Batman & Robin Transcript

	


1	INT. BATCAVE -BATMAN'S COSTUME VAULT

	Chrome and shadow.  A black gauntlet SNAPS into place.  
						A cape WHIPS over a dark rubber back.
						A bat-shaped buckle LOCKS.

2	INT. BATCAVE  ROBIN'S COSTUME VAULT - INTERCUT

	A silver throwing-bird is chosen from a weapon's array.
	Gloved hands lift a black eye mask.  Tunic armor CLICKS shut,
	turning to reveal the chest-borne insignia of a Robin.

3	INT.BATCAVE
	BATMAN - CLOSE.  Emerges from his costume vault.
	WIDER
	Deeper excavation has doubled the size of the cavern.
	
	New state-of-the-art computing systems flash.  
	Surveillance screens monitor news and police FREQUENCIES.
	Crime's worst nightmare.
	
	Batman strides towards the rising steam-obscured pedestal
	which bears the sleek, redesigned Batmobile.
	
	ROBIN appears in the door of his costume vault, dressed in
	the black and red of his Nightwing costume.
	
	Two dark avengers stand suited, ready to take back the night.

				BATMAN
		Nice suit.  And today you are?

				ROBIN
		Nightwing.  Scourge of darkest evil.

				BATMAN
		This is all about fashion for you, isn't it?

				ROBIN
		It's the gear.  Chicks love the gear.

	ALFRED steps forward, out of the shadows.

				ALFRED
		Do call if you're going to be late for dinner, sir.


4	TURBOS - CLOSE.  ROAR.  The Batmobile SHOOTS away through
	the arches of the cave access tunnel.

5	The compass to of the Batmobile service pedestal splits
	wide like the opening petals of a flower, revealing a
	sleek, turbo-charged motorcycle.  meet Robin's bike:  The
	Redbird.

				ALFRED
		Drive carefully, Master Wing.

				ROBIN
		Don't wait up, AL.

6	The REDBIRD'S TURBO - CLOSE.  EXPLODES into life.
	The powerful bike SHOOTS after the Batmobile.

7	ALFRED watches them go.

	Then, he relaxes, lets his weight
	fall against the main console, a man not as well as he seems.

8	INT. BATCAVE ACCESS TUNNEL - BATMOBILE - MOVING

	Batman is behind the wheel, Robin visible through the
	window.

				BATMAN
		Ten police cruisers frozen solid on
		the Gotham Expressway . . .

9	INT. BATCAVE ACCESS TUNNEL - REDBIRD - MOVING

	Robin is on his bike, data scrolling on his console monitor.

				ROBIN
		... A giant drilling truck burrowing under
		the city ...

				BATMAN
		Mr. Freeze.

				ROBIN
		The batcomputer tracks him heading
		for the Gotham Museum.

				BATMAN
		The new antiquities exhibit.  The
		Second Sun of the Sudan.

				ROBIN
		Of course.  He's going to steal the
		giant white diamond.

				BATMAN
		No, Robin.  He's going to jail.

10	BATMAN'S MONITOR - CLOSE - THE GOTHAM MUSEUM

	PUSH IN

11	EXT. GOTHAM MUSEUM - NIGHT

	A stone and glass palace set on the edge of Gotham's
	Central Park.

12	INT. GOTHAM MUSEUM - NIGHT

	A GIANT DRILLING TRUCK points up through the rubble of the
	shattered museum floor.

13	WIDER. A great hall bearing the skeleton of a mighty
	brontosaur amongst a myriad of other exotic antiquities.
	All frozen.

14	HOLD on A GIANT DIAMOND CASE

	The case begins to glow blue, then white, the shatterproof
	glass EXPLODING into a thousand flying fragments.

15	RACK IN through the storm of ice and glass, ACROSS the
	frozen floor, PAST exhibits of Aztec ruins peppered now
	with three FROZEN GUARDS, UP stone steps of a pyramid
	altar TO REVEAL...
          ...A silver suited figure stands, bald head visible beneath a
	helmet, 
		A high-tech bazooka in his hand.  MR. FREEZE

			FREEZE
		The Iceman Cometh.

16	WIDER

	A gang of Thugs in thermal suits, THE ICEMEN, skate to the
	base of the steps.  Two hold a MOANING, shivering GUARD
	captive.

			GUARD
		Please.  Show some mercy.

	Freeze begins down the altar steps.  A SHIMMERING, TERRIFYING
	GOD.

			FREEZE
		I'm afraid my condition has left me
		cold to your pleas of mercy.

17	Freeze FIRES his weapon, the beam of cryonic energy
	engulfing the Guard, turning him to ice.

			FREEZE
		(knocks on the guard's cheek)
		Copsicle.

	Freeze closes, now, on the shattered case.

			FREEZE
		In this universe, there is only one
		absolute.  Everything...

	Freeze swipes away the shattered glass and steel, from the
	debris lifts a tremendous diamond.

			FREEZE
		...Freezes.

	Freeze holds the diamond high over his head, the light
	hitting the gem like a star.

18	THE SKYLIGHT - CLOSE.  EXPLODES.
					Batman free-falls into
	the room, hitting the brontosaurus and sliding down its neck,
	 SMASHING Freeze with his feet, the diamond sliding
	across the frozen floor.

			FREEZE
			(aiming his pistol)
		Bat on ice, anyone?


19	Batman KICKS the pistol high in the air, catches it.

			BATMAN
		Didn't your mother ever tell you not
		to play with guns?

20	Freeze cartwheels across the room, kicking the gun away
	from Batman, catching it in mid air.

			FREEZE
		You're not sending me to the cooler.

21	Freeze FIRES.  Batman dodges the blast.  Freeze takes aim
	again.

22	THE FRONT DOORS - CLOSE.  BLOW OPEN
  		Robin, on the Redbird, flies into the room.

23	BATMAN uses the distraction, flying-kicks the gun into
	the air.

24	ROBIN soars over Freeze's head, kicks the airborne gun to
	the altar atop the giant pyramid.

			ROBIN
		Score.  And the crowd goes wild.

25	Robin lands, laying his bike sideways in a slide,
	KNOCKING a precious vase into mid air.  he grabs a statue,
	using it to whip around in a dismount.

26	BATMAN catches the falling vase, replaces it, as Robin
	skates beside him.  The two heroes race for Freeze.

			FREEZE
		Grab the gem.  Kill the heroes.

28	MORE INCEMEN in hockey masks, sticks in hand, rush the
	caped crusaders from both sides.

29			ROBIN
		It's the hockey team from hell.

30	FREEZE is racing towards the altar and his fallen gun.
	SIX GUARDS rush in through a side door and swarm the
	unarmed Freeze.  Mistake.

	Freeze begins wailing on the Guards.  It's a straight
	display of fisticuffs executed with unbelievable speed
	and precision, hooks, jabs, upper and lower cuts
	all perfectly delivered, felling the assault force.

30A			FREEZE
		Cop-suey.

	He begins racing again for his gun.

31	BATMAN AND ROBIN begin a martial arts extrordinaire,
	blocking stick blows, punching and kicking the Icemen.

32	THE GEM lays on the ice behind the wall of advancing
	ICEMEN.

33/34	BATMAN AND ROBIN grab two assailants, slipping between
	their legs, skates popping out of their boots, as they
	snatch the Icemen's sticks and trip the villains.

35	FREEZE has made it to his gun.  He turns, FIRES, creating
	an ice bridge to the floor.

			FREEZE
		Caution.  Bridge may ice over.

35A	He slides down the ice bridge to the floor below.
	Starts racing for his giant drilling truck.

36	BATMAN begins skating towards Freeze.

			BATMAN
		You get the ice.  I'll get the iceman.

37	ROBIN skates through the Thugs, double sticking,
	CHECK-ING them wildly into the boards, reaches 
	down and scoops up the diamond.

			ROBIN
		Sweet.

38/39 FREEZE is racing towards his truck, Batman closing fast
	behind him.
				Freeze spins and FIRES.

40	BATMAN ducks, using his cape as an ice shield, deflecting
	the beam into a closing Iceman behind him, freezing the
	villain solid.

41	FREEZE disappears behind the giant brontosaurus.

42	ROBIN skates into line with Batman, both heading fast for
	Freeze.

				ROBIN
			(shows the diamond)
		I got mine.  Where's yours?

43	FREEZE FIRES his gun, freezing the legs of the mighty
	Brontosaur.

				FREEZE
		What killed the dinosaurs?  The ice age.

44/45 Freeze pushes on the belly of the beast, the mighty
	 creature toppling forward, EXPLODING in front of Batman
	 and Robin.

46				ROBIN
		He's definitely extinct.

47/48 BATMAN AND ROBIN skate fast to avoid the debris.

49	AN ICEMAN flies in from the side, hitting Robin's hand,
	sending the gem flying free.

50	ANOTHER ICEMAN skates to the gem, HITTING it with his
	stick, sending the diamond flying up onto the landing by
	the front doors.

51	FREEZE has made it to his truck, is climbing towards the
	hatch.

52	THE ICEMEN are a rushing wall between the caped crusaders
	 and the gem.  Batman and Robin skate toward the villains,
	pulling flagpoles from a display as if they are about to
	joust the Icemen.
	At the last second, Batman and Robin drive their poles
	into the ice, vaulting over the heads of the Icemen
	towards the landing and the waiting gem above.

53	FREEZE has climbed to the hatch of his vehicle.

				FREEZE
		Hit me boys.

54/55 Batman and Robin land on the landing inches from the gem.
	 An Iceman skates from the wings, with a SLAPSHOT, sends
	the diamond flying.

56	FREEZE'S GLOVE - CLOSE.  The diamond HITS.  A perfect
	catch.

				FREEZE
		Thanks for playing.

57	Freeze drops into the cab of his giant drilling truck.
	The hatch starts to slide closed.

58				BATMAN
		Round up the thugs.  I'll get Freeze.

59/60 Batman leaps onto the banister, slides standing down the
	rail and jumps, dropping into the closing hatch after
	Freeze.

61	INT. DRILLING TRUCK - CONTROL CAPSULE
	A bank of control panels are set inside the giant glass
	head of the drill.  Batman falls in to find Freeze standing
	at the main console.

				BATMAN
		Stop the insanity.

				FREEZE
		Nice of you to drop in.

	Freeze hits a button.  A tremendous ROAR.

62	INT. MUSEUM

	The capsule, set on the end of an ejection cylinder,
	BLASTS out of the drilling truck, rising like a rocket
	towards the roof.

63	ROBIN jumps on another banister, slides down, grabs a
	banner and swings himself onto the side of the cylinder,
	clutching a porthole ledge and hanging fast.

64	EXT. GOTHAM MUSEUM

	The capsule BLOWS through the top of the museum, ROCKETING
	towards the starry night sky above.

65	ZOOM IN.  Robin clings to the side of the rocket for dear
	life.

66	INT. CAPSULE

	Batman is thrown to the floor by the powerful
	acceleration.  Freeze stays upright, protected by his
	mighty suit.

				BATMAN
		You were a great scientist once.
		Don't squander your genius on evil.

				FREEZE
		I hate being lectured.

67	Freeze throws Batman, hard, into the bulkhead, uses his
	pistol, to FREEZE Batman's ankles and wrists to the wall
	in chunks of ice.

				FREEZE
		Watch the numbers, Batman.  For they
		are the harbingers of your doom.

68	ALTIMETER CLOSE.  10,000 feet and climbing fast.

				FREEZE
		Can you feel it coming? The icy cold
		of space.  At 30,000 feet your heart
		will freeze and beat no more.

	THE ALTIMETER CLOSE.  15,000 feet and rising.

69	EXT. CAPSULE

	Robin has climbed onto the nose-cone.  Is struggling
	against the acceleration, using bat-magnets to crawl
	towards the escape hatch.

70	INT. CAPSULE

	Freeze steps into a glide-wing backpack mounted on the wall.

				FREEZE
		After you have frozen, your icy tomb
		will plummet back to Gotham.

				BATMAN
		Freeze, you're mad.  This capsule
		will slaughter thousands.

	Freeze releases the door behind him, the sky WHIPPING past
	beyond.

				FREEZE
		Ain't it grand?  Freeze well.

	Freeze leaps out into the night.

71	EXT. NIGHT SKY

	Freeze begins to plummet towards the lights of Gotham
	below.

72	FREEZE'S BACKPACK - CLOSE.  A sleek wing extends from its
	housing. Freeze angles himself downward in mid air, using his
	glide wing to control his fast flight towards the distant city.

73	INT. CAPSULE

74	The controls, the glass nose-cone, the capsule itself are
	all frosting over.  The hatch opens.  Robin drops in.

				ROBIN
		I was just hanging around.

				BATMAN
		I thought you were going to stay in
		the museum and round up the thugs.

				ROBIN
		How about, nice to see you?  Glad
		you're here to save my life.

75	Robin pulls a laser from his utility belt, FLASH MELTS
	one of his ice-shackles.

				BATMAN
		When we get home, we're having a
		little communication workshop.

	Robin FLASH METLS the other ice gauntlet.  Batman is free.

				ROBIN
		Is it cold in here or is it just me?

76	ALTIMETER - CLOSE.  20,000 and rising.  Ice is forming
	everywhere.

				BATMAN
		Got to make sure this rocket doesn't
		turn Gotham into a crater.

77	Batman whips a bat-shaped charge, throws it onto the
	ceiling.  An armed light on the charge flashes green.

				ROBIN
		Now what?  We call a taxi?

78	Batman grabs a handle marked CAUTION: EXPLOSIVE BOLTS.
	Robin smiles, grabs a similar handle on the opposing metal
	door.

				BATMAN
		Watch the first step.

				ROBIN
		Surf's up.

79	Both pull the release handles, leaping onto the capsule
	doors as the EXPLOSIVE bolts BLOW them into space.

80	THE BATCHARGE LIGHT - CLOSE.  Goes red.

81	EXT. NIGHT SKY - FALLING

	As the capsule EXPLODES above them raining falling
	debris, Batman and Robin skyboard on the doors down
	towards...

82	FREEZE is ROCKETING to earth, the diamond in his hand.

83	BATMAN AND ROBIN race towards Freeze and the city
	below.

	The caped crusaders avoid skyscraper turrets and elevated
	bridges as they follow in Freeze's wake.

84	BATMAN swoops down above the villain, pushing off his
	skyboard, grabbing Freeze around the neck, the diamond
	flying into mid air.

85	ROBIN maneuvers in a grand flip, grabs the falling gem.

86/87 FREEZE releases his glide pack buckle, dislodging Batman,
	the hero and the glide pack spinning away from Freeze.

88	BATMAN dumps the glide pack, arcs back into his rushing
	drop.

92	FREEZE is descending fast towards the giant smoking
93	chimney of a towering industrial complex.  He aims his gun
	at the smoking toward and FIRES, the fast maw quickly
	covering with snow.

94	Freeze plummets into the snowy chimney.

95	BATMAN AND ROBIN drop into the ice shaft after the
	villain.

96	FREEZE FIRES his gun as he falls, slowing his descent by
	turning the chimney into a madly snaking tunnel of ice
	before him.

97	BATMAN AND ROBIN tumble head first through layers of snow
	after the villain.   They pull their Batgrapples and FIRE.

98	BATGRAPPLES - CLOSE.  Hit the wall.  Catch.

99	BATMAN AND ROBIN use their tethers to slow their descent,
	landing hard in...

100	INT. INDUSTRIAL BASEMENT

	A long submarine-like corridor

				ROBIN
		Cool.  Can we do that again?

101	Batman and Robin race towards Freeze who is fleeing down
	the other end of the corridor.  he points his gun at the
	ceiling.  FIRES.

102	The sprinkler system pipes EXPLODE, forming a mighty,
	intense blizzard in the wind-tunnel.

103				BATMAN
		Sudden temperature drop.  Watch out
		for the...

104	A blast of wind ROARS down the tunnel, SLAMMING the
	doors, sending snow and ice whipping towards them

				BATMAN
		Wind.

105	Batman and Robin WHIP their capes over their faces, push
	forward, fighting the storm, going through the doors one
	by one.

106	INT. BOILER ROOM
	Frozen.  At the terminus of the tunnel.  A frozen boiler
	stands in the center of the icy moat of the building's
	INTERNAL RESERVOIR.  The door swings open, Batman pushing
	inside.

107	Freeze flies from behind the door, SLAMMING the metal
	portal hard into Batman's face.  Batman tumbles forward.

108	Freeze raises his gun.  Another figure leaps in from the
	hallway, going for Freeze. Robin.

109	Freeze FIRES, turning the boy into a frozen sculpture of
	ice.  He plucks the diamond from his icy hand.

109A	EXT. CROSS SECTION OF GOTHAM CITY-VFX

	A schematic map of Gotham.  Freeze's vehicle burrows
	underneath the city, freezing the firmament in its path
	and clearing away the debris, heading towards the boiler
	room.

110	INT. BOILER ROOM

	(OVER) a RUMBLING.
	Suddenly the wall EXPLODES.  Freeze's
	drilling truck appears in the clearing smoke.

111				FREEZE
		Can you be cold, Batman?  You have
		eleven minutes to thaw the bird.
		What will you do, chase the villain
		or save the boy?

	Freeze leaps onto the giant vehicle.

				FREEZE
		Your emotions make you weak.  That is
		why this day is mine.
				(smile)
		Stay cool, bats.

112	And Freeze is gone, sealing the tunnel hole after him
	with a blast of ice, clearing the frosted pane to wave
	goodbye.

113	Batman moves fast to the boy wonder, touches his frozen
	skin.  He whips out his bat-laser, points at the icy
	reservoir and FIRES.

114	THE RESERVOIR - CLOSE.  The frozen water melts, begins to
	SIMMER.

115	The caped crusader immerses Robin in the steaming sea.

115A	Under the water, the boy's face is perfectly still.

116	A long beat.  Then Robin's head breaks the surface.
	COUGHING.  Alive

				ROBIN
		Did we get him?

117	EXT. SOUTH AMERICAN RAIN FOREST - NIGHT

	(OVER) THUNDER.  Lighting flashes on a maze of tends and
	tarpaulins affixed to the ruins of a decaying PRISON MORTE.
	A "FOR SALE OR LEASE" sign is illuminated by the storm.

	SCREEN READS - Meanwhile, somewhere in the South American
	Jungle...

118	INT. TENTED GREENHOUSE LAB - NIGHT

	Bunsen Burners flicker.  Beakers BUBBLE.
	Martha Stewart does Fankenstein.

	PAMELA ISLEY, lovely features hidden by a glasses and bad
	hair, shape obscured by her lab coat, TALKS into a
	cylindrical micro-recorder.

				PAMELA
		I still have high hopes for the
		animal plant cross-breedings

	Pam surveys the two lab tables.  One table is a mass of plants.
	The other is covered with tanks of spiders, snakes and
	scorpions.  Tubes run from the lethal beasts into a jar of
	milky fluid labeled VENOM.
	More tubes run from the Venom jar into the plants.  
	One plant twitches as it receives the toxins.

