out of the station.


INT. SUBWAY CAR

BANE rushes at AZRAEL as he falls back, bringing his feet up into his
chest and grabs his arms, flinging BANE into the train wall, the force
ripping a hole into the cab. AZRAEL stepa on BANE's body, jumping up
to the top of the next car as BANE climbs up and the fight rages on
over the top of the cars.

Robin carefully glides behind careful, jumping into the car..
SCREAMING


ROBIN:

EVERYONE TO THE BACK!!

ROBIN runs to the front of the cab, pulling the engineer into the back
few cars away from the battle raging on top, dents appear over head as
the passengers and the engineers run, their escape cut off as they
are..

EXT: GOTHAM TRACKS

The train is moving at a fast speed, still normal but the weight is
grinding the tracks, sparks flying as it takes a turn, the tracks are
not elevated ABOVE the city by a good 30 foot over the GOTHAM
waterfront..

Robin hurriedly fires several pitons out the back cab, hooking them to
the cab, then RUNS hurriedly through the pacicked throng of passengers
to the front few cars, cutting the wires, working the metal apart
slowly.. panicking.. if the car is moving this FAST when the pitons
take hold it could be TORN asunder.

TOP OF THE TRAIN:

The train moves faster as AZRAEL grabs BANE throwing him through the
engine car, coming down on the top, denting it.. then falling through
onto the controls, they shorten out as BANE screams the VENOM pumping
harder into his veins, the thick vomitous fluid pumping out and onto
the controls shorting them further.

ROBIN cuts the cars free the fires a piton into the front cars,
running then making a flying leap to the front. PULLING himself along
the chord. CLAWING to climb the cables...


ROBIN:

AZRAEL!!!


AZRAEL turns to look at Robin coldly. His gaze fixed on him as he
walks towards him.


AZREAL:

HE's MINE.. GET AWAY..


ROBIN walks towards AZRAEL slowly, holding his arms out to AZRAEL to
show his arms outstetched and open.


ROBIN:

I don't want him.. and neither do you.


AZRAEL walks out slowly, taking ROBIN's hands in his, his eyes seem
confused a moment. Recognition, his face portraying it...


AZRAEL:

Di... *pause* but I DO..


AZRAEL has taken back control as ROBIN is thrown overboard off the
train his body hitting the tracks, then off falling only a moment to
think as ROBIN fires a piton to grab onto a ledge of the track, his
body wracking from the pain, his body shaking. His eyes relaxed.. then
a shock as the piton let's go and his body falls onto the ground
below, his eyes staring upward, blood moving from his mouth in a
cough.


INT TRAIN CAR

BANE SMASHES the controls as the train careens out of control,
speeding up, tipping against the curve, throwing them around..


BANE:

SAY GOODBYE PRETENDER!!


AZRAEL:

SPEAK for yourself..


AZRAEL brings up his manacle into BANE's throat, a rancid combination
of blood and VENOM spurting, down his throat, AZRAEL bings BANE's hand
to the metal bars on each side then a blow to his face as the train
skids further out of control.


AZRAEL:


ADIOS!!


BANE looks on in confusion and horror as he STRAINS against the
bindings, his muscles weaking.. shrinking, can't even tear through
this wire. AZRAEL jumps onto the top of the train and bails over the
side, diving carefully into GOTHAM BAY, as the water surrounds him.. a
thought comes to him.. "HOME, must go home."

The train turns swerving off the tracks, BANE's face in a PRIMAL
SCREAM as an explosion takes the cars as the fly off the track and
down into downtown GOTHAM.. Buildings catching FIRE, glass smashed,
and the cars come down in an explosive crash as cars and torn to
shreds, then a stop as everything goes calm..


INT WAYNE LIMO:

WAYNE wakes with a start as the car comes to a stop. His mind foggy a
moment his eyes a bit bleared.. his fingers numb as he flexes them.




DRIVER:

Here we are sir.

WAYNE looks around to the familar srches affectionately.  HOME.. 
WAYNE pushes open his door and gets out


WAYNE:

Thanks for the lift.

WAYNE taps the door a couple times as the car speeds off back to the
airport.  Now for the real homecoming.  WAYNE uses his key to open the
door quietly, as the evening approaches on surely ALFRED has retired. 
As he closes the door behind him a voice rings. His cane planted,
moving himself along, looking at the sprawl that is his home. The
elaborate stair case, the rather musty smell and the beautiful over
look..


ALFRED:

MASTER VALLEY, so good to see you have returned it's been days since.



