BATMAN FEARLESS by Stephen Cooke WGAw# 622898

FADE IN:

EXT. GOTHAM CITY STREET - NIGHT

Run down and decrepit buildings CREAK in the harsh autumn 
WIND.  A part of town long left to crumble.

A strong gust sweeps garbage along, flies by a sign in neon 
that reads:

"TERRORLAND FUNHOUSE," blinking on and off.

In the b.g. is the Funhouse, which looks anything but.  
Itself, a relic of the city's past.

                        DR. CRANE (V.O.)
        Welcome all to Terrorland Funhouse,
        the most horrific experience of your
        natural lives.

INT. TERRORLAND FUNHOUSE - NIGHT

The very essence of macabre.  Horror props set the mood with 
images of evil.

Slowly descending a staircase is DR. JONATHAN CRANE, 50ish, a 
man with twigs for legs and a broomstick build.

                        DR. CRANE
        But, please, those of weak heart turn
        back now. That which waits beyond 
        the Terrorland Tunnel is not for the
        meek mannered.

At the bottom of the staircase are three football heroes 
wearing their matching team jackets.  BIG L.T., CAP'N, and 
SHORTY are each obnoxious and unruly, having just wandered in 
from the local bar.

                        DR. CRANE
        I am your host, Dr. Crane --

                        BIG L.T.
        Oh, yeah? Doctor of what?

Crane throws out his arms dramatically, imitating the 
scarecrow nailed to the wall in the b.g.

                        DR. CRANE
        Of things that make blood curdle and 
        spines chill, my young friend.
                (a beat)
        Have you your tickets?

The Jocks hold them up, playing along with Crane.

                        DR. CRANE
        Then, let the fear begin!

INT. TERRORLAND TUNNEL - NIGHT

The Jocks are seated in a rollercoaster car, waiting.  They 
LAUGH and clown around, mimicking Crane.

FOLLOW Dr. Crane as he steps behind...

CONTROL BOARD

                        DR. CRANE
        Don't forget to scream.

He throws a lever to begin the ride.

TUNNEL

The car jerks forward down the tracks.  The Jocks continue 
clowning.  LAUGHING.

Darkness replaces light.  The car jerks to a halt just before 
a glowing doorway carved into the features of a skull face.

                        BIG L.T.
        Good job, ya dork. Ya broke it.

                        CAP'N
        Chill out, it ain't broke. It's
        part of the ride.

                        SHORTY
        Oh, I'm really scared.

LAUGHS and JOKES from all three.

CONTROL BOARD

A peculiar smile broadens across Crane's face.  His hand 
sweeps over the controls and then stops at...

A switch labeled "PHOBIZAC."  Crane pushes it.

TUNNEL

A red gas cloud sprays down over the Jocks in the car.  This 
mild shock only solicits more RIDICULING.

The skull door opens and the car proceeds inside.

Gradually, the Jocks' snickering faces fade, replaced by 
dreadful concern.  Sweat begins to break out.  All of a 
sudden, their eyes bulge out with uncontrollable horror.

CONTROL BOARD

Dr. Crane rests back against the wall where in letters above 
his head read, "MASTER OF FEAR."

From the tunnel comes the most horrifying, blood curdling 
SCREAMS.

Crane chuckles to himself.  Suddenly, a yellow tint of light 
falls across his shallow face.  He takes a pair of glasses 
from a pocket to see better.

Moving to the window, he stops in his tracks.  His face curls 
up with growing resentment.

THE BATSIGNAL stretches across the night sky over Gotham.

                        DR. CRANE
        Oh...him again.

EXT. GOTHAM CITY STREET - NIGHT

Pulling out from behind of Terrorland Funhouse, a beat up 
DUESENBERG turns onto the street.

Dr. Crane under top hat and overcoat sits behind the wheel.

The Duesenberg speeds away, heading in the direction of the 
Batsignal that shines overhead.

EXT. GOTHAM CITY CLOCK TOWER - NIGHT

A classic monument from the old days.  Chiming bells toll the 
hours, drowned out tonight by...

GUNFIRE and SCREAMING citizens.

Positioned on the ledge below the clock face is FITZBY, small 
time career criminal, waving an AK-47.

The Batsignal overhead makes him jumpy.

                        FITZBY
        You shouldnÍt have done that,
        Commissioner! I saw it! You
        called him! You called the bat!
                (to himself)
        Well, if the bat's gonna show, then
        the bat's gonna blow.

Fitzby steps away from the clock face, revealing a bomb 
intricately bound to the hands of the Clock.

Citizens far below GASP in horror.

EXT. STREET - NIGHT

Crouched behind a patrol car is COMMISSIONER JAMES GORDON, 
pushing 60, and certainly no stranger to these circumstances.

By his side is CAPTAIN SARAH ESSEN, sharp, professional.  In-
your-face good looks.

                        JAMES
                (into megaphone)
        You've given us no choice, Mr.
        Fitzby. Tell us what's on your
        mind so we can all go home.

BULLETS rain down in reply.

                        SARAH
        Commissioner, let me get up there,
        see what I can do.

                        JAMES
        Not with a man who has lost all
        reason, you won't. Sorry, Captain,
        it can't be done.

EXT. CLOCK TOWER - NIGHT

Fitzby pulls the AK-47 strap around his body and checks the 
skyline of the city.  He then resumes target shooting below.

HIGH ABOVE

As gunfire CRACKLES below, two FIGURES swing into view on 
ropes.  Flowing capes trail their descent.

LEDGE

As Fitzby fires off more rounds towards the street, the 
larger of the two figures lands on the pointed rooftop above 
the ledge.

Rising to full height with his cape extended is BATMAN, the 
Dark Knight in black.

                        BATMAN
        Rebel without a cause?

Fitzby whips around, shaking uncontrollably.

                        FITZBY
        You s-stay away from me!

                        BATMAN
        Let me guess. Advocate for the 
        right to bear arms?

                        FITZBY
        G-guns are just my hobby...

He motions to the bomb, fights to steady himself.

                        FITZBY
        This is professional.

Fitzby raises a hand-held trigger mechanism.

                        FITZBY
        How about testing those wings of
        yours?

In one move Fitzby tosses the trigger mechanism off the ledge 
and turns on Batman with a burst of GUNFIRE.

TRIGGER MECHANISM

As it is falling towards the street the second figure on a 
rope swings into view.

ROBIN drops form the sky, his arm outstretched, reaching.

STREET

The mechanism hits the ground, shattering into tiny pieces.

Robin lands on his feet just over the broken fragments.  He 
looks up to the Clock Tower face, then back to the crowds.

                        ROBIN
        Everyone stay calm. This'll be a
        piece of cake.
                (a beat)
        But, get down just in case.

EXT. CLOCK TOWER - CLOCK FACE - NIGHT

A batrope comes shooting upward, lodging into the granite of 
the tower.

Robin rises up from below on the batrope.  He takes position 
on the ledge to study the bomb.



                        ROBIN
        First time for everything.

ROOFTOP

Fitzby searches around frantically.  Nothing.

A gust of wind sweeps in as Batman swings out from around the 
corner on a rope.  Fitzby FIRES in panic, hitting air.

Batman swings around, evading the bullets, and kicks Fitzby 
in the chest, sending him CRASHING through a Tower window.

CLOCK FACE

Robin takes tools from his utility belt, maneuvers through 
the wiring of the bomb with extreme delicacy.

The giant hand TICKS one minute closer to detonation.

                        ROBIN
        Jeez, what's the rush?

INT. CLOCK TOWER - NIGHT

The inner workings of the clock.  Hundreds of giant sized 
mechanical gears turning round over a RACKET of noise.

Fitzby is nowhere to be seen as Batman flies down from the 
broken window above.

                        BATMAN
        Give it up, Fitzby. This isn't
        going to happen. Not on my watch.

Batman jumps down onto a plank that crosses over the clock's 
rotating engine.

Fitzby jumps out from behind a mechanism and SPRAYS bullets 
in every direction.

Batman ducks, rolls under the line of gunfire, and then 
springs back up with a mighty double-fisted punch to Fitzby's 
jaw.

The gunman falls back against one of the giant turning gears.

The AK-47 strap catches on one of the gear's prongs.

The winding gear lifts Fitzby off his feet.  His body rises 
in circular motion and continues up with each turn of gear.


Batman leaps up on top of Fitzby, trying to free him from the 
gear's grasp.  He freezes all of a sudden.

BATMAN - POV.  The winding gear is rotating directly towards 
another winding gear.  Anything in-between will be crushed.

END POV

Batman works frantically to loosen the gunstrap, but Fitzby 
unknowingly fights back.

                        BATMAN
        Fitzby, no --

Fitzby kicks the Dark Knight hard, sending him falling back.

By chance, Batman's cape catches onto another mechanical gear 
that slings him up and away.

                        FITZBY (O.S.)
        Heeelp!

Batman takes from his utility belt a batrope gun and shoots 
it towards the ceiling.  Instantly, the batrope pulls him to 
safety, high above the turning gears.

A SCREAM gurgles from Fitzby.

Batman holds onto the batrope in mid-air, looks down.

BATMAN - POV.  The winding gear that once held Fitzby turns 
up to reveal a blood red smear dripping from its prongs.

END POV

Batman swings over to the opposite side of the clock face.  
The bomb's wiring shows through here.

He raises up his wrist and speaks into a communicator.

                        BATMAN
        How's business?

                        ROBINÍS VOICE
        Not booming...yet. Can you help?

Batman quickly studies the wires, then overlooks the clock's 
mechanical engine below.

                        BATMAN
        Time will tell.

EXT. CLOCK TOWER - NIGHT

A violent rumble from inside begins to shake up the Tower.

CLOCK FACE

Robin holds on for life as the entire Tower seems to toss and 
turn as metal GRINDS from within.  With one final CRUNCH, the 
hands of the clock fall limp, the bomb disarmed.

Robin sighs, turns to wave to the crowd below just as Batman 
steps out onto the ledge to stand beside him.

The crowds CHEER.

EXT. STREET - NIGHT

Amidst the cheering crowds is Dr. Crane, hidden under coat 
and hat.  His eyes are filled with fear as he turns sharply 
and breaks away from the crowds in a run.

James Gordon is all smiles.  Another potential disaster 
avoided.  Sarah Essen, on the other hand, looks all around in 
utter disbelief.

                        JAMES
        I do believe this was your first
        experience with the Dynamic Duo.

                        SARAH
        Mmm.

                        JAMES
        You're not impressed?

                        SARAH
        Let's just say I'm a bit
        uncomfortable with two vigilantes
        doing the work of the law.

                        BATMAN (O.S.)
        A badge is only a piece of metal.

Sarah and James turn to face Batman while Robin hangs back.

                        SARAH
        Oh, but it isn't. It's a symbol.

                        BATMAN
        So's my suit. And it works.

                        JAMES
        A'hem...Batman and Robin, I'd like
        you to meet the newest edition to
        the Gotham Police force. Straight
        from Chicago, Captain Sarah Essen.

                        BATMAN
                (offers handshake)
        Captain...

Sarah rejects him, standing silent.  Gordon tries to make up.

                        JAMES
        So, what's the story on this one?
        Weather getting him down?

                        BATMAN
        I wish it were that simple. Fact
        is, our man Fitzby has never gone
        to such drastic measures. Perhaps
        notoriety was his motivation.

                        JAMES
        Fame, for chrissakes...

                        BATMAN
        What do you think, Captain?

                        SARAH
        I think...you should leave the
        detecting up to the detectives.

Jim turns to watch Sarah coldly remove herself.

                        JAMES
        Sorry, Batman. Word from Chicago
        is that she can be as hard on our
        guys as she is with the scumbags.
        But, she's the best.  And they 
        were mighty sad to see her...

Gordon turns back to find no Dynamic Duo in sight.

                        JAMES
        ...go.

INT. TERRORLAND FUNHOUSE - NIGHT

Crane ENTERS, flings his coat and top hat aside.

BEDROOM

Not the picture of home.  Dark and museum-like.  Old books of 
varying strangeness: psychology, chemistry, neurology, 
occult.  A cot in the corner looks barely wrinkled.

Dr. Crane approaches a metal cage that is covered by a sheet.


                        DR. CRANE
        You cannot frighten me.

He whips off the sheet to reveal a barely menacing bat 
flapping about behind the bars of the cage.

Crane winces at the sound of the bat SCREECHING and turns 
away.

                        DR. CRANE
        Damn.

Defeated, he sits down at his antique desk and opens up a 
scrapbook.

The first pages contain newspaper clippings that contain 
headlines like, "Killer stalks GCU professors" and "Death 
toll stops at three as fourth murder averted."

The scrapbook then takes on a new direction, causing Crane to 
tense up.  Page after page of clippings and photographs.  The 
theme is "Batman," and it is clearly an obsession.

The bat SCREECHING in the b.g. combined with the contents of 
the scrapbook drive Dr. Crane to slam the book shut and duck 
into a corner.  He clamps his hands over his ears.

Crane's eyes balloon, windows into a truly tortured soul.

The room begins to swirl into darkness.  A shadow is falling 
across the ceiling, coming closer.  A black cape flaps like 
leathery wings.  The jaws of a beast open to a high pitched 
SCREECH...and then a GUNSHOT freezes everything.

Slowly returning to reality, Crane risks a look.

On the floor are photographs from the scrapbook of past 
Batman villains: Joker, Catwoman, Penguin, Two-Face, all of 
them.  Crane's shaky hand reaches for just one: the Riddler.

INT. WAYNE MANOR - DAY

Emerging from his study in picture-perfect form is BRUCE 
WAYNE.  Age has followed him well these years.  His suit is 
crisp, flowing.

INT. BATCAVE

The sense of unending with caverns built up by metal 
platforms.  High-tech equipment is lined from wall to wall.

Bruce descends the stairway.


                        BRUCE
        How's it coming, Alfred?

Emerging from behind a drawn curtain is ALFRED, butler and so 
much more to Wayne Manor.  Here he looks like a grease monkey 
than anything else.

                        ALFRED
        The auto pilot program will require
        further testing, but I'd say she's
        ready to leave the nest.

                        BRUCE
        Fantastic. Have you seen Dick?

A FIZZLE and then a faint POP echo throughout the cave.

                        ALFRED
        He's been at that all morning.

FOLLOW Bruce and Alfred as they walk down the platform next 
to the Computer Station.

DICK GRAYSON rises from behind a protective glass shield.  On 
the other side is a small explosive device for practice 
drills of disarmament.  He goes about setting his next test.

                        DICK
        Almost had it that time.

                        ALFRED
        Master Dick, you'll work yourself
        to death.

                        DICK
        Last night was a bit much in the
        excitement department. I just wanna
        be prepared next time.

                        ALFRED
        Somehow I doubt you're referring to
        any lady friend.

                        DICK
        Unfortunately, Al, their wiring can
        be just as complicated.

                        ALFRED
        Your heroics will be the death of
        romance yet. Just look at Master 
        Bruce. The gossip columnists have
        even stopped calling.

Bruce shakes his head, walks over to the Computer Station.  
Work is his life.

                        ALFRED
                (to Dick)
        And you see? With whom is he
        spending his morning with today?

Bruce brings up on the monitors several images of Edward 
Nygma, a.k.a., the Riddler.

                        ALFRED (O.S.)
        A madman. 

EXT. ARKHAM ASYLUM - DAY

Leaves blow through the gate, the sign overhead.  Rising up 
in the b.g. is the towering stone structure called home to 
the criminally insane of Gotham City.

The gate opens allowing a 1954 Jaguar inside.

Waiting at the steps that lead into the asylum are James 
Gordon and Sarah Essen.  Bruce Wayne approaches them.

                        BRUCE
        Hiya, Jim.

                        JAMES
        Bruce, thanks for coming. I know
        how rough these things can be.

                        BRUCE
        Everybody deserves a second chance.
        Even Edward Nygma.

                        SARAH
        That's a very gracious attitude to
        have towards a psychopath.

                        BRUCE
        He was an employee of my company,
        Miss...

                        SARAH
        Essen. Captain Essen, actually.
        You can call me Sarah.

This time, it is she who extends the handshake.  He accepts.

                        BRUCE
        Bruce Wayne. Tell me, Sarah...are you
        very familiar with the Nygma casefile?

                        SARAH
        The Riddler, yes, I've been briefed.
        Why do you ask?

                        BRUCE
        I was just curious as to what kind
        of an impression someone like Nygma
        can make on a newcomer here in town.

                        JAMES
        He's a regular Gotham City special,
        that's for sure. Let's get this
        over with.

INT. ARKHAM ASYLUM LOBBY - DAY

A spansive entrance that speaks for the personality of evil 
that lies within.  Haunting.

Bruce, James, and Sarah wait.  Nearby is a DESK CLERK, 
himself, something like an Inmate.

                        JAMES
                (to Sarah)
        Everything you've heard about this
        place is true. Hell under lock and
        key, as they say.

A phone RINGS.  The Desk Clerk answers and then turns to the 
three of them waiting.

                        DESK CLERK
        The doctor will see you now.

INT. ASYLUM CORRIDOR - DAY

Two staff GUARDS briskly walk the corridor.  In-between them 
is an INMATE bound in a straight jacket, chains wrapped 
around the ankles.  He is being half dragged down the hall.

                        EDWARD
        I am normal. I am normal. I am...

DR. HOWARD, chief psychiatrist, waits for them in front of a 
door.

The Guards stand him up straight, remove the chains.  The 
Inmate is EDWARD NYGMA.  He is focused on something and 
fights intensely to steady his ever-ecstatic behavior.

                        EDWARD
        I am normal. I am --


                        DR. HOWARD
        You are anything, but normal. Just
        remember that little trick you played
        on Dr. Burton last spring. Normal...