				PAMELA
		If I can only find the correct dose
		of Venom, these plants will be able
		to fight back like animals.  
		I will have given flora a chance against
		the thoughtless ravages of man.

	(OVER) An agonized SCREAM. Terrified, Pam walks towards
	the source of the WAILS, a gothic prison door to which the
	tent is affixed.  The portal is marked:  PROJECT GILGAMESH.

				PAMELA
		Personal note:  my work would proceed
		faster if Dr. Woodrue weren't always
		whisking my Venom samples back to
		his mysterious Gilgamesh Wing.  Why
		won't he let me into his lab?

	(OVER)  Another blood-curdling SCREAM.  Pam turns off the
	recorder.

				PAM
		What is he doing in there?

119	Just then the door opens, a startled Pam dropping her
	recorder as lightning flashes and DOCTOR JASON WOODRUE
	ENTERS.  Einstein's hair.  Manson's eyes.

				WOODRUE
		Dr. Isley, loveliest flower in our
		garden.  How fare our little wards?

	Woodrue moves in, too close, backing Pam against her
	worktable, his face inches from hers.  He spots the jar of
	Venom.

				WOODRUE
		What do we have here?  A lovely new
		supply of Venom.
			(lifts the jar)
		I'll just take this to my laboratory
		for further study.

				PAMELA
		What exactly are you working on in
		there?  What are those screams?

	A bright flash of lightning.  Woodrue advances on Pam.

				WOODRUE
		How I'd love to share my secrets with
		you.  But I ask you, sweet sapling,
		can you be trusted?  You refuse my
		invitations to dine.  You hide your
		honeyed buds behind these sallow robes.

	(OVER) More lightning and ever more deafening THUNDER.

				WOODRUE
		Ah, but there's romance in the air
		tonight.  Perhaps a moonlit stroll in
		the jungle.  And then, later, in the
		dark, we can share everything.

	Woodrue has her up against the wall, his twitching lips
	only inches from hers.  Pam winces, manages to step away.
	(OVER) another SCREAM.

				PAMELA
		You have to tell me what you're
		doing with my Venom.

				WOODRUE
				(nasty)
		You must show me your secrets,
		blossom, before I show you mine.

120	Pam watches him leave.  As the door to the Gilgamesh wing
	swings closed, Pam kicks her fallen recorder, the metal
	cylinder rolling between door and jamb, keeping the
	entrance from sealing.

121	INT. LABS - GILGAMESH SECTION - WALKING
	Pam steals through the crumbling hallway of the abandoned
	prison following the SCREAMS (OVER) as they grow ever
	LOUDER.

122	INT. LABS - GILGAMESH CHAMBER
	Banks of flashing SuperCrays.  A gurney is surrounded by
	SPARKING and HUMMING equipment.  Frankestein meets
	Frankenstien.

	Woodrue emerges from the shadows, a portable phone in
	hand.

				WOODRUE
		Ladies and gentlemen of the
		un-United Nations.
			(into the phone)
		And our mystery bidder.

123	Pull BACK TO REVEAL

	A small bridge arcs over the room.  AN AMERICAN GENERAL,
	A RUSSIAN COMMISSAR, A SHEIK, and A DICTATOR all watch on
	from above.

				WOODRUE
		I give you the future of military
		conquest.

	A scrawny PRISONER in a too-large tank suit is dragged
	into the room by several gun-toting CAPOS and shackled to
	the gurney.  His bald skull is adorned with three
	surgically implanted ducts.

				WOODRUE
		May I present Antonio Diego, serial
		murderer serving life in prison and
		sole surviving volunteer.

	Diego SPITS.

				WOODRUE
		And what a charmer he is.

124	WIDER.  Pam slips in, unseen, hides behind a stack of
	circuit boxes, watching on as Woodrue lifts the jar of
	milky Venom.

				WOODRUE
		The super solder serum, code named
		Venom, patent pending of course.

	Woodrue pours the venom into a high-tech injector pack
	strapped to the back of the gurney.  He lifts an open-front
	black and white mask attached by snaking tubes to the
	injector pack.

				WOODRUE
		Notice the hassle free zipper.

	He pulls the oversized mask over Diego's head, tubes fitting
	into the ducts in his skull, zips the fabric closed over his
	face.

				WOODRUE
			(lifts a remote)
		Time to scream.

	He hits a control stud on the remote.  The injector pack
	begins PUMPING the milky Venom into Diego's skull.  Diego
	SCREAMS.

125	Something strange happens to the prisoner.  His chest
	begins to enlarge.  His neck becomes thick.  his forearms grow.

				WOODRUE
		Behold, the ideal killing machine.  I
		call this little number...Bane. Bane
		of humanity.  Imagine it, your own
		personal army made up of thousands
		of these super soldiers.  Bidding
		begins at a mere 10 million.

	Woodrue ups the Venom flow.  Impossibly the prisoner grows
	larger.  Arm and leg shackles SNAP.  Bane lurches for the
	Venom pump, SMASHING consoles, SPARKING components raining
	down around Pam.

	PAM SCREAMS.

	As Capos rush to subdue Bane, Woodrue strides to the dazed
	Pam.

				WOODRUE
		Welcome to my parlor.

126	INT. CORRIDOR - WALKING

	Woodrue is escorting a nervous Pam back towards her lab.

				WOODRUE
		...Our original sponsor had no
		stomach for military applications.
		he cut the funding for our work -

				PAMELA
		Our work?

				WOODRUE
		Without your research, I could never
		have come this far.  Join me.  The two
		of us, entwined, side by side...

	They have arrived at Pam's workshop.  Woodrue opens the
	door.

127	INT. PAMELA'S WORKSHOP - CONTINUOUS

				PAMELA
		Join you?  I've spent my life trying
		to protect plants from extinction
		and now you corrupt my research into
		some maniacal scheme for world
		domination. When I get through you
		won't be able to get a job teaching
		high school chemistry, do you hear
		me, you psycho?

				WOODRUE
		Well, I can respect your opinion.

	Woodrue shoves Pam viciously backwards into the inter-
	connected tables, plants and poisonous beasts raining
	down on top of her.

				WOODRUE
		Sadly, I'm not good at rejection.

	Woodrue begins pulling shelves of cages and BUBBLING
	beakers CRASHING down atop the struggling Pam, burying her
	and all her specimens entirely.

				WOODRUE
		I'm afraid you'll have to die.

128	WOODRUE - CLOSE.  Smiles as the SOUNDS of Pam's struggle
	are finally silenced.  He turns, heading back into the
	hallway.

				WOODRUE
				(loud)
		Fellow maniacs, bidding begins!

129	INT. BATCAVE - NIGHT

	Bruce stands with Dick, now wrapped in a blanket, steaming
	mug in hand, watching the main monitor.

				BRUCE
		Gotham University Labs.  Security
		video.  Two years ago.

130	SCREEN - CLOSE.  The image of a dazzling hi-tech lab-
	oratory.  A beautiful young woman (NORA FRIES) lays on
	a gurney.  A SCIENTIST works a bank of controls over a
	SMOKING vat of cryonic solution.  Handsome, the intense
	gaze of genius, the man Freeze once was.

				BRUCE
		Dr. Victor Fries  Two time Olympic
		Decathelete.  Nobel Prize winner in
		molecular biology. After his wife
		contracted a rare disease, McGregor's
		Syndrome, he hoped to freeze her in
		cryogenic sleep until he could
		discover a cure.  Here's where
		everything goes north.

	Alarms flash.  A panel EXPLODES. Fries is BLOWN into the
	vat of cryogenic solution.

				BRUCE
		That liquid is fifty below.

	Fries SCREAMS, engulfed in the mists of the cryonic
	solution, his skin now frozen, bluish, his hair brittle,
	all but gone.

				DICK
		That's gotta hurt.

				BRUCE
		Somehow he survived.  But the
		cryoslution mutated his body.

131	The display shows a turning schematic of Fries.

				DICK
		What happened to his wife?

				BRUCE
		Presumed dead.  No one knows.

	The display now shows a turning Mr. Freeze.  Compartments
	in both suit sleeves are highlighted, flashing diamond
	shapes within.

				BRUCE
		He needs extreme cold to survive.
		His cryo-suit uses diamond enhanced
		lasers to keep him at zero degrees.

				DICK
		Let me get this straight. A
		brilliant citizen, disfigured by a
		horrible accident, re-emerges as a
		psychotic super-villain bent on
		theft, revenge and destruction.
		You see a pattern here?

				BRUCE
<		Maybe it's something in the water.

	Bruce returns Dick's smile.

				BRUCE
		Well, if it's ice the iceman
		wants...Alfred!

132	INT. COSTUME VAULT - CONTINUOUS

	Alfred stands near the costumes, clutching a console, a
	man in intense pain. He lets the wave subside, regains his
	composure.

133	INT. BATCAVE - CONTINUOUS

	Alfred emerges as if nothing were wrong.

				BRUCE
		I need the Wayne Diamonds.

				DICK
		We gonna trap ourselves a snowman?

				BRUCE
		Absolutely.  Just as soon as you take
		ten hours training in the simulator.

				DICK
		Whoa, I made a mistake.  I'm sorry.
		Don't go all protective on me.  It
		won't happen again.

				BRUCE
		Dick, you were reckless.  You could
		have been killed.

				DICK
		I'm fine.  See.  Me.  here.  Alive.
		How are we gonna work together if
		you're never going to trust me?

				ALFRED
		How, indeed?

	Bruce stares at the two of them.  He smiles a wry smile.

				BRUCE
		When did I become the bad guy?

134	INT. BACK STAIRCASE - WALKING

	Bruce and Alfred travel the winding stair that leads from
	the Batcave to the top of the house.

				BRUCE
		He's over-eager, impulsive.  I can't
		trust him not to get hurt.

				ALFRED
		Perhaps the truth is you don't
		really trust anyone.

				BRUCE
		Don't tell me you're on his side.
		Again.

				ALFRED
		Despite all your talents, you
		are still a novice in the ways of family.
		Dick follows the same ends as you but
		gets there by his own course.  You
		must learn to trust him.  For that
		is the nature of family.

	They step through a doorway into...

135	INT. ALFRED'S QUARTERS - NIGHT - CONTINUOUS

			BRUCE
		I trust you, Alfred.

	Alfred seems oddly pained by Bruce's words.

			ALFRED
		But I shan't be here forever.

	Bruce stares at Alfred a beat.  But Alfred just smiles.

			ALFRED
		Good night, Master Bruce.

135A	EXT. WAYNE MANOR - HALLWAY

	Bruce EXITS his butler's room.  Looks to the end of the
	hallway.

135B	A YOUNGER BRUCE, no older than ten comes racing around
	the corner, trips, tumbling to the wooden floor.  Another
	figure steps out behind him.  ALFRED, decades younger, kneels
	by the boy, brushing off his knees, giving the boy comfort.

135C	BACK TO SCENE

	BRUCE - CLOSE.  Blinks away the images from the past, only the
	fragile ghosts of memory, moves off down the empty hallway.

135D	INT. ALFRED'S QUARTERS - NIGHT

	Alfred sit at his computer, activates the screen.  he
	lifts a CD, slips in into the disk drive, begins to TYPE.


				COMPUTER
		Override engaged.  Copying protected
		files.

	Alfred lifts a micro-recorder.

				ALFRED
		Still unable to reach you.  have
		vital information you must see...

136	SCREEN - CLOSE.  The files Alfred is copying.  Batmobile
	design.  Batsuit schematics.  All downloading onto the small
	disk.

137	EXT. SOUTH AMERICAN JUNGLE - PRISON MORTE - NIGHT

	A full moon shines over the hidden complex.

138	INT. TENTED GREENHOUSE LAB

	Woodrue stands at Pam's workstation, TALKING on his
	portable phone as he rifles through her research.

			WOODRUE
		Yes, sir, I'm so pleased you won the
		bidding, Your Supreme Ruthlessness..

	(OVER) Bane SCREAMS in the distance.

			WOODRUE
		We're making the final modifications
		on Bane right now.  We'll have a
		thousand super soldiers out to you
		tomorrow by overnight mail...

139	He hangs up.  HOLD on a patch of ivy in the b.g. Perfectly
	still.  Suddenly the leaves RUSTLE, as if being moved from
	beneath.

	Woodrue turns as a figure BURSTS, fast, from beneath the
	brush.

	Magenta hair.  Chlorophyll green eyes.  Ravaged clothes
	revealing the form and demeanor of a goddess.  The woman
	who was once Pamela Isley smiles, moves forward.

				WOODRUE
		Dr. Isley?  Pamela?  You look great.
		Especially for a dead woman.

				PAMELA
		Hello, Jason.  I think I've had a
		change of heart.

	Her lips glisten.  She leans in and kisses him.

				PAMELA
		Quite literally.  I don't think I'm
		human anymore.  The animal-plant
		toxins had a rather unique effect on
		me. They replaced my blood with
		aloe, my skin with chlorophyll and
		fill my lips with Venom.

	Woodrue begins to CHOKE.  He falls, clutching his throat.

				PAMELA
		Oh, and Jason?  One other thing.
		Silly me, I probably should have
		mentioned this earlier.  I'm poison.
				(shrugs)
		It's a jungle in here.

140		Pam spills beakers of chemicals onto the floor.  She
		throws a Bunsen burner to the ground, the lab suddenly in
		flames.

				PAMELA
		Let the flames touch the sky. For I
		am nature's arm, her spirit, her 
		will.  Hell, I am mother nature.
		The time has come for plants to take
		back the world so rightfully ours.
		Because it's not nice to fool with
		mother nature.

	Something catches Pam's eye.  Pam lifts a broken beaker
	On it, the Wanye Enterprises logo.  (OVER) Bane SCREAMS
	in the distance.

				PAMELA
		Coming, Bane darling.  We've got a
		plane to catch.

141	EXT. SNOWY CONES ICE CREAM FACTORY - NIGHT

	An abandoned ice cream factory built in the shape of a
	snowman's face, a dripping cone stuck onto the giant
	snowball head.

142	INT. SNOWY CONES ICE CREAM FACTORY

	Abandoned.  Always freezing.  Ice sculpture everywhere.
	Freeze walks the bowels of the old factory.

	ICEMEN in parkas and SNOW BUNNIES eat frozen dinners,
	GUFFAWING as they watch TV.  The SEXIEST BUNNY sidles up
	to Freeze.

				MS. B. HAVEN
		Freezy, I'm feeling...hot.

				FREEZE
		I find that unlikely.

				MS. B. HAVEN
		Okay, my hair is brittle, my skin
		is dry and I don't care.  I'd
		weather blizzards to have you.
		You're the most perfect man I've
		ever known.

				FREEZE
		To be frozen.  To never change.  A
		life of perpetual ice-olation.
		There is little perfection in that.

				MS. B. HAVEN
			(pushing closer)
		What say we turn up the heat?

				FREEZE
		You're skating on thin ice.  My
		passion thaws for my bride alone.

				MS. B. HAVEN
		Forget your frosty femme.  These lips
		are wet and ready to get frostbite.

				FREEZE
		Hop away little bunny.  Before I
		cool your jets.  Permanently.

	The Bunny storms off.

				FREEZE
		I wonder how cold I can get my
		shower...Frosty!

	Freeze's faithful aide, FROSTY, appears by his side.

				FREEZE
		Everyone is always having a good
		time.  Except me.  Try as I might,
		can find no pleasure.  Perhaps my
		heart truly has turned to ice.

143	Freeze lifts his gun and FIRES, freezing Frosty solid.

				FREEZE
		Well, that was fun.  There's hope for
		me yet.

143A	Freeze stares at his frozen aide a beat, changes the
	setting on his gun and FIRES, a THAWING BEAM melting
	Frosty so he stands now, soaked and dripping like a wet cat.

143B	Freeze turns on his heel.  Frosty follows him past
	mounting files of research.  Scrawled schematics  An icy
	workshop.

				FREEZE
		Do you think I'm mad, Frosty?

				FROSTY
			(wringing out his sleeves)
		That's really a judgment call, boss.

145	A flashing display on his suit watch reads LOW POWER.

				FREEZE
		Battling the bat exhausted my power.

	From a safe, Freeze takes three small diamonds, place
	them in the suit compartment.  His power levels spike to
	normal.

				FREEZE
		But I was successful nevertheless.

146	Freeze continues to a pedestal atop which sits a machine
	powered by two giant diamonds.  Slots for two more diamonds
	are empty.  He removes the giant stolen diamond from within
	his tunic, place the gem in an empty third slot.

				FREEZE
		One more giant diamond of this size
		and my freezing cannon will be
		complete.  I will hold Gotham ransom.
		Unless the city bows to my demands,
		it's winter forever here in goat-town.
		The city fathers will have no choice
		but to give me the billions I need
		to complete my research, to find the
		cure for...

146	Freeze has come to a frozen wall.

				FREEZE
		Leave us.  We need quality time.

148	As Frosty EXITS in the b.g., Freeze enters a walk-in
	freezer, lifts a frozen dinner box.  A SECRET VAULT opens.
	Freezes steps into...

148A	INT. FREEZE'S SUBTERRANEAN COLD VAULT

	Within, a computerized glacier-like sarcophagus bears his
	frozen wife, a snowflake pendant around her neck.

				FREEZE
			(touches the glass)
		Soon we will be together once more.

	Freeze turns towards his research, heading back to work.

				FREEZE
		Nothing frustrates a man like a 
		frigid wife.

149	INT. LIMBO - NIGHT

	Robin is fighting Mr. Freeze and his cronies.  Robin
	delivers a fast set of spinning kicks to the Thugs,
	felling them like toys.

150	A Thug carrying a large diamond breaks free, racing away.
	Robin leaps for the escaping Thug, putting his back to
	Freeze.

151	Freeze raises his joined fists high above Robin's head,
	coming down fast.  Robin is done for.

152	Suddenly Batman swing out of the dark, his boots flying
	into Freeze's chest, sending the villain hard to the
	ground.

153	Batman drops to Freeze's chest, HAMMERS a series of
	punches into his tunic, rendering him unconscious.  Batman
	looks up at Robin.

154				BATMAN
		We'll be starting again now.

155	Just then Freeze's hand shoots up, grabbing Batman by the
	throat.

156				BATMAN
		Pause virtual reality simulation.

	PUSH IN as Batman reaches towards his cowl.  SCREEN WIPES
	TO REVEAL...

157	BRUCE WAYNE - CLOSE.  Pulls off a pair of VR goggles.

	WIDER

	Bruce and Dick, also in VR goggles, stand on an empty
	platform in the back of the Batcave.

				DICK
		I got the diamond.  Quell problemo, Bruce?

				BRUCE
		You left your back wide open.  Freeze
		could have killed you.

158	Dick demonstrates a spinning back kick that would have
	dropped Freeze in his tracks.

				DICK
		I had it covered.

	(OVER) A doorbell RINGS.

				DICK
		You know, in the circus, The Flying
		Graysons were a team.  We had to
		trust each other.  We had to count
		on each person to do his part.  That's
		what being partners is all about.
				(loud)
		End simulation.