ALFRED stops short and notices the dark hair and the cane..



ALFRED:

MASTER BRUCE?



WAYNE:

More or less.. probably less..



WAYNE flashes his loop sided smile as ALFRED walks up to give him a
fatherly embrace..



ALFRED:

.. so good to see you, it's been.



WAYNE:

I've missed you too, but I have work to do.



ALFRED:

Of course..  as always, all is ready.  And I saw on the radio, the
police believe they have him cornered. GOTHAM SHORES on the docks..



WAYNE rushes to the room and pulls back the book to reveal the opening
to the BATCAVE running as best he can and changing into a BAT suit
hurriedly.



BATMAN:

Sorry to greet and run ALFRED but I have some things to take care of..



ALFRED:

of course sir, I would never have it any different.



BATMAN walks favoring his leg as he pulls the cowl over and attaches
his utility belt, clipping his crime fighting toys, fingering the
metal affectionaly..  Looking down at the suit in a rememberance to
himself. Before sliding on that last glove, running his fingers over
the thick black rubber.



BATMAN:

I missed you old friend..



Without another word BATMAN is gone taking the BATMOBILE to the
streets headed to GOTHAM SHORES and to JEAN-PAUL.



BATMAN:

I hope you're still in there, somewhere.



The BATMOBILE rockets out of the cave and the rock rises just in the
nick of time as the BATMOBILE and BATMAN rocket back into the night.
SCREAMING into the darkness and into a date.



EXT GOTHAM SHIPPING



BULLOCK looks over the assmebled group of men, overkill to be sure but
better than to have too few.  He talks in low tones as he instructs
them in teams.  The SWAT team also listens in as they are the leading
of the assault team.  The SWAT are also the VIGILANTE SQUAD.



BULLOCK:

All right men listen up.. We are going in there SWAT first, they will
recon radio back and tell us to come in.  I don't think he will fight,
not with the fire power we have, but ya never know what  crazies will
do when they're cornered so shoot to kill I don't want any chances
taken on this one.  That's it, Reilly and his team, SWAT, will go in
first.. Followed by 7 other teams, sweep the floors one by one.  And
be sure to put your vests on, no friendly fire alright?  You all know
your groups now get in 'em.



BULLOCK grabs a vest and fastens it, barely around his belly, and
pulls his pistol and gives the go to REILLY and his men.  The 2 groups
of 5 men approach from the EAST and WEST entrances and work their way
up.  REILLY gives the ok signal.  BULLOCK motions for 3 more teams to
enter, sweeping the building.  No lights  except for small
flashlights. The lights sweep through the building, Several snipers
set up on the cars and target the second floor.  BULLOCK waits for the
signal then gives the ok for the last 4 teams.  BULLOCK stands in
front of his team, making an imporptu speech.



BULLOCK:

Just don't do nothin stupid to get any of us killed and don't get any
of us, including yourselves, dead. Now let's kick some ass..



BULLOCK and his team move for the stairs to the second floor, REILLY
is sweeping the same floor and is preparing for the third.  QUIETLY
sweeping, the snipers trains their scopes and spotters report anything
moving.



SPOTTER:

TEAM 7, be advised..  Suspect may be in the SOUTH EAST corner.. SOUTH
EAST corner.



BULLOCK signs the OK sign and moves quietly with his team, REILLEY's
team moves that way as well as two others converge but see nothing..



BULLOCK turns and shows one finger then conveys his thoughts on the
SPOTTER.



SPOTTER:

I still see him.. 15 meters or so EAST.  Behind that door.



BULLOCK listens on his head set and motions REILLY and another team
around a wall so as to flank him.  REILLEY and his team move, weapons
drawn as BULLOCK prepares the OK..



INT SHIPPING ROOM:

AZRAEL rests his head on his knees, his body shaking like a leaf, his
eyes sunken.  His mind slow and soft.. His thinking becoming more and
more mechanical.  His hands shaking, feeling.



EXT STREET:

BATMOBILE skids to a stop as BATMAN sees there is NO chance of
breaking through the vanguard of cop cars..  He looks up, and over..



BATMAN:

If not around and not through.. then over.



BATMAN throttles the BATMOBILE gunning the gas through a parking
garage taking hair pin turns with ease as he rushes to the top of the
building, the fire smoking from the rear and only moving it along
faster and faster moving to the top and stopping on the roof, grinding
to a halt.



BATMAN looks down to the roof of the next building.. Favoring his leg.