The door opens...

INT. ASYLUM CONFERENCE ROOM - DAY

Without a window, a single light bulb dangles from the 
ceiling.  A long table and some scattered chairs make up the 
decor.  There sits James and Sarah.  Bruce is sitting back a 
little, in shadow.

Dr. Howard ENTERS, followed by Edward who is led in by the 
Guards.

                        DR. HOWARD
        Here's your man, Commissioner.

                        JAMES
        Thank you, Dr. Howard. And hello,
        Mr. Nygma.

The Guards seat him, chaining his jacket to the chair.  His 
face is bright in attempting a happy disposition.

                        JAMES
        Aren't you going to say hello?

                        EDWARD
        I am normal.

                        JAMES
        Well, that's what we're here to
        find out. I'm sure you remember
        Bruce Wayne there?

Edward's happiness loses out to paranoia as Bruce scoots his 
chair up to the table, into the light.

                        BRUCE
        How've you been, Ed?

                        EDWARD
        Do...I...know you?

Bruce studies him with an eye trained for detecting dementia.

                        DR. HOWARD
        Memory has always been shaky at best.
        Comes and goes at random. Now he
        seems to have blocked out that whole
        incident.

Sarah leans into the conversation.

                        SARAH
        Is that good or bad?

                        EDWARD
        Bruce Wayne! Of course!

They all turn to Nygma who seems happy to have made this 
connection.

                        EDWARD
        You're the guy who signed all my
        paychecks, right? Now I remember!

                        BRUCE
        Yes, that was at Wayne Enterprises.
        So, you remember. Can you recall in
        your mind a man by the name of Fred
        Stickley, your supervisor?

Nygma goes dark again.  Confused.  Bruce doesn't miss a beat 
and rises from his chair to walk around behind Nygma.

                        BRUCE
        He had a bit of an accident. You
        might remember it differently. How
        about Harvey Dent, also known as Two-
        Face? Ring any bells, Edward?

Edward is sinking into some kind of funk, running further and 
further away from the reality that Bruce is speaking of.

                        BRUCE
        I remember you and he having quite
        a time at my expense. Robbery.
        Kidnapping. Murder. Am I getting
        through to you? Edward?!?

                        DR. HOWARD
        Mr. Wayne, please!

                        BRUCE
        Sorry...am I asking too many
        questions here?

At that, Edward Nygma breaks, barking up into a mad frenzy.

                        EDWARD
        You don't know about questions! I
        ask the questions here! I ask the
        questions!!

                        BRUCE
        Then ask me one. Give me a riddle.

Edward wants very badly to put a riddle to him, but falls 
back in defeat.  The two Guards remove him from the table.

INT. ASYLUM CORRIDOR - DAY

Edward is SHOUTING things unintelligible as he is dragged 
away by the Guards.

Bruce, James, and Sarah step out of the conference room.

Dr. Howard storms by them, a cursory glance to Bruce.

                        JAMES
        I think that's all we'll need to
        form a decision about Nygma.
                (a beat)
        Thanks again, Bruce.

Bruce is silent as he watches on, the sounds of MADNESS 
building up all around them.

EXT. ARKHAM ASYLUM - TWILIGHT

Night begins to creep in when the gates open, allowing the 
old Duesenberg to drive on through.

INT. ARKHAM ASYLUM - EDWARD'S CELL - TWILIGHT

In shadow with the first starlight beaming through the steel 
bars of the window.  Just enough illumination to see...

Edward Nygma, stuffed inside a straight jacket.

                        EDWARD
                (imitating Bruce)
        How've you been, Ed?
                (brown noser)
        Just fine, Mr. Wayne. Can I polish
        your shoes?  Wash your car?
                (sinister)
        Throw you off a bridge?

He stumbles to the window to look out.  Lost.

                        EDWARD
        They're right. I am nothing. If
        only I could remember...

Somewhere in Arkham a metal door CLANKS shut.

INT. ASYLUM LOBBY - TWILIGHT

The Desk Clerk is waiting uncomfortably.  Standing nearby is 
Dr. Crane, under his coat and top hat.

They do not speak.

Dr. Howard ENTERS hurriedly with another GUARD.

                        DESK CLERK
        Sorry, Dr. Howard. He demanded that
        you see him.

                        DR. CRANE
        You must understand my urgency. My
        patient is unable to continue his
        treatment under these conditions.

                        DR. HOWARD
        Your patient? Says who?

                        DR. CRANE
        The Mayor.

Crane hands over a signed document of which the forged 
signature is not detected by Dr. Howard.

                        DR. HOWARD
        This is entirely ludricous. You
        must be out of your mind to think
        that I would allow such a thing.
                (a beat)
        Edward Nygma has been found to be
        too dangerous for society. As much
        as I'd like you to take him off my
        hands, I cannot allow this.

                        DR. CRANE
        The devil in me was so hoping you
        would say that.

Suddenly, Crane pulls from under his coat a gas gun.  He 
sprays Dr. Howard in the face and then moves to the Guard and 
the Desk Clerk.

Dr. Howard falls back against the wall.  Sweat pours from his 
brow.  His eyes bulge and glance about in panic.

                        DR. HOWARD
        What are you doing? The walls!  My
        god, the walls are caving in! Stop!

Crane reaches under his hat and pulls a gas mask over his 
face.

                        DR. CRANE
        Claustrophobia got you?

Howard sinks into a corner to cower.

The Guard is backed up against the wall, holding the night-
stick away from him as if it were attacking him.

                        GUARD
        Get this thing away from me!

Crane grabs the night-stick out of his hands and CRACKS him 
over the head.  He next turns to the Desk Clerk who swats his 
hands at the air as if something were attacking him.

                        DR. CRANE
        Here...try this.

Crane CRACKS the Desk Clerk on the head.

INT. ASYLUM CONTROL ROOM - TWILIGHT

A WATCHMAN hovers over the massive switch board that controls 
all of the electronic functions of the asylum.  A dozen video 
screens switch from cell to cell, watching every inmate.

The door opens silently in the b.g.  Dr. Crane ENTERS.

                        DR. CRANE
        This nightmare's for you.

The gas shoots out from his gun to quickly overcome the 
Watchman who then breaks out into mad fits.

                        DR. CRANE
        Brought to you by...Phobizac. The
        brand name people trust most when it
        comes to sheer terror.

One hit and the Watchman falls to the floor unconscious.

Dr. Crane sits down at the controls.  Too many to count.

                        DR. CRANE
        Where are you, Mr. Nygma?

His patience wears out.  Crane takes up the night-stick and 
begins smashing the entire control board to pieces.  Sparks 
and fires SHOOT out all over the room.

The one last video screen left intact shows an image of a row 
of cells within a corridor...opening automatically.

INT. ASYLUM CORRIDOR - TWILIGHT

An ALARM is blaring all throughout the asylum.

Every door to every cell is wide open and the INMATES are 
taking full advantage of it.

The corridor is filled with Inmates on the loose.  Running 
around.  Hanging from lights.  Terrorizing the NIGHT STAFF.

Dr. Crane ENTERS spraying the Phobizac gas from the gun.

Each Inmate that attempts to charge up to him is overcome 
with fear and retreats back.

Dr. Crane casually walks through the chaos, unharmed.

INT. EDWARD'S CELL - TWILIGHT

While COMMOTION can be heard outside, Nygma remains.

Dr. Crane ENTERS and stands in the doorway.

                        DR. CRANE
        Edward Nygma, I presume.

Edward makes no move, yet remains by the window, looking out.

                        EDWARD
        I am normal.

                        DR. CRANE
        I'll certainly do my best to change
        that. I'm Dr. Crane, your new
        psychiatrist.

EXT. POLICE HEADQUARTERS - ROOFTOP - NIGHT

James Gordon is heading for the Batsignal, followed closely 
by Sarah Essen.

                        SARAH
        Commissioner, the police can handle
        this matter. We don't need them.

                        JAMES
        Batman and Robin are familiar with
        Arkham. If there's a problem, they
        can help.

                        SARAH
        But, Commissioner --

                        JAMES
        Captain, we're on a clock here.

INT. WAYNE MANOR - LIVING ROOM - NIGHT

Bruce Wayne sits in a high backed chair, reading.  In the 
b.g. is a large bay window, framing the darkness of night.

THE BATSIGNAL

Bruce looks up from his book.  Even with his back to the 
window, he knows.

He rises, CROSSES the room to enter...

HALLWAY

Bruce stands before the ordinary-looking closet door as Dick 
Grayson joins him.

                        BRUCE
        Are you ready?

                        DICK
        Let's do it, chief.

The door opens.  The interior of the closet swivels to reveal 
a stairway leading down into...

INT. BATCAVE

Bruce and Dick rush down the stairway and into...

INT. COSTUME VAULT

They ENTER.  Bruce walks to the left.  Dick, to the right.

QUICK CUTS of pulling on gloves with fins, tightening utility 
belts, donning capes.

INT. BATCAVE

Stepping out of the Costume Vault, Batman and Robin are 
ready.

Alfred, in tuxedo, waits nearby as the Batmobile rises up 
from a platform below.

The Dynamic Duo jump in.

                        ALFRED
        Do try and avoid anymore speeding
        tickets.

                        BATMAN
        I'll keep it under ninety.

The jet engine IGNITES, shooting them forward down the long 
tunnel.

EXT. ARKHAM ASYLUM - NIGHT

The gates are wide open.

INMATES are free to roam about.  Some wander aimlessly while 
others are making a run for it.

POLICE try to contain them.  One JUNIOR DEPUTY is overcome by 
a GRUESOME INMATE who seizes his shotgun.

Two SHOTS fire from behind.  Gruesome Inmate turns to 
Commissioner Gordon, pistol smoking.

                        JAMES
        This charade is over. Give up the
        gun, now.

Gruesome Inmate grins wide, showing off his rotten gums.

                        SARAH (O.S.)
        The Commissioner gave you an order.

Gruesome Inmate turns the other way to see Sarah Essen with 
her pistol trained on him.

                        SARAH
        I suggest you follow it.

Gruesome Inmate smiles even wider, pumping the shotgun for 
his next blast.

From the sound of a JET ENGINE approaching fast, everyone 
freezes.

The Batmobile rockets towards them down the forest road.

EXT. BATMOBILE - MOVING

The rocket-ship-on-wheels races closer.

Robin is "surfing" on the hood, twirling a bola over his 
head.  He lets it go.

EXT. ARKHAM ASYLUM - NIGHT

The bola flies through the air and tags Gruesome Inmate on 
the forehead knocking him to the ground.

Gordon and Essen round up the other Inmates as the Batmobile 
roars through the gates.

Robin leaps off performing a flying jump kick to TARGET 
INMATE.

As Robin lands, BEGGING INMATE falls to his knees.

                        BEGGING INMATE
        Please, don't hurt me! Please!!

FOOTSTEPS grind over pavement from somewhere behind.
Begging Inmate gets up to turn and almost runs into Batman.

Begging Inmate faints out of fear.

James Gordon hurries over.

                        JAMES
        We've got things out here pretty
        much contained.

                        BATMAN
        Then Robin and I will go in, do 
        some house cleaning.

INT. ARKHAM ASYLUM LOBBY - NIGHT

The Dynamic Duo ENTER.

Darkness surrounds them concealing SCAMPERING footsteps.

Batman takes out a flashlight, turns it on to see COWERING 
INMATE huddled up in a corner.  Nearby is Dr. Howard.  Their 
eyes are full of fright.

                        ROBIN
        This is my kind of night.

                        BATMAN
        Watch yourself. Not all may be so
        tame.

Suddenly, AIRBORN INMATE drops from the giant chandelier 
above and lands on Robin.

LOONY INMATE lunges at Batman from behind with a knife.

Batman jerks his elbow back hard into Loony Inmate's sternum.  
Next, Batman snaps his fist upward, breaking the nose and 
will of Loony Inmate.

Robin, with Airborn Inmate still on his back, charges 
backwards until smashing Airborn Inmate into the wall.  The 
Boy Wonder throws him off and then karate chops down over the 
Inmate's neck.

INT. ASYLUM CORRIDOR - NIGHT

Some INMATES cower.  Other INMATES bounce off the walls.

Batman and Robin walk through ready for a fight.  No one 
attacks.

                        ROBIN
        I dontt get it. Why isn't anyone
        jumping for our throats?

                        BATMAN
        I'm not sure. Could be that someone
        already came through here. 

                        ROBIN
        Whoever it is deserves a big pat
        on the back.

EXT. TERRORLAND FUNHOUSE - NIGHT

All is quiet and normal outside.

INT. TERRORLAND FUNHOUSE - NIGHT

A laboratory.  Shelf upon shelf of chemical beakers and odd 
scientific aparatus.  Jar after jar of brain samples.

Dr. Crane is mixing chemicals.  Creating Phobizac.

In the b.g. is Edward Nygma, sitting in a chair, still a 
prisoner to the straight jacket.

Slowly, Edward contorts his body with amazing flexibility, 
slipping his arms free of the straight jacket.

                        DR. CRANE
        Get a whiff of this stuff.
                (silence)
        A little humor, Edward, would do
        well to break the ice.
                (still silence)
        You do speak, don't you, Edward?

                        EDWARD
        I was once a god, y'know.

                        DR. CRANE
        Yes, a genius in the making. I've
        read all about your exploits. You
        were quite a hit. That's why I've
        taken you in.

                        EDWARD
        It's all gone. Bye-bye. I'm nothing.

                        DR. CRANE
        Nonsense! It's all there. It's
        just a matter of how you see 
        yourself.

Crane CROSSES to a closet as Edward watches on, curious.

                        DR. CRANE
        Maybe your problem is with Edward
        Nygma, Mr. Fifteen Seconds of Fame.
        A nobody. A loser.

You can see each remark cutting into Edward.

                        DR. CRANE
        So what, I say! Ed is dead. It's
        time you start looking like...the
        Riddler!

The closet door comes open to reveal the familiar lime green 
costume covered in question marks.

Edward's eyes sparkle.  The first shred of happiness the guy 
has had in years.

MINUTES LATER

Dr. Crane stands facing the empty closet, waiting.

                        DR. CRANE
        Well?

                        EDWARD (O.S.)
        Just a sec...I'm missing something.

Crane reaches into the closet and pulls out the signature 
question mark cane.  He tosses it to...

THE RIDDLER, who catches and kisses it.

                        RIDDLER
        I must say, Jonny-boy, your therapy
        works wonders. Better than my 
        psychic friends, anyway.

FOLLOW Riddler around the lab, spinning his cane.

                        RIDDLER
        I feel great! Stupendous! Like a
        prince --

                        DR. CRANE
        Of puzzles!

                        RIDDLER
        A king --

                        DR. CRANE
        Of conundrums! My boy, welcome back
        to the land of the stable psyche.

Riddler stops short, wary of a deal about to be made.

                        RIDDLER
        What's it going to cost me?

                        DR. CRANE
        My, you are a keen one.

                        RIDDLER
        I may have lost my memory, but I'm
        not exactly riding the little yellow
        school bus here.

Crane CROSSES to the black cage, now sitting on a table.  He 
throws the sheet off to reveal the SCREECHING bat.

                        DR. CRANE
        Now, you're going to help me with
        my therapy.

                        RIDDLER
        A master of fear afraid of a little
        winged rat?

Crane grimaces.  Blushes.

                        DR. CRANE
        It's not the rodent variety so much
        as the one in black rubber, I'm
        afraid. I need you to get him.

                        RIDDLER
        Kill the bat? Huh! Step in line.

                        DR. CRANE
        Not kill. Not before I've had my
        fun with him. I am a scientist after
        all. There must be tests. Formal
        study. And after I have peeled away
        any and all inner defenses and broken
        his will...you may have him.

Crane moves in close to gain his sympathies.

                        DR. CRANE
        But, as I said, I need you Riddler.

                        RIDDLER
        I need you, Riddler! I need you,
        Riddler! Please...my sophomore
        effort must have much more flair
        than that.

                        DR. CRANE
        Wait and see what I've cooked up
        for the big event. It's a scream.

Riddler is already heading for the stairs.

                        DR. CRANE
        Where do you think you're going?

                        RIDDLER
        Leave the questions to me, doc.

                        DR. CRANE
        But, your therapy!

Crane grabs a syringe of Phobizac and moves toward him.

                        DR. CRANE
        It mustn't stop now. You've come
        so far. Without it, your chances
        of successful re-assimilation into 
        society are slim at best. You're
        going to need medication.

Crane holds up the hypo.

                        RIDDLER
        Are you sure? I mean, isn't there
        like a pill I could swallow instead?

Riddler backs away as Crane moves closer, hypo ready.

                        RIDDLER
        Whatever happened to talking our
        feelings out? Y'know, something
        intimate? Did I ever tell you 
        about the time my fourth grade  
        teacher made me --

                        DR. CRANE
        Sorry, Ed.

                        RIDDLER
                (suddenly hostile)
        Hey! Ed's dead, remember?

Riddler swings out the cane to knock the hypo from Crane's 
hand and then swats him over the head.  He's out cold.

                        RIDDLER
        But his smarter, better looking,
        evil twin brother is back in town,
        so MAKE WAY!

EXT. ARKHAM ASYLUM - NIGHT

Inmates are all rounded up by Police and escorted back 
inside.

Dr. Howard is being wheeled out on a stretcher.

                        DR. HOWARD
        The sky is falling! The sky is...

James Gordon and Sarah Essen watch him get shut up inside the 
Ambulance.

Batman and Robin approach, handing over a videotape.

                        BATMAN
        Commissioner, you better have a 
        look. Video footage from the 
        surveillance cameras.

                        SARAH
        We have people who collect evidence,
        thank you.