159	Ambient lights come up in the cave.

160				DICK
		Sometimes counting on someone else
		is the only way to win.

	(OVER) the doorbell RINGS again.

				DICK
				(puzzled)
		Where's Al?

	Dick heads for the door.

				BRUCE
				(following)
		Couldn't we just for once pretend
		that I'm the teacher and you're the
		student?

162	INT. WAYNE MANOR - FOYER - AFTERNOON

	Columns of dancing sunlight fill the giant entryway.  Dick
	goes to the front door as Bruce meets Alfred emerging in
	the b.g.

				ALFRED
		I must have dozed off.  My sincerest
		apologies, sir.

				BRUCE
		No apology necessary.  That's the
		first time in thirty years.

	Bruce smiles, but he can't take his eyes off Alfred.  The
	butler seems pale, older than usual.

				DICK
		Mystery pizza delivery?

163	Dick opens the door.  A young girl stands in the autumn
	light, beautiful, dressed in prim, schoolgirl clothes,
	BARBARA WILSON.

				DICK
		Please be looking for me.

				BARBARA
		I'm so sorry to trouble you, but-

	That's when the girl sports Alfred.  The old man's eyes
	widen.

				BARBARA
		Uncle Alfred?

164	Barbara rushes in, past Dick and Bruce, into the old
	butler's arms.  he holds her close.  Bruce and Dick face
	each other.

				BRUCE & DICK
				(mouthing)
		Uncle?

165	EXT. WAYNE ESTATE GARDENS - AFTERNOON - WALKING
	Bruce, Alfred, Dick, and Barbara tour.

				BARBARA
		How long has it been, Uncle Alfred?

				ALFRED
		Ten years.
				(to Bruce)
		Barbara isn't really me niece, sir.
		She's Joanna Clark's daughter.

				BRUCE
		Of course.  Alfred still keeps your
		mother's picture in his room.

				DICK
		Anybody want to tell us kids in the
		cheap seats who Joanna Clark is?

				ALFRED
		Joanna and I were in love in London.
		But when I realized our age difference
		was too extreme -

				BARBARA
		Uncle Alfred left for America.  Much
		to my mother's dismay -

				ALFRED
		Eventually she married a young
		physician.

166	EXT. WAYNE ESTATE - STABLES - WALKING - CONTINUOUS

				DICK
		Al's main squeeze.  Is she here?
			(off everyone's looks)
		I'm about to scrape the bottom of my
		shoe off my tongue, right?

				BARBARA
		My parents were killed in an auto
		accident ten years ago.  Alfred has
		been supporting me ever since.

				BRUCE
		You have?

				ALFRED
		Secrets are a virtual prerequisite
		in this house, don't you think?

				BARBARA
		I'm on break from-

				BRUCE
		Oxbridge Academy?

				BARBARA
		Their new computer sciences
		division.  How did you know?

				BRUCE
		I recognized the accent.

167	They have come to the garage.  A motorcycle sits out
	front.

				BARBARA
		What is it?  It's beautiful.

	The way the sun catches Barbara, she looks like an angel.

				DICK
		You can say that again.
			(catching himself)

		It's a competition racer I've been
		fixing up.  Maybe one day I'll show
		you how to ride.

				ALFRED
		You certainly will not.

				BARBARA
		Oh no, those things frighten me.

				BRUCE
		Well, I hope you'll stay with us.

				ALFRED
		There's a lovely inn just down --

				BARBARA
		All this luxury really isn't my
		style but-
			(still eyeing the bike)
		I'd love to stay.

				BRUE
		Then it's settled.

				ALFRED
		Oh, but, sir.  So much goes on-

				BRUCE
		Don't be silly, Alfred.
		After all, she's family.

170	EXT. GOTHAM AIRPORT - TARMAC _ NIGHT

	A vintage DC-3 steams on the runway.  Pilots descend the
	gangway.

	Pamela Isley, dressed as a grieving window, supervises the
	LUGGAGE HANDLERS' debarkation of a coffin.  An immense
	coffin.

				PAMELA
		Be gentle.  He's always been touchy.

				HANDLER
		Whatever you say, lady.

	Pam watches the Handlers carry the coffin away.  She turns,
	walks off across the tarmac.

171	FAVOR THE BAGGAGE HANDLERS as they bear the coffin to the
	terminal.

				HANDLER
			(imitating Pam)
		He's always been touchy.  Right.

172	A GIANT FIST CRASHES through the splintering lid.  The
	Handlers drop the coffin as a figure emerges. Bane,
	wearing his full costume, his injector pack strapped to
	his back.

	Bane lifts a Handler, begins swinging him like a baseball
	bat, sending the other Handlers flying.

173	EXT. AIRPORT - TARMAC

	A LIMOUSINE sits at the edge of the runway.  A lone
	BUSINESSMAN approaches the waiting car.  The DRIVER smiles,
	opens the door.  he Businessman climbs in to find...

174	INT. LIMO - NIGHT

	Pam sits sprawled on the back seat, showing no small bit
	of leg.

				BUSINESSMAN
		There must be some mistake --

				PAMELA
		Silly darling, there's no need to
		pretend in front of the driver.

	She grabs his face kisses him passionately.  She lets go,
	the Businessman slumps to the seat.  Dead.

				PAMELA
		Love hurts.  In my case it kills.

175	THE REARVIEW MIRROR

176	The limo driver watches on.  Suddenly a hand reaches in
	SNAPPING his neck, drags out his body.  Bane climbs into
	the driver's seat.

				PAMELA
		Once around the park.

177	INT. ALFRED'S ROOM

	The door is ajar.  (OVER) a gentle KNOCK.  Barbara pushes
	inside, wearing a long terry robe.

	The room is empty.  She notices a pile of envelopes on the
	desk.

	ENVELOPES - CLOSE.  All addressed to Wilfred Pennyworth.
	Royal Court of Mirajanpore.  All stamped RETURN TO SENDER.

				ALFRED (OVER)
		I didn't know sneaking around was on
		the curriculum at Oxbridge.

	Barbara starts, turns.  Alfred steps from the shadows in
	his robe.

				BARBARA
		I'm sorry, Uncle, I came to tuck you
		in.  And...

				ALFRED
		You came to tuck me in.  That's quite
		a switch.
			(off the envelopes)
		I am looking for my brother, Wilfred.
		He is first butler to the Maharajah
		of Mirajanpore.  But Mirajanpore is a 
		floating court, it travels across
		India, so Wilfred can be rather
		difficult to find.

178	Alfred TAPS his computer keyboard.

179	SCREEN - CLOSE.  Full motion images of a resplendent royal
	court, carried entirely on the back of elephants.

				BARBARA (OVER)
		I guess they don't have fax machines
		on elephants.

				ALFRED
		I have been trying to reach Wilfred
		with no success.  As one grows older,
		one yearns for family.

				BARBARA
			(she smiles)
		It's good to see you again, Uncle.
		I've missed you.

				ALFRED
		As I've missed you.
			(kissing her head)
		Sleep well, child.

	Barbara heads out, closing the door behind her.

180	INT. HALLWAY - CONTINUOUS

	Barbara walks to her room.  She pauses, waiting for the
	light under Alfred's door to go out.  Then she disappears
	inside.

181	INT. WAYNE MANOR - BARBARA'S ROOM - CONTINUOUS

	Barbara whips off her robe. Underneath, a tight black
	leather motorcycle outfit.  She begins pulling on sleek
	black boots.

182	EXT. WAYNE MANOR - NIGHT _ CONTINUOUS

	A knotted climbing rope tumbles out of one of the windows.
	A figure expertly descends into the courtyard below.
	Turns, face now visible in the moonlight.  Barbara.

183	INT. WAYNE MANOR GARAGE - NIGHT - CONTINUOUS

	Kids collect Matchbox and Corgi.  Billionaires collect the
	real thing.  Barbara ENTERS, cloaked in the shadows, moves
	stealthfully past the myriad cards until she comes to the
	row of motorcycles.

	She stops at a sleek competition bike, climbs on, pulling a
	racing helmet from her back-pack, expertly kick-starts the
	ENGINE.

184	Barbara rides out through the open garage into the
	night.

185	INT. SNOWY CONES ICE CREAM FACTORY - NIGHT

	Freeze is standing at his computerized work-station,
	entering data into the keyboard.

				FREEZE
		Maybe this time, this new formula,
		will return you to me.

	Freeze hits a switch.  A beat.  Then an ALERT panel flashes a
	simple message:	TEST FAILURE. 
	Freeze SLAMS the console with his fist.

	FOLLOW FREEZE as he rises, walks through the open door
	into...

185A	INT. FREEZE'S VAULT - NIGHT

	Freeze stares up at his wife in her frozen sarcophagus,
	fighting back the tears.

				FREEZE
		No cure tonight, my love.  Forgive
		me.  But soon, I promise you.  Soon.

186	INT. LIMOUSINE - DAY

	Morning.  Bane drives. Ivy sits in the back seat, applying
	brown contact lenses, donning a dark wig.  Pamela Isley
	once more.

				PAMELA
			(to the Charlie jingle)
		Kind of Hip, kind of Wow, Ivy.  Kind
		of Free, kind of Now, Ivy.

187	EXT. GOTHAM OBSERVATORY - DAY _ESTABLISHING

	A stone and copper observatory in the process of being
	restored, set atop the banks above the Gotham River and
	the city beyond.

188	INT. OBSERVATORY

	An immense circular hall under construction.  Within, a
	partially installed telescope.  Bruce stands flanked by
	his stunningly beautiful date (JULIE MADISON), a SCIENTIST
	and his ASSOCIATE, all on a podium backed by blueprints,
	facing the PRESS.

				BRUCE
		My father once told me that to
		succeed we need only pick our
		star and follow it.  And so Wayne
		Enterprises is donating the world's
		most advanced telescope to Gotham's
		Observatory Restoration Project.
		Perhaps this telescope will give
		future generations a chance to
		find their own stars.

				GOSSIP GERTY
		Brucy, is it true this new telescope
		can see all around the globe?

				SCIENTIST
		Yes, if you'll watch the monitors -

189	A MONITOR BANK - CLOSE.  A graphic of the earth.
	Equidistant satellites in geosyncronous orbit are
	highlighted.

				SCIENTIST
		Satellites already in orbit allow us
		to reflect light around the planet.

	ON SCREEN - A graphic ray of light is reflected from a
	satellite over Australia, to a satellite over the U.S.,
	and then beamed to a graphic of the Gotham-based telescope.

				ASSOCIATE
		From here we'll be able to see the
		sky anywhere on earth.

				BRUCE
		Just don't point it at my bedroom.

				GOSSIP GERTY
		Brucy, you and the exquisite Julie
		Madison have been going out forever.
		Are you planning to tie the knot?

				BRUCE
		Get married?  me?  No...

				JULIE
		No!?

				BRUCE
		Umm.  What I mean is...no plans at
		the moment...

				JULIE
		But soon...

				GERTY
		Soon?

				BRUCE
		Ah...Sooner or later...all
		relationships evolve and...

				JULIE
		And?

				BRUCE
			(to Julie)
		Can I get some help over here?

	Julie smiles, turns to the PRESS. the very picture of
	composure.

				JULIE
		Bruce and I are lucky enough to be
		recklessly in love. And that is
		most certainly enough for us.
			(to Bruce)
		For now.

	FOLKS LAUGH, charmed.

				SCIENTIST
		Now, if you'll all follow me, I'll
		show you the central control grid...

	The Scientist and Associate tour Julie and the Press around
	the telescope, leaving Bruce to confer with two of his Aides.

				GUARD (OVER)
		Mr. Wayne?

190	WIDER
	Pam, hair in a bun, face behind glasses, cloaked in a
	frumpy suit, is standing behind two door GUARDS.

				GUARD
		She doesn't have a pass, sir.

	BRUCE smiles, waves off the guards with a gesture.

				BRUCE
		They're overly protective.  You're
		Not going to hurt me are you, Ms...

				PAMELA
		Dr. Pamela Isley.

				BRUCE
		What can I do for you, Doctor?  A
		research grant?  A hospital wing?

				PAMELA
		Actually, I already work for you.
		Or did.  Your arboreal preservation
		project in South America.

				BRUCE
		We cut our support.  A conflict of
		ideologies.  Dr. Woodrue was a lunatic.

				PAMELA
		I see you knew him.

				BRUCE
		That lab was consumed by fire last
		week.  how did you manage to escape?

				PAMELA
		I have here a proposal showing how
		Wayne Enterprises can immediately
		cease all actions that toxify our
		environment.

	Bruce takes the proposal, scans it.  Pam's eyes shine
	despotic.

				PAMELA
		Forget the stars.  Look here, at the
		Earth, our mother, our womb.  She
		deserves our loyalty and protection.
		And yet you spoil her lands, poison
		her oceans, blacken her skies.
		You're killing her.

				BRUCE
		Your intentions are noble, but no
		diesel fuel for heat.  No coolants to
		preserve food.  Millions would die of
		cold and hunger alone.

				PAMELA
		Acceptable losses in a battle to save
		the planet.

				BRUCE
		People come first, Dr. Isley.

191	The tour has returned.  Pam turns to the Press.
	Begins to soapbox.

				PAMELA
		Mammals.  So smug in your towers of
		stone and glass.  A day of reckoning
		is coming.  The same plants and
		flowers that saw you crawl blind
		from the primordial soup will
		reclaim this planet.  Earth will
		be a garden again.  Somehow, some
		way, I will bring your man-made
		civilization to its knees and
		there will be no one to protect you.

	Pam's tirade is so extreme, folks around her LAUGH.

				GOSSIP GERTY
		You must be new in town.  In Gotham
		City, Batman and Robin protect us.
		Even from plants and flowers.

				BRUCE
		Perhaps you'd like to meet them.

	Bruce nods and an Aide hands Pam an invitation.

192	INVIATION - CLOSE.  Batman and Robin to appear at the
	Flower Ball.

				BRUCE
		The caped crusaders are helping us
		auction off a prized diamond to
		raise money for the Gotham Botanical
		Gardens.  Just a few mammals doing
		what we can for our world's plants.

				GOSSIP GERTY
		So, Brucy, will the delicious Ms. Madison
		be your date for the flower ball tonight?

				PAMELA
		Tell me, billionaire, would you warm
		faster to my pleas if I looked more
		like Ms. January here?

				BRUCE
		Although the Wayne Foundation is
		hosting the event, sadly I will be
		unable to attend.  Thank you all.
				(to Pam)
		Good day, Doctor.

	Pam watches him go, trailed by press.  Peers at her invitation.

				PAMELA
		Batman and Robin.  Militant arm of
		the warm-blooded oppressors.  Animal
		protectors of the status quo.  First
		I'll rid myself of the fur and
		feathered pests.  And then Gotham
		will be mine for the greening.

193	INT. SNOWY CONES ICE CREAM FACTORY

194	Nora and Victor Fries kiss at their wedding altar.  The
195	video images change to show the couple playing with a
196	puppy.  Nora LAUGHS as her husband crowds beside her. He
	EXITS frame, hands her something.

				NORA
		Oh, Victor, it's beautiful.

	Nora holds her snow-flake necklace up for the camera.
	Places it around her neck, smiling up tot he warm summer
	sun.

197	PULL BACK TO REVEAL

	Freeze sits watching the images on his screen.

				FROSTY (OVER)
		'Scuse me, chief.  I got something
		her you might want to see.

198	Frosty stands in the door, newspaper in hand.  Without
	shifting his gaze, Freeze lifts his freezing gun, FIRES.
	Frosty Freezes.

				FREEZE
		I hate it when people talk during
		the movie.

199	Freeze continues staring at the screen.  Finally the happy
	images are just too much for him.  He FIRES his gun at the
	screen, the picture EXPLODING into flying shards of light.

				FREEZE
		One more diamond, my love.  One more.

200	Freeze rises.  he breaks off the cover of the frozen paper
201	in Frosty's hand.  PAPER-CLOSE.  Wayne Donates Diamond to
	Flower Ball.

202	EXT. GOTHAM BOTANICAL GARDENS - NIGHT

	An immense glass greenhouse set atop the roof of a mighty
	skyscraper.  Elegant guests mill admist the stars.

203	INT. GOTHAM BOTANICAL GARDENS - GREENHOUSE - NIGHT

	A hanging banner reads GOTHAM CHARITY FLOWER BALL.  A
	GIANT BEAST MASK covers the entrance.  DRUMMERS STOMP on
	congo drums.  GUESTS dress as flowers.  TWO COSTUMED
	GORILLAS romp about the room.

203A	Batman and Robin stand by the stage.

				ROBIN
		You think Freeze will take the bait?

				BATMAN
		He'll be here.

203B	ATOP THE STAIRS.  The two Gorillas have converged on the
	DRUMMERS.  One begins dancing around, covertly KNOCKING
	the drummers unconscious with his paws.

204	ON STAGE.  The MC walks out, followed by Gossip Gerty.

				MC
		Ladies and Gentlemen.  Gossip Gerty
		of Good Morning Gotham and I welcome
		you to the gem of our evening.

204	Two armed guards emerge bearing a palette upon which
	hangs a silver necklace supporting a perfect, grapefruit
	sized diamond.

				GOSSIP GERTY
		The famed Heart of Isis, on loan
		from the Collection of my close,
		personal friend Bruce Wayne.

	The MC gestures and several woman step forward dressed as
	flowers, each more strikingly gorgeous than the next.

				MC
		Tonight, on auction, an opportunity
		to dine with one of our fabulous
		flowers, the famed diamond draped
		around her neck.

				GOSSIP GERTY
		Ooo, look at all these luscious
		lovelies.  let's start the bidding.

				MAN #1
		Ten thousand for Chrysanthemum.

				MAN #2
		Twenty thousand for Lilac.

				MAN #3
		Thirty thousand for Rose.

				GOSSIP GERTY
		Boys, please.  Show some gusto.

205	THE TOP OF THE STAIRS.  ONE GORILLA begins to BEAT the
	drums.  The other removes her paw mitts.  Her gorilla's
	head.  From within her gorilla costume, steps a vision.
	Skin tight green costume made of leaves.  Green boots and
	mask.  magenta hair.  Glowing green eyes.  Meet POISON IVY,
	simply the most beautiful woman known to man.

205A	ROBIN-CLOSE.  Smiles.

				ROBIN
		Gorilla my dreams.

206	Ivy lifts her green gloved hands, both filled with piles
	of sparkling dust, blows the powder over the startled
	patrons.

207	FOLLOW THE DUST as it spins out in fairy-like spirals,
	curling through the crowd.

208	THE CROWD - VARIOUS SHOTS.  Folks blink their eyes,
	suddenly bewitched, as Ivy tilts backwards, falling into
	the arms of several jungle clad men on the ballroom floor.

209	IVY saunters over a bridge made of the backs of kneeling
	men, through the parting crowd, towards Batman and Robin.

				IVY
		Hi there.

				MC
			(sputtering)
		And you are...

				IVY
		Poison.  Poison Ivy.