BATMAN:

I hope I'm insured.



BATMAN fires a wire and pulls out a hand rail and slides down to the
nearest building of the SHIPPING LINES.  Flying across the line of
sight of policemen who are looking away into the building..



INT: GOTHAM SHIPPING



BULLOCK gives the hand signals, coordinating the attack, meaty fingers
lifted. ALL business now.  5... 4... 3... 2.. 1..  BULLOCK pullls his
hand down in the GO MOTION



SPOTTER:

GO, GO, GO.



The wodden walls SPLINTER as rifles, automatics and rams tear down
jogging AZRAEL from his sleep. He is CORNERED like a rat in a cage.  A
LOUD THRUMMING sound beating.. SHOTGUNS blaring their sparks, like
'Halloween 4'.  AZRAEL can only stand hostage putting his hands up,
knowing he is caught.. FINALLY.. this madness will end.



BULLOCK:

Don't even move dirtbag.. Don't even breathe.



BULLOCK moves closer to slap the cuffs on HIS collar, making him the
HERO of GOTHAM.  One hand cuffed. Not so hard. THEN SNAP.  AZRAEL
comes back grabbing BULLOCK and resting his manacle toward his neck,
the metal leaving a little red blotch.  Blood, just a small trickle
forms.



BULLOCK:

KILL this dirtbag.



AZRAEL looks around trapped, he knows he is.. His head.. HURTING..
worse.. This is WRONG AZRAEL.. This is WRONG.. His mind betraying his
body, you CAN'T KILL HIM.. HE IS ONLY A SERVANT OF THE PEOPLE.. LIKE
YOU..



AZRAEL:

STOP..



AZRAEL smiles as he looks at the other cuff still a perfect circle the
other around his wrist.. perfect circle, looking..  His eyes caught in
the glint of the cuff, a perfect silver circle.



AZRAEL:

Life and death..



With that..  AZRAEL kicks BULLOCK down.  BULLOCK falls to one knee as
AZRAEL jumps on his back like a sping board vaulting of and then
turning his body in a perfect roll as he comes down.. His back, then
his body over and on his feet.  BULLOCK jumps up and begins to fire
his .357 wood splintering as the other cops fire their weapons but ALL
inexplicably missin the mark as the walls and supports are shredded
and splinterd, the building begins to creak as AZRAEL finds himself in
a tight corner.

AZRAEL pulls a small pellet from his belt and throws it on the floor,
a large explosion leaves a crater to the first floor as AZRAEL jumps
through bullets whizzing by his head.  The teams look down, BULLOCK
with murder in his eyes.. DAMN HIM..



BULLOCK:

LET's move it.. This would buildin can go any minute.



BULLOCK and his men run for the stairs and try to avoid the falling
timbers and support struts of the old and decaying building. The team
runs as BULLOCK is hit in the head but this seems to only increase his
resolve and moves faster.



AZRAEL falls on his back but runs to his cycle, then looking
despairing at the vanguard of police cars.



AZRAEL:

DAMN.



AZRAEL jumps on his bike and roars the engine to life.. Throttling it,
then letting it wide open gunning for  two police cars poiting towards
each other.  He arms his missiles, preparing to fire. Not waiting for
the tone lock as the missiles fire.. AZRAEL hits the superbooster and
pulls his bike back as it lifts off the ground about 6 foot, the
police cars exploding impossibly as his bike clears the licking
flames, and the bullet hits.

The bike touches down and AZRAEL guns it harder.. The bike turns the
corner and screeches into the night.



EXT. BUILDING ROOF



BATMAN:

There you are Jean..



BATMAN jumps off and begins to swing building to building, following
the cycle as it stops in an uncontrollable skid, wiping out.  BATMAN
watches as sparks fly and AZRAEL walks calmly away into the building
and then sees him enter an elevator to the roof.  The cycle lies on
the street smoking then EXPLODES, BATMAN pulls his cape over to shield
his eyes, then lowers it to spy AZRAEL on the roof..



BATMAN hooks a wire onto the roof of GOTHAM PLAZA and is slowly pulled
up its side, slowly.. coming towards the building at an uncontrollable
speed, then hitting the side.  Not as bad as he would have thought. 
Then having the pully pulley pull him up the side of the building.



EXT GOTHAM TOWER:



AZRAEL is hunkered down in the corner of the building..   YOU DID IT
WRONG.. NO ONE HURT.. THEY ARE GOOD GUYS.. Holding his head as his
mind opens up to him again, berating him.. Only the circle, life.. Can
take his mind from it.