                        BATMAN
        The control room had been pretty
        much destroyed. We pieced together
        what was left.

                        SARAH
        And I'm sure you took the liberty
        to make a copy for yourselves.

Robin holds up their videotape.

                        ROBIN
        Who would consider us detectives
        if we hadn't?

                        JAMES
        If you three are finished --

                        BATMAN
        Yes, what we have here is definitely 
        a calculated breakout.

                        JAMES
        Any idea who?

                        BATMAN
        The answer will soon be known...

                        ROBIN
        Whoever is left unaccounted for.

INT. TERRORLAND FUNHOUSE - NIGHT

Dr. Crane's eyes flutter open as he slowly comes to.

He is in the straight jacket and strapped inside the Funhouse 
car, sitting on the tracks.

The dark tunnel is up ahead.

                        DR. CRANE
        What the devil?!?

                        RIDDLER
        Flattery will get you nowhere, my
        good doctor.

Riddler is kicking back behind the Control Board, reading 
from Dr. Crane's personal journal.

                        DR. CRANE
        Put that down!

Riddler tosses the book aside, holds up the broken hypo of 
Crane's.

                        RIDDLER
        Very interesting stuff. What did
        you call it? Phobizac? What is
        that, like Prozac for overly happy
        people?

Crane writhes in the straight jacket.

                        DR. CRANE
        It is...experimental.

                        RIDDLER
        Make that, just plain mental.

                        DR. CRANE
        It is completely within the
        professional regime of my field.
        Fear is an emotion, like any other,
        that can be controlled...treated
        with chemicals.

Riddler licks the end of the needle.

                        RIDDLER
        Well, it sure ain't a new formula
        for Coke. Only one way to find out...

Riddler looks over the Control Board switches.

                        RIDDLER
        Taste test!

He yanks the lever to begin the ride.

The Funhouse car jerks forward.

TUNNEL

Dr. Crane fights with the straight jacket, trying desperately 
to get free.

Darkness.  The car stops before the skull-face door.  Crane 
winces in anticipation before the Phobizac gas finally comes 
spraying out, consuming him.

The skull door opens and the car continues in...

Dr. Crane begins breaking out in a downpour of sweat.  His 
eyes begin to bulge larger and larger, almost bursting as he 
SCREAMS in terror.

TERRORLAND

In reality, just a long, dark tunnel.  But, under the 
influence of Phobizac, riders experience their most inner 
fears under the guise of an amusement park.

Dr. Crane SCREAMS as images flash hauntingly all around him.

The SCREECHING bat's cry multiplied in the hundreds.

The bat CRIES fade to leather wings FLAPPING in the wind.

                        DR. CRANE
        No! Stay away!!

A shadowy figure is falling towards him.  Closer and closer.

The shadowy figure is almost upon him when we realize it is 
actually a BATMAN from many years ago.  Monstruous and 
horrific.  A black leathery cape and dual-pointed cowl over a 
gray costume.  The all black bat symbol.  The ensemble comes 
together in a beast-like quality.

Crane's inhibitions are swallowed whole by the fear that has 
now spread its cape out above him.

Strengthened through terror, the doctor breaks free of the 
straps and jumps from the car as it moves down the tracks.

                        DR. CRANE
        Get away from me! Get away!!

He runs down the dark tunnel, the bat CRY in pursuit, the 
flapping WINGS.

FOLLOW Crane as he jumps headlong, crashing through the wall 
of the tunnel, falling clear onto the other side.

OTHER SIDE

The entrance to Terrorland with all the macabre decor.

Dr. Crane is huddled on the floor.  Shaking.  Quivering.

As the bat CRIES fade away, Crane risks a look.

DR. CRANE - POV.  The ominous Scarecrow hangs on the wall 
overhead, staring down at him.

END POV

                        DR. CRANE
        Scared...scared away. The bat was 
        scared away...by a scarecrow.

TUNNEL

Riddler makes his way down the dark tunnel.  He stops at the 
large hole in the wall and peers through.

                        RIDDLER
        Jonny-boy, I've had a change of
        heart. This fear stuff could be
        the next big trend in Gotham.

He steps through the hole.

OTHER SIDE

Riddler ENTERS.

                        RIDDLER
        I'd like to consider a truce...

He steps passed the Scarecrow on the wall.

HOLD on the Scarecrow as white slits for eyes suddenly blink.  
A grin then stretches wide behind the mask.  It raises in the 
air the reaper blade fastened in its grip and slices it into 
the wall a hair above Riddler's head.

Riddler freezes in his tracks, not wanting to turn and face 
what is immediately behind him.

SCARECROW removes himself from the wall.

                        SCARECROW
                (casually)
        Boo.

Riddler SCREAMS and starts to run until Scarecrow throws a 
hangman's noose around Riddler's neck.  With the rope wound 
over a ceiling beam and down the other side, Scarecrow gives 
a pull and lifts Riddler up in the air.

Riddler kicks his feet, GAGGING for breath.

Scarecrow kicks the prop-coffin down in place on the floor 
and then releases his hold on the rope.

Riddler falls down into the coffin and takes a breath for his 
next scream.

                        SCARECROW
        Shhhh...don't be such a scaredy
        cat. This isn't for you.

Scarecrow uses the reaper blade to carve into the lid of the 
coffin, out of sight.

Riddler rises up, straightens himself to regain some dignity.

                        RIDDLER
        I knew that.
                (a beat)
        So...neat costume. Does it itch?

Scarecrow ignores him and continues to carve.

                        RIDDLER
        Alrighty, then...do you mind if I ask
        what the occasion is? I haven't
        been keeping up with the holidays.

                        SCARECROW
        Do you know what a scarecrow does
        all day and all night?

                        RIDDLER
        I'd guess...scares crows?

                        SCARECROW
        You jest, but really...He wards off
        pests through the use of fear.
        Consider me Gotham City's own
        personal Scarecrow, master of fear!
                (a beat)
        The pest in this case just so 
        happens to have an eight foot 
        wingspan.

Scarecrow turns the coffin lid around so that his carving 
comes into view.

COFFIN LID.  "Batman  R.I.P."

Riddler jumps out of the coffin, rejuvenated.

                        RIDDLER
        Riddle me this, then, oh master.
        What is to one a thorn and to
        another, a splinter?

                        SCARECROW
        A common enemy. Batman, our foe.

                        RIDDLER
        A dead foe.

                        SCARECROW
        A frightened foe first. And a city
        left shaking in its foundation.

EXT. WAYNE MANOR - DAY

Glorious morning sunshine hits the Wayne residence.

A Jeep pulls up the drive towards the mansion.

INT. WAYNE MANOR - DAY

Dick comes trampeling down the staircase, backpack around his 
shoulders.

Alfred is at the landing.

                        ALFRED
        Running late this morning, Master
        Dick?

                        DICK
        These nights are killing me.

                        ALFRED
        They can be taxing on the system,
        I know. It took Master Bruce many
        years before giving up on sleep
        altogether. I don't recommend it.

From the door, the DOORBELL rings.  Dick opens it to...

Sarah Essen, looking somewhat lost.

                        SARAH
        Hi! You must be --

                        DICK
        Going. Sorry, lady. See ya, Al.

Dick dodges passed her and out the door.

                        SARAH
        Well, I don't suppose Mr. Wayne
        is around? It's police business.

                        ALFRED
        He had gone riding this morning,
        but I'm sure...you could catch him.

EXT. WAYNE STABLES - DAY

Alfred steadies a gray Arabian mare while Sarah awkwardly 
climbs into the saddle.

Alfred slaps the mare to get her going.  Nothing happens.

                        ALFRED
        Come now, girl, don't be so stubborn.

                        SARAH
        Here, let me try.

She pulls from a holster her revolver and FIRES a shot at the 
sky.  The mare immediately races off in a gallop leaving 
Alfred behind.

EXT. WAYNE ESTATE - DAY

Breathtaking countryside rolling up and down over endless 
hills.

Bruce Wayne charges across the landscape riding atop a black 
Thoroughbred.

Coming up fast in the b.g. is Sarah on the Arabian mare.  
Bruce finally notices.

                        BRUCE
        I'm sorry, officer, was I speeding?

                        SARAH
        Failure to signal a lane change.

                        BRUCE
        You mean like this?

Bruce puts his hand out and leads his horse off into another 
direction, galloping away faster.  Sarah bears down and 
charges after him.

After some distance, she catches up.  Bruce eases the 
Thoroughbred up next to her mare.  Sarah has already become 
the expert rider.

                        BRUCE
        I didn't know Chicago PD had a 
        cavalry unit.

                        SARAH
        I never mentioned Chicago to you...

                        BRUCE
        Must be the wind in your hair, I
        guess. What brings you out here?

                        SARAH
        I wish I could pretend it was for
        a good reason.

                        BRUCE
        Don't sweat it. It's not often I
        have a riding partner. Dick won't
        ride anything without wheels.
                (a beat)
        I take it you're here to inform me
        that Edward Nygma has escaped from
        Arkham?

                        SARAH
        You're very well informed, I have 
        to say.

                        BRUCE
        And also that my life may be in 
        danger?

                        SARAH
        Listen, Mr. Wayne --


                        BRUCE
        Bruce.

His gaze captures her, if only for a brief moment.

                        SARAH
        Bruce...the Commissioner doesn't
        want to take any chances on this.
        He wants you under police protection.

                        BRUCE
        Way out here?

                        SARAH
        Here and in town. Wayne Enterprises.
        There's no telling where Nygma may
        strike.

                        BRUCE
        Now just hold on a second --

                        SARAH
        He insists.

                        BRUCE
        I run a pretty fast paced lifestyle.
        You know a cop who can keep up?

                        SARAH
        Try me.

Bruce is speechless as Sarah's mare trots away.

FOLLOW Bruce as his horse trots up to Sarah's.  The two head 
back to the stables.

                        SARAH
        It's a favor for Jim, so don't get
        all heady on me.

                        BRUCE
        Of course not.

They exchange quick sideway glances.

                        BRUCE
        I'll be attending the Mayoral
        Banquet this evening, so I guess
        that means you'll be joining me?

                        SARAH
        Just about the whole police force is
        scheduled a night off to be there, so
        yes, I guess I'll be joining you.

INT. WAYNE MANOR - LATER

Bruce stands at the window, looking out as she drives away.  
Alfred passes by in the b.g.

                        ALFRED
        Sounds like a pleasant evening.

                        BRUCE
                (dreadfully)
        Yeah, I got a date.

                        ALFRED
        A change in evening wear will be
        most welcome. Is there a problem?

                        BRUCE
        My date hates me. She just doesn't
        know it yet.

EXT. TERRORLAND FUNHOUSE - DAY

A gathering of crows have perched around an upstairs window 
until a man's hideous GAWKING scares them away.

INT. TERRORLAND FUNHOUSE - BEDROOM - DAY

Bathed in yellows from the sun.  Scarecrow throws a curtain 
closed to darken the room.

                        SCARECROW
        Wretched beasts.

                        RIDDLER
        I need some light here!

Riddler is croutched over a desk.  After Scarecrow reopens 
the curtains, the light shines upon the desk where a riddle 
is being pasted together.

                        SCARECROW
        God only knows why you insist on
        forewarning the police of our crime.

                        RIDDLER
        Back off. We need the publicity.

                        SCARECROW
        Have you called together your goon
        squad yet?

                        RIDDLER
        In time, my straw-brained friend --

Scarecrow gets in RiddlerÍs face.

                        RIDDLER
        You like to scare people, right?
        Then trust me. After tonight, the
        people of Gotham will be without
        their beloved Commissioner.

                        SCARECROW
        No police. Next, no Batman. Then
        darkness will replace daylight and
        fear will be as plentiful as the
        air we breathe!

                        RIDDLER
        It's nice to see a man who really
        cares about his work.

                        SCARECROW
        Hey, I'd do it for free.

INT. BATCAVE

Bruce in tuxedo, sitting at the Computer Station, watching 
video footage salvaged from Arkham Asylum.  Dick watches over 
his shoulder.

INSERT MONITOR

The footage shows Dr. Crane, but unrecognizable under his 
coat and hat.

                        DICK
        Someone from the outside, but who?

Bruce pauses the video on Crane's likeness and rises.

                        BRUCE
        Perhaps an acquaintance Edward Nygma
        made while inside Arkham. Otherwise,
        why wait so long to spring free?

                        DICK
        Well, who among the rogues gallery
        are listed active duty?

Alfred ENTERS, interrupting their brainstorm.

                        ALFRED
        Sir, the young lady has arrived. And
        if I may say, is looking quite --


                        BRUCE
        I'm sure she is, Alfred. Thanks.
                (a beat)
        Alright, you two. Remember, no
        parties and no strangers in the
        house.

                        ALFRED
        Must you always bring that up?

                        DICK
                (to Bruce)
        What about you and the Captain?
        She doesnÍt hold too rosy of an
        opinion for your alter ego.

Bruce heads up the stairs.

                        BRUCE
        I'm leaving him at home tonight.

EXT. BANQUET HALL - TWILIGHT

High class up and down the steps.

VALETS anxiously await the next knock-out ride, that is, 
until Sarah's Jeep pulls up.  She steps out with not a trace 
of her day job in such a stunning dress.  Bruce Wayne takes 
her by the arm.

INT. BANQUET HALL - TWILIGHT

The wait to get inside.

Bruce and Sarah walk past a sign that reads, "DEPOSIT 
FIREARMS HERE."

Sarah removes her revolver from someplace unimaginable, hands 
it to the SECURITY GUY.

                        BRUCE
        What's going on?

                        SARAH
        All part of the Mayor's fear of the
        radical fringe and the black tie 
        affairs they attract. Feel safe?

                        BRUCE
        You may be unarmed, Miss Essen, but
        that dress is just as effective. 

The smile that melts.

                        SARAH
        Ah, that Wayne charm I have been
        warned about. A bit over-rated if
        you ask me.

                        BRUCE
        For you, I'll double my efforts.

Bruce and Sarah emerge from the entrance into the...

DINING HALL

Table to table of police, politicians, and people.

Jim Gordon and his wife, BARBARA GORDON, wave them over to 
their table.

                        BRUCE
        Jim...Barbara, nice to see you.

                        BARBARA
        Hello, Bruce --

                        MAYOR (O.S.)
        Well, Gotham's finest are all here!

MAYOR RICHGIN gives Bruce a slap on the back.  The 
billionaire playboy regards him with a hint of disdain.

                        BRUCE
        Mayor Richgin...

                        MAYOR
        Bruce Wayne, you cannot leave
        tonight without a photo op. The
        last one in the papers we had 
        together shot my poll numbers 
        through the roof.

                        BRUCE
        Well, I --

                        SARAH
        Go ahead, I'll cover you from here.

Bruce gives her the evil eye before being led away.

INT. BANQUET HALL - UPPER FLOOR - NIGHT

A lone NIGHT WATCHMAN patrols the floor, WHISTLING a tune.

A shadow passes by in the b.g.  The Watchman is oblivious.

Scarecrow leaps out, startling the Watchman.  Before he can 
get to his gun, Scarecrow holds his fist out.

A skull-faced ring on Scarecrow's finger shoots red gas into 
the Watchman's face: Phobizac gas.

The toxen begins its routine.  The Watchman breaks out in mad 
fits of paranoia and he immediately SCREAMS in fear.

                        SCARECROW
        Now, that's my kind of tune.

WATCHMAN'S FEAR

Hundreds of creepy, crawly spiders are covering him from head 
to toe.

                        WATCHMAN
        Get 'em off! Get 'em off!!

REALITY

He SCREAMS, scratching and swatting at his uniform.  He spins 
round and round in panic, perilously close to the window.

The Watchman crashes through the glass and plunges to his 
death on the street far below.

Scarecrow walks to the window to look upon the body.

                        SCARECROW
        No fear of falling for this one.

INT. BANQUET HALL - NIGHT

The photo op between Mayor Richgin and Bruce Wayne is growing 
tiresome for the billionaire playboy.

                        MAYOR
        Just one more.

They pose for the picture just as something catches Bruce's 
eye.

A MESSENGER delivers an envelope to Commissioner Gordon.

                        ANNOUNCER (O.S.)
        Ladies and gentlemen, if I could
        have your attention please.

The photo snaps, the flash blinding Bruce for an instant.

                        MAYOR
        Sorry, Bruce.  That's my cue.

Mayor Richgin heads up to the stage to take the microphone.

                        MAYOR
        Thank you one and all. Thank you.

Gordon turns his attention from the envelope to the Mayor.

                        MAYOR
        I gotta tell you...being Mayor of
        Gotham City would be an impossible
        task if it were not for the work of
        one man...

Bruce is fixated on that envelope.  He half pushes his way 
back to the table.

                        MAYOR
        One man who has given twenty-five
        years of impeccable service to this
        city.

Bruce makes it to the table.  Eyes the envelope.

                        MAYOR
        Commissioner James Gordon, get on
        up here!

The crowd CHEERS and CLAPS.  All rise as Gordon reluctantly 
makes his way up to the stage.

All rise except Bruce.  He snatches the envelope and opens 
it.  Slowly, he pulls out what he had expected:

A RIDDLE (#1 to be inserted later).

Bruce reads it carefully, then looks up at Gordon on stage.

                        JAMES
        It's hard for me to believe that I
        was a rookie cop that long ago. These 
        days, I look in the mirror and
        think closer to forty or fifty years ago.

LAUGHS from the crowd.  Gordon continues.

Sarah picks up on Bruce's discomfort.

                        SARAH
        What's the matter?

                        BRUCE
        This came for Jim. Guess who...

THE DOORS

Open.  The Riddler ENTERS, dressed in a green and purple 
three piece suit covered with black question marks, the derby 
on top.  He spins his cane, closing the door behind him.