210	BATMAN - CLOSE.  Dazed.  Like a man who's drunk a quart of
	love potion.  He takes her hand.

				IVY
		Why not send junior to bed early, I
		could come and take your measurements?

	Ivy turns now to Robin, offers the other hand.  She blows
	another volley of dust into Robin's face.

				IVY
		On the other hand, youth does have
		its advantages.  Endurance.  Stamina.

211	ROBIN - CLOSE.  Also suddenly smitten, perhaps even
	harder.

				IVY
		Why settle for second place?  Robin
		is a sidekick, a junior partner.  If
		we were a team, you'd be the star.
		Forget the geriatric bat.   Come, join
		me, my garden needs tending.

	The two help her up onto stage.  She turns to the
	mesmerized MC.

				IVY
		I'll take it from here, pal.

	Ivy lifts the diamond, places it around her neck.

				IVY
		Some lucky boy's about to hit the
		honey pot.  I'll include an evening
		of my company for the winner.  I'll
		bring everything you see here.  Plus
		everything you don't.
			(off Batman and Robin)
		And I'll bring my imagination.

				MAN #1
		50 thousand for Poison Ivy - -

				MAN #2
		100 thousand for Poison Ivy - -

				BATMAN
		One million - -

				ROBIN
			(sotto voce)
		You own it.
			(loud)
		Two million - -

	The two lock eyes.

				BATMAN
			(sotto voce)
		You don't have two million.
				(loud)
		Three million - -

				ROBIN
			(sotto voce)
		I'll borrow it from you.
			(loud)
		Four million - -

				IVY
		You two boys aren't going to fight
		over little old me, are you?

	Batman reaches to his utility belt, draws a batarang.

				BATMAN
		Five million - -

	Robin reaches to his utility belt, pulls a throwing bird.

				ROBIN
		Six million - -

				GOSSIP GERTY
		Is it getting nippy in here?

212	THE TEETH of the giant mask EXPLOSE as Freeze's truck
213	SMASHES into the room from an elevated bridge beyond.
214	Standing atop the vehicle, backed by swirling mists,
	Freeze, his Icemen following behind.

				FREEZE
			(drawing his gun)
		Did I use the wrong door again?

215	Batman hurls his batarang, knocking Freeze's pistol free.
	Batman and Robin race forward, engulfed by the rushing
	force of Icemen.

	HIS PISTOL flies into the hands of one of the Guests.  A THUG
	rams the Guest from behind, the gun bouncing into the air.

215A	A swarm of armed SECURITY GUARDS and GUESTS swamp Freeze.

215B				FREEZE
		When technology fails...brute force.

215C	FREEZE moves like lightning, SMASHING guards with mighty
	punches, WHIPPING guests flying across the room.

	FREEZE'S PISTOL bounces from Guest, to Thug, to Guest like
	a wildly fumbled football, a Thug finally tipping the soar-
	ing gun back towards Freeze.

215D				FREEZE
		Alright, everyone, chill!

216	Freeze FIRES, turning a few guests and several exotic
	flower arrangements into ice.

				FREEZE
		I should have been a decorator.

217	Freeze starts for the stage.

218	BATMAN and ROBIN are in mid-melee, fighting off an army
	of Icemen.

219	Batman SMASHES one Thug three times in the chin.

220	Robin does a spinning side kick to another approaching
	villain, then ducks, sending one villain crashing into
	another.

221	Batman grabs a Thug, throws him to Robin, who punches
	him back to Batman who punches him back to Robin.

222	Both punch him simultaneously, the Thug flying back
	through the air.  They begin fighting their way towards
	the stage.

223	FREEZE climbs onto the stage to face Poison Ivy.

				FREEZE
		Let me guess, Plant Girl? Vine Lady?
		Ms. Moss?

				IVY
		Listen, Captain Cold, the suit, maybe,
		even though silver went out in the
		70's.  But those boots are unforgivable.
		What is it with men?

				FREEZE
		I'd love to stand here all day and
		exchange fashion tips but I'm kind
		of pressed for time.  So hand over
		the diamond, Garden Gal, or I turn
		you into mulch.

	Ivy pulls a handful of dust from her belt-pouch, blows it
	towards him.  The dust swirls around his helmet.  Ivy
	frowns.

				FREEZE
		Pheromone dust.  Designed to heat a
		man's blood.  Doesn't work on the
		cold hearted.  Now, if you please...

	Freeze extends his gloved hand.

				IVY
		Well, if you insist.

	Ivy hands him the diamond.

				FREEZE
		Clever little clover.

224	Just then one of the Thugs flies across the room,
	SHASHING into the back of the stage.

				FREEZE
		That's my exit cue.

	FREEZE races for his truck.

225	BATMAN and ROBIN dispatch the last Iceman, make for the
	stage.

				BATMAN
			(to Gordon)
		You have eleven minutes to thaw those
		guests, Commissioner.

226	Batman and Robin race after the escaping Freeze and his
	men.

227	Ivy stares after them.  She lifts a small souvenir.  A tiny
	glass globe that says Welcome To Gotham.  Shakes the
	bauble, the tiny city within suddenly covered by snow.
	Gordon appears behind her.

				GORDON
		Miss Ivy, you've just met one of
		the most sinister men in Gotham.

				IVY
		That's no man.  That's a God!

	Gordon moves off as the second Gorilla arrives on stage,
	removes his mask.  Bane.

				IVY
		Enough monkey business.  We've got
		work to do.

228	EXT. GOTHAM CITY - NIGHT

	A GIANT STATUE stands amidst Gotham's sky-scrapers.
	CLOSER.

	Freeze in his Ice Truck, two Crony Trucks behind him,
	race up the interconnecting bridges that crisscross
	Gotham's skyline.

229	INT. FREEZE'S TRUCK

	FREEZE - POV.  Gothamites veer their cars off the roadway in
	his path as Freeze spots the statue.  He reaches for his dashboard.
	Freeze hits a flashing gun-shaped button on the dash.

230	EXT. FREEZE'S TRUCK - NIGHT

	A giant freeze-gun atop the truck FIRES.

231	EXT. GOTHAM ROOFTOPS - NIGHT

	THE STATUE'S HEAD - CLOSE.   Freezes, the neck of the giant
	figure EXPLODING in a storm of ice.

232	FREEZE'S TRUCK swerves off the road, leaping through the
	hole in the statue's neck and racing onto its shoulder.
	His Crony trucks follow, all racing away down the statue's
	arm.

233	THE BATMOBILE AND THE REDBIRD follow in close pursuit,
	BLOWING through the hole in the statue's neck.

234	INT. BATMOBILE

	BATMAN - POV.  The Freeze vehicles are heading towards the
	hand of the statue.  Batman hits a button.

235	MONITOR - CLOSE.  Flashing schematics of the various
	trajectories of the Freeze vehicles and their imminent
	jumps from the hand, over the abyss of the city, to the
	lower rooftops beyond.

				BATMAN
		Pull back.  You can't make the jump.

236	EXT. REDBIRD

				ROBIN
		I can make it.

237	EXT. STATUE'S ARM

	The Batmobile is shooting down the arm, the Redbird close
	behind

238				BATMAN
		Pull back.

				ROBIN
		I can make it.

	Robin SHOOTS a wheelie, overtaking the Batmobile.

239	INT. BATMOBILE

				BATMAN
		Redbird control codes.

240	MONITOR - CLOSE.  Schematics for the Redbird flash.


				BATMAN
		Disable engine.

241	EXT. REDBIRD - NIGHT

	Robin's engine warning-light goes on.  The motor begins to
	DIE.  The abyss is coming up fast.  Robin side-grounds the
	bike, SKIDDING.

242	EXT. STATUE'S HAND - NIGHT

	Freeze and his cronies split towards the separate fingers.

243	SUPER-THRUSTERS fire and Freeze's truck clears the jump,
	landing on the sloping roof on the other side of the
	abyss.

244	His Crony Trucks follow, taking different fingers, flying
	into the air towards the rooftops beyond.  Not high enough.

246	EXT. ROOFTOP ABYSS - NIGHT

	One Crony truck BLOWS into an elevated billboard, the other
	EXPLODING into the opposing building.

246A	EXT. ROOFTOPS

	Freeze's truck hits the roof, breaks SCREECHING, spinning
	180 degrees, his freeze gun now pointing back over the abyss.

247	EXT. STATUE'S HAND

	The Redbird slides dangerously close to the end of the
	finger and the abyss below, finally coming to a halt as
248	the Batmobile ROCKETS its engine and roars past, flying
	over the chasm.

249	ROBIN stands on the fingertip, SHOUTING his rage into
	the night.

250	EXT. ROOFTOPS ABYSS

	The Batmobile soars over the abyss towards Freeze's truck.

251	INT. FREEZE'S TRUCK - NIGHT

				FREEZE
		It's a cold town.

	Freeze hits the flashing gun-shaped button on the dash.

252	EXT. FREEZE'S TRUCK - NIGHT

	The freeze-gun FIRES its deadly blast, hitting the
	Batmobile.

252A	EXT. STATUE'S HAND - NIGHT

	Robin watches as the flying Batmobile begins to ice over
	from Freeze's cryonic blast.


254	INT. BATMOBILE

	The controls are frozen.  A monitor flashes: SYSTEMS
	FAILURE.

255	BATMAN - POV.  The windscreen is covering with ice.

257	EXT. ROOFTOP ABYSS

	The Batmobile is falling across the abyss like frozen
	sculpture.  Suddenly the windscreen EXPLODES as Batman is
	catapulted through the glass like a torpedo, flying into
	the air high above the busy city.

257A	EXT. LOWER ROOFTOPS

	The frozen Batmobile drops to the safety of the rooftops on
	the other side of the abyss.

258	EXT. NIGHT SKY

	Batman flips, angling down, WHIPPING his cape open like
	the wings of a giant dark angel, riding the urban winds
	in a racing glide towards Freeze's truck below.

260	INT. FREEZE'S TRUCK - NIGHT

261	THE SHADOW OF THE BAT falls over the open cab of Freeze's
	truck.

				FREEZE
		Uh-oh.

262	FREEZE - POV.  Batman, cape extended, soars directly over
	the cab.

263	EXT. FREEZE'S TRUCK

	Batman SMASHES through the glass driver's dome, wrenching
	Freeze out of the cab, and soaring towards...

267	EXT. LOWER ROOFTOP

	Batman lands standing in the moonlight, a stunned Freeze
	rolling out of his cape, diamond still in hand.

				BATMAN
		I'm putting you on ice.

268	EXT. WAYNE MANOR - NIGHT - VFX

	The moonlit mansion sits on its clifftop perch above the
	river.  PUSH IN as a portion of the cliff BURNS AWAY TO
	REVEAL...

269	INT. BATCAVE - NIGHT

	Bruce and Dick argue.

				DICK
		I could have made the jump.

				BATMAN
		You could have splattered your
		brains on the side of the building.

				DICK
		This is no partnership.  You're never
		going to trust me.

				BATMAN
		Trust you?  You can't even keep
		your head on the job.  All you could
		think about was Poison Ivy.

				DICK
		You just can't stand that she
		might have wanted me instead of
		you; that's your idea of friendship,
		isn't it, Bruce?  You have to have
		everything.  Your house.  Your rules.
		Your way or the highway.  It's
		Batman and Robin not Robin and
		Batman.  I'm sick of it.

	Dick is right up in Bruce's face.

				BRUCE
		Yes it's my rules.  My rules that
		keep us alive.  And if you want to
		stay in this house and on this
		team then you'll abide by them.

270	INT. ALFRED'S QUARTERS - NIGHT

	Alfred is completing a cassette tape.

				ALFRED
		I have tried every address I
		know for you.  I am praying this
		reaches you.  We have very little
		time.

	Alfred puts the tape in the envelope.  (OVER) a KNOCK.
	Bruce ENTERS.

				ALFRED
		Congratulations on your
		apprehension of Mr. Freeze.  Batman
		monopolized the evening news.

				BRUCE
		Thanks.

	But the billionaire seems anything but celebratory.

				ALFRED
		Is there something wrong, sir?

				BRUCE
		Alfred, am I pigheaded?  Is it always
		my way or the highway?

				ALFRED
		Why, yes, actually.  Death and chance
		stole your parents.  But rather than
		become a victim, you have done
		everything in your power to control
		the fates.  For what is Batman if
		not an effort to master the chaos
		that sweeps our world, an attempt
		to control death itself.

270A	BRUCE - POV.  Out the window, young Bruce and Alfred lay
	wreaths on a windy grave.  Alfred puts his arm around the
	boy, holds him close.

270B	BACK TO SCENE

				BRUCE
		But I can't can I?

				ALFRED
		No, my boy.  I'm afraid none of us can.

271	INT. WAYNE MANOR GARAGE - NIGHT

	The competition bike's headlight goes out.

272	WIDER

	Barbara walks the bike steahtlfully back into the garage.

273	A HAND touches her shoulder.  Barbara moves fast, flipping
	the assailant over her shoulder in an expert judo move.

274	She spins to face...Dick.  Floored in every sense of the
	word. Barbara's demeanor suddenly changes.  All school 
	girl politeness.

				BARBARA
		Oh.  I'm so sorry.  I'd just never
		seen anything like it.  So massive.
		I took it out for a spin.  I do so
		hope I didn't inconvenience you.
			(off his look)
		Ah yes, the outfit.  For a...costume
		party.  Just trying it out.  One never
		knows how leather will wear.
			(helping him up)
		Judo lessons at school, you know.
		All the rage, really.  I suppose
		they've taken better than I thought.
		Again, my greatest of pardons.

	She's gone before Dick has a chance to speak.  he stares
	after her.  All is not as it seems in Wayne Manor.

275	EXT. ARKHAM ASYLUM - NIGHT

	Moonlight illuminates the familiar castle out of
	nightmare.

276	INT. ARKHAM ASYLUM CORRIDOR

	Several ARMED GUARDS are rolling a giant sub-zero refrig-
	erator on a gurney, the door chained and padlocked shut.
	Freeze is jammed inside, face visible through the torn off
	freezer compartment door.

				HEAD GUARD
		You're the common cold.  And we're
		the cure.  Welcome home, frost face.

				FREEZE
		Allow me to break the ice.  My name
		is Freeze.  Learn it well for it is
		the chilling sound of your doom.

277	INT. ARKHAM ASYLUM - FREEZE'S CELL - NIGHT

	Glowing rings on the floor and ceiling project a shimmer-
	ing column of snowing cold within the center of the room.

	Two GUARDS dump a suitless Freeze out of his frigidaire
	prison onto the floor, begin dragging him into the cold field.

278	Freeze throws off the Guards in a sudden fury, SMASHING
	one in the head with closed fists, kicking the other in the face.

279	He rushes for the door.  Mistake.  As his body passes out
	of the hypothermic field, he tumbles to his knees, his
	skin turning gray as he begins to wither and die.

				GUARD (OVER)
		Look at him stew.  How do you like
		your bad guy, medium or well done?

280	The Guards stand over him, Laughing as he crawls back
	over the filed threshold.  His color begin to return to
	normal.

				GUARD #2
		Get used to it.  You're gonna be here
		a very long time.

	Freeze looks up at the Guard who stands now at the wall
	sink, washing his hands.  A beat.  Then Freeze smiles.

				FREEZE
		I'm afraid not.  You see the means
		of my liberation is in your hands.
		Sadly, you will not live to see it.

281	EXT. GOTHAM ALLEY - NIGHT

	The entrance to an abandoned Turkish bath-house.  Ivy and
	Bane approach a boarded-up portal.

				IVY
		Batface and Birdbrain turned out to
		be more resistant to my love dust
		than expected.  No matter, I'll give
		them a stronger dose.  Next time,
		they'll literally be dying for me.

282	Bane SMASHES through the wooden boards with joined fists,
	two by fours splintering like balsa.  They disappear inside.

283	INT. BLOSSOM STREET TURKISH BATHS - NIGHT

	Abandoned.  Mid-eastern furniture crumbles.  Slaves and
	sycophants cover the walls, weeping color.

				IVY
		A fixer-upper, yes.  But with a
		certain homey charm.

	That's when the shadows in the cave begin to move.  One
	slips across the doorway.  More appear on all sides,
	encroaching.

				IVY
		Ah, a minus.  Current tenants.

	One figure steps into a column of moonlight.  Pale.  The
	toughest of urban predators.  These are a gang of punks
	called the GOLUMS.

				GOLUM
		Hello, pretty.

				IVY
		Hello yourself.  I love this place.  I
		hope it's priced to sell.

				GOLUM
		We love you.  You look good enough to
		eat.

				IVY
		Oh, that I am.  Come and get me.
		If you can.

	The Golums close in.  IVY SLAMS the activation stud on
	Bane's chest.

284	BANE - CLOSE.  Venom is pumped from his backpack through
	the tubes on his back into his skull.

285	The Golums attack.  But Bane hurls them off like animals.
	Kick and beats them, tossing them into walls, until the
	survivors race away.

				IVY
		For the strong, silent type, you are
		most persuasive.  Let's redecorate.
			(crossing the baths)
		First, the light is all wrong.

286	Bane rips a hanging board from the ceiling, the old
	wooden planks tumbling to the floor, sudden moonlight
	streaming in from above.

				IVY
		Also, what is this floor?

287	Bane stomps the floor, now revealing the dirt beneath.

				IVY
		Au natural.  Still, I've always
		hankered for something on the water.

288	Bane SMASHES a water main with his foot, irrigating the
	soil.

				IVY
		Now a little color.  It took God
		seven days to create paradise.

	Ivy withdraws a handful of tiny seeds from Bane's satchel.

				IVY
		Let's see if I can do better.

289	Ivy drops the tiny plants on the ground.  They begin to
	sprout into vines that spawn fast-budding flowers.

	Ivy lifts the Welcome to Gotham Bauble in her hand.

				IVY
		Bane, I've found a fellow who strikes
		my fancy.  A cool customer, yes.  Icy
		demeanor, no question.  But I detect
		a certain ruthless charm I may be
		able to use to my advantage.
			(off the dead thugs)

290	INT. WAYNE MANOR - LIVING ROOM - NIGHT

	Candlelit. A table set for two.  Alfred fills Bruce's wine
	goblet, walks away.  His forehead beads with sweat.  A man
	hiding pain.

291	BRUCE - POV.  Across the table sits Ivy.  She licks her
	lips.

				IVY
		Bruce?

	Bruce blinks.  Looks again.  Not Ivy at all but Julie.

				JULIE
		You're not even listening to me.

				BRUCE
		What?  I'm sorry.  You were saying...

				JULIE
		We've been going out over a year
		now and...Okay, here goes.  Bruce,
		I want to spend my life with you.

	Ivy saunters up behind Bruce, runs her hands down his chest.
	Bruce rises, shaking off the vision.  Goes over to Julie.

				BRUCE
		Julie, I'm not the marrying kind.
		There are things about me you
		wouldn't understand.

				JULIE
		I know you're a dedicated bachelor.
		That you've had a your wild nights.

				BRUCE
		Wild doesn't exactly cover it.