BATMAN crawls over the side of the building watching from a distance. 
Then walks over, still favoring his leg a little.



BATMAN:

AZRAEL, is that you?



AZRAEL looks up, a sickening look on his face...



AZRAEL:

Well if it isn't the DARK KNIGHT himself.. Fancy meeting you here.. 
Looking for a little wining and dining are we?



BATMAN:

I don't want to play these games.. You're sick, let me help you.



AZRAEL:

What are you talking about?  Never felt better in my life.



BATMAN:

Don't lie to me.. It's the SYSTEM isn't it.. It's hurting you.



AZRAEL:

Don't be ridiculous.



BATMAN moves his hand out to touch AZRAEL lightly but his hand is
forced back..



AZRAEL:

Go.. before I kill you too.  I kill everything I touch.  Why couldn't
I just save the boy BATMAN?  Why couldn't I just save him.. Just
wasn't fast enough.



BATMAN feeling sorry begins to ask but the AZRAEL like a cornered lion
strikes, slashing his blades across BATMAN's suit, shredding it open. 
Blood begins to soak through the rubber, then a fist hits BATMAN
upside the head ripping the side of his cowl and cutting his jaw,
blood trickling down.  The time for talk has passed for AZRAEL, long
past. BATMAN can only defend himself, punching, uselessly into the
body armor kicking with his weakened leg hoping to only get a small
advantage.  Then pushing AZRAEL back and onto his back and pins him
down..  AZRAEL has his knees pulled up and kicks BATMAN pushing his
chest back and onto his back.



BATMAN feels the wind knocked out of him, but pushes his his weight up
and flips back to his feet and takes a defensive posture as AZRAEL
rushes him, BATMAN can only dodge and bring his elbow into AZRAEL's
back and dring him down to his knees, pulling AZREL's mask off to
reveal JEAN's face.. Tears fighting back all of his.. His programming,
his MISSION. AZRAEL in a moment of great strength pulls a statue up
and hurls it at BATMAN.  BATMAN tries to dodge but catches part of it
on his left arm, a yell of pain is heard as AZRAEL looks back at
BATMAN his eyes red with blood lust.  his mind SCREAMING.. WRONG..
WRONG.. This is wrong..



AZRAEL staggers and falls to his knees as BATMAN regains his balance..
only watching.  AZRAEL teeters toward the edge in that moment BATMAN
makes his decision of destiny..



BATMAN:

NOOOOOOOOOOOo...



BATMAN lunges to the edge of the building, grabbing but AZRAEL is hung
to the ledge by the cuff..  BATMAN mutters almost whipsering.



BATMAN:

NO more BLOOD on my hands.



BATMAN lunges to GRAB AZRAEL's hand.  The cuff is linked around a
jutting metal bar.  REACHING, harder for his hand trying to grasp it.



BATMAN:

JEAN.. GIVE ME YOUR HAND.. PLEASE.. GIVE me your hand..



AZRAEL looks transfixed at the silver circet of the cuff and the chain
holding it so precarious.  Looking at it in a trance.  AZRAEL mutters
in his mind.



AZRAEL:

Life and DEATH.. no more..



BATMAN tries harder to grab as AZRAEL brings his arm up and cuts the
chain away.. BATMAN can only scream as AZRAEL, no.. JEAN falls.. In
his last moments AZRAEL looks up blankly and a tear rolls down his
cheek as he falls back in a free fall his suit falling, his cape
billowing majesitcally in the wind as BATMAN looks down, hopeless. His
face ashen as he sits against the buidling wall, his back to the
fallen.



BATMAN:

I hope you find peace my friend.



EXT GOTHAM TOWER PARKING LOT:



Reporters throng around the scene as Police cordon the area off.  The
GNN news van can be seen as a reporter comes into virew.



AMBER:

This is AMBER Cortez for GNN at the site of the death of a vigilante.
In the connected murder of the Assistant D.A. on the waterfront, the
fight with Bane the resulted in the Gotham train system crash..  In
the wake of all the death a dramatic Police raid and this, his
apparent leap to his own death it can only be asked the question why..
 Back to the GNN news center.



INT GNN NEWS ROOM:

Three reporters sit at a table, TREVOR, GILL and TRAVIS.



TREVOR:

Well we will keep on top of this late breaking story but first an
update.  The boy JUSTIN CATHEY, is doing well and is recovering
nicely.  The MAYOR today help a press conference and was in gratitude
to the vigilante who apparently saved his son's life from certain
death by serveral of his own camp in opposition who were apparently to
Justin as a stake to..