                        RIDDLER
        Consider this my RSVP!

The crowd GASPS, turning around in their seats to see him.  
All of a sudden, Riddler's equally color-schemed GOON SQUAD 
bust in to seal off all exits.

                        RIDDLER
        Please continue, Mr. Commissioner.
        I believe the next part of your
        speech was about the falling crime
        rate in Gotham City.

Bruce gets to his feet as Riddler is passing his table.

                        BRUCE
        Don't start this again, Edward --

                        RIDDLER
        I'm sorry? Who?

                        BRUCE
        C'mon, the mask hides nothing. We
        know who you are...what you are...

Riddler whacks Bruce over the head with his cane.  He falls 
to Sarah's feet, unconscious.

                        RIDDLER
        What do you know about masks? You
        can get back to me on that one.

                        JAMES
        Alright, Riddler, you have our
        attention. What do you want?

                        RIDDLER
        All good things come to those who
        wait, percent of sale makes good
        bait.

Riddler opens the head of his cane, presses a button that 
triggers PHOBIZAC GAS to shoot out of the air vents, 
circulating throughout the dining hall.

CHAOS ensues.

Gordon steps back to draw his pistol, but he too was unarmed.

Scarecrow drops from the rafters above, armed with a pistol 
of his own.  Holding Gordon hostage, he takes the microphone.

                        SCARECROW
        Citizens of Gotham, you have nothing
        to fear,...but fear itself!

He forces Gordon out through the back of the stage.

Meanwhile, Riddler and the Goons are now wearing gas masks, 
going about the hall looting pockets and purses from helpless 
victims of Phobizac.

Bruce finally comes to on the floor.  Sarah is down with him, 
as is Mayor Richgin.

                        SARAH
        Are you alright?

                        BRUCE
        I'm breathing.

                        SARAH
        Well, don't. The air is filling with
        some kind of toxen. I'm getting the 
        Mayor out of here.

She pulls up her dress and takes a small pistol hidden under 
a garter belt.

                        BRUCE
        That'll keep a date in line.

                        SARAH
        You stay out of sight. I'll be back.

She kisses him hard on the lips, then grabs the Mayor and 
they make a run for it, pistol BLAZING.

Bruce crawls under the table where he is unseen and activates 
the communicator on his watch.

Alfred's face appears on the watchface.

                        ALFRED
        I do hope this means you'll be 
        staying out past curfew.

                        BRUCE
        Sorry to let you down, Alfred.
        We've got trouble.

INT. BANQUET HALL - STAIRWAY - NIGHT

Scarecrow leads Gordon up towards the roof.

                        JAMES
        You're all alike. What is it with you
        crazy bastards? Batman --

Scarecrow pistol-whips Gordon across the face .

                        SCARECROW
        Don't!...call me crazy.

INT. BANQUET HALL - DINING HALL - NIGHT

The gas has disappeared leaving shear PANDEMONIUM in its 
place.  The crowds under the influence either thrash about in 
panic or cower in fear.

Riddler and the Goons unmask, go about collecting their loot.

Bruce Wayne emerges from under the table, makes a run for an 
exit.

Goon PUZZLED jumps out and grabs him.  Bruce drives his knee 
so far up into Puzzled's gut, the breaking bone echoes.

Goon twins, PING and PONG take hold of Bruce and hold him up 
as Riddler appears.

                        RIDDLER
        Bruce Wayne, leaving without his
        woman? What will people think?

                        BRUCE
        You're sick, Edward.

                        RIDDLER
        I guess this means I won't be
        getting my old job back.

                        BRUCE
        Consider yourself a victim of
        corporate downsizing.

                        RIDDLER
        Always the victim. Now, it's your
        turn.  Have a taste of the scarey
        stuff.

Ping and Pong hold tight to Bruce as Riddler brandishes a 
hypo of Phobizac.

                        BRUCE
        Looks like a bad trip to me.

                        RIDDLER
        C'mon, Brucie. Everybody's doing
        it.

As Riddler moves closer, Bruce uses Ping and PongÍs hold for 
momentum to rise up and kick Riddler hard in the face.

Bruce drops to the floor with his legs out in the splits.  
Sweeping them back, Ping and Pong are toppled.

EXT. BANQUET HALL - NIGHT

Bruce Wayne hurries down the steps to the street where a 
Rolls Royce is speeding by with the back door wide open.

Bruce dives inside and the Rolls rounds a corner and pulls 
into an empty alley behind the Banquet Hall.

INT. ROLLS - NIGHT

Alfred is in the front keeping watch out the window as Bruce 
changes in the back.

                        BRUCE
        Where's Robin?

                        ALFRED
        Coming along shortly.

Something is driving towards them.  They look out...

The Batmobile roars up towards the Banquet Hall.  The canopy 
opens and Robin emerges giving them a "thumbs up."

EXT. BANQUET HALL - ROOFTOP - NIGHT

Perched on a ledge high above the alley is Scarecrow, holding 
James Gordon hostage very near the edge.

Batman and Robin swing onto the roof.

                        BATMAN
        Watch your step, stranger. One
        slip and I might not catch the
        both of you. Would you like to
        guess which one I miss?

                        SCARECROW
        Don't play me like your average
        criminal card, Batman. I'm in a
        deck all my own.


                        ROBIN
        Hate to spoil your fun, but you
        don't have much of an escape route.

                        SCARECROW
        Then step aside, Boy Wonder. Your
        mind is of no interest to me.
                (to Batman)
        But, yours, on the other hand.

Batman's eyes narrow.  Something familiar here.

                        BATMAN
        I'm here now.

                        SCARECROW
        But, what would our show be without
        a cliffhanger? Tune in later. Same
        bat-time. Same bat-channel.

                        BATMAN
        Who are you?

                        SCARECROW
        I am the Scarecrow...fear me and fly!

He aims his pistol at them and FIRES off several shots, 
forcing them to scatter.

                        SCARECROW
        Fly! Fly away!

He sets Gordon off balance and disappears by taking hold of a 
drain pipe and sliding down.

Gordon teeters on the edge for a moment until falling over 
the side.

Batman rushes to the edge, his reach just missing him.

As Gordon falls towards certain doom...

Batman speaks into his communicator.

                        BATMAN
        Batmobile...air bag!

STREET

On command, a compartment on the Batmobile's roof explodes 
and a gigantic air-bag cushion in the shape of the batsymbol 
inflates over the car.

Gordon lands perfectly and safely on the air-bag.

INT. BANQUET HALL - NIGHT

The chaos is reaching its boiling point.

Goon HANGMAN is chasing a SCREAMING WOMAN across the room.

A rope drops from above, wrapping around Hangman's body.  He 
is yanked up in the air to swing back and forth as a punching 
bag in a gym.

Robin swings down from above to kick Hangman with enough 
force to send him swinging in another direction.

Batman swings down next to kick Hangman. The rope gives and 
the goon falls to the floor like a rock.
 
The Dynamic Duo stand their ground before more goons.

Robin pulls from his belt a twelve inch rod.  Goon TETRIS 
steps up to him with a chair in his hands as a weapon.

                        TETRIS
        You better run on home, kiddie. I
        think I hear mommy calling.

Robin smiles cocky, twists the rod until it telescopes out 
into a four foot long fighting staff.

                        ROBIN
        Yeah, and she's also always telling
        me not to use violence to solve my
        problems.

Robin attacks with his staff, wailing away at the chair until 
nothing is left in Tetris's hands but a stick.

                        ROBIN
        I never listen.

Robin spins the staff forward, cracking Tetris over the head.

Goon GRAMARYE is running for the door to make an escape only 
to have it blocked by Batman.

Gramarye throws one punch, a mild stun if that. The next 
second, Batman open-palms the goon up the nose, sending him 
down for the night.

A FRANTIC SOCIALITE running out collides with Batman.

                        SOCIALITE
        The fire's raging! So hot! Got
        to get out!

                        BATMAN
        There's no fire! Listen, there is no --

The Frantic Socialite passes out anyway.

Robin rejoins Batman.

                        ROBIN
        Riddler's not here.

                        BATMAN
        We have to find him. He's our only
        connection to this Scarecrow and
        the mayhem they've created.

EXT. BANQUET HALL - ALLEY - NIGHT

An E.M.T. sees to James Gordon being taken up into an 
Ambulance on a stretcher.

FOLLOW the E.M.T. around to the door of the driver side.

Sitting behind the wheel is Riddler and by his side is 
Scarecrow.

                        RIDDLER
        I promise I'll only take it around
        the block!

The Ambulance speeds out of the alley and down the street.

INT. BANQUET HALL - NIGHT

The crowds are being tended to by other POLICE that have 
arrived.  Apprehended Goons are taken into custody.

Batman emerges behind Sarah Essen who is now fully in-charge.

                        BATMAN
        Colorful characters we have in
        Gotham. Wouldn't you say, Captain?

                        SARAH   
        If you're waiting around for a medal
        of honor you can forget it.

                        OFFICER (O.S.)
        Captain Essen!

An out of breath OFFICER rushes up to her.

                        OFFICER
        They got away with Gordon!

Batman's cape flies up as he rushes off.

INT. TERRORLAND FUNHOUSE - NIGHT

Darkness.  Blurred vision begins to focus.

JAMES GORDON - POV.  Riddler and Scarecrow stare down at him.

                        SCARECROW
        Wake up like a good boy. That's it.

END POV

Gordon is wearing a straight jacket, strapped into the 
Funhouse car sitting on the tracks.

                        JAMES
        What the hell is going on?

                        SCARECROW
        And ruin the surprise? The rush
        that comes at the moment of first
        fright? Sorry, old chap. Cheerio.

Gordon wrestles in his bindings unsuccessfully as Scarecrow 
steps behind the Control Board.  Starts the ride.

Riddler stands by the tracks as Gordon heads down the tunnel.

                        RIDDLER
        We certainly hope you'll enjoy your
        ride on the Terrorland Express. 
        All passengers will receive 
        complimentary thrills and chills
        provided by the master of fear
        himself, Mr. Crow.

                        SCARECROW
        That's SCARE-crow.

Gordon can be heard SCREAMING.

                        RIDDLER
        I think he figured that part out.

Scarecrow jumps about in delight.

                        SCARECROW
        I want more.

                        RIDDLER
        More?

                        SCARECROW
        Yes, more. More fear spread 
        throughout the populace. Citizens
        cowering in helplessness. Law
        enforcement too scared to help.
                (a beat)
        Let's really give it to them first.
        Then...trap the bat and destroy
        the man.

LAUGHS diabolical mix with SCREAMS of terror.

EXT. GOTHAM CITY STREET - NIGHT

The Batmobile SCREECHES to a stop.

INT. BATMOBILE - NIGHT

                        BATMAN
        Anything on the scanners?

Robin's eyes remained glued to the monitor as he shakes his 
head "no."

Batman slams his fist down on the steering wheel.

                        ROBIN
        Who is this Scarecrow?

                        BATMAN
        I don't know. But, he's not going to
        enjoy being among my rogues gallery.

EXT. POLICE HEADQUARTERS - DAY

Crowds of REPORTERS armed with cameras and microphones.

Mayor Richgin and Sarah Essen step up to a podium.

                        MAYOR
        Good morning. I'm assuming most
        everyone had a sleepless night, so
        I'll make this brief.

Reporters lean in closer to get this.

                        MAYOR
        Following last evening's kidnapping
        of Commissioner James Gordon, it is
        my duty to appoint a temporary
        replacement to see to his safe return.
        I can think of no one more capable
        of stepping in than Captain Sarah
        Essen.

A rush of picture snaps and INQUERIES.

                        MAYOR
        Let me present Commissioner Sarah
        Essen.

Sarah steps up to the podium to field questions.

INT. WAYNE MANOR - DAY

Dick sits glumly watching the television.  The scene from 
Police Headquarters as Sarah addresses the crowds.

                        REPORTER
        As Commissioner of Police, what
        tactics will you employ that might
        differ from those of James Gordon?

                        SARAH
        You can expect some changes --

Dick clicks the remote control.

INT. BATCAVE

Dick ENTERS from the stairway, across the platform to...

COMPUTER STATION

Bruce sits before multiple video monitors, each displaying 
the morning's newscast.

                        DICK
        Then I take it you've heard the
        news?

Bruce only nods "yes."

                        ALFRED
        Might this spell trouble?

                        BRUCE
        It could. We'll have to side-step
        the police...despite the fact we're
        all working towards the same end.

                        DICK
        Somebody tell that to Miss Third
        Reich.
                (a beat)
        Any leads on Scarecrow?

Bruce hits some buttons.  The monitors switch to images taken 
from the Arkham Asylum breakout.

                        BRUCE
        This man.

Dick looks closely at the images of Dr. Jon Crane, hidden 
under coat and hat.

                        DICK
        How can you tell?

                        BRUCE
        Judging from this video of the
        subject, I can estimate height,
        weight, and body frame.

Bruce hits some more buttons, changing half of the monitors 
to images of Scarecrow taken from surveillance cameras at the 
Banquet Hall.

                        BRUCE
        My estimates match those of
        Scarecrow, a fairly unique build
        for a man.
                (a beat)
        Those two together with a potent
        weapon like the fear toxen and now
        no one in Gotham is safe. Least of
        all, Jim Gordon.

                        DICK
        Okay, but where does that lead us?

                        ALFRED
        The identity of Scarecrow?

Bruce rises from the chair, complete concentration.

                        DICK
        That's quite a long shot, Bruce.

                        BRUCE
        That's what I thought. But, last
        night on the rooftop...hearing
        Scarecrow's voice triggered
        something in me.

                        DICK
        Gave me nightmares...

Bruce crosses to a cabinet, unlocks and opens it to dust 
flying up everywhere.

                        DICK
        What're you looking for?

                        BRUCE
        A mystery. These are the files
        from unsolved cases, stuff I've
        collected through the years.

He pulls out a plastic bag and sets it on the table.  Inside 
is a well-worn brown top hat, identical to the one worn by 
Dr. Crane in the Arkham video.

                        DICK
                (to the video)
        They're the same hat. Identical.

                        BRUCE
        Ready for your history lesson?

                        DICK
        I skipped my classes for the day, so
        why not.

Bruce begins typing at the Computer, the main monitor pulls 
up screens and screens of data.

                        BRUCE
        This hat was recovered from a case
        I was on back in 1988.

Alfred studies the hat and triggers a memory.

                        ALFRED
        Batman's first case.

Bruce nods "yes" while scanning the data.

                        BRUCE
        Before anyone in Gotham had even
        heard of a Batman. I myself 
        wasn't sure of what I was doing.
        And I made mistakes.

Dick looks up at his mentor with unbelieving naivete.

                        BRUCE
        Well, I never solved the case, did
        I?
                (pause)
        Here it is.

The three of them read off the monitor.  Images of news 
clippings and photographs.

                        BRUCE
        Three professors at GCU were
        murdered in one week's time. All
        were thought to be suicides until
        further investigation. As Batman,
        I anticipated the next target and
        confronted the killer.

                        ALFRED
        I remember. This was also your
        first bullet wound. Ah, the good
        old days...

                        BRUCE
        He got me good alright. But, not
        before I put the fear of god into
        him, as I recall.

                        DICK
        Then you saw him?

                        BRUCE
        No, but I heard his voice. And
        his scream. After the shot, he
        escaped, leaving the hat behind.

                        DICK
        So, if we can solve that case, then
        we might just have something on
        Scarecrow?

                        BRUCE
        Exactly.

INT. COSTUME VAULT - LATER

Dick stands before a glass case.  Inside, the first batsuit 
of cloth, colored gray and black.  Simple and streamlined, 
yet somehow, more frightening.

Bruce ENTERS.

                        DICK
        This was the beginning for you.

                        BRUCE
        Back when fear was my only weapon,
        criminals being a cowardly and
        superstitious lot. That night,
        for the first time...I felt like
        Batman.

INT. POLICE HEADQUARTERS - TWILIGHT

A briefing for the night's patrols, wrapping up.  Sarah Essen 
is at the head of the room.

                        SARAH
        So, lets get out there and find our
        man.

The room becomes a buzz of energy.  Sarah disappears into her 
office.

INT. COMMISSIONER'S OFFICE - TWILIGHT

Sarah shuts the door behind her, enclosed in darkness.  A 
window is open, the wind blowing the shades around.

She sits at her desk and turns on a small lamp.  There on her 
desktop is the latest RIDDLE (#2 to be inserted later).

A word-search puzzle she has been trying to crack for hours.

                        SARAH
        I'm going to beat you, Riddler.

                        BATMAN (O.S.)
        Like some help?

She jumps up from her seat as Batman emerges from a shadow.

                        BATMAN
        I only came to --

                        SARAH
        Save it! I've just added breaking
        and entering to a very long list of
        charges.

                        BATMAN
        Commissioner, Gotham City hasn't
        the time for us to do battle over
        ethics.

                        SARAH
        You want ethics? Do society a favor
        and turn yourself in. It's obvious
        that all the Riddler or Scarecrow
        want is you.

                        BATMAN
        He sent another riddle, didn't he?

                        SARAH
        And as Commissioner of Police, I 
        intend to beat him at his own game.

                        BATMAN
        Good intentions won't save lives.
        I know the Riddler. Let me help.

                        SARAH
        You want to help? Fine...

Sarah turns away and pretends to reach for the word-search 
puzzle, but instead, grabs her revolver.

Spinning around, her pistol cocked back...

Batman is gone.  Only the shades blowing around in the wind.

                        SARAH
        Damn.

She crosses to the window to look out.

                        SARAH
        Why does Gordon put up with you?

EXT. ROOFTOP - TWILIGHT

Overlooking the city.  Not far off, Police Headquarters.