				JULIE
		But there's nothing you've done
		under the cover of darkness I
		couldn't learn to understand.

				BRUCE
		I wouldn't bet on that.

				JULIE
		I'm betting on you.  You'll make
		someone a good husband one day.
		But I can't wait around forever.
		Don't answer now.  Just think it
		over.
			(leaning close)
		Here's some food for thought.

	They kiss passionately.  Bruce opens his eyes.  He's kissing
	Ivy.  He recoils.  But it's only Julie before him, looking
	up, puzzled.

				JULIE
		Who's Ivy?

				BRUCE
		What?

				JULIE
		You just called me Ivy.  Who's Ivy?

				BRUCE
		I wish I knew.

292	INT. BATCAVE - ROBIN'S COSTUME VAULT - NIGHT

	(OVER) loud MUSIC.  Various magazine covers of Robin.  Dick
	is at his computer terminal, staring at a monitor.

293	MONITOR - CLOSE.  A newsphoto of the flower ball
	survivors.

				DICK
		Enhance detail, 14 to 19.

	A corner of the screen is highlighted, the IMAGE expands.
	IVY.

				DICK
		Who are you?

	(OVER) an ALARM SOUNDS.  The screen suddenly changes to an
	IMAGE of Barbara climbing out of her window, rappelling down
	an exterior wall.

				COMPUTER
		Alert!  Unauthorized motion within
		specified parameters.

				DICK
		Got ya!

	Dick is up fast, heading for the door.

295	INT. WAYNE MANOR GARAGE - NIGHT - MINUTES LATER

	Barbara has donned her leathers once again.  She mounts the
	competition bike.  Kick-starts the ENGINE, peeling out into
	the night.

	Dick rolls another racer out of hiding in the shadows. Pulls on 
	his racking helmet.  He kicks his ENGINE and starts after her.

296	EXT. GOTHAM ALLEY - NIGHT

	Groups of motorcycle gangs have gathered. Each is represented 
	by a single racer.  Leather clad.  Costumed.  Dyed hair.  Pierced 
	faces. Boys and girls for whom speed is a drug, the streets their 
	home.

	Barbara pulls up her bike.  A rider (BANKER) looks her up
	and down.

				BARBARA
		What's the entry fee?

				BANKER
		Two-fifty.

	Barbara nods, hands the cash.  Another biker (SPIKE) steps
	forward.

				SPIKE
		You got a handle?

				BARBARA
		Folks call me Three-Jump.

				SPIKE
		You're the babe won the tunnel run
		two nights ago.  That was trike
		racing. This is the big time.  Maybe
		you should ride my hog instead.

	Barbara smiles.

				BARBARA
		How about a side bet?

	As Spike and Barbara move in line beside the other racers,
	another helmeted racer emerges from the shadows to pay his
	entry fee.  His face hidden by his helmet, Barbara can't
	see that it's Dick.

	The racers, all helmeted, are in their starting positions.
	Engines are REVVED.  Banker raises a pistol in the air and
	FIRES.

298	Bikers SHOOT into the street.  Some go over the tops of
299	cars, others across the tops of stoops. Barbara watches as a 
	biker beside her careens into an EXPLODING pile of trash cans.

300	Two bikers are going neck and neck towards a racing
301	truck.  They split at the last instant, fly up off parked
302	cars, then hit the ground, one SPINNING OUT, the other
	taking a position at the front of the pack.

303	Barbara, Spike, two others hold the lead, leaving the
	rest in the dust.  One of the bikers hits an oil skid,
	flies into a FIREBALL.

304	THE FINISH LINE is a series of flashing yellow warning
	beacons atop the incomplete construction of a draw-bridge
	in the near distance.

	The race is down to three, Barbara, Spike and a third
	biker, all racing now onto the bridge, riveted steel
	beneath their wheels.

305	THE FINISH LINE is coming up fast, and just beyond the
	line of flashing cones, an abyss separating the two as yet
	unconnected sides of the bridge.  The trick is to cross the
	finish line first, but not so fast you can't brake before
	going over the edge into the water below.

306	Spike is trying to keep up.  But he's coming up on the
	finish line too fast for his taste.

				SPIKE
		Crazy broad.

307	He hits his BRAKES, slowing, falling out of position.
	Barbara looks across to see the racer on the other side.
	Barbara can't see his face, but it's Dick.

308	The finish line is coming up fast.  Instead of braking,
	both GUN their ENGINES.

309	THE FINISH LINE - CLOSE.  Barbara flies over the line,
	Dick a hair behind her, and then both shoot over the edge
	of the unfinished bridge, into the air, soaring high above
	the abyss.

310	Dick's front wheel hits the metal roadway on the other
	side of the gap, spinning rubber catching steel.

311	Barbara's front wheel hits the edge badly, rolling
	backward.

312	Dick spins over his shoulder, sees what's happening.
	Barbara's bike is losing purchase, slipping backwards
	over the edge.

313	Dick ditches his still moving bike and helmet, rolling
	off on tucked shoulder, leaping towards the edge as
	Barbara's bike finally slips, she and her hog tumbling
	downwards into the abyss.

314	Dick's jump sends him over the edge, hands extended, feet
	catching the lip of the bridge, hand grabbing Barbara's
	ankle, her bike plummeting beneath her as her helmet falls
	into the water below.

315	Dick hangs by one foot, holding a dangling Barbara by her
	ankle.

				DICK
		So, this is where you hang out.

316	EXT. GOTHAM BRIDGE - NIGHT

	Barbara stands in the b.g. receiving her winnings from
	Banker and Spike.  Dick rights his bike as she approaches.

				BARBARA
		I could have made it, you know.  I
		didn't need your help.

				DICK
		Whatever you say, lady.  It's all in
		a day's work for me.

	Barbara tries to hand Dick her winnings.

				BARBARA
		This is to replace the bike I lost.
		I'll get you the rest.

				DICK
		Keep it.

				BARBARA
		Of course, Dick Grayson, ward of
		the fabulously wealthy Bruce Wayne.
		Why would you need a few hundred
		dollars?

				DICK
		Hey, what's your problem?

				BARBARA
		I guess, the truth is I'm just not
		comfortable with the idle rich.  Even
		when they try to act like heroes.

	Dick pats the back of his seat.

				DICK
		Well you better get comfortable real
		fast, sister.  Cause we've only got
		one bike and it's a long walk home.

319	INT. WAYNE MANOR - GARAGE

	Dick and Barbara dismout.

				BARBARA
		I started racing after my parents
		died.  There was something about the
		speed, the danger, that took me out
		of myself, that made the hurt
		go away.  You wouldn't understand.

				DICK
		You'd be surprised.

				BARBARA
		Street racing isn't exactly an
		acceptable major at Oxbridge.  They
		kicked me out.  it doesn't matter.
		I've won enough money to do what
		I've always dreamed.

				DICK
		Just don't tell me you're hoping to
		run away and join the circus.

	They head towards the entrance tot he house.

				BARBARA
		Alfred has supported me my whole
		life.  Now I'm going to pay him back.
		I'm going to liberate him from his
		dismal life of servitude.

				DICK
		What are you talking about?

				BARBARA
		Servants, Masters, it's  ridiculous.
		Alfred is the sweetest, most noble
		man alive and he's subjugated all
		his life and dreams to someone else.

320	INT. WAYNE MANOR - FOYER - WALKING - CONTINUOUS

				DICK
		Alfred and Bruce are like family.

				BARBARA
		Paying someone to prepare your
		meals and do your laundry and
		clean your dishes, you call that
		family?

				DICK
		Alfred's happy here.

				BARBARA
		Happy.
				(a beat)
		You honestly don't know, do you?
		You can't even see what's in
		front of your own eyes.

	They've reached the main stair.  Dick stares at her
	puzzled.

				BARBARA
		Look at his skin. At how he's hiding
		the pain all the time.  Can't you see
		it?  Alfred's sick.

	And with that, Barbara disappears upstairs.  Dick stares
	after her.

				BRUCE (OVER)
		Alfred's not sick.

	Bruce steps from the shadows.  Sits now at the foot of the
	steps.

				BRUCE
		He's dying.  And I can't deal with it.

				DICK
		But he's never said a word-

				BRUCE
		You know Alfred.  He'd never say
		Anything.  But I can tell.  Until
		you came along, Alfred was the
		only family I ever had.  Without
		him, I don't know how I would
		have survived.  He saved my life,
		Dick.  And I've never told him.

				DICK
		Talk to him, Bruce.  There's nothing
		worse than losing someone without
		telling them how you feel.

				BRUCE
		I'm scared, Dick.  Maybe for the
		first time in my life.  I'm really
		scared.

321	INT. ARCKHAM ASYLUM - FREEZE'S CELL - NIGHT

	Freeze stands within the anti-thermic field, crafting a
	tiny ice sculpture of his wife.  He lifts the miniature
	gearworks from an alarm clock, places the ice sculpture
	atop of it, the statuette beginning to turn.  He covers the
	figure with a drinking glass.

				GUARD(OVER)
		Hey Icehead, you got a visitor.

322	WIDER

	A GUARD stands by the door.

				GUARD
		Your sister's here to see you.

323	FREEZE - CLOSE.  Puzzled.

				FREEZE

				(to himself)
		Sister?

	The Second Guard ENTERS, followed by a woman in a cloak.
	None other than Poison ivy.

324	INT. ARKHAM LOCK-UP - NIGHT

	A tiny basement room with a single barred window where
	prisoner's effects are kept.  Mannequins display familiar
	costumes, Joker's, Riddler's, Freeze's.

325	A GUARD sits against the wall, watching TV.  Suddenly two
	fists SMASH through the cement wall and grab the chair,
	wrenching the seated Guard through the wall in a storm of
	dust.

	Bane ENTERS, walks to Freeze's suit.

326	INT. FREEZE'S CELL

	The two Guards stand by the console as the door seals
	behind Pam.

				GUARD
		Don't mind us, ma'am.  You can converse
		freely.

	But Pam isn't interested in Freeze, instead walks to the
	Guards.

				PAMELA
		Oh, I don't mind you at all.

	Pam begins a saunter around the room, shedding her cloak
	to reveal her skintight Ivy costume.

				PAMELA
		You're not that attractive.  Pretty
		average I'd say.  But your fantasies
		aren't average, are they?

327	INT. ARKHAM HALLWAY - HALLWAY

	(OVER) ALARMS.  Bane, rolling Freeze's suit in a shopping
	cart, barrels down the hallway, KNOCKING Guards and
	Doctors into walls.

328	INT. FREEZE'S CELL

	Pam's saunter has brought her back to the two mesmerized
	Guards.

				IVY
		Men.  The most absurd of all God's
		creatures.  We give you life and we
		can take it back just as easily.

	She holds one Guard's chin in each hand.  Leans in to kiss
	them.

				IVY
		What if I told you one kiss from me
		would kill you?

				GUARD						
		Right

				GUARD #2
		Whatever.

				IVY
		I really am to die for.

	She kisses first one, then the other.  They CHOKE, fall.
	Dead.

				FREEZE
		Impressive

				IVY
		Well, I, my most unabominable
		snowman, have been impressed by you.
		In fact I propose a pairing.  So I'm
		here to set you free.

				FREEZE
		An enticing offer.  But what does the
		lady want in return?

				IVY
		Let's cool it for now.  There's
		someone I want you to meet.

330	Ivy presses a button and the door slides open.  Bane
	runs in, wheeling Freeze's suit.  Ivy seals the door
	behind him.

				FREEZE
		Ah, a laundry service that delivers.

	Bane rolls the cart across the cryonic field.  Freeze
	begins to dress.

				IVY
		I love that belt.  What are you,
		about a fifty Big and Tall?

				FREEZE
		I always go a size smaller.  Makes
		me look slimmer.

331	FREEZE - POV.  His watch like status display shows his
	power supply.  Dangerously low.  Auxiliary Power Only.

	Freeze opens his sleeve compartments.  Empty.

				FREEZE
		They've confiscated my generator
		diamonds.  I'm running on empty.

332	(OVER) the SHOUTS of approaching Guards.  The flame of a 
	laser torch begins to cut around the side of the front
	door.

333/	IVY hits the Venom pump.  Bane lifts his fists and tries
334	to SHASH the far wall.  It doesn't break.

				IVY
		Not good.

335	(OVER) the SHOUTS of more Guards coming down the hall.
	Freeze reaches for his holster.  Empty.

				FREEZE
		No gun.  How disarming.

				IVY
		I wonder if I can get a cell with
		a view of the gardens?

				FREEZE
		Dear daisy, don't despair.

336	Freeze walks to a sink set into the cell wall.  He turns
	on the water.  Freeze cracks his gauntlet seal, cryo-gas
	HISSING out.

				FREEZE
		Always winterize your pipes.

337	Freeze aims the gas jet at the spigot.  PIPES around the
	room begin to freeze, bulging with the cold, frozen water
	within them splitting metal, rushing towards, CRACKING,
	the stone wall.

338	EXT. ARKHAM ASYLUM - NIGHT

	The wall of Freeze's turreted isolation tower begins to
	CRACK.

339	INT. ARKHAM ASYLUM - FREEZE'S CELL

	The wall has split apart, revealing the night beyond.
	Bane, Ivy, and Freeze look down at the rushing river far
	below.

				IVY
		I hate heights.

340	The cell door flies off its hinges.

				FREEZE
		You'll hate prison more.

	The three villains jump.

341	EXT. ARKHAM ASYLUM - NIGHT

	Three tiny figures plummet towards the fast rushing waters
	below.

342	INT. WAYNE MANOR - NIGHT - WALKING

	Bruce walks with Alfred through the old house, shutting out
	lights.

				BRUCE
		Are you well, old friend?

	Alfred stops, stares into his charge's eyes, then turns
	away.

				ALFRED
		I am as well as can be expected.

				BRUCE
		Alfred, I know you're sick -- I
		can get you the best doctors.

				ALFRED
		I've seen the best doctors--! A
		gentleman does not discuss his
		health.  It's not civilized.  I
		hope I've taught you at least
		that much, young man.

	Bruce bites back a bitter smile.  He knows better than to
	push him when he's like this.

				BRUCE
		Have you ever regretted your life
		working here, Alfred?

				ALFRED
		Attending to heroes?  No sir.  My
		Only regret is that I was never
		able to be out there with you.

				BRUCE
		Not all heroes wear masks.

	Alfred smiles.

				BRUCE
		Alfred, if I've never told you...I
		just want to say...

				ALFRED
		Yes?

	Bruce looks away, fighting tears, unable to say the words.

342A	BRUCE - POV.  Out the window, a young Bruce plays hide
	and seek with Alfred, the old Butler gone behind a hedge,
	then back again.

342B	BACK TO SCENE
				DICK
			(running in)
		Freeze has escaped.

	OUT THE WINDOW.  The Batsignal shines in the night sky.

343	INT. LIMO - NIGHT

	Filled with flowers.  Bane sits at the wheel, Ivy and Freeze
	in back, watching the Snowy Cones Ice Cream Factory,
	surrounded now by a police perimeter.

				FREEZE
		My reserves are exhausted.  I must
		have the gems that power my suit.

				IVY
		You are looking unseasonably hot.
		Let's go inside and grab your rocks.

	The Batmobile SCREECHES up.  Batman and Robin race inside.

				FREEZE
		In my weakened state I am no match
		for the bat and the bird.

				IVY
		You leave Batman and Robin to me.

	Freeze looks skeptical.  Ivy smiles seductively.

				IVY
		Trust me.  Vegetable magnetism.

				FREEZE
		Fine.  While I retrieve my diamonds,
		you and meatloaf will bring my wife
		to your lair.  She's frozen in -

				IVY
		Hold it.  You never said anything
		about a wife, frozen or otherwise-

	Freeze moves fast, grabbing her neck, SMASHING her against
	the seat back.  Bane moves in but Ivy SHOOS him off with a
	gesture.

				FREEZE
		You will rescue my wife

				IVY
		OK, OK.  Ms. Ivy to the rescue.  Now
		where do I find your brittle bride?

346	INT. FREEZE'S LAIR

	Police tagged and tapped.  Batman and Robin examine
	Freeze's lab.  Commissioner Gordon ENTERS, drops a video
	disk in a console player.

				GORDON
		There's no sign he came back here
		after the escape.  We pulled this
		off the surveillance cameras at
		Arkham.

346A	MONITOR - CLOSE.  The three villains daring aerial escape.
	Batman hits a switch.  The image of Ivy fills the screen.

				ROBIN
		She's definitely part of this.  It's
		weird, for a while Ivy was all I
		could think about.  But then...

				BATMAN
		I know.  The feeling just vanished.

				ROBIN
		I can't believe we were fighting
		over a  bad guy.

				BATMAN
		Bad, yes.  Guy, no.  This is one
		majorly beautiful evil person.

				ROBIN
		I'm totally over her.  Positively.

				BATMAN
		Me too.  Great stems, though.

				ROBIN
		Umm-hmmmm.			

				BATMAN
		Definitely.

	Batman has gone to the walk-in freezer.  Examines a wall of
	food.  He lifts a frozen oriental dinner.  The secret vault
	swings open.

				ROBIN
		How did you...?

				BATMAN
				(off the box)
		Open Sesame...Chicken.

346B	INT. FREEZE'S VAULT

	Batman and Robin ENTER, examine Nora Fries in her
	sarcophagus.

				BATMAN
		She's still alive.  He's adapted his
		freezing technology to reverse
		McGregor's Syndrome.
			(off a scrolling monitor)
		He's even found a cure for the early
		stages of the disease.

				ROBIN
		Can he save her?

				BATMAN
		No.  Her case is too advanced.  But
		maybe, someday, with more research-

346B	FAIRY-LIKE SPIRALS begin winding through the room.
	Batman and Robin, both dazed, follow the dust through a
	snaking passage, wrench open two service doors TO REVEAL...

346C	INT. SNOWY CONES FACTORY - INDUSTRIAL BASEMENT

	Bane stands atop a staircase overlooking an industrial
	basement crisscrossed by catwalks above giant mixing vats
	and conveyer belts.  He hits a switch, the machinery WHIRRING
	to life.

				BATMAN
		No beauty...

				ROBIN
		Just the beast.

	BATMAN rushes the monster.  Bane SIDESWIPES him, sending him
	flying off the stairs towards the basement below.

	Robin uses Batman's distraction to SMASH into Bane's chest.
	Robin bounces off, landing hard atop the landing.

				ROBIN
		Ouch.
				(standing)
		Anymore at home like you?

	The two begin to fight atop the stairs.

346D	INT. SNOWY CONES ICE CREAM FACTORY

	The front doors BLOW open.  Gordon and the Cops stare up
	to face Mr. Freeze, standing atop the steps.

				FREEZE
		I hate uninvited guests.

	The Cops race up the stairs towards Freeze.  He pulls a lever
	marked COOLANT GAS.  VENTS around the room begin to HISS blue
	freezing gas.