INT WAYNE MANOR:



WAYNE:

I feel awful ALFRED.



ALFRED:

I could always make you some chicken soup.



WAYNE sits in a chair in a simple dress shirt, his arm bandaged and in
a sling.  Several moments of silence pass.



WAYNE:

I think you know what I meant ALFRED.

ALFRED:

Of course I did..  Just remember it wasn't him.  Maybe it was partly,
the part that wanted to end it. He he was hurting.  He was, after all,
only human.

WAYNE:

I know ALFRED.. I heard this a few days ago, I'm not Superman.  But if
he new the boy had lived. Maybe..

WAYNE trails off as he stands his limp now just a tight muscle as he
walks, naturally..


WAYNE:

I've got an appointment ALFRED.

ALFRED rolls his eyes a little but not too much.


ALFRED:

.. Of Course.  Don't stay out too late, it is a school night after
all.  You dinner is on the stove, I will wash up tomorrow morning.. 
And.. do wear something warm out.

ALFRED moves back to his quaters under the stairway as WAYNE smiles
lovingly at him.


WAYNE:

I always do..




INT HOSPITAL ROOM:

WAYNE slides his head into the room. Looking around to see DICK
GREYSON lying on his back, his arm and both legs, bandaged his face
gashed along one side. WAYNE walks in quietly and looks down at him
thoughtfully, like a father. GREYSON is quiet, asleep.


WAYNE:

I think that I have grown up a bit.. thank you Dick.


WAYNE lightly squeezes DICK's/ROBIN's hand in his gingerly as a nurse
enters tending to him, leaning over to whisper into WAYNE's ear.. He
nods understanding. Then exits quietly.



INT GORDON'S OFFICE:



A rap on the window awakens GORDON from his chair.  BATMAN slowly
slides into the window.  GORDON looks slowly then again.. Lightly
shaking himself to the realization.



GORDON:

How.. What.. Well I am glad to see you.. What can I do for you?



BATMAN:

I need a favor.



GORDON:

Anything I can as always BATMAN.. What is it?



BATMAN: (moves to Gordon.  low whispers.. unheard)



GORDON gets up and walks around.  Looking slowly up and down still
unbelivingly..  His face a little surprised.



GORDON:

That is very irregular, but anything like I said.



GORDON turns around to see nothing there..  A little breath of wind
billowing the curtains.  GORDON closes the window then moves back to
his chair.



INT. GNN NEWS ROOM:

Close up of Amber as she talks into the camera as the other two
anchors await their turn.

AMBER:

In this late breaking news the body of the vigilante has disappeared
from the morgue, no one seems to know what has happened and the police
have no official statement at this time as the city is slowly
returning to normal.  This is..



EXT. SMALL GRAVEYARD

BRUCE WAYNE kneels before a grave and speaks quietly, no words..  As
he looks tearily at the grave then turns to leave.  The inscription on
the grave reads.  "Jean-Paul Valley friend, comrade, may you find
peace in the next world. The peace denied you in this one."

WAYNE leans down and rests a single white rose on the grave as two
more graves with similar white roses can be seen, his mother and
father.  WAYNE leaves the small court yard.



EXT GOTHAM PLAZA:

A press conference..  All of the cops, color guard and even the MAYOR
with his son in tow is on hand as GORDON has the microphone.



GORDON:

The killing spree in GOTHAM is over I am proud to announce, and we
welcome back an old friend to our fair city.  We owe him far more than
we will EVER know. He has given us many more gifts and blessings than
we ever realize.  I want to thank him, for as I know him he is a
friend but still distant but he watches over us all.  And this.. is
our latest gift.



GORDON walks down from the podium and pulls back a large cloth
tarpulin and reveals a BAT SIGNAL as the crowd watches in a delight..



GORDON:

He gave us



GORDON echoing the conclusion of the first film.  As he conclues.



GORDON:

.. A SIGNAL

The light streams out and into the sky, a signal.. A new signal.. A
symbol onto the Gotham skylight as it pierces the sky replacing the
old one.  A new symbol familiar but not.  The BAT thinner more compact
and a little more curved looms in the sky as the light streams through
the night and BATMAN stands aloft high above the city.  BATMAN is only
seen from behind The signal overlooming him as he raises his head
toward it.  All the GOTHAM-ites cheer, their hero has returned home.

FADE OUT