Robin sits hunched over a small portable computer monitor.  
The screen displays an image of the word-search puzzle from 
the Commissioner's office.

Robin uses a lightpen to circle the words.

A shadow swings across the b.g.  Batman lands on the roof.

                        BATMAN
        Did you get it?

                        ROBIN
        Yeah, nice shot.

                        BATMAN
        And the puzzle?

Robin circles the final words.  The riddle comes together.

                        ROBIN
        Bingo.

INT. MAYOR'S HOUSE - NIGHT

The front door kicks in and Batman ENTERS, followed by Robin.

                        BATMAN
        Mr. Mayor?

They walk through carefully.

                        MAYOR (O.S.)
        Up here, B-Batman.

The Dynamic Duo race up the staircase.

INT. MAYOR'S STUDY - NIGHT

The den.  Two chairs face each other before a CRACKLING fire.  
Seated in one is Mayor Richgin, seemingly calm, but hiding an 
inner sense of urgency.

Batman and Robin ENTER.

                        ROBIN
        Looks like we beat the Riddler here.

They move closer to the Mayor.

                        RIDDLER (O.S.)
        Y'know, Batman...

They walk around to see that seated in the chair opposite 
Mayor Richgin is the Riddler, armed with a pistol.

                        RIDDLER
        ...you really outta have the kid's
        head examined. He's none too bright.

Robin is about to charge when Batman puts a steady hand on 
his shoulder.

                        BATMAN
        That's what he wants you to do,
        Robin. Isn't that right?

                        RIDDLER
        Right or wrong, left or right, who's
        to say in the dead of night?

All eyes fall on Mayor Richgin, who can no longer hold in his 
fear as sweat gleams in the glow of the fire.

                        MAYOR
        D-don't come any closer! He's not
        fooling around any.

                        RIDDLER
        Wise words, Batman. One step
        further and the mayor's campaign
        seat is gonna get hot.

Riddler rises from the chair and heads toward an open window.

                        RIDDLER
        Here's a little something to occupy
        your time. Play nice!

He tosses an object which Robin catches and then is out the 
window.

EXT. MAYOR'S HOUSE - NIGHT

Riddler jumps from the roof to land on a trampoline on the 
ground, which sends him flying up and over a stone wall 
fence.

INT. MAYOR'S STUDY - NIGHT

Robin holds in his hands a Rubik's Cube, the colored squares 
mixed and matched.

Batman drops down to inspect under the Mayor's chair.

                        ROBIN
        Aren't we gonna go after him?

BATMAN - POV.  Under the chair, a bomb has been wired, set to 
the springs so as to go off should any movement in the chair 
be detected.  To speed things along, a detonator ticks down.

                        BATMAN
        No, I think he really wants us to
        play.

END POV

Batman rises up, looking at the Rubik's Cube in Robin's hand.

                        MAYOR
        He was m-messing with that thing
        while I sat in the chair.

                        ROBIN
        A Rubik's Cube?

                        BATMAN
        A remote deactivation device for 
        the bomb the Mayor is now sitting
        on. Can you beat it?

Robin starts twisting and turning the cube, trying to line up 
the six sides into their respective colors.

                        ROBIN
        I hate politics.

Batman heads for the window.

                        BATMAN
        Don't wander off, Robin. There's
        a perimeter sensor on the bomb to
        make sure you stay close.

                        ROBIN
        Oh, thatÍll build the confidence.

Batman leaps out the window.

EXT. MAYOR'S HOUSE - NIGHT

Batman drops out of the window and down.  He lands on the 
trampoline and springs up and over the fence.

INT. MAYOR'S STUDY - NIGHT

Robin is hard at work, twisting the Rubik's Cube.  Mayor 
Richgin is on edge, looking to take his mind off the danger.

                        MAYOR
        S-so, are you old enough to vote?

Robin ignores him and keeps at it on the puzzle toy.

EXT. WOODED LOT - NIGHT

A heavy fog amidst the trees bare of leaves.

Batman glides through like a phantom, stopping every so often 
to stay on the trail.

From behind a tree, goon PACMAN lashes out with an axe.  His 
heavy swing is slow enough for Batman to duck under.

The Dark Knight thrusts his fist into Pacman's gut and then 
takes hold of the goon's arm and spins him into a tree.

Batman moves on.

EXT. CEMETERY - NIGHT

Rolling hills covered in fog are pierced by hundreds of 
tombstones rising up.

Batman makes his way around.  Searching.

Goon JACK OF SPADES sprints from one tombstone to another.

To hunt him down, Batman leaps up on top of an angel of mercy 
statue that stands over a recently dug up grave.  Suddenly, 
the statue begins to teeter-totter.

Before Batman can jump free, Goon ACE OF CLUBS topples the 
angel statue, sending it and Batman down into the open grave.

GRAVE

The angel statue shatters the coffin and Batman falls down 
inside to lie next to a ROTTING CORPSE.

CEMETERY

Jack of Spades and Ace of Clubs stand over the open grave, 
quickly dousing it with gasoline.  A match is lit and 
dropped.

Just as a giant fireball erupts, a batrope comes shooting out 
and lassos around a tree branch hovering overhead.

Batman comes jumping up, kicking out both goons at the same 
time.  Jack of Spades and Ace of Clubs fall to the ground as 
Batman jumps free from the raging pit of fire.

Stepping out into the open, Batman is startled by headlight 
beams that fall upon him as a speeding Hearse is CHARGING 
towards him.

Batman leaps to the other side of the path, ducking behind 
two tombstones erected together.

BULLETS come shooting after him, richocheting off the granite 
that shields him.  The Hearse roars passed with the MAD 
LAUGHING of Scarecrow and the Riddler fading with it.

When it is safe, Batman emerges.

He steps around to the front of the tombstone that saved his 
life.  By the light of the moon, the names inscribed can be 
read: "THOMAS WAYNE AND MARTHA WAYNE."

Batman lowers his head for a moment, his fingers touching the 
names, and is then off again into the night.

INT. MAYOR'S STUDY - NIGHT

Seconds ticking down.  The Mayor is almost crying.

Robin is frantically twisting the pieces of the Rubik's Cube 
to match up.  He is close now.

A COMMOTION is coming up the stairs.  POLICE burst into the 
study, led by Sarah Essen.

                        ROBIN
        It's about time you showed up.

                        SARAH
        Step away from the Mayor!

He continues working the Cube.

                        ROBIN
        'Fraid I can't do that.

Sarah unholsters her revolver.

                        SARAH
        Apprehend him.

Three Police run at and tackle Robin to the floor.  The Cube 
falls from his hands and rolls across the floor out of the 
perimeter sensor's range.

                        ROBIN
        Head for cover!

The bomb POPS first and then FIZZES.  The Mayor freezes in 
his chair as Phobizac gas shoots up from underneath.

Robin breaks free from the Police and removes his cape.

He tackles Mayor Richgin off the chair, wrapping his face 
inside the cape to protect him from the gas.

Sarah heads for safety as some Police are hit by the gas and 
break out in paranoia.

She covers her face and runs through the gas to where Robin 
had Mayor Richgin.  The Boy Wonder is nowhere to be found.

INT. WAYNE MANOR - BRUCE'S BEDROOM - DAY

Bruce stares out a window, not appearing well today.

The NEWS blares out from a t.v. set in the b.g.

                        ANCHORWOMAN
        Medical officials have been working
        around the clock in an effort to
        reverse the effects of the fear
        toxen unleashed upon Gothamites
        in recent nights.
                (a beat)
        Meanwhile, Police Departments have
        yet to give up hope on the return
        of James Gordon. Last night --

Alfred switches the t.v. set off.

                        BRUCE
        No ransom.

                        ALFRED
        I beg your pardon, sir?

                        BRUCE
        There was no ransom demand on
        Gordon. They're waiting for me,
        Alfred. Sarah Essen was right.
                (a beat)
        Did Dick go to class?

EXT. GOTHAM CITY UNIVERSITY - DAY

A sprawling campus within the city, the sign in the f.g.

INT. GCU LIBRARY - DAY

Dick Grayson sits down at a microfiche projector.  He begins 
feeding film into the machine that brings up images of past 
issues of the Gotham Globe newspaper.

He stops at a headline: "Killer Stalks GCU Professors."

                        DICK
        Alright, let's earn some brownie
        points.

MONTAGE

Dick studying frame after frame of film with news items, 
writing down notes of names, dates, and places.

He stops to look over all that he has copied down.

                        DICK
        Murders made to look like suicides.
        All were professors of psychology.

INT. GCU PSYCHOLOGY DEPARTMENT - DAY

An office of PROFESSOR HOWE.  Shelves of books, stacks of 
papers.  Wall to wall with photos and degrees.

                        PROF. HOWE
        So, you're with the student paper?

Dick sits on the other side of Howe's desk.


                        DICK
        That's right. But, if I'm lucky, this
        could get picked up by the Globe.

                        PROF. HOWE
        Oh! Well, what can I do for you?

                        DICK
        I'm doing a follow-up story on the
        psychology department. Says here you
        went through a major faculty change
        back in '88, '89...Anything you can
        comment on about the progress today?

                        PROF. HOWE
        Let's see now...

The Professor reaches back to take a photograph off the wall.

INSERT PHOTOGRAPH.  A group shot of the entire psychology 
department from 1988.

                        PROF. HOWE
        Always helps me remember stuff. Gotta
        see all who was there.
                (a beat)
        Oh, yes. Now I --

Strain begins to show around Professor Howe's eyes.  He hands 
the photo to Dick.

                        PROF. HOWE
        I can't believe I had forgotten. You
        see, there are four faces missing
        from that picture...

He pauses awhile to remember.  Dick secretly pulls out the 
list of names he had written.

                        DICK
                (innocently)
        Why's that?

                        PROF. HOWE
        If you weren't a student here then,
        you probably wouldn't remember...the
        murder spree...Jesus, kid, nothing
        like a trip down memory lane...

The Professor reaches back for another photograph and hands 
it to Dick.

INSERT OLDER PHOTOGRAPH.  Another group shot, this one more 
crowded.  The year reads 1987.

                        PROF. HOWE
        Three from our department...Litman,
        Larose, and Muth. They were all
        murdered. Very carefully done, too.
        It about closed us down.

                        DICK
        And the fourth?

Howe looks up in odd bewilderment.

                        DICK
        You said there were four faces
        missing from the picture?

                        PROF. HOWE
        Oh, yeah...

He leans over his desk to point out a face from the 1987 
group photo.

                        PROF. HOWE
        Jon Crane. But, he wasn't murdered...
        the quack...He was fired.

INT. GORDON'S HOUSE - DAY

DOORBELL ring.

Barbara Gordon opens the front door where Bruce is standing.

                        BRUCE
        Hi, Barbara.

                        BARBARA
        Bruce...oh, please, come in.

INT. LIVING ROOM - DAY

Barbara sits looking out the window while Bruce sips tea.

                        BARBARA
        I just don't know anymore. Jim's
        too old to go through an ordeal
        like this...

Bruce sets his cup down and takes her hand.

                        BRUCE
        He's a good man. There are people
        out there who will not stop until
        he comes home safely.

                        BARBARA
        Not with the way police are handling
        things.

                        BRUCE
        Oh?

                        BARBARA
        Don't get me wrong. She's a fine
        Commissioner. I know Jim would
        want her to take over like this.

She turns back to look Bruce straight in the face.

                        BARBARA
        But, it's like he always says...
        they don't play by the rules, so
        how can we? What this city needs --

She can't go on, stirring up the emotions of the Dark Knight.

                        BRUCE
                (close to Batman voice)
        He'll be home soon.

EXT. GORDON'S HOUSE - DAY

Bruce walks back to his Jaguar just as a Jeep drives up 
behind.  Sarah gets out, yet Bruce stays by his car.

                        SARAH
        I know what you're thinking. Gotham
        PD can't seem to keep up with you...

                        BRUCE
        I understand things are busy. You
        don't need this right now.
                (a beat)
        Any news on Gordon?

She shakes her head "no."

                        BRUCE
        What are you doing here, then?

                        SARAH
        I thought I'd check up on Barbara.

                        BRUCE
        Can I offer some advice?  Stay away?

                        SARAH
        Well, thank you Mr. Humanitarian,
        but I can handle my own social calls.

                        BRUCE
        Sarah, you have to understand, your
        position is getting less and less
        temporary with each day that passes.
        To her, you're just another reminder
        that he might not be coming home.

                        SARAH
        Right now, I am the only thing that
        can bring him home.

                        BRUCE
        From what I hear you have other
        options to explore.

                        SARAH
        I think I know where this is going.
        You, this town, and the whole good
        ol' boy club of a police department
        that can't make a move unless it's
        behind some psychologically disturbed
        masked avenger. Y'know, Bruce...you
        are right. I don't need this. 

Sarah stomps back to her Jeep, drives off, leaving Bruce 
alone beside his Jaguar.

                        BRUCE
        She didn't seemed to mind me being
        a psychologically disturbed billionaire.

He slumps down into the driver seat, adjusts the rearview 
mirror so that only his eyes are visible.  He is disturbed.

INT. TERRORLAND FUNHOUSE - DAY

The bat cage is empty, the door to it, wide open.

                        RIDDLER (O.S.)
        This...is...delicious!

Riddler and Scarecrow sit at a table.  Fine dining.

                        RIDDLER
        Absolutely scrumptious. You must
        tell me the recipe.

                        SCARECROW
        Nothing secret in the sauce. Just
        a nice, plump bat fully cooked to
        perfection.


                        RIDDLER
        And not many calories, either.

Riddler crosses to the steel bars that enclose James Gordon 
in his cell.  A man utterly defeated, left cowering in the 
darkest corner.

                        RIDDLER
        Would you like a wing or a leg?
        What, lost your appetite?
                (a beat)
        Hey, Scarecrow, let's juice him up
        with some more Freud-roids. He's
        starting to regain his color.

                        SCARECROW
        I'm afraid his ticker might not be
        up for it. And god, how I hate the
        smell!

                        RIDDLER
        So, we sit and wait. Wonderful!
        I should probably tell you my
        criminalogical clock is ticking.
        
                        SCARECROW
        Patience, my friend. Time is not
        our enemy. Tonight, we strike.

INT. BATCAVE

Bruce is hunched over a microscope, adjusting the power.

                        BRUCE
        Put it up Alfred. I think I have it.

Alfred fires up the monitor over the Computer Station.  It 
lights up displaying the microscopic images of blood cells.

                        ALFRED
        Not quite there, I'm afraid.

Bruce backs away discouraged.

                        BRUCE
        Whatever toxen Scarecrow has utilized 
        for his fear drug is untraceable. 
        None of these blood samples can 
        support it for longer than a few hours.

                        ALFRED
        Perhaps an anti-toxen can be made
        from a direct sample of the fear drug?

                        BRUCE
        Over-the-counter Phobizac? Who's 
        your pharmacist?

                        DICK (O.S.)
        Wrong field.

Bruce and Alfred turn to see Dick hurrying down the stairs.  
He throws his backpack down.

                        DICK
        Try academia.

Dick pulls out the group photo from 1987, points to the man 
who is Dr. Crane.

                        DICK
        His name is Dr. Jonathan Crane. Used
        to be a professor at GCU awhile back.
        

Bruce studies the picture close.  The man's build.  His face.  
He looks up at Dick with pride.

                        BRUCE
        What's his story?

                        DICK
        Only the University resident expert
        on fear back in the eighties. Until
        he was fired for...questionable 
        teaching methods.

                        BRUCE
        I bet he didn't like that.

                        DICK
        Extremely disgruntled. Not long
        thereafter, the murders began, no
        one ever having made the connection
        with their own ex-colleage.

                        BRUCE
        Nice work, detective.

                        DICK
        There's more. Who's up on their
        foreign languages?

Dick takes out photocopies of newspaper from Brazil.

                        ALFRED
        Reports from Brazil. Sudden fear
        breaks out in outlying villages.

                        DICK
        Guess where the good doctor found
        work after getting the axe?
                (a beat)
        Crane must have been testing his
        new drug on the villagers. All of
        the symptoms found in the attacks
        in Gotham are identical to those
        reported cases in Brazil.

                        BRUCE
                (reading)
        Unprovoked irrational hysteria.
        Some marked by cowering, others 
        by extreme violence.

                        DICK
        We've got our Scarecrow.

Bruce sits down at the Computer Station, begins typing.

                        BRUCE
        All we need now is to find Dr. Crane.

Suddenly, a telephone RINGS.  The bat-phone lights up.

Bruce stops working.

                        ALFRED
        Commissioner Gordon's private line,
        sir.

Bruce picks up the receiver.

                        BRUCE
                (as Batman)
        Go ahead.

INT. POLICE HEADQUARTERS - TWILIGHT

Amidst the usual hustle, a DEPUTY is tucked away in a corner, 
hiding a telephone.

                        DEPUTY
        The commish would have my butt on
        a hot iron if she found out what I'm
        doing.
                (a beat)
        We got another riddle today.

EXT. GOTHAM INTERNATIONAL RACEWAY - NIGHT

Racing fans flood the gates, entering the stadium.

High above the bright lights of the stadium is the GOTHAMYEAR 
BLIMP, circling.

EXT. STADIUM - NIGHT

Open air bleachers surround an asphalt race track.  In the 
stands, hundreds of RACING FANS await the starting flag.

SERVICE AREA

Stock cars are getting last minute tune-ups.

CAR #23 sits unattended, the driver's helmet resting on the 
hood.  From below the car, Scarecrow rises up and looks 
around to see that no one is around.

He drops a vile of Phobizac into the helmet and disappears.

A moment later, RODDY MCCLURE, driver of Car #23, enters to 
take up his helmet and climb inside his stock car.