346E	INT. SNOWY CONES INDUSTRIAL BASEMENT

	Batman has landed in a giant ice cream mixer.  He rolls clear
	of the giant stirring arm, flipping out of the vat to face...
	Poison Ivy.  She smiles, blows a handful of dust into his face.

				IVY
		I must confess, the combination of
		heroic daring-do and an anatomically
		correct rubber suit puts fire in a 
		girl's...lips.

	She leans in to kiss him.  Batman stares a beat, shakes it
	off.

				BATMAN
		Why do all the gorgeous ones have to
		be homicidal maniacs?  Is it me?

346F	BATMAN - POV.  Bane is spinning Robin over his head.
	Batman races up the steps towards his partner.

346G	INT. SNOWY CONES FACTORY

	The Cops are fighting through the HISSING coolant gas
	towards Freeze at the top of the stairs.  Freeze reaches
	for another lever.

				FREEZE
		Why don't you boys slip into
		something more comfortable?

346H	THE ICY STPES - CLOSE.  SNAP into a steep, curving ramp.

	Freeze PUNCHES the lead Cop backwards into his shivering
	cohorts, the police tumbling in a slipping pile down to
	the floor below.

346I	INT. INDUSTRIAL BASEMENT - TOP OF STAIRS

	Bane hurls Robin down the steps.  Batman SMASHES into Bane,
	both falling off the platform, taking their fight to a catwalk below.

346J	INT. BASEMENT FLOOR

	Robin stands, behind him a giant miller's wheel carries
	planks of wood through a chopper and back up as pallets
	of popsicle sticks.

				IVY (OVER)
		Her pretty birdie.

	Robin spins to face Ivy.  She blows a pile of dust into his
	face.  She begins advancing, backing him towards the chopper
	blades.

				ROBIN
		Give it up.  If you threw yourself-

				IVY
			(leaning in)
		At you?  Polly want a kiss?

	She leans in, lips pursed.

346K	ON THE CATWALK OVERHEAD Bane's mighty BLOWS back Batman
	towards the edge of the catwalk.

	Robin looks from Ivy to Batman, grabs a strut on the miller's
	wheel, the giant cog lifting him up towards the catwalk and
	his partner.

				IVY
		I must be losing my touch.

346L	INT. SNOWY CONES FACTORY

	Freeze is striding through the mists towards his diamond
	vault.  More Cops rush him from the HISSING gas.

	FREEZE moves like lightning, WHIPPING billy clubs from the
	holsters of two police, using them like disconnected nunchucks, 
	KNOCKING the cops unconscious in a flurry of SLAMS and JABS.

				FREEZE
		Stick around.

	A COP hits the wall.  Beside him a button reads;  EMERGENCY
	HEAT.  He SLAMS the stud, filaments coming to life, the room
	glowing red.

	Freeze's watch begins to flash.  No power.

346M	INT. CATWALK

	Bane kicks Batman off the end of the catwalk as Robin leaps
	onto the villain.  Robin and Bane begin fighting again.

346N	INT. CONVEYOR BELT

	Batman lands on his back on a moving belt that is feeding
	ancient tubs of ice cream into a clown shaped flash freezer.
	Ivy jumps atop the caped crusader, their faces close.

				IVY
		You bring out the animal in me.

				BATMAN
		I should have brought my leash.

				IVY
		Enough sweet talk.

	With that Ivy blows another handful of dust into Batman's
	face.  Ivy licks her lips.  Leans in for a kiss.

	At the last second, Batman averts his face, wrenching Ivy
	to the floor just ahead of the clown's freezing maw.

				BATMAN
			(mustering all his will)
		You're going to jail.

				IVY
		I'm a lover not a fighter.  That's
		why every Poison Ivy action figure
		comes complete with...him.

	BANE stands atop a giant storage vat, a dazed Robin hanging
	in his hand.  Bane tosses the boy aside, slide, feet first,
	down a conveyer belt and double fists Batman, CRASHING,
	into the wall.

				IVY
		I'm off to find Bachelor Number Two.
		Try not to make a mess when you die.

346O	INT. SNOWY CONES ICE CREAM FACTORY

	The room is growing even hotter.  Freeze stagger towards
	his diamond vault, his flesh turning ray.

	With his last strength, Freeze wrenches open his safe,
	filling his sleeve power compartments with diamonds, his
	color returning.

				FREEZE
		Ahh.  Chilled to perfection.

	Freeze hits his watch, the villain now suddenly encased
	in ice.

346P	WIDER

	The Cops are warming back into action, draw guns, FIRE,
	bullets bouncing off Freeze's armor of ice, ricocheting
	into the walls.

				FREEZE
		Superman, eat your heart out.

	Freeze starts towards his weapons locker.

346Q	INT. INDUSTRIAL BASEMENT

	Bane SMASHES Batman into the wall.  Advances.  At the last
	second, Batman FIRES a Batclub, HITTING Bane in the head
	stunning him.

346R	BATMAN - POV.  Ivy is closing in on Robin.

346S	INT. SNOWY CONES ICE CREAM FACTORY

	The Cops rush Freeze.  The villain whips a small icing jewel
	from his weapons locker, the floor GLOWS, suddenly covered
	with ice.

	The Cops begin slipping on the glassy floor in classic
	Keystone style, ending up sprawled on their backs.

	Freeze stands, pulsing with power, this icing cannon now
	under one arm.  He lifts his pistol in his free hand.  Points
	at the police.

				FREEZE
		All right coppers, Freeze.

	He FIRES.

346T	INT. INDUSTRIAL BASEMENT

	Ivy has Robin up against a giant vat.

				IVY
		Stop living in the shadow of the
		big bad bat.  You don't need him.
			(blows more dust)
		You deserve your own legend.  Your
		own bright shining signal in the
		sky.  Let me guide you.  Let me...
			(touches his face)
		...Touch you.  Kiss you.

	He can't resist, about to kiss her.  A tiny batarang hits
	his cheek.

				BATMAN
		Remember the victim at the airport.
		Toxins introduced through the mouth.

				ROBIN
		What are you talking about?

				BATMAN
		Why is she so desperate to kiss us?
		I'm betting her lips are poison.

				ROBIN
		A poison kiss?  You have some real
		issues with women, you know that?
			(advancing)
		You just couldn't stand that she
		was about to kiss me.
			(shoves him)
		Couldn't stand that something might
		be mine and not yours.  Could you?!

	Robin shoves him harder still.  In frustration, Batman
	delivers a fantastic roundhouse, sending Robin SMASHING
	into a wall.

				BATMAN
		Damn.

	Batman tries to help Robin up.  Robin shrugs him off, stands.

				ROBIN
		Ivy's right.  I don't need you.  I'm
		going solo.  I want my own signal
		in the sky.

	Batman looks around.  Ivy and Bane are gone.

				GORDON
				(arriving)
		What happened?  How'd they get away?

	But the caped crusader doesn't have an answer.

347	INT. FREEZE'S HIDDEN CHAMBER

	Ivy enters through the snaking passage.  She turns to face
	Freeze's wife, still in her frozen sarcophagus.

				IVY
		So sorry, Ms. Fridigaire.  I'm just
		not good with competition.

	Ivy pulls the main power switch.  Status lights flash red.

350	INT. BLOSSOM STREET TURKISH BATHS - DAWN

	Transformed.  Sunlight streams in through the broken
	ceiling.  The ground thrives, now a rich garden.

351	IVY ENTERS, strolls through the gardens into a small
352	ante-room where Freeze sits over his freezing engine,
	having ZAPPED the walls with his pistol, the room now
	a world of ice.

				IVY
		Make yourself right at home.

				FREEZE
		Where is my wife?

				IVY
		There was nothing I could do.  Batman
		deactivated her.  She's dead.

				FREEZE
		You lie!

353	Freeze lunges for Ivy.  Bane steps between them.  Mistake.
	Freeze hurls him across the room.  Ivy stills Bane with a
	gesture.

				IVY
		I'm sorry.

	Ivy reaches up, holding the snowflake necklace between her
	and the looming Freeze.  Freeze stops, takes the chain in
	his hand.

				FREEZE
		Their bones will turn to ice.  Their
		blood will freeze in my hands.

				IVY
		Kill them.  Of course.  But why stop
		there?  Why should only Batman and
		Robin die while the society that
		created them goes unpunished?

	Ivy lifts the frozen Gotham bauble off the iced table.
	Turns it over in her hand absentmindedly.  Freeze stares at
	her.

				FREEZE
		Yes.  I shall replay the world
		for sentencing me to a life without
		the warmth of human comfort.  I will
		blanket the city in endless winter.
		First Gotham and then the world.

				IVY
		Just what I had in mind.  Everything
		dead on Earth except us.  A chance
		for mother nature to start again.
			(she lifts a flower)
		Plants and flowers are the oldest
		species on the planet yet they are
		defenseless against man.  Sorry hon,
		this is for science.
			(she crushes the flower)
		Behold the dawn of a new age.

	From a canisters labeled PROJECT GILGAMESH, Ivy removes a
	savage, other-worldly plant with HISSING fangs.

				IVY
		I have created a race of plants
		with the strength of the deadliest
		animals.  Once you have frozen
		mankind, my mutants will overrun
		the globe.  The Earth will become
		a brave new world of only plants.
		And we shall rule them.  For we
		will be the only two people left
		in the world.

				FREEZE
		Adam and Evil.

	Freeze lifts the Gotham bauble, holds it on his palm, his
	gauntlet glowing blue, tiny Gotham freezing.  He CRUSHES the
	city.

				FREEZE
		You will distract the bat and bird
		while I prepare to freeze Gotham.

				IVY
		Can't we just ice them along with
		the rest of the citizenry?

				FREEZE
		That is far too merciful.  Batman
		will watch his beloved Gotham perish,
		then I will kill him.

				IVY
		As a team, the duncely duo protect
		each other.  But the Robin is young.
		Impetuous.  If I could get him alone-

				FREEZE
		One kiss and you could lift the mask
		from his lifeless face.  Their secret
		identities would be revealed.  But
		how best to bait a brid?

				IVY
		The way to a boy's heart is through
		his ego.  What strapping young hero
		could resist his very own...signal?

				FREEZE
		Inspired, Ms. Ivy.

				IVY
		I'm hungry.  I think I'll have poultry.

393A	INT. WAYNE MANOR - UPSTAIRS HALLWAY _ EVENING

	Barbara and Dick stand talking to a DOCTOR.

				DOCTOR
		It's Stage One of McGregor's Syndrome.
		I'm sorry.  All we can do is make him
		comfortable.

	PUSH IN through a partially open door in the b.g...

394	INT. WAYNE MANOR - ALFRED'S ROOM - EVENING

	Alfred lays on his bed.  Bruce in black tie, kneels beside
	him.

				BRUCE
		I've spent my whole life trying to
		beat back death.  What good are all
		my heroics now if I can't save you?

				ALFRED
		Everyone dies, Master Bruce.  There's
		no defeat in that.  Victory comes in
		fighting for what we know is right
		while we still live.

394A	Bruce looks past Alfred.  There in the adjacent suite, a
	young Alfred finishes reading to a  young Bruce.  Shuts out
	the light.

394B	BACK TO SCENE

				BRUCE
		I love you, old man.

				ALFRED
		Remember this.  And remember it
		always.  I'm proud of you.  And
		I love you too, son.

	They embrace.

395	INT. WAYNE MANOR - FOYER

	(OVER) the doorbell is RINGING.  Dick follows Bruce
	downstairs, the billionaire donning his coat.

				DICK
		McGregor's Syndrome.  That's what
		Freeze's wife had.

				BRUCE
		Yes.  But Alfred's condition is less
		severe.  Freeze's research says he
		cured a case like Alfred's.  It just
		doesn't say how.

				DICK
		I checked the medical database.  No
		one else is even close.

				BRUCE
		I'm late for the dedication.  Then I
		go after Freeze and Ivy.  Alone.

				DICK
		Like hell you do.

				BRUCE
		Dick, don't push me right now.

				DICK
		Or what?  No one can capture Ivy but
		the big bad Bat.  Crap!  You just want
		her for yourself.  Don't you?  Answer
		me, damn it!

				BRUCE
		Yes!  Yes, I want her so badly I can
		taste it.  That's the whole point.
		Look at us.  Orphans.  Isolated.
		Obsessed to the exclusion of life,
		love, family.  We're perfect targets.
		She's done something to us, got us
		fighting over her somehow.

				DICK
		Hail the all-knowing Bruce Wayne.
		Here's what I know, she loves me,
		Not you and it's driving you crazy.
		It's why you stopped us from kissing.
		Because if you can't have her,
		nobody can.

				BRUCE
		She's clouded your mind.  You're not
		thinking straight.

				DICK
		Oh but I am.  For the first time in
		a long time.  I'm through living in your
		shadow.  All that ends right now.

395A	Dick walks away.  Bruce stares after him. (OVER) The bell
	RINGS again.  The front door swings open, Julie ENTERS.  A
	limo sits out front.

				JULIE
		I've been ringing forever.  Where's
		Alfred?

	But Bruce doesn't answer.

395B	INT. WAYNE MANOR - ALFRED'S QUARTERS - NIGHT

	Barbara stands over the old man.

				BARBARA
		I'm sorry.  I was too late.

				ALFRED
		Too late for what, dear child?

				BARBARA
		I came to give you your freedom,
		a chance to live the life you choose.
		The same gift you gave me.

				ALFRED
		I have been part of the greatest
		adventure ever know.  I have found
		purpose here, and the family I
		could never have.

	Alfred smiles, is hit by a sudden wave of pain.

				ALFRED
		You must do something for me.

	Alfred takes her hand, puts an envelope in her grasp.

				ALFRED
		Find my brother Wilfred.  Give him
		This.  I have duties he must fulfill
		in my stead.  Only family can be
		trusted.

				BARBARA
		What is it?

				ALFRED
		It is the hearts of two good men
		whom I have had the honor of
		calling son.  Take it, child.  But
		I implore you, never open it.
			(he touches her cheek)
		You look so like your mother.

	And with that his eyes close.

				BARBARA
		Uncle Alfred?

400	INT. GOTHAM OBSERVATORY - NIGHT

	A black tie gala celebrating the telescope unveiling.
	PAMELA ISLEY stands in the center of the room.  Alone.
	Her drab outfit and demeanor make her anything but a 
	conversation magnet.
	Bruce and Julie ENTER, smiling through the storm of
	FLASHBULBS, and the crowd of PRESS, being greeting
	guests.  Commissioner Gordon steps away, reaches for
	champagne off a try.

				VOICE (OVER)
		I've always wondered, where does
		that big old bat light come from?

	Pamela stands before Gordon.  She flips open a compact,
	blows a pile of love dust, the tiny swirl catching the cop
	in the face, a bit more hitting Bruce who stands behind
	the Commissioner.

	GORDON - CLOSE.  Stunned.  And suddenly in love.

				GORDON
			(stammering)
		It's on top of police headquarters.

	Pam takes Gordon's arm, leads him like a puppy into an alcove.

				PAMELA
		I'd just love to see it.  But you
		probably don't have access.

				GORDON
		Why, I'm Commissioner of Police.
			(patting his pocket)
		I have the keys right here.

401	BRUCE, still standing with Julie, amidst the PRESS and
	WELL-WISHERS, seems suddenly distracted, begins looking
	around the room.

	As if summoned by an inaudible call, Bruce peels away from
	a perplexed Julie, begins searching the crowd.  A man on a
	quest.

	PAM has Gordon against the alcove wall.  Her fingers slip
	into his pocket.

				PAMELA
		On second thought, you're way too
		old for me.

	She pushes a stunned Gordon away, spins, heads towards the
	door, tossing something in her hand.  Gordon's keys.

402	A HAND grabs her.  Pam spins to face Bruce Wayne.

				BRUCE
		Dr. Isley.  it was like I could feel
		you in the room.  You're...enchanting.
		Gorgeous.  The most beautiful woman
		I've ever seen.  If you're..um...
		free...this evening.

				JULIE
			(arriving)
		Bruce?  What are you doing?

				PAMELA
		I think he's asking me on a date, in
		an awkward, stammering sort of way.

				JULIE
		I've heard of commitment anxiety,
		but this is insane.  You're not
		really propositioning another
		woman right in front of me.
		Are you?

				BRUCE
		Well, define 'propositioning'.

	The PRESS has noticed the conflict, now surround Bruce,
	Julie and Pam.

				JULIE
		Make a choice, Bruce.  Her or me.

				BRUCE
	Well...um...her.

				JULIE
			(crestfallen)
		You were right.  I get it.  You're not
		the marrying kind.  You've made your
		point.  Goodbye Bruce Wayne.

				PAMELA
		Physical perfection, charm and
		wealth tossed over for a dowdy spinster.
		How do you explain your behavior?

				BRUCE
				(puzzled)
		I can't.  But perhaps tonight, over
		dinner...I've just had an opening.

				PAMELA
		Maybe your witless playboy persona
		works on every bimbo du jour but I
		am not the least bit titillated by
		your attentions.  So back off or I'll
		have you in court quicker than you
		can spell sexual harassment.  Got me?

402A	WIDER

	Folks are staring.  MURMUR to each other.  Bruce is
	chagrined.

				BRUCE
		Does that mean dinner's a no?

	Pam has already pushed past him, out the door.

				BRUCE
		It's just I sort of...kind of
		...love you.

403	INT. BLOSSOMS TREET TURKISH BATHS - FREEZE'S CHAMBER

	Freeze stands, putting on his suit.

	He SNAPS his fingers.  A legion of Icemen step out of the
	swirling mists.  Freeze lifts his freezing engine.

				FREEZE
		Bundle up boys.  There's a storm
		coming.

	Freeze and his battalion head into the night.

404	EXT. POLICE HQ - ROOF - NIGHT

	A giant door swings open.  Bane and Ivy emerge onto the
	roof.

				IVY
		Let there be light.

	Bane walks to he dormant Batsignal, TEARS it from its
	shackles.

404A	INT. WAYNE MANOR - BARBARA'S ROOM - NIGHT

	Barbara ENTERS, lost in grief.  She sits, turns Alfred's
	envelope over in her hand.  A long beat.  She withdraws a
	single, silver CD.

				BARBARA
		Only family can be trusted?

	Barbara slides the disk into her computer.

				COMPUTER
		Access denied.  Protected files.

				BARBARA
		Perhaps you didn't give me your
		genes.  But you gave me your heart.

	Barbara begins hacking the disk, trying to break the code.

406A	INT.-WAYNE MANOR-HALLWAY-NIGHT

	Bruce, still in his tux, ENTERS, sits at the main batcomputer
	console, distraught, starting in to the darkness of the cave.

407A	A YOUNGER ALFRED stands with an ADOLESCENT BRUCE, working
	together over the original Batsuit prototype.

407B	BRUCE - CLOSE.  As the images dissipate to memory.

				BRUCE
		Alfred, old friend, I could use
		your help right now.

				ALFRED (OVER)
		Right here, sir.

408	Bruce spins, stunned.  A monitor flickers into life.
	The words COMPUTER SIMULATION flash under an image of
	Alfred.

				ALFRED
		I anticipated a moment might arrive
		where I became...incapacitated.  As
		such, I programmed my brain algorithms
		into the batcomputer and created a
		virtual simulation.

	Bruce stares a beat.  Then he smiles.

				BRUCE
		It's good to see you.

				ALFRED
		What seems to be the problem?

				BRUCE
		Women.

				ALFRED
		That, sir, does not compute.

				BRUCE
		First Ivy had an intoxicating effect
		on both Dick and me.  Tonight my
		feelings spread to someone else.

				ALFRED
		Specify, please.

				BRUCE
		Pamela Isley.  I was so attracted to
		her I couldn't reason clearly.  I
		still can't.  She used to work for
		Wayne Enterprises.  Find a file.

				ALFRED
		Coming on line now, sir.

	A spinning Isley appears on the monitor.

				BRUCE
		What was her area of research?

	Study and report titles scroll up the side of the image.

				ALFRED
		Advanced botany.  DNA splicing.
		Recombinant animal plant patterns.
		Pheromone extractions.

				BRUCE
		Pheromones?

				ALFRED
		Glandular secretions from animals.
		Scents that create powerful
		emotions.  Fear.  Rage...

				BRUCE
		Passion.  Of course.  Find the photo
		of Ivy after the flower ball.

	A spinning Ivy appears beside the spinning Isley.

				BRUCE
		Deconstruct and resolve.

	Schematics of various features, finger and retina prints,
	height, weight, are highlighted and compared.  All match.

				BRUCE
		Amazing what a good wig and contact
		lenses can do.  And I thought Clark
		Kent got away with murder just
		wearing those glasses.

	Suddenly ALERT panels start flashing.  ALARMS SOUND.

				BRUCE
		What is it?

				ALFRED
		It appears, sir, that someone has
		stolen the batsignal.

408A	INT. WAYNE MANOR - NIGHT

	Barbara is still hacking away at the disk.

				COMPUTER
		Access code accepted.

				BARBARA
		This better be one hell of a
		secret.

	She hits a key. a Pictures begin to reflect in the dark of
	her eye.

				BARBARA
		Oh my God.

409	EXT. GOTHAM STREET

	Freeze's trucks SCREECH to a stop, Freeze and Bane at the
	helm.

				FREEZE
		No matter what they tell you, it's
		the size of your gun that counts.

410	PAN UP

	The giant TELESCOPE of the Gotham Observatory aims into
	the night.

411	CAMERA CONTINUES UP to the heavens as the BATSIGNAL
	appears in the sky.  Then something amazing happens.  The
	familiar beacon turns blood red, the shape within changing
	from a bat to bird.  THE ROBIN SINGAL shines over Gotham.

412	INT. BATCAVE - NIGHT

	THE ROBIN SIGNAL glows on the central monitor.

	WIDER

	Bruce stands in civvies talking to Dick who is suiting up.

				DICK
		That's no batlight, it's a birdcall.

				BRUCE
		Her name is Pamela Isley.  I saw
		her talking to Gordon.  She must
		have stolen his keys, altered
		the signal-

				DICK
		And she did it all for me.  For love.

				BRUCE
		She's infected us with some kind of
		pheromone extract-

				DICK
		Is that it, Bruce?  I'm under some
		magic spell?

				BRUCE
		She wants to kill you.

				DICK
		You'd say anything to keep me away
		from her.  To keep her for yourself.

				BRUCE
		You once said to me that being
		part of a team means trusting
		your partner.  That sometimes
		counting on someone else is the
		only way to win.  DO you remember?

	Dick doesn't answer.

				BRUCE
		You weren't just talking about being
		partners.  You were talking about
		being a family.  Well, part of our
		family is dying.  I'm not going to
		lose everyone I've ever loved.  So I'm
		asking you now, friend, partner,
		brother - will you trust me?

416	INT. OBSERVATORY - TOWER PLATFORM

	The Scientist and his Associate stand amidst the debris
	from the party, testing the telescope.  (OVER) A TREMENDOUS
	SMASHING.

	ON THE FLOOR BELOW Freeze and Bane Enter.

				FREEZE
		Hi.  Sorry about the door.  Is the
		party over?

	BANE begins pulling charges from his satchel and setting
	them around the room.

				SCIENTIST
		Who the hell is this nutball?

417	Freeze points up, FIRES a cryonic BLAST at him, turning
	him to ice.

				FREEZE
		That's Mr. Nutball to you.  Half a
		set of bookends.
			(to the Associate)
		You.  Go like this.

	Freeze pantomimes the Scientist's frozen expression of
	terror for the Associate.  The Associate, terrified,
	imitates Freeze's move.

				FREEZE
		No.  move your hands up.  Higher.
		Now a hint more fear.  Excellent.

418	Freeze fires another BLAST, freezing the Associate in
	the same position as the Scientist.

				FREEZE
		A matched pair.  Sometimes I exceed
		even my wildest expectations.

	Freeze smiles at the mighty telescope.

				FREEZE
		If revenge is a dish best served
		cold, then put on your Sunday
		finest.  It's time to feast.

419	INT. BATCAVE - NIGHT

	Dark.  Dormant.  The automatic activation sequence engages.
	Ambient lights come on.  Computers flicker into life.

	The giant Batmobile pedestal begins to rise.  On it, no
	car but a single figure standing now in the center of the
	cave.  Barbara.

419A	BARBARA - CLOSE.	Eyes wide with awe.

	Barbara walks to the main terminal of the Batcomputer.
	Touches the console.  The Alfred simulation appears on
	screen.

				BARBARA
		Uncle Alfred?

				ALFRED
		In spirit only, I'm afraid.

				BARBARA
		The boys need help.

420	The image of Alfred stares at her a beat.  Then smiles.

				ALFRED
		Your mother would be proud.

421	MAIN SCREEN - CLOSE.  Flickers into life.  Costume
	schematics turn.

				ALFRED
		Forgive my being personal, dear
		girl, but I must know your size.

421A	EXT. BLOSSOM STREET TURKISH BATHS

	Robin arrives the entrance to the dark baths, lush,
	inviting, mysterious.  He passes the giant bird signal
	chained to the door, the spotlight shutting out as he
	disappears inside.

422	INT. BLOSSOM STREET TURKISH BATHS

	Giant floral fans spin.  Leaf curtains undulate.  Fruits
	burst with color.  In the center of the cave, a giant bed
	of buds.  Ivy touches the buds.  All instantly blossom.

				ROBIN (OVER)
		Is your thumb the only part of
		you that's green?

	Ivy looks up.  A figure stands in the darkness.  She smiles.

				IVY
		You'll just have to find out.

	Ivy extends her hand.  Robin steps out of the shadows.

423	INT. GOTHAM OBSERVATORY - TOWER PLATFORM - NIGHT

	Freeze attaches the icing engine to the telescope.  Bane
	finishes laying his explosive charges, joins Freeze.

				FREEZE
		Big family?  Like pets?  Don't talk
		much, do you?

424	Freeze engages the engine.  Suddenly the entire pedestal
	is washed in a blue wave of freezing cryonic energy.

425	EXT. OBSERVATORY - NIGHT

	The ambient ice wave spreads down, encasing the old
	structure.  The nearby banks whiten, turning into snow
	cliffs, the river freezing into an icy channel.  The
	Observatory has transformed into a fortress of ice.

426	INT. BATCAVE

	A SERIES OF SHOTS.  Boots are pulled on.  A slim utility
	belt LOCKS.  A cape WHIPS over a lithe female back.

427	INT. BLOSSOM STREET TURKISH BATHS

	Ivy sits on the bed, draws Robin down beside her, faces
	close.

				IVY
		I'm glad you came.  I can't breathe
		without you.

				ROBIN
		I want us to be together.  But I
		need to know you're serious about
		turning over a new leaf.  I need a
		sign.

				IVY
		How about dangerous curves?

				ROBIN
		Of trust. Tell me your plan.

				IVY
		Kiss me and I'll tell you.

				ROBIN
		Tell me and I'll kiss you.

				IVY
		Freeze has turned the new telescope
		into a freezing gun.  He's about to
		turn Gotham into an ice cube.

				ROBIN
			(recoiling)
		I've got to stop him.

				IVY
			(pulling him back in)
		One kiss, my love.  For luck.

	Robin can't resist.  They kiss.  Ivy pulls back, holds his
	gaze.

				IVY
		Bad luck, I'm afraid.  It's time to
		die, little bird.

				ROBIN
		What do you mean?

				IVY
		You should have heeded your pointy-
		eared pal.  These lips can be murder.

				ROBIN
		Then you never loved me?

				IVY
		Love you?  I loathe your bipedal
		arrogance, your animal superiority.
		My only joy is knowing that even now
		my poison kiss is sucking the life
		from your ape-like face.

				VOICE(OVER)
		I'm not saying I told you so.

428	Ivy spins.  From the shadows, a figure emerges.  Batman.

				IVY
		You're too late.  Say bye-bye birdie.

				ROBIN
		Sorry to disappoint you.  But rubber
		lips are immune to your charms.

	Robin peels a rubber coating from his mouth.  Ivy stares
	in dismay.

428A				BATMAN
		Robin and I found the cure to your
		evil spell.  And that's teamwork.

428B	Then she SCREAMS her rage. She shoves Robin into the
	lily pool, the Boy Wonder immediately tangled into predatory
	vines.

428C	MORE VINES wrench Batman hanging upside down to the
	ceiling, the stalks squeezing our heroes.

				IVY
		Sorry, boys, my vines have a little
		crush on you.

	Ivy begins leaping across lily pads towards the exit.

				IVY
		Gotta run.  So many people to kill.
		So little time.

431	THE SKYLIGHT - EXPLODES.  The room fills with moonlight.

432	A figure comes flipping down from above.  Long cape.  Tall
	ears.  Black leather. BATGIRL.

				BATGIRL
		You're about to become compost.

433	Ivy and Batgirl begin a furious martial arts battle.
	(CHOREOGRAPHY TO COME).

	BATMAN pulls a bat-knife, begins cutting himself free.

	ROBIN struggles to untangle himself from the aquatic vines.

	BATGIRL is fighting Ivy, feet flying, hands moving like
	lighting.

				BATGIRL
		Using feminine wiles to get what
		you want.  Trading on your looks.
		Exploiting men's weakness for sex.
		Read a book, sister.  That passive-
		aggressive crap went out in the
		seventies.  Chicks like you give
		women a bad name.

	BATMAN deftly slashes through his captor vines.

	ROBIN struggles, trying to free himself

	IVY gets the upper hand, backs Batgirl against the wall.

				IVY
		As I told Lady Freeze when I pulled
		her plug, this is a one woman show.

				BATGIRL
		I don't think so.

438	Batgirl grabs Ivy's hair, knocking her out with a knee
	to the forehead, then batcuffs her.

	BATMAN cuts himself freed, drops to the floor to face Batgirl.

	ROBIN pulls himself, dripping, from the pool.

438A				BATMAN
		And you are?

				BATGIRL
		Batgirl.

				BATMAN
		That's not awfully PC.  How about
		Batwoman?  Batperson?

				BATGIRL
		It's me.  Barbara.  I found the cave.

				ROBIN
		We gotta get those locks changed.

				BATMAN
		She knows who we are.

				ROBIN
		I guess we'll just have to kill her.

				BATMAN
		Kill her later.  We've got work to do.

439	The three heroes race into the night.

440	INT. GOTHAM OBSERVATORY - TELESCOPE PLATFORM - NIGHT

	Freeze stands on the platform, giant telescope in his
	hands.  (OVER) approaching SIRES.

				FREEZE
		1-Adam 12, 1-Adam-12, see the mad
		scientist with the freezing ray.

441	A SQUAD OF CRUISERS SCREAM up the avenue towards the
	observatory, their bubble lights flashing.

				FREEZE
		Cops on the rocks, anyone?

444	He FIRES a giant blue beam of cryonic energy at the
	street below.

445	THE COP CARS become skidding, SCREECHING cubes of ice,
	They SHASH into each other, EXPLODE into a pyre of raging
	flames.

				FREEZE
		Police are so hot tempered these
		days.  Don't you agree, Mr. Bane?

449	EXT. FROZEN RIVER BANKS

	A sleek one man ice sail (THE BATSLED) blows out onto
	the frozen water.  Robin is at the helm.

450	A modified white Batmobile on rocket skis (THE
	BATHAMMER), BLASTS onto the ice, falling in alongside
	the Batsled.  Batman drives.

	A single-bladed, rocket snowcylce (THE BATBLADE), whips
	onto the ice, falling into the attack line.  Batgirl helms
	the craft.

	The bat-force BLASTS upriver towards the icy Observatory.

452	INT. GOTHAM OBSERVATORY - ELESCOPE PLATFORM - NIGHT

	TELESCOPE VIEWFINDER - CLOSE.  The Batvehicles are visible
	through the lens.

453				FREEZE
		Ivy failed to unmask the Dynamic
		Duo.  No matter, the Bat and Bird are
		mine at last.  Watch, Batman, as your
		beloved Gotham freezes.  And prepare
		to die.  Because you're next.

	Freeze points the telescope downtown.  He FIRES

454	EXT. GOTHAM STREET - NIGHT

	Folks walking their dogs, drinking on stoops, kissing
	against alley walls, mailboxes, lampposts, the pavement
	itself, are all suddenly encased in glistening ice.

455	EXT. OBSERVATORY RIVER BANKS - NIGHT

				FREEZE (OVER)
		The Bat-allion approaches.  Icemen.
		Attack.

	FREEZE'S TRUCK bursts through the mists, BLASTING down the
	frozen river on blades, two pairs of icemen hanging from
	tail lines on skis, machine guns BLAZING.

456	INT. BATHAMMER - NIGHT

				BATMAN
		Attack plan alpha.

	Batman peels left.

457	EXT. BATSLED - NIGHT

				ROBIN
		Alpha.  Roger.

	Robin peels right.

458	EXT. BATBLADE - NIGHT

				BATGIRL
		Alpha.  Got it.
				(a beat)
		What the hell is attack plan Alpha?

459	EXT. BATSLED - NIGHT

				ROBIN
		Divide and conquer.

	Robin is flying downriver.  One pair of icemen sweep out
	alongside the truck, heading towards Robin's billowing
	craft, guns FIRING.

460	EXT. BATBLADE - NIGHT

	A second pair of skiing icemen whip towards Batgirl, their
	guns SPITTING rounds of shells into the ice around her.

460A	EXT. FREEZE'S TRUCK

	Side mounted rocket launchers FIRE towards the Bathammer,
	BLOWING holes in the ice.

461	EXT. BATHAMMER

	Batman maneuvers, managing to swerve around the sudden,
	steaming pools.  He GUNS the TURBOS, heading straight
	for the truck.

462	EXT. BATSLED

	The two icemen bearing down on Robin release their
	tethers, converging on the Batsled, guns FIRING madly.

				ROBIN
		Tack.

	Robin pulls the boom and the sail LUFFS.  His boat suddenly
	changes course and the two skiers COLLIDE, flying onto the
	ice.

				ROBIN
		Boy, I hope Freeze hires these guys
		by the dozen.

471	EXT. BATBLADE

	The skiers are closing fast.  Batgirl hits a key and a 
	status panel displays a menu of the Batblade's special
	modifications.

				BATGIRL
		Nice extras package.

472	PANEL - CLOSE.  Barbara selects a setting called Ice
	Cutter.

473	THE BATBLADE scythe peels back, revealing a sharper blade.

474	BATGIRL uses her deft driving skills to spin and side-
	skid, her blade sending a wave of frozen ice into the
	faces of the icemen, the villains tumbling in backwards
	somersaults across the ice.

				BATGIRL
		That's what I call a close shave.

478	EXT. BATHAMMER

	Batman is shooting the center of the frozen river, heading
	straight for the ice truck, its side guns BLAZING.

480	INT. BATHAMMER

	Batman hits a control stud.

482A	EXT. BATHAMMER

	Two torpedoes shoot out of the Bathammer chassis, hitting
	the frozen river directly in front of Freeze's truck, ice
	flying skyward in a tremendous EXPLOSION.

482B	EXT. FREEZE TRUCK

	The driver can't swerve in time, the hole in the ice dead
	ahead.

482C	EXT. FREEZE TRUCK

	The truck hits the steaming pool, flipping up, nose
	first, and begins to sink into the icy waters.

482D	INT. BATHAMMER

	Batman races past the sinking truck, Icemen crawling to
	safety.

				BATMAN
		Don't sink and drive.

482E	EXT. FROZEN RIVER

	Under the pulse of Freeze's BEAMS hitting the city, the
	Batvehciles fire TURBOS, closing in on the Observatory.

483	INT. GOTHAM OBSERVATORY - TELESCOPE PLATFORM - NIGHT

	Freeze tilts his gun down towards the frozen river below.

				FREEZE
		Not so fast.  Time you cooled your heals.

	Freeze FIRES.

484	EXT. FROZEN RIVER - NIGHT

	The frozen channel ahead of the bat-force is hit by the
	FREEZING RAY.  A giant wall of rock-hard ice forms, block-
	ing the river.

485	INT. BATHAMMER - NIGHT

	Batman hits a console stud marked:	EMERGENCY BURN.

488A	EXT. FROZEN RIVER

	The Bathammer engines ROAR, the Bathammer BLOWING straight
	through the frozen wall in an EXPLOSION of ice.

488B	THE BADTBLADE and the BATSLED shoots up the face of the ice
	wall on either side of the Bathammer, soaring over the
	top of the mountain of snow.

488C	EXT.  BATSLED - FLYING

				ROBIN
		Youwsa!  Nothing but air.

488D	EXT. BATBLADE - FLYING

				BATGIRL
				(to the old 60's Batman theme)
		Batgirl, Baatgirl, Baatgirl.

488E	EXT. FROZEN RIVER

	The Batsled and the Batblade hit the ice running, WHIPPING
	in alongside the speeding Bathammer.

	The Batvehicles BLAST towards the Observatory.

489	INT. OBSERVATORY - TELESCOPE PLATFORM - NIGHT

	Freeze stares at a monitor.  The bat-team is now below the
	observatory, at the base of the giant ice cliffs.

				FREEZE

		Mr. Bane, I'll finish off the city.
		You, as they say in showbiz, are
		on.  Take the boys and kill the kids.
		But bring me the Bat.

490	A GIANT CLOCK TOWER - CLOSE.  11:49

				BATMAN (OVER)
		We have eleven minutes to stop Freeze
		And thaw the city.

	PAN DOWN

491	EXT. ICE CLIFFS - NIGHT

492	Three tiny figures scale the ice using pitons and ropes.
	PUSH IN.

				BATGIRL
		This is easy.

				ROBIN
		Crimefighter's rule number one:
		never say that.

				BATGIRL
		Why?

493	THE LEDGE ABOVE THEM.  Suddenly a score of ice-climbing
	thugs pour over the edge on ropes, sliding down, FIRING
	their guns madly.

494				ROBIN
		That's why.

495	A SHOOTER comes flying down a rope straight towards them,
496	guns BLAZING.  Robin swings wide on his rope, grabbing
	Batgirl, pulling her out of the line of fire.  They hit a 
	snow bank and roll.