RACE TRACK

Car #23 pulls into position with the other cars.  The line up 
of racers REVVING their engines.  Waiting.

INT. CAR #23 - NIGHT

Roddy fastens the final strap of the helmet under his chin, 
ignorant of the red mist that is seeping down over his face.

He shakes his head to clear things up.

EXT. STADIUM PRESSBOX - NIGHT

Two ANNOUNCERS sit before their micropohones, doing the pre-
race hype.

Positioned on the rooftop of the Press Box, high above the 
crowds is Scarecrow.  He waits, delighting in the moment that 
is about to come.

RACETRACK

The green flag flies and the race begins with each stock car 
speeding off.

                        ANNOUNCERÍS VOICE
        They're off, ladies and gentlemen,
        and by the looks of it, we're gonna
        have one heck of a race tonight.

The swarm of cars has dispersed as they jockey for the front 
position.

Car #23 is really moving fast, sliding in and out of lanes.

INT. CAR #23 - MOVING

Roddy looks all around him, jerking at the wheel.  Through 
the face mask, sweat drips from his brow.  His eyes are 
unblinking, locked on the track.

EXT. RACE TRACK - NIGHT

Stock cars round a corner.

Roddy's Car #23 SLAMS into another car causing it to veer 
off, CRASHING into the wall.

Crowds GASP yet are dazzled at the same time.

INT. CAR #23 - MOVING

Roddy's eyes are wide with terror, experiencing full blown 
panic here.

                        RODDY
        I can't get away! They're all over! 

EXT. RACETRACK - NIGHT

Roddy's car swirves across three lanes, edging another car 
into the wall to CRASH.

                        ANNOUNCERÍS VOICE
        Is that Roddy McClure in Car #23
        causing a bit of trouble?  I'm
        afraid so, folks. Frankly, we're a
        bit surprised. His track record is
        spotless...up until now.

EXT. PRESSBOX ROOFTOP - NIGHT

Scarecrow watches in delight at the mayhem below.

The Gothamyear Blimp makes another pass overhead.  Scarecrow 
looks up at it and gives a "thumbs up."

                        ANNOUNCER'S VOICE
        Wait a second, racing fans...

EXT. RACE TRACK - NIGHT

Roddy's Car #23 jerks across a lane, causing two other cars 
to SKID OUT across the tracks, smoke billowing up.

                        ANNOUNCER'S VOICE
        Who's this joining the competition?

The Batmobile breaks through the smoke and speeds down the 
track.

                        ANNOUNCER'S VOICE
        While Roddy McClure retains the lead,
        racing newcomer Batman is gaining
        fast.

Loud CHEERS breakout from the crowd.

EXT. PRESSBOX ROOFTOP - NIGHT

Scarecrow's eyes are locked on the race, though unimpressed.

                        SCARECROW
        What a guy.

INT. BATMOBILE - MOVING

Batman is behind the wheel while Robin monitors the computer.

                        ROBIN
        Car twenty-three is up ahead. Watch
        it, Batman, he's all over the place.

EXT. RACETRACK - NIGHT

The Batmobile FIRES up the jet engine, shooting it down the 
track.  As it reaches Car #23, it slows to match its speed.

                        ANNOUNCER'S VOICE
        It's neck and neck now...

Car #23 rounds a corner, just missing a pit crew.

INT. BATMOBILE - MOVING

                        BATMAN
        Take the wheel.

Batman hits a button that rotates the dashboard so that Robin 
now has the steering wheel.

                        BATMAN
        Get in close and keep it tight.

EXT. BATMOBILE - MOVING

The canopy slides open.

Batman climbs out and reaches over towards Car #23

RACETRACK

FOLLOW the Batmobile as it inches closer to Car #23.

Car #23 RAMS into the side of the Batmobile.  At this very 
moment, Batman pulls himself over into the speeding stock 
car.

As the Batmobile pulls away and SCREECHES to a halt, Car #23 
hits an embankment and flips several times until CRASHING 
into an empty section of bleachers.  Flames shoot up from the 
engine.

Robin jumps out of the Batmobile and runs towards the burning 
wreckage.

                        ROBIN
        Batman!

WRECKAGE

Enshrouded in cape, Batman emerges carrying an unconscious 
Roddy McClure.

RESCUE TEAMS hose them down, take McClure to a stretcher.

Batman and Robin meet up.

                        ROBIN
        And you get on my case for taking
        chances! We need to talk, buddy!

                        BATMAN
        Later. First, we've got to --

                        SCARECROWÍS VOICE
        Let's hear a big round of applause
        for that Dynamic of Duos, Batman
        and Robin.

They turn to look.

Scarecrow has the microphone from the Press Box up on the 
rooftop.

                        SCARECROW
        Never have there been two braver
        fellows. Until tonight I'm afraid...

Scarecrow tosses a Phobizac gas bomb into the crowds below.

In the b.g., swooping down towards him is...

The Blimp.

INT. BLIMP COCKPIT - NIGHT

Crowded into the cockpit is the Riddler with Goon triplets, 
TIC, TAC, and TOE and THREE NAMELESS GOONS all standing ready 
with machine guns shaped like question marks.

                        RIDDLER
        We've got room for one more!

EXT. BLIMP - MOVING

Swoops low enough for Scarecrow to grab onto a rope-ladder 
hanging from the bottom.

The Goons lean out of the Blimp Cockpit and OPEN FIRE.

EXT. RACETRACK - NIGHT

Batman and Robin jump clear of the gunshots that grind up 
pavement.

The Blimp passes by overhead and heads away from the stadium.

                        ROBIN
        Batman, look!

Robin points upward to the stadium's giant electronic 
billboard which displays a RIDDLE (#3, to be inserted later).

                        ROBIN
        A diversion. This wasn't their
        real target after all. But --

                        BATMAN
                (realization)
        My god...it's in the Blimp. The
        fear gas is in the blimp. They're
        going to unleash it on the city.

                        ROBIN
        Friday nights are pretty packed.
        If that gas is let out...

                        BATMAN
        We won't let it happen.

In the b.g., the Phobizac gas bomb has spread the toxen 
throughout the stadium. SCREAMS of panic and irrational fear 
breaks out among the racing fans.


                        ROBIN
        This is getting ugly.

                        BATMAN
        Alright, partner, take the Batmobile
        and follow that Blimp. Hold off on the
        action until I arrive. In the meantime,
        I'll control the crowds here.

                        ROBIN
        But, how will you catch up?

                        BATMAN
        Bats are born to fly, remember?

Batman activates the communicator.  BEEPS.

                        ALFRED'S VOICE
        Reading you loud and clear, sir.

                        BATMAN
        How's about giving the Batcopter a
        test run?

EXT. GOTHAM CITY SKYLINE - NIGHT

The bright lights of Gotham City.

Crossing in the f.g. is the runaway Gothamyear Blimp.

                        SCARECROW (V.O.)
        I am too happy.

INT. BLIMP COCKPIT - MOVING

Scarecrow is with his cohorts now.  Riddler and the Goons.

                        SCARECROW
        Too happy for my own good.

                        RIDDLER
        You think you're smiling now, wait
        until the big unveiling...

Riddler unveils what is under a blanket in the rear of the 
cockpit: an intricate explosive device wired to a mainframe 
computer.  The monitor displays a question mark, just a 
button away from a riddle that, if solved, will disarm the 
explosive.

                        RIDDLER
        My latest creation!

Scarecrow inspects it, his temper starting to rise.

                        SCARECROW
        You fool! Batman can't survive
        this. There'll be nothing left of
        him for me to destroy.

                        RIDDLER
        A little soft on the outside, yes,
        but think of the rewards of a world 
        where men are men and bats are for
        scaring women and children. And don't
        forget about our little airy cargo.
        It'll be Gotham's greatest gas attack!

Scarecrow gets close into Riddler's space.

                        SCARECROW
        The deal was for you to --

                        TIC
        Bat on four wheels, down below!

                        RIDDLER
        Ya gotta love the guy's persistence.
        Marching to the beat of his own
        death.

EXT. STREET - NIGHT

With the Blimp cruising overhead, the Batmobile races through 
the streets, tracking its flight.

INT. BATMOBILE - MOVING

Robin is behind the wheel.  He checks the tracking computer.

Suddenly, a WARNING SIGNAL begins to sound.

                        ROBIN
        Uh-oh.

He jerks the wheel hard to the right just as a bomb hits the 
street outside, EXPLODING close to the Batmobile.

Another WARNING SIGNAL.

EXT. STREET - NIGHT

Another bomb EXPLODES on contact with the street, this one on 
the other side of the Batmobile.

INT. BLIMP COCKPIT - MOVING

Riddler leans out of the cockpit holding out a "bag of toys."

                        RIDDLER
        Mr.E shoots yet another air-ball.
        Wait a second...he's on the rebound.

INT. BATMOBILE - MOVING

Another WARNING SIGNAL is followed by a bomb EXPLODING even 
closer, rocking the speeding Batmobile.  Pavement chunks come 
bouncing off the canopy.

Robin grabs the communicator.

                        ROBIN
        Batman, come in.

                        BATMAN'S VOICE
        Go ahead, Robin.

                        ROBIN
        Request permission to blow these
        creeps out of the sky.

                        BATMAN'S VOICE
        Denied. Maintain course.

The WARNING SIGNAL sounds again...

The bomb EXPLODES directly within the Batmobile's path.

Chunks of pavement fly up as the Batmobile plunges into the 
bomb's crater and crashes to a halt.

EXT. BATMOBILE - NIGHT

Sitting broken in the crater, the canopy opens.  Smoke pours 
out.  Robin emerges, COUGHING his way out.  He grabs the 
communicator, looking up at the escaping Blimp.

                        ROBIN
        Un, Robin to Batman...Course is 
        presently un-maintainable.

INT. BLIMP COCKPIT - MOVING

Riddler does a celebration dance.

                        RIDDLER
        Slammm dunk for two!

                        SCARECROW
        Make that one.

Riddler joins Scarecrow at the window, looking back at the 
Batmobile crash site.

                        RIDDLER
        Boy Wonder has lost his thunder.

                        SCARECROW
        And Batman can't be far behind.

EXT. STADIUM - NIGHT

A frenzy of RACING FANS under the influence of Phobizac.

A CRAZED MAN is about to attack a WOMAN, his eyes dripping 
with paranoid delusions, until a hand comes out of nowhere 
and grabs him by the collar.

Batman holds him up.

                        BATMAN
        You'll understand in the morning.

He punches the Man out.

                        SARAH (O.S.)
        This is the police! Everybody freeze!

Commissioner Essen and several POLICE in riot gear approach.

                        SARAH
                (points to Batman)
        Stay where you are!

Sarah pushes her way up the stadium.  When she reaches 
Batman's position, he is gone.

DEPUTY HAWK-EYE points upward.

                        DEPUTY HAWK-EYE
        There, Commissioner!

EXT. PRESSBOX ROOFTOP - NIGHT

Batman waits as the wind begins to whip about.

From above, the BATCOPTER lowers, its blades, silent in 
motion.  Batman climbs in from the underside.

INT. BATCOPTER

The systems cast a glow upon Batman's black suit.  He buckles 
in and adjusts the controls.

A video monitor shows Alfred with the Batcave in the b.g.

                        BATMAN
        I have it now, Alfred.  Thanks.

                        ALFRED
        Happy flying, sir.

EXT. STREETSIDE - NIGHT

A Taxicab sits idle at the curb.  Through the windshield can 
be seen the TAXI DRIVER, about to take a bite out of dinner.

A pair of legs land on the hood.  The Taxi Driver freezes, 
food half hanging out of his mouth.

The legs belong to Robin, standing on the hood.

                        ROBIN
        I need a lift.

INT. TAXICAB - NIGHT

The food is still hanging over the Taxi Driver's chin when 
Robin gets into the back.


                        ROBIN
        Follow that blimp.

The Taxi Driver just sets down his dinner and throws up his 
hands in a surrendering "what the heck."

He puts it in gear and PEELS away.

INT. BLIMP COCKPIT - MOVING

Riddler is checking over his riddle-bomb while Scarecrow 
keeps one eye on the Blimp's course and one eye on his 
partner-in-crime.

                        SCARECROW
        Leave it alone. We're approaching
        our destination.

Riddler gets up, his cane in Scarecrow's face.

                        RIDDLER
        Chill out, hay-brain. You're worse
        than my mother.

Scarecrow whips up his pistol.

                        SCARECROW
        You could use a good spanking!

                        RIDDLER
                (coy)
        Tease.

Just before an eruption of temper, something catches their 
eyes outside the Blimp.

Through the cockpit windows can be seen the Batcopter, flying 
alongside and maintaining its speed with them.  Batman smiles 
at them from the Batcopter cockpit.

Scarecrow turns to the window and begins SHOOTING, bullets 
punching through the glass.

                        RIDDLER
        Now that you're seeing things my
        way...
                (to Goons)
        Clip that bird's wings!

Tic remains at the controls as Tac, Toe, and the others move 
to the windows and OPEN FIRE.

EXT. SKY OVER GOTHAM - NIGHT

While the Blimp continues its flight, the Batcopter maneuvers 
around to the other side.

GUNFIRE shoots out from all sides of the Blimp cockpit, 
forcing the Batcopter to continue circling around.  A few 
bullets pierce the metal side of the Batcopter.

INT. BLIMP COCKPIT - MOVING

Tic, the Blimp pilot, turns to Scarecrow.

                        TIC
        Target destination up ahead.

                        SCARECROW
        And down below.

Scarecrow hits Tic's hand on the control to direct the Blimp 
downward.

EXT. DOWNTOWN DISTRICT - NIGHT

The busy nightlife.  CROWDS of Gothamites stop to marvel at 
the Gothamyear Blimp which slowly descends toward them.

EXT. SKY OVER GOTHAM - NIGHT

As the Blimp descends into the city, its size allows just 
enough room to squeeze in-between the skyscrapers, forcing 
the Batcopter to maneuver up above the Blimp.

INT. BLIMP COCKPIT - MOVING

Having lost sight of the Batcopter, Riddler points to the 
three Nameless Goons.

                        RIDDLER
        I've just named you the welcoming
        committee. Roll out the red carpet
        and show the man down. All the way
        down.

The Nameless Goons climb from the windows and grab hold of 
loose cables where they quickly climb upward.

INT. BATCOPTER - HOVERING

Batman brings the Batcopter to hover directly over the Blimp.  
He engages the "Auto Pilot" systems and removes the seat 
straps.

EXT. BLIMP - MOVING

Batman hangs from the underside of the Batcopter above and 
then drops down on top of the Blimp.  He steadies himself as 
it descends.

Appearing from three different directions are the three 
Nameless Goons.  Hand-to-hand combat ensues as Batman takes 
them all on.

One by one, they are kicked, punched, thrown, and finally 
defeated. 

INT. BLIMP COCKPIT - MOVING

The remaining villains are preparing to jump ship, opening a 
hatchway in the floor that leads to a rope-ladder which will 
reach the street below.

Riddler runs his hands over the bomb, beginning its count-
down to detonation.  

Handcuffs spring around his wrist, lock tightly, and then the 
other end locks onto the bomb.

Scarecrow smiles wide before Riddler.

                        RIDDLER
        What are you doing?

                        SCARECROW
        You want to see Batman blown to bits?
        I'm giving you the best seat in the 
        house.

                        RIDDLER
        You can't!!

Riddler fights at the cuffs, his face alive with real terror.

Scarecrow uses his pistol to ward off the Goons.  He steps to 
the hatchway and looks back at Riddler.

                        SCARECROW
        Death isn't so bad. Some say it can
        even be...therapeutic. Cheerio!

Scarecrow drops through the hatchway to disappear out of the 
cockpit just as...

The three Nameless Goons fall outside like bungee jumpers, 
their feet wrapped tightly by the ends of the cables.  They 
dangle before the windows and then... 

A dark figure SHATTERS through one of the cockpit windows.  
Batman rises up as Tac attacks.  A powerful kick and the 
villain falls across the floor, dropping through the 
hatchway.

EXT. ROPELADDER - NIGHT

Goon Tac falls from the blimp, SCREAMING.  He knocks 
Scarecrow's balance from the ropeladder.

Scarecrow hangs on tight as the goon falls to his death on 
the street below.

Regaining his foothold, Scarecrow continues climbing down.

INT. BLIMP COCKPIT - MOVING

A machine-gun toting Toe OPENS FIRE.

Batman drops to the floor as bullets whiz overhead to shoot 
up the Blimp's controls, EXPLODING in an array of sparks, and 
electrocuting goon brother Tic with it.

The Blimp dips forward making Toe fall forward through the 
cockpit.

Batman jumps up, thrusting his arm out sideways to "clothes-
line" the goon across the neck.

Riddler fights with the handcuffs while the bomb detonator is 
ticking down to seconds.

                        BATMAN
        Looks like we're all that's left of
        the party, Riddler.

                        RIDDLER
        Please! You've gotta get me out of
        these cuffs!

                        BATMAN
        Not until you deactivate the bomb.

Riddler looks to the computer monitor, pressing the button.

INSERT MONITOR

The question mark gives way to a RIDDLE (#4).  It reads:

"A NECESSARY END."

                        BATMAN
        If the bomb can be deactivated by
        solving the riddle, then give me 
        the answer.

                        RIDDLER
                (torn)
        I can't! You have to solve it.

                        BATMAN
        Edward...no jokes. The answer, now!

Riddler sinks to his knees, as far down as the cuffs allow.

                        RIDDLER
        Riddle me this, Batman...

The clock is seconds away from exploding...

                        RIDDLER
        What is...a necessary end?

Batman jumps in front of the bomb's computer, mind racing.  
He looks down at Riddler, who now has tears streaming down 
his cheeks.