				BATGIRL
		Does this mean we're going steady?

497	Four figures land on the snow beside them.  Icemen, guns
	drawn.

498	EXT. ICE CLIFFS - NIGHT

	Batman uses batpitons to pull himself up onto a ledge just
	below the Observatory.  That's when another wave of Icemen
	descend on him from the mists.

	Batman reaches for a batarang.  A beat.  Then he smiles.

				BATMAN
		Let's do this the old-fashioned way.

	Batman leaves his batarang belted, begins wailing on the
	Icemen using only his hands and feet, flying back fists,
	and spinning roundhouse kicks felling the thugs one
	after another.

505	EXT. ICE CLIFFS - NIGHT

	Robin and Batgirl move back to back, surrounded now by a band
	of Icemen.  Robin notices a heavily cantilevered overhang of
	snow.

					ROBIN
		Crimefighter's rule number two.

					BATGIRL
		I'm afraid to ask.

					ROBIN
		Be ready for anything.

506	Robin puts his hands together and YELLS.  The ECHO shoots
	up the hill.  A tremendous RUMBLING comes back down, the
	overhang of snow dumping on several Icemen.

508	Robin does a standing backflip into the Thugs behind him.

509	Batgirl goes down, taking out several more with a deft leg 
	sweep.

					BATGIRL
				(kicks a thug)
		Pow!
				(punches another)
		What!
				(backhands a third)
		Kazow!

				ROBIN
				(fighting)
			What exactly are you doing?

				BATGIRL
			I don't know.  It just feels right.

510	Batgirl and Robin begin fighting their way through the
	Icemen up towards the Observatory.

511	INT. OBSERVATORY - NIGHT

	Batman pulls himself up onto the aperture ledge as Robin
	and Batgirl climbs in from the other side.  The giant
	chamber is empty, the telescope still aimed at Gotham.

				BATMAN
			No sign of the snowman.

				ROBIN
			Maybe he melted.

512	Batman SHOOTS a batgrapple into the ceiling, swings
	across the room, dropping two bat-charges at the feet of
	the frozen Scientists, continues his swing landing on the
	telescope platform.

	BATGIRL AND ROBIN swing onto the Telescope platform to
	join Batman.

513	THE BAT CHARGES begin to glow, their radiating heat
	starting to melt the Scientists.

513A				BATGIRL
		I hope you've got about ten million
		more of those little toys.

514	Batgirl points at the control console clock.  11:52

515				ROBIN
		Eight more minutes and a city full
		of Gothamites are ice cubes forever.

				BATMAN
		Sunlight could reverse the freezing
		process.

				BATGIRL
		Sunrise isn't for five hours.

				BATMAN
		Here.

				ROBIN
		But it's morning in the Congo.

516	Batman points to a screen showing a graphic represent-
	tation of the satellites in orbit.

				BATMAN
		If we could relay the sunlight-

				ROBIN
		From the other side of the equator-

				BATGIRL
		It'll take the satellites about a
		minute to re-align, but...damn!

				ROBIN
		Damn?  Damn is not good.

				BATGIRL
		Those targeting mirrors are frozen.
		The sun beam won't work.

517	PULL BACK TO REVEAL TWO SMALL MIRRORS sitting on the
	telescope barrel.  Both are encased in ice.

				BATMAN
		I'll set the telescope.  You two
		thaw the mirrors.

518	Batgirl and Robin race out onto the telescope, each
	pulling a laser from their utility belts.

				BATGIRL
		I love this belt.  Can I get a 
		matching handbag?

519	Their LASERS FLARE.  Batgirl and Robin begin thawing the
	mirrors.

520	BATMAN goes to the main console, begins working the
	keyboard.

				BATMAN
		Who ever thought Aunt Harriet's
		typing lessons would lead to this?

521	EXT. EARTH - VIEW FROM SPACE

	Satellite thrusters FIRE.  The giant orbital mirrors
	begin to turn.

522	INT. OBSERVATORY

	MONITOR - CLOSE.  Graphic satellites begin to adjust.
	TARGETING flashes over a blinking graphic of Gotham
	A digital clock reads:  11:54.

523	BATMAN - POV.  As he aims the telescope.  The skyline
524	through the crosshairs is suddenly obscured by a blur as
	Freeze drops from the rafters onto the telescope, his face
	now visible in the targeting scope.

				FREEZE
		Tonight's forecast...
				(smiles)
		...a freeze is coming!

526	Freeze grabs Batman and hurls the caped crusader up over
	his head onto the telescope barrel, using his free hand to
	yank the telescope control joystick.  The telescope tilts
	sharply downward.

527	BATGIRL AND ROBIN tumble down the telescope barrel,
	rolling towards the lens and the drop TO the city below.

528	BATMAN tumbles, rights himself, spins.

529	BATMAN - POV.  Freeze is climbing towards the control
530	console.  Batgirl and Robin are rolling towards the end
	of the telescope.

531	No way to get both.  A beat.  Batman rushes towards
	Freeze.

532	EXT. OBSERVATORY

	Batgirl and then Robin tumble off the end of the
533	telescope, dropping towards the city below.

534	INT. OBSERVATORY - TELESCOPE PLATFORM

	Freeze has reached the main telescope control.  He hits
	a switch.

535	MONITOR - CLOSE.  Graphic satellites blink red under the
	flashing message:  TARGET LOCK DISABLED.  Clock reads: 11:56

535A	EXT. SPACE

	THRUSTERS quit as the satellites stop turning.

535B	INT. OBSERVATORY - TELESCOPE

	Batman is struggling up the slope of the telescope towards
	Freeze.

535C	Freeze pulls the control level.  The telescope begins
	to tilt and spin madly, the ambient condensation creating
	an indoor snowstorm.

	Batman goes down, hanging from the telescope frame.

542	EXT. OBSERVATORY

	BATGIRL is plummeting towards the city below.  Robin is
543	falling a couple of feet above her.  He FIRES a bat tether
	over his head.

544	ROBIN'S GRAPPLE secures in a glacier-like overhang.

545	ROBIN reaches down for Batgirl as Batgirl reaches up
	towards him.

547	INT. OBSERVATORY - TELESCOPE

	Batman flips himself back up onto the wildly spinning
	telescope, advancing on Freeze and the control console.

				BATMAN
		Millions will die so you can save
		on air conditioning.  Isn't that
		taking self help a little too far?

548	Freeze draws his pistol.

				FREEZE
		We aim to...
				(fires)
		...Freeze.

	Batman deflects the blast with his suit armor.

				FREEZE
		That's new.  Let's swing.

550	Freeze smashes the control joystick to the stop, the
	telescope's spin accelerating, swinging towards...

551	THE TWO SCIENTISTS have finally melted, stand drenched
	on the Tower Platform, the massive Telescope now careening
	towards them.

				SCIENTIST
		This just isn't my day.

551A	THE TELESCOPE SMASHES directly into the TOWER PLATFORM.
	The platform begins to topple.

551B				ASSOCIATE
		Up, up and away.

551C	As the platform falls CRASHING onto the floor below, the
	two PhDs leap, landing safely on the swinging telescope,
	hanging on to the tensioning bar for dear life.

551D				SCIENTIST
		PhDs rule!

551E	FREEZE is thrown by the impact of the telescope hitting
	the tower into the Telescope Platform rail, his gun falling
	to his feet.

553	EXT. OBSERVATORY

	Robin's hand is inches from Batgirl's, the city coming up
	fast.

554	INT. OBSERVATORY - TELESCOPE CONTROL PLATFORM

	Freeze is scrambling for his gun.  Suddenly a figure looms
	above him.  Batman.

555	Freeze draws.  Batman kicks the gun out of his hand.  The
	two begin to fight on the twirling platform.  A battle of
	titans.

				BATMAN
		You've turned Gotham to ice.
				(a right)
		You've endangered countless lives.
				(a left)
		It's payback time.

555A	Batman KNOCKS Freeze with a mighty punch, hurling him
	onto the back of the telescope.  Batman turns towards the
	console, TYPING commands.

555B	MONITOR - CLOSE.  TARGETING.  Graphic satellites flash
	green.  Clock reads:  11:58

555C	THE MIRRORS overhead open, beginning to glow with ambient
	sunlight.

555D	Freeze SCREAMS at the emerging light, leaping onto
	Batman, sending the caped crusader sprawling onto the
	barrel of the telescope.  He advances on the fallen bat.

555E	Freeze kicks Batman hard in the face, the hero rolling
	down the telescope towards the opening and Gotham beyond.

556	EXT. OBSERVATORY

	Robin grabs Batgirl's hand as Batgirl FIRES a batarang
557	from her wrist.  Robin's tether pulls taught, the boy
	wonder holding Batgirl dangling over the city.

				ROBIN
		I've got you.

558	ROBIN'S GRAPPLE rips free from the melting ice.

559	BATGIRL'S GRAPPLE hits the metal roof above.  Holds firm.

560	ROBIN'S line tears free, Robin falling as Batgirl's
	tether pulls tight, Batgirl now holding Robin
	dangling above Gotham.

561				BATGIRL
		No.  I've got you.

	She pulls him eye level.  The two hang suspended, face to
	face.

562	INT. OBSERVATORY

	Batman is tumbling towards the open slat and Gotham below.

565	He slows his fall, stopping on the barrel.

				VOICE (OVER)
		Wow.  Batman.

	WIDER.  The two Scientists are clinging to a targeting groove
	along the body of the barrel.

				SCIENTIST
		I've seen you on TV.

566	BATMAN - POV.  Freeze is heading back to the control
	panel.

				BATMAN
		Nice to meet you.  Can you give me
		any more height on this thing?

567	The Scientist reaches down to a red EMERGENCY lever.

				SCIENTIST
		Going up.

568	He pulls the lever and the telescope tilts straight up,
569	sending Batman soaring into the air towards the dome
	above.

570	Batman flips in mid air, dives, SMASHING directly into
	Freeze, the villain CRASHING over the edge of the control
	platform and into the freezing engine.

571	THE MIRRORS overhead align, the beams of sunlight hitting
	the freezing engine.

	Freeze is struck by the rays, the sun penetrating his
	damaged suit.

571A	THE TELESCOPE activates, a powerful THAWING BEAM shooting
	from it's giant lens.

572	Batman turns to Freeze, the villain beginning to gray and
	wither.

				BATMAN
		You're loosing your cool

				FREEZE
		I think not.  There'll be no hot
		time in this old town tonight.
			(pulls a remote)
		You'll get a charge out of this.

573	He presses a button.  As Freeze rolls out of the sunlight,
	falling towards the floor below, CHARGES around the tele-
	scope base EXPLODE.

574	The TELESCOPE tilts, dropping out of the open slat
	towards Gotham, taking a chunk of observatory floor with
	it.

575	EXT. OBSERVATORY

	Robin and Batgirl are just pulling themselves onto an ice
	ledge beneath the dome slat as the giant telescope carrying
	Batman and the two Scientists plummets over them towards the
	city below.

575A				ROBIN
		Now that's what I call an exit.

				BATGIRL
			(looking past Robin)
		Please tell me he's on our side.

	A figure steps out from behind the ice.  BANE

575B	Robin coils, leaps into a spinning roundhouse, but Bane
	KNOCKS him away, the boy wonder flying hard into the snow.

	The monster begins advancing on Batgirl.

578	EXT. TELESCOPE - FALLING

	Batman slides down the telescope towards the two Scientists,
579	simultaneously FIRING a double ended bat-tether, two
	grapples SHOOTING horizontally into the air.

580	EXT. OBSERVATORY

	BATGRAPPLES - CLOSE.  Sink into the arms of the giant
	sculpture holding up the Observatory just as the telescope
	plummets past.

580A	EXT. OBSERVATORY - ICE LEDGE

	Robin shakes off the blow, looks up to see Batgirl fending
	off Bane with a fast series of punches and kicks.  She might
	as well be hitting steel.

580B				BATGIRL
				(to Robin)
		Don't worry.  I've got him.

	Just then Bane SLAMS her into an ice wall by the throat, rears
	back with his fist, about to deliver the killing blow.

				ROBIN
		No.  I've got him.

580C	Robin leaps, ripping off the tubes leading from Bane's
	injector pack to his skull, venom spraying wildly into the
	air.

580D	Bane hits the snow, writing, as the venom effect is
	reversed.  His muscles shrink, his form diminishing until
	he is again a scrawny prisoner, struggling in the folds of
	his costume.

580E				ROBIN
		You should get that suit taken in.
		No one's buying baggy anymore.

581	EXT. TELESCOPE - FALLING

	The ground is rushing up below them.

				BATMAN
		Grab my belt and hang on.

	The Scientists each grab one side of Batman's utility belt.

582	THE CABLE pulls taught, slowing Batman's fall, the
	telescope dropping from under them as the cable bends like
	a bow, Batman and the Scientists sinking at its center.

583	The cable reaches its nadir over an outcropping of rock
	on the cliff.  Below the telescope EXPLODES into the frozen
	river.

				BATMAN
		This is your stop.

584	Batman pushes the Scientists onto the ledge, the reduced
	weight SHOOTING the cable taught, ROCKETING Batman up
	towards the dome like an arrow.

585	INT.  OBSERVATORY

	Batman flips in through the telescope slat, followed
	immediately by Batgirl and Robin, all landing together on
	the observatory floor.

				ROBIN
		Winded, old timer?

				BATMAN
		Don't make me kill you in front
		of the girl.

				BATGIRL
		It's midnight.  The telescope's gone.
		There's no way to thaw the city.

				BATMAN
		Theoretically, the satellites could
		be positioned to thaw the city
		directly.  But it would take a
		computer genius.

				ROBIN
		I'm on it.

	Robin clears the rubble from a fallen console, begins to type.
	Nothing.  The equipment is dead.

				BATGIRL
			(shouldering him aside)
		No.  I'm on it.

	She quick patches a couple of broken wires, the console
	lighting up, WHIRRING to life.  Begins hacking.

				BATGIRL
		Ms.  Genius.  Madame Genius.  Her
		Geniusness.  Which sounds better?

586	EXT.  EARTH - VIEW FROM SPACE

	The giant orbital satellites finally align.  A full disk of
	the sun appears in the mirror, beamed from one to the next
	and then the next, the beam cutting downward towards.

587	EXT. GOTHAM SKYLINE

	The giant rays of focused sunlight begin warming the city.

590	EXT. OBSERVATORY - NIGHT

	Rays of light hit the Observatory, melting the ice covered
	stone.

591	INT. OBSERVATORY FLOOR

	Batman walks over to Freeze who lies amidst the rubble, weak
	and gray with the growing heat, straining to BREATHE.

				FREEZE
		Go on, kill me too.  Just as you
		killed my wife.

				BATMAN
		I didn't kill your wife.

	Batman presses a button on his utility belt.

				BATMAN
		Run Ivy evidence tape 001.40.

592	BATMAN'S GAUNTLET - CLOSE.  A tiny monitor shows an image
	of Poison Ivy.

				IVY (OVER)
		As I told Lady Freeze when I pulled
		her plug, this is a one woman show.

	FREEZE SCREAMS his rage.  His face streams with frozen
	tears, like tiny diamonds.

				BATMAN
		But she's not dead, Victor.  We found
		her, restored her icy slumber.

593	BATMAN'S GAUNTLET MONITOR shows Mrs. Fries restored in
	cryogenic slumber.

				BATMAN
		She's still frozen, Victor, alive,
		waiting for you to find a cure.  I
		know what it's like to lose
		everything you've ever loved.  But
		vengeance isn't power.  Any two-bit
		thug with a gun can take a life.  To
		give life, that's true power, a
		power you once had.  I don't know
		if you'll ever find a cure for your wife.  
		But I'm asking you now, Doctor
		Victor Fries, to save another life.
		Show me how to cure McGregor's
		Syndrome Stage One.  And maybe you
		can also save the man your wife once 
		loved.  He's still inside you, buried 
		somewhere deep beneath the snow.  
		Will you help me?  Doctor?

	Freeze stares at Batman.  Finally he unseals his
	chestplate, removes two glowing power orbs, holds them
	out, his smile, bittersweet.

				FREEZE
		Take two of these and call me in
		the morning.

594	INT. WAYNE MANOR - ALFRED'S QUARTERS - NIGHT

	Robin and Batgirl watch as Batman attaches the modified
	power sources from Freeze's suit to Alfred's life-support.

				BATMAN
		All we can do now is wait.
			(takes Alfred's hand)
		And hope.

594A	EXT. ARKHAM ASYLUM - NIGHT

	The prison is secure once again.

594B	INT. ARKHAM ASYLUM CELL - NIGHT

	Ivy sits in the barred moonlight, staring out the window,
	holding a small flower in her hand, pulling the petals
	out one by one.

				IVY
		He loves me.  He loves me not.
		He loves me.  he loves me...

				VOICE(OVER)
		Not.

	A figure stands cloaked in shadows.  He steps forward.
	Mr. Freeze.

				FREEZE
			(off his suit)
		It's amazing what you can buy around
		here for a few dozen diamonds.

	Freeze begins coming towards her, menacingly.

				FREEZE
		Prepare for a bitter harvest.
		Winter has come at last.

				IVY
		Not good.

595	EXT. WAYNE MANOR - DAWN

	Morning breaks on the great old building.

596	A PILE OF PIZZA BOXES - CLOSE

	PULL BACK TO REVEAL

597	INT. WAYNE MANOR - LIVING ROOM - DAWN

	World War III was lost in this room.  Strewn clothes.
	Barbara dozes on the couch.  Dick paces.  Bruce stands,
	staring out the window, afraid he has lost Alfred forever.

	(OVER) a THROAT CLEARS.  LOUDER.

	All look up.  Alfred is descending the stairs.  Scowling.

				BRUCE
		Alfred, are you...?

				ALFRED
		Rather disappointed at how poorly
		I taught you proper housekeeping.
				(a beat)
		And quite well, it seems.  Thanks
		to you, son.  Thanks to you all.

	The three move to him.  A family reunion.  Dick turns to
	Bruce.

				DICK
		One question.  When Batgirl and I
		rolled off the telescope, how
		come you didn't try and save us?
		It was the first time I fell and
		you weren't there to catch me.

				BRUCE
		I knew you could handle it.

	Barbara CLEARS her throat.  Dick shoots her a look.

				BRUCE
		Sometimes counting on someone else
		is the only way to win.

				BARBARA
		Hey, I'm the one who kicked Ivy's
		botanical butt.  Personally.  Me.  I did.

				BRUCE
		You are going back to school.

				DICK
		You're never going to win this
		argument, Bruce.

	Barbara extends her hand.

				BARBARA
		Partners?

	A beat.  The other heroes follow suit.  A team is born.

				BRUCE & DICK
		Partners.

				ALFRED
		We're going to need a bigger cave.

600	EXT. BATSIGNAL - NIGHT

	Three costumed avengers race into the night.

	FINAL FADE TO BLACK



					THE END


						
 
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