                        BATMAN
        Death is a necessary end.

He quickly types in the letters and the computer monitor 
blinks on and off as the bomb's detonator ceases at :02.

Riddler SIGHS as Batman removes a laser-torch from his 
utility belt and cuts through the handcuffs.

                        BATMAN
        Now, help me stop this thing.

Riddler gets to his feet, like he is going for the Blimp's 
controls, but instead grabs his question mark cane.  Spinning 
around, he CLOBBERS Batman over the head.

The Dark Knight falls to one side of the cockpit.

                        RIDDLER
        Death is a necessary end, Batman.
        But, it's not mine. It's yours.

A click of a button on the cane and a ten-inch blade appears 
in the end.  He maneuvers to make another attack.

Batman rises up as Riddler charges forward with the dagger-
cane.  Batman steps out of the way at the last possible 
moment and Riddler lunges on.

Not stopping, Riddler unknowingly thrusts the dagger-cane 
into the bomb's computer, restarting the detonator to 
continue with :02 remaining.

Batman runs and dives through the cockpit window.

                        RIDDLER
        Et tu, Batman?

EXPLOSION

EXT. BLIMP - NIGHT

A giant FIREBALL.

Batman is thrown through the air from the force.

INT. SKYSCRAPER - NIGHT

The fireball outside SHATTERS every window.

Batman is blown inside and across the floor.

EXT. DOWNTOWN DISTRICT - NIGHT

The crowds are far enough away with the firey explosion of 
the Blimp in the b.g.

A moment later...

Red gas, Phobizac, billows out of the explosion, carried down 
the street towards the crowds.

The Taxicab SKIDS to a stop.

INT. TAXICAB - NIGHT

Robin and the Taxi Driver hold still as they watch the 
Phobizac gas sweeping through the street.

                        ROBIN
        Get down!

They duck for cover.

EXT. DOWNTOWN DISTRICT - NIGHT

The Phobizac gas spreads up and down the street catching all 
the nighttime Gothamites.

Scarecrow escapes down a manhole just before the gas gets to 
him, LAUGHING wickedly as the terror commences.

INT. TAXICAB - NIGHT

The red gas fills the cab.

Robin emerges from the floor of the backseat, a gas mask 
strapped around his face.  He reaches forward to shake the 
Taxi Driver, who goes into a SCREAMING FRENZY.

Robin is forced to leave him in the cab.

EXT. DOWNTOWN DISTRICT - NIGHT

The crowds react in all their own ways to the Phobizac.  
SCREAMS, COWERING, PANIC, VIOLENCE.  Inner fears come alive.

Robin breaks through the red mist, searching.  He activates 
the communicator, all the while looking to the sky.

                        ROBIN
        Batman, come in!

INT. SKYSCRAPER - NIGHT

From underneath wreckage, a bruised and battered Batman 
emerges.  His wrist communicator BEEPS.

                        ROBIN'S VOICE
        Batman, respond please!

                        BATMAN
        I'm okay, Robin. I'm alive.

                        ROBIN'S VOICE
        Good, because we have one hell of
        a crowd control problem down here.

                        BATMAN
        I'm on it.

Another BEEP comes from the communicator.

                        BATMAN
        Go ahead.

INT. BATCAVE - NIGHT

Alfred sits before the computer monitor.  Blinking on the 
screen is an address:

"TERRORLAND FUNHOUSE...731 LOVECRAFT STREET."

                        ALFRED
        Sir, I've been doing a little
        checking up on our Dr. Crane.

                        BATMAN'S VOICE
        I'm listening.

                        ALFRED
        It's an address. Seven thirty-one
        Lovecraft Street. It seems to be
        the location of an amusement park
        of some kind.

INT. SKYSCRAPER - NIGHT

Batman clicks on the communicator.

                        BATMAN
        Robin...change in plans. You're
        on crowd control duty.

                        ROBIN'S VOICE
        Swell.

EXT. SKY OVER GOTHAM - NIGHT

The Batcopter hovering.  The cockpit, empty.  A single rope 
hangs down, whipping about in the wind.

Below is...

EXT. TERRORLAND FUNHOUSE - NIGHT

Batman emerges on the rooftop where the blinking neon sign 
allows enough light to make him visible.  He takes out a 
batarang and whips it through the air. 

CRACK.  The neon sign blinks off permanently.

INT. TERRORLAND FUNHOUSE - NIGHT

Batman ENTERS through a window to total darkness.
He switches on a flashlight.

BEDROOM

All of Crane's photos and drawings of Batman and his villains 
are strewn about.

                        BATMAN
        My fan club.

HALLWAY

Better lit.  Horror props adorn the walls.

Batman walks through carefully.  Attentive.  The wind outside 
makes the whole house CREAK.

He disappears down a staircase.

DOWNSTAIRS

More horror props.  Batman stops all of a sudden at the sound 
of WHIMPERING.

He turns to face the cell that holds James Gordon, alone and 
shivering in a dark corner of the cell.

                        BATMAN
        Jim, hang on. I'll get you out.

Batman takes out the laser-torch to slice the lock.

CELL

Gordon inches back as Batman moves closer.

                        BATMAN
        It's okay...it's me, Jim.

A low, barely audible CHUCKLE echoes under their feet.  
Gordon scrambles like a frightened rabbit.

The entire cell shakes violently, begins to descend through 
the floor.

An escape becomes futile.  The cell is lowered down into...

INT. TERRORLAND TUNNEL - NIGHT

The car is waiting on the tracks for the next rider.

Scarecrow stands behind the Control Board.

                        SCARECROW
        Don't be embarrassed. There's
        nothing wrong with two men sharing
        their most intimate feelings with
        each other.
                (a beat)
        Gordon shared his with me.

Batman jumps out of the cell to face Scarecrow, who has a 
pistol in hand.

                        SCARECROW
        I can tell you he admires you very
        much and even wants to be more like
        you, lord knows why.

                        BATMAN
        That's because James Gordon stands
        for the principles of justice that
        uphold this very society.

                        SCARECROW
        You mean, the same society that
        condones a winged vigilante?

                        BATMAN
        Jealous?

                        SCARECROW
        Professional admiration. You see,
        Batman, I have been waiting for this
        moment for a very long time.

                        BATMAN
        I'd say twelve years is a long wait.

Silence.

                        BATMAN
        That's right, Dr. Crane. I too
        have been waiting for this moment.
        Your killing spree ends tonight.
        Case closed.



                        SCARECROW
        A detective's intellect. Very good.
        I shall enjoy picking through that
        mind of yours. I can only imagine
        the secrets that it possesses.

                        BATMAN
        You want to know my secrets? Is 
        this man's life worth all that?

Batman puts his hands up to remove his cowl.

                        BATMAN
        Here, let me make this easy.

                        SCARECROW
        Stop!

Scarecrow motions towards the car on the tracks.

                        SCARECROW
        Allow me.

INT. TERRORLAND TUNNEL - LATER

Scarecrow lurks up to the car, dangling Batman's utility belt 
two feet away from him.

                        SCARECROW
        Comfy?

Batman is strapped inside the car, a straight jacket wrapped 
tightly over every muscle in his arm and body.

                        BATMAN
        So, this is how the great Dr.Crane
        deals with his fears.

                        SCARECROW
        That and other reasons...for you, 
        who keeps to the shadows, stalking.
        Waiting. Your entire presence sends
        chills up the spine.
                (a beat)
        I want that. As Master of Fear, I
        think I deserve that.

                        BATMAN
        Criminals use fear to paralyze the
        helpless. I use fear to strike back.

                        SCARECROW
        Yes, how entirely uncreative.

Scarecrow is about to turn when Batman tightens up his face, 
his eyes like bullets aimed at Scarecrow.

                        BATMAN
        Have your fun then, Professor. And
        make it last. In Hell, fear will be
        all you can cling to. I'll be waiting.

                        SCARECROW
        See you on the other side.

Scarecrow steps back behind the Control Board, throws the 
lever forward.

Batman starts down the tracks, entering the darkness.

TUNNEL

The car stops before the skull door.

Batman looks around.  Waits.  Suddenly, the Phobizac gas 
comes shooting down, enshrouding him in red mist.

The MAD LAUGHTER of Scarecrow echoes throughout.

The skull doors open and the car enters...

TERRORLAND

Batman's eyes race around in their sockets.  He shakes his 
head in hopes of clearing it.

The skull doors close behind him.

                        BATMAN
        Got to fight! Got to --

A twisted IMAGE of Poison Ivy rises up out of the mouth of a 
Venus flytrap, her lips puckered and dripping with blood.

                        POISON IVY
        One kiss, Batman...and I'm yours.

A flash of white, rushing snow blankets everything, blowing 
in Batman's face.  Cold air rises bringing with it a twisted 
IMAGE of Mr. Freeze, smiling menace, before the car.

Mr. Freeze turns to ice and then SHATTERS upon impact with 
the car.

Batman twists about as the car continues on where the ride is 
split by two color schemes, juxtaposed straight down the 
middle of the tracks.

Standing where the opposites meet is an IMAGE of Harvey Two-
Face standing where the ride ahead is split.

                        BATMAN
        Harvey?

                        TWO-FACE
        Yes, yes, my pointy-eared friend.
        With no second chance at life, your
        death brings true peace of minds.

Another twisted IMAGE lowers from above, blocking out Two-
Face.  Catwoman slinks down to hoist herself up on top of 
Batman.

                        CATWOMAN
        O Batman, Batman. Wherefore art
        thou Batman?
                (a beat)
        Too bad, but...who needs another Mr.
        Nice Guy?

She reaches forth with razor-sharp claws and scratches at 
Batman's face, forcing him to close his eyes.

When he opens them, a twisted IMAGE of Penguin waddles up to 
the side of the car, his umbrella-gun in hand.

                        PENGUIN
        What's the matter? Brain-freeze?
        Let me give you something for the
        pain!

A burst of GUNFIRE explodes and clouds the tracks with gray 
smoke...that changes to purple.

                        JOKER (V.O.)
        Tell me my friend...

Batman shakes his head from side to side.  His eyes wide.

                        BATMAN
        No! It can't be...

An IMAGE OF Joker emerges from the purple smoke, standing on 
the tracks, and pointing a pistol right at him.

                        JOKER
        Have you ever danced with the devil     
        in the pale moonlight? Eh, Batsy?

BAM!  The gun goes off sending the car into what seems to be 
a wild roller coaster with LAUGHS of madness from Joker.

Flashes of brilliant, crazy lights of red, purple, and green.  
Haunting faces of all of Batman's past foes surround the car.

Batman fights violently with the jacket.  His body is tense.  
His eyes, wide with terror.

                        BATMAN
        Stop!!!

Then, the car rolls over a hill, passing into darkness until 
slowing.  A spotlight sweeps to a scene from an alley.

A familiar alley.

                        BATMAN
        Please, no...not this! God, please,
        not this again!!

The IMAGES of Thomas and Martha Wayne reach out for him.  
Horrified and disapointed at the same time.

Two GUN SHOTS ring up and down the alley.

Batman SCREAMS out, all emotion flooding to the surface as 
his parents' blood splatters up.  Their bodies fall to the 
pavement beside the tracks.

                        BATMAN
        Mom...Dad...I'm sorry!!

The car starts up again down the tracks, leaving the scene.  
As it goes, an IMAGE of Bruce Wayne is standing by the 
tracks, smiling with a smoking gun in hand.

Bruce raises the gun and FIRES and FIRES and FIRES at Batman 
until blood splatters back on Bruce's cheek.  And then...

Total darkness.  Something is different.  Batman is no longer 
in the car.  He is lying down.

THUNDER cracks and lightening flashes to allow vision.

Batman is lying in a coffin with the rotting corpses of his 
mother and father.  The coffin lid comes SLAMMING down shut.

Batman thrashes about inside the coffin.  His SCREAM mixes 
with that of a young boy's, his mouth gaping wide open.  
Tears roll down the front of his mask.

In a burst of raw power, Batman jerks, writhes, fights, 
snapping the straight jacket in an explosion of strength.

Batman breaks free and is now back in the tunnel, inside the 
car.  He throws off the jacket and jumps down from the car.

                        ROBIN (O.S.)
        Batman!

He turns to see Robin running at him in the dark tunnel.

                        BATMAN
        Get awaaay!!

On instinct, Batman throws a kick so powerful, Robin is 
thrown back through the air.

As Batman escapes back down the tunnel, Robin puts his weight 
against the wall to get to his feet.  He grabs for his rib 
cage wincing in pain.

INT. TERRORLAND TUNNEL - CONTROL ROOM - NIGHT

The skull doors burst open and Batman, a raging with pure 
violence Batman ENTERS.

His eyes are red hot and spit drips from his gaping mouth.

Several POLICE, who are helping James Gordon, freeze upon 
sight of him.  Sarah has Scarecrow in handcuffs, his mask 
removed revealing his identity as Jon Crane.

Batman SHRIEKS something from the darkest regions of his soul 
that can only be understood as: "I'll kill you."

He lunges forth, knocking Sarah against the wall, leaving 
Crane to the mercy of the mad Batman.

INT. HALLWAY - NIGHT

Wood and plaster come apart as Batman tackles Crane through 
the cheap wall.

The Dark Knight raises his hands up in the air, about to 
crash down on the cowering Crane, when Batman's head goes 
back and his eyes flutter about in their sockets.

Robin stands behind Batman, a hypo from his utility belt in 
his hands.  Batman falls over unconscious.

EXT. TERRORLAND FUNHOUSE - NIGHT

A window SHATTERS and out comes Robin with Batman slung over 
his back.

A rope with a harness lowers towards them.

The Batcopter, on auto-pilot, hovers overhead.

Robin straps Batman in the harness and holds onto it himself 
as the rope winch takes them up into the Batcopter.

Just as they are away, DEPUTY HAWK-EYE rushes to the window 
with his gun up and ready.

                        SARAH (O.S.)
        Hold your fire, deputy.

Sarah steps to the window to watch them escape.

                        SARAH
        They've seen enough action for one
        night.

INT. BATCAVE

INSERT MONITOR

A live news broadcast in the morning with eager REPORTERS 
chasing down Sarah Essen.

                        GUNGO-HO REPORTER
        Commissioner, now that Jim Gordon
        has been rescued, where does that
        leave you?

                        SARAH
        With still a lot of work to do.
        Gordon and the other citizens have
        yet to improve from the effects of
        the fear toxen.

                        PUSHY REPORTER
        Is it true that Edward Nygma was
        included in the list of casualties?

The screen goes blank for a split second, then replaced by a 
microscopic image.  A red chemical.

Alfred is at the lab station peering down a microscope.  Dick 
Grayson sits at the computer, monitoring his work.

                        ALFRED
        This can be done, Master Grayson.
        With the sample from Dr. Crane's 
        lab, it will be possible to concoct
        an anti-toxen to reverse the effects
        of the fear drug.

                        DICK
        I think the damage has already been
        done in Bruce's case.

INT. INNER BATCAVE

A deep recess within the granite.  Shimmering glow from the 
light coming from above.

Drenched in sweat, Bruce Wayne huddles up in a corner, half 
naked.  Trembling, but fighting.

EXT. ARKHAM ASYLUM - DAY

Morning is lost under the dark clouds that hang over the 
asylum.

                        DR. PHILLIPS (V.O.)
        You and I...we have something in
        common.

INT. ASYLUM CONFERENCE ROOM - DAY

Jon Crane in straight jacket, sitting behind the table.  
Across from him is DR. PHILLIPS, newly appointed chief 
psychiatrist.

                        DR. PHILLIPS
        Do you know what that is, Mr. Crane?

                        DR. CRANE
        Doctor...

                        DR. PHILLIPS
                (ignoring)
        We're both new here at Arkham. 
        That's right. And we're to be here
        at Arkham for a very long time. But,
        let us get one thing clear. I am
        the doctor...and you are the inmate.

Crane looks up at the SWEATY GUARD standing sentry at the 
door.  His face is dripping with perspiration.  His eyes are 
shifty, drawn to Dr. Crane, but not wanting to look.

Dr. Phillips interrupts this unspoken message with a shift in 
his chair.

                        DR. PHILLIPS
        Do you understand? Your days of the
        Scarecrow are over. Now all that
        matters is healing the wounds that --

He is interrupted by Crane who can't help but LAUGH.

                        DR. PHILLIPS
        What's so funny?

                        DR. CRANE
        I was just thinking to myself how
        absolutely ridiculous you would look
        wearing one of these things.
                (to Sweaty Guard)
        What do you think?

Sweaty Guard snaps and brings his night-stick down on Dr. 
Phillips's head, knocking him out cold.

INT. ASYLUM CELL - DAY

Dr. Phillips, helpless inside a straight jacket, slowly comes 
to.  He swings his head up to see...

Scarecrow.

                        DR. PHILLIPS
        Crane...

                        SCARECROW
        Something I've recently come to
        understand...A master of fear does 
        not require mere toxens and poisons 
        to scare people. Only I can do that
        alone. And Dr. Phillips...call me
        Scarecrow.

He kicks him over the head and leaves the cell, locking the 
door on his way out.

EXT. POLICE HEADQUARTERS ROOFTOP - TWILIGHT

The unlit Batsignal sits under the autumn twilight.

Sarah Essen stares out across the cityscape.

                        SARAH
        Principles.

She steps behind the signal and throws the switch.

With a burst of renewed life, the Batsignal lights up across 
the sky.

INT. BATCAVE

An ALARM sounds.  Lights flash.

Alfred and Dick look up from their work at the lab station.

                        DICK
        The signal!

                        ALFRED
        Then you must go. I will continue
        here.

                        DICK
        I can't. Not without my partner.

                        ALFRED
        Dick, heroes are not afforded the
        choice of when and when not to act.
        Somebody needs help. You must go.

FOLLOW Dick through the cave.  He stops at the edge of a 
platform, looking down into the darkness.

                        DICK
        Bruce!

INT. INNER BATCAVE

Bruce Wayne, his face up against the cold granite.

                        DICK (O.S.)
        Bruce!

                        BRUCE
        Get away! So scared...so scared...

But, still he fights with all his might.

INT. COSTUME VAULT

The first batsuit of gray and black.  A time long ago for a 
different kind of Batman.

A gloved fist SHATTERS the glass.

Robin yanks the suit and clunky utility belt from its place 
in the museum.

INT. BATCAVE

Robin steps to the edge of the platform.

                        ROBIN
        You have to remember, Bruce. You
        have to because Gotham is waiting.

Robin tosses the retro-batsuit down into the darkness.

INT. INNER BATCAVE

The batsuit falls onto the cold, hard bottom of the cave.

Bruce reaches out from the darkness, his fingers touching the 
all black batsymbol on the chest.

From far above in the cave, a motorcycle engine REVS UP.

INT. BATCAVE

Wheeling out onto the platform before the access tunnel is...

BATCYCLE

Hardcore sleek in shiny red with the golden "R" emblazoned on 
both sides of the gas tank, the batsymbol forming a 
protective shield across the front.

                        ROBIN
        Any words of encouragement for me, Al?     

Alfred gives a confident thumbs up and Robin FIRES up the jet 
propolsion and shoots down through the access tunnel.

EXT. POLICE HEADQUARTERS ROOFTOP - NIGHT

Sarah waits beside the batsignal.  In the b.g., Robin crawls 
up from the edge of the roof.

                        ROBIN
        This better not be a trick...

She turns to face him.

                        ROBIN
        I'm in no mood.

                        SARAH
        Uh, no...no tricks.

Her eyes fall over his shoulder, looking for something that 
isn't there.

                        ROBIN
        I'm solo tonight.

                        SARAH
        Is he alright?

                        ROBIN
        Thanks for caring...I've come highly
        recommended if that answers your
        question. Can we get started now?

                        SARAH
        Right. You're here now, thank god.
        But, that doesn't mean my feelings
        about vigilantism have changed --

                        ROBIN
        Commissioner...

                        SARAH
        Arkham Asylum is poised on another
        breakout. The staff is being held
        hostage and I have yet to hear any
        demands.

                        ROBIN
        Crane?

                        SARAH
        It looks that way.
                (a beat)
        Robin, I'll be straight with you.
        The police force is being held 
        together by a shoe string right now.
        I can't take any chances with this.
        Will you help?

                        ROBIN
        I'm on it.

INT. ARKHAM ASYLUM - CORRIDOR - NIGHT

Crazed INMATES run wild while ALARMS sound all throughout.

INT. ASYLUM TOWER - NIGHT

Arkham's attic.  High above is the glass skylight where the 
glass has long been broken out and in its place, the nest of 
a hundred crows.

Scarecrow jumps up, flailing his arms, SQUAWKING.

                        SCARECROW
        Wretched beasts.

Meanwhile, sounds of MADNESS increase below.

Scarecrow dances with himself in grand fashion.

                        SCARECROW
                (as DRACULA)
        Children of the night...what sweet music
        they make.

He stops all of a sudden, looking out through the window, out 
into the night where a long ways away over the treetops, a 
single headlight is jetting down the forest road.

                        SCARECROW
        And just who's that come knocking on
        my door? Could it be that big, bad 
        wolf, come to huff and puff and blow my
        house down? Well, not by the hair on 
        my chinny, chin, chin.

EXT. FOREST ROAD - NIGHT

Rocketing through the darkness is Robin on the Batcycle, 
closing in on the towering asylum.

He approaches the gates.

EXT. BATCYCLE - MOVING

Robin hits a switch which creates a glowing HUD (Heads Up 
Display) over the windshield, targeting the asylum gates.

Another button and a small salvo of missiles appear and FIRE.

EXT. ASYLUM GATES - NIGHT

The missiles EXPLODE on target, tearing open the gate for the 
Batcycle to rip through.

EXT. ARKHAM ASYLUM - NIGHT

The Batcycle hits the upward slant of the steps and jumps up, 
powered by an additional BURST of rocket power.

The Batcycle CRASHES through the doors and into...

INT. ARKHAM ASYLUM - LOBBY - NIGHT

Skidding across the floor, Robin leaps from the Batcycle.

He catches onto the giant chandelier overhead and swings up 
onto the balcony above the lobby.

SKINNY INMATE is waiting, for which Robin spin-kicks him over 
the railing.

BEASTLY INMATE grabs Robin from behind and slams him into the 
railing, shattering the wood.

Robin grabs on to the edge and flips the Inmate up and over, 
the both of them hanging over the edge.  The Inmate holds 
onto Robin, begins climbing up the length of his body before 
the Boy Wonder head-butts the Inmate off and he falls. 

INT. ASYLUM CORRIDOR - NIGHT

Shadows and silence.

Robin ENTERS, carefully making his way through the corridor.  
As he moves along, peering into each cell to check for 
hostages.

A distant SCREAM startles him and a SILLY INMATE runs by him 
in the f.g., disappearing down another corridor.

INT. ANOTHER ASYLUM CORRIDOR - NIGHT

Robin ENTERS in a run, chasing.  The Silly Inmate leads him 
through the corridor and down a flight of stairs.

At the bottom is a door which Robin opens to...

INT. ASYLUM CELLAR - NIGHT

Something from the asylum's old days:  the dungeon, not in 
use anymore.  Creative ways of torture were carried out here.

Robin stands before the HOSTAGES, including Dr. Phillips, all 
locked in various torture machines.  Scarecrow is seated in 
an electric chair like a king, his INMATE disciples 
surrounding him.

                        SCARECROW
        Welcome to my nightmare.

Robin charges forward to attack, but is immediately overcome 
by several Inmates.  They throw him onto a table and fasten 
chains around his ankles and wrists.

                        SCARECROW
        The sane...I'll never understand
        them.

INT. BATCAVE

Another test for Alfred.  The Computer analyzes.  Unlike 
before, the monitor begins flashing, BEEPING over and over.

Alfred jumps up in relief and immediately begins filling 
several test tubes with the anti-toxen substance.

In the b.g. a familiar, yet different, dark figure rises up 
with cape spread out.  It moves closer.

Alfred turns and upon sight, drops the test tube.

A gloved hand catches it mid-air.

The RETRO-BATMAN.  Alfred has just looked upon an old friend.

                        ALFRED
        Looks like you won't be needing this.

INT. ARKHAM ASYLUM - LOBBY - NIGHT

The door is wide open.

Sarah Essen ENTERS, police fashion.  Gun out and ready.  She 
only takes a few steps inside when it becomes clear that she 
is not alone.

GIGGLES and SHUFFLING come from the dark corners.

All at once, INMATES jump out and crowd her, taking her gun.

INT. ASYLUM CELLAR - NIGHT

The Inmates carry Sarah Essen in and hold her next to Robin's 
table.

                        ROBIN
        Is this my back-up?

                        SARAH
        Sorry.

                        ROBIN
        Save it. We'll find a way out of
        this somehow.

                        SCARECROW (O.S.)
        Optimists should be committed.

Scarecrow steps through the crowd of Inmates to face her.

Sarah grinds her teeth before getting free of her captors 
just long enough to unleash a powerful punch across 
Scarecrow's jaw.

The Inmates strap her to a table next to Robin's.

                        ROBIN
        Let her go, Scarecrow!

                        SCARECROW
                (nursing his jaw)
        Sorry, Boy Wonder. This place needs
        the touch of a woman. After all, 
        somebody has to do the squeeling.
        Now...who's up for some good ol'
        fashion torture?

The Inmates go wild in CHEERING.

EXT. ARKHAM ASYLUM - NIGHT

The wind begins to WHIP about.  Something drops from the sky.

Batman, the winged Dark Knight, descends from the Batcopter 
hovering overhead.

INT. ASYLUM CELLAR - NIGHT

Robin and Sarah lie on the tables, their limbs bound by 
chains that slowly begin to pull apart as Scarecrow and his 
Inmates look on.

INT. ASYLUM CORRIDOR - NIGHT

An empty corridor except for one LAZY INMATE sitting on the 
floor.

Black boots walk up and stand before him.

Batman reaches down and picks up the Lazy Inmate, holding him 
mid-air.  Without even having to say anything, the Lazy 
Inmate holds out his hand, pointing down the corridor.

INT. ASYLUM CELLAR - NIGHT

The Inmates CHEER as the chains are pulling Robin and Sarah 
apart at their limits.

INT. ASYLUM STAIRWAY - NIGHT

At the bottom, before the door, is standing a WATCHING 
INMATE.  Batman rushes down and slams the Inmate's head back 
against the concrete wall, knocking him out.

INT. ASYLUM CELLAR - NIGHT

Without notice, the lights go out.

Inmates GASP and shuffle around.

The sound of METAL CLANKING and then CHAINS hitting the 
floor.

                        BATMAN (O.S.)
        Inmates of Arkham, your night of
        freedom is over.

They immediately break out in SCREAMS OF PANIC, stepping over 
each other to get out.

The lights come back on.

Batman has freed Robin and Sarah.  The trio stand in the 
middle of a circle of Inmates.  Scarecrow steps into a hidden 
passageway, sealing it closed.

Inmates regain their courage and charge to attack.

Batman, Robin, and Sarah stand their ground and defend 
themselves using hand-to-hand combat.  One by one, the 
Inmates are kicked, punched, and thrown out of commission.

As the battle comes to an end, Batman turns to Robin.

                        BATMAN
        See to the hostages and round up 
        the inmates. Get them away from
        Arkham. Far away.
                (a beat)
        It's time to end this nightmare.

INT. ASYLUM TOWER - NIGHT

An outline of stone opens and a hidden passage appears.

Scarecrow ENTERS.

He runs to the window to look out.  Too far up for jumping.  
High above Scarecrow, crowding around the skylight, hundreds 
of crows make a COMMOTION from their nest.

The door to the Tower is kicked in.  Batman rushes inside.

                        BATMAN
                (off the crows)
        I guess you're on everyone's shit
        list tonight. They're waiting for 
        you, Crane.

                        SCARECROW
        Back for another session, are we?

                        BATMAN
        Tonight's your turn on the couch.

Batman springs forth through the air, towards the villain.

Scarecrow brandishes the reaper blade and slashes out, 
cutting Batman across the chest.

                        SCARECROW
        How does pain feel to an algophobic?

Batman backs up in pain, the all black batlogo turning red 
with blood.

Scarecrow swings the reaper blade out, the blunt side 
clobbering Batman over the shoulder.

                        SCARECROW
        Or failure to an atychiphobic?

Batman falls to the floor on his back, his front exposed.

Scarecrow raises up the reaper blade.

                        SCARECROW
        And if you're a thanatophobic, 
        you're really going to hate this...

As he thrusts the reaper blade downward, Batman slides down 
across the floor, just below the blade's mark.

Batman kicks up, knocking Scarecrow back.

The Dark Knight rises, taking Scarecrow in his hands.

                        BATMAN
        What phobia does the Scarecrow
        suffer from? Tell me!!

The threat of Batman's presence causes Scarecrow to throw his 
arms out and SHRIEK at the top of his lungs.

High above, the nest of crows break up into a frenzy and 
swoop down into the Tower.

The crows swarm all over Batman, forcing him to lose his grip 
on Scarecrow.

Scarecrow SCREAMS at first, as the crows pick at him.  His 
body suddenly lifts up into the air and begins to be carried 
up the Tower.

His scream turns into LAUGHTER as the crows carry him up the 
height of the Tower and out through the skylight.

                        SCARECROW
        Looks like you picked the wrong 
        winged friends, eh Batman? Cheerio!

Batman ducks down inside his cape, protecting himself from 
the last of the attacking crows.  He uses his communicator.

                        BATMAN
        Batcopter...

EXT. SKY OVER ARKHAM - NIGHT

The Batcopter hovers high above the asylum.

INT. ASYLUM TOWER - NIGHT

                        BATMAN
        ...drop bomb.

EXT. BATCOPTER - NIGHT

A bay door opens and out drops a bomb.  Falling...

EXT. SKY OVER ARKHAM - NIGHT

Scarecrow rises up in the night sky, carried by the crows.

The bomb falls past to rock Arkham by a gigantic EXPLOSION 
which sends hot flames shooting up.

The crows are cinched by the fire, and one by one, they begin 
losing their grip on Scarecrow.

                        SCARECROW
        No!! Wait, you wretched beasts!!

The last crow's claw gives and Scarecrow drops from the sky 
SCREAMING all the way down to the burning asylum below.

EXT. ARKHAM ASYLUM - GATES - NIGHT

POLICE are loading Inmates into vans and MEDICS are seeing to 
the hostages.

Robin and Sarah stand silent before Arkham as successive 
BLASTS begin to go off, sending others to seek further cover.

                        SARAH
        I'm sure he got out.

The look on Robin's face isn't so sure.  He takes off towards 
the burning asylum.

                        SARAH
        Robin!

INT. ARKHAM ASYLUM - NIGHT

The stone corridors destroyed, fires burn throughout.

A figure in flames, SCREAMING in absolute pain.  Fleeing.

EXT. ARKHAM ASYLUM - COURTYARD - NIGHT

A large window survived the blast.

The figure in flames CRASHES through it, falling a ways until 
landing in a pond behind the asylum.

After a moment, the figure resurfaces, gasping for air.

It is Dr. Crane, his Scarecrow outfit burned away, himself, 
covered in massive burns.  Not a hair left.

A pair of black boots step up to the side of the pond.

Batman stands over him in triumph.

                        BATMAN
        Dr. Crane, you may be able to hide
        your fear under a mask and control
        the fears of others through evil.
        But, there is one fear that not even
        you can escape from.
                (a beat)
        The truth.

EXT. ARKHAM ASYLUM - GATES - LATER

Dr. Crane, secured tightly on a stretcher, is escorted by 
several POLICE into an ambulance.

Sarah Essen is about to get in...

                        BATMAN (O.S.)
        Commissioner.

She turns to greet Batman.  This time, they shake.

She pulls back, turning her hand up to reveal the viles of 
anti-toxen.

                        BATMAN
        A little something for Gotham's
        pain.

                        SARAH
        I understand now, what you do. That
        you're needed.

                        BATMAN
        So are you.

She regards him with a smile, just for him, then climbs 
inside the ambulance.

As it pulls away, Batman turns to face Robin.

                        ROBIN
        Can we have that talk about taking
        chances now?

                        BATMAN
        It's what heroes do, Robin. You
        did it when I couldn't. You came 
        to the rescue of people in need.

                        ROBIN
        So, what made you come?

                        BATMAN
        My fear...the fear inside that made
        me become Batman in the first place.
        The fear that makes me put on the
        suit every night. Courage is a 
        calling that you helped me to hear
        again, Robin. Thank you.

The Dynamic Duo are together again.

EXT. NEW ARKHAM - TWILIGHT

A heavy snowfall.  Crisp winter winds blow through, 
uncovering a sign that reads:

"NEW ARKHAM ASYLUM."

In the b.g., the recently completed asylum stands firm, a new 
home for the criminally insane of Gotham City.

INT. NEW ARKHAM - TWILIGHT

                        DR. DERLETH
        So, as you can see, Commissioner,
        planet earth couldn't have produced
        a more solid rock than New Arkham.

DR. DERLETH, the latest chief psychiatrist, conducts a tour 
of the new facility.

James Gordon, back in his old form, walks along with him and 
other TOURISTS, among them, billionaire Bruce Wayne.

                        JAMES
        Certainly impressive, doctor. I
        just can't put one hundred percent
        faith into anything anymore.

                        DR. DERLETH
        No? Mr. Wayne, surely you can see
        that your most generous donations
        have been put to good use?

                        BRUCE
        What could I know? I'm just the
        guy with the checkbook, right?

All LAUGH at the joke, but only he knows the true irony of 
the comment.

                        DR. DERLETH
        Believe me when I say that the kind
        offerings of Wayne Enterprises --

                        GUARD (O.S.)
        Mr. Commissioner...

A GUARD at a desk station motions for Gordon.

                        GUARD
        Phone call. She says it's urgent.

Gordon steps over to the desk while Dr. Derleth draws Bruce 
and the others' attention to one of the asylum's high-tech 
cells.

                        DR. DERLETH
        Now, here's a great example. Take
        a look at this one.

They all crowd around the cell door to peer inside.

INT. ASYLUM CELL - TWILIGHT

Inmate Jonathan Crane, wrapped in a straight jacket.  His 
eyes are wide and his face is hideous from the burns that 
scarred his face.

                        DR. DERLETH (V.O.)
        Does he look like he's going
        anywhere?

INT. NEW ARKHAM - TWILIGHT

At the desk, James Gordon is on the phone.

                        JAMES
        I'm on my way now. You know what 
        to do.

He approaches Dr. Derleth and the other tourists.

                        JAMES
        Sorry, Doctor, but there's been
        some trouble downtown. I have to 
        leave.

                        DR. DERLETH
        Duty calls, Commissioner. Go get 'em!
                (a beat)
        If the rest of us could proceed along
        this way...well, now...that's odd.
                (a beat)
        Did we lose Mr. Wayne as well?

Derleth looks around.  Bruce is nowhere to be found and 
Gordon is on his way out.

EXT. GOTHAM CITY SKYLINE - NIGHT

The Batsignal sweeps across the winter sky.

Two figures swing across the cityscape on ropes.  Flowing 
capes trail their flight.

Batman and Robin.

FADE OUT:

THE END