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-------------------------






BATMAN: 
RISING DARKNESS

Written by

Trevor Melton


Disclaimer: I own nothing of this screenplay. All of its characters 
belong to Bob Kane and DC Comics. A few scenes from this screenplay 
are featured from the screenplay for Batman: The Frightening. I do 
not own those scenes either. I am making no profit from this 
screenplay what so ever, so please do not sue me.






CAST
Michael Keaton……………………………………………………Bruce Wayne/Batman
Chris O'Donnell…………………………………………………Dick Grayson/Robin
Alicia Silverstone…………………………………………Barbara Wilson/Batgirl
Jeff Goldblum………………………………………………………Dr. Jonathon Crane/The Scarecrow
Brittany Murphy…………………………………………………Dr. Harlene Quinzelle /Harley Quinn
Jeri Ryan……………………………………………………………….Marsha Crane "Queen of Diamonds"
Michael Clark Duncan………………………………..Dr. Waylon Jones/Killer Croc Morgan
Jennifer Connoly………………………………………………Detective Renee Montoya
Nicole Kidman…………………………………………………….Dr. Chase Meridian
Michael Gough…………………………………………………….Alfred Pennyworth
Pat Hingle…………………………………………………………….Commissioner James Gordon
Tommy Lee Jones……………………………………………..Harvey Dent/Two-Face
Elizabeth Sanders………………………………………..Gossip Gerty
Rene Auberjonois…………………………………………..Dr. Burton
Elle Macpherson……………………………………………..Julie Madison
Rosemary Harris……………………………………………..Aunt Hilda










The WARNER BROTHERS logo appears onscreen.

The low beginning to the Batman theme begins in the 
background, as the logo turns dark.

The logo morphs into a Bat-Emblem. Dark skies fade in 
around it.

CUT TO:

1 EXT. ROAD- NIGHT- SNOWY 1

We are zooming on a dark road at night while it snows 
with threes surrounding it from all sides… There is 
something familiar about this road. It looks quite 
similar to a road that we've seen in the past. As we zoom 
down the road the Batman theme from the first and second 
movie performed by Danny Elfman plays and the opening 
credits roll.
				
WARNER BROS. PRESENTS

IN ASSOCIATION WITH
AMBLIN ENTERTAINMENT 

A CHRIS NOLAN FILM

				 MICHAEL KEATON

JEFF GOLBLUM

BRITANY MURPHY

                        BATMAN: RISING DARKNESS 

CHRIS O'DONNELL

ALICIA SILVERSTONE

   NICOLE KIDMAN

JERI RYAN

  	    MICHAEL CLARK DUNCAN

    MICHAEL GOUGH

 PAT HINGLE

  JENNIFER CONNOLY
    
TOMMY LEE JONES

  ELIZABETH SANDERS

 RENE AUBERJONOIS

			        ELLE MACPHERSON

			   ROSEMARY HARRIS

				MUSIC BY
				DANNY ELFMAN 

				VISUAL EFFECTS BY
				JOHN DYKSTRA, A.S.C.

				EDITED BY
				DENNIS VIRKLER, A.C.E.
				PRODUCTION DESIGNER
				BARBARA LING

				DIRECTOR OF PHOTOGRAPHY
				STEPHEN GOLDBLATT, A.S.C.

				EXECUTIVE PRODUCERS
				BENJAMIN MELNIKER
				MICHAEL E. USLAN

				BASED UPON BATMAN CHARACTERS
				CREATED BY BOB KANE

				AND PUBLISHED BY
				DC COMICS

				WRITEN BY
				TREVOR MELTON

				PRODUCED BY
				STEVEN SPIELBERG
				KATHLEEN KENNEDY
				JOEL SCHUMACHER

				DIRECTED BY
				CHRIS NOLAN

The road will suddenly stop as the camera flies toward a stonewall at 
the end. It seems as if the camera is going to crash right into it, 
but the wall pulls up as a tunnel is revealed to the audience and the 
camera zooms through the tunnel. Obvious to the audience now, they 
were travelling down the road to the Batcave from the first movie.

FADE IN:

2 INT.BATCAVE- NIGHT 2
	
Close up of BATMAN as he emerges from his costume vault.
	
A wider shot of the Batcave. 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.
BATGIRL comes out of her vault suited up in her gear, walking over to 
her black and blue Bat-Cycle.

Three dark avengers stand suited, ready to take back the night. There 
is a sudden beeping noise from the Bat computer.

The three heroes walk toward the large computer. Batman sits down and 
presses a few buttons. COMMISSIONER JAMES GORDON appears on the 
screen.

			GORDON
		"Batman, we have some 
		trouble at the Gotham 
		City Bank."

			BATMAN
		"Who's the cause?"

			GORDON
		"We couldn't get a good
 		look at him. He was well
 		disguised and he sealed
 		every entry into the Bank.
 		We have the place surrounded
 		though, so there's no way of
 		him getting out of there."

			BATMAN
		"Looks like another one
 		I have to find out for
 		myself."

			GORDON
		"Just be here quick. 
		He's not going to be 
		in there forever, and
		before too long, he'll 
		figure out some way to 
		get past us."

Batman cuts off the screen and the three go running toward their 
vehicles. ALFRED PENNYWORTH comes down the steps toward them.

			ALFRED
(To Dick and Barbara)
		"Do try and avoid racing
 		each other in the tunnel
 		this time."

Dick and Barbara look at each other with smiles on their faces

			BATMAN
		"It's not going to happen
 		Alfred."

The Batmobile starts up as does the Red Bird and the Batcycle, the 
three vehicles roar down the tunnel, into the night




CUT TO:

3 EXT. BATMOBILE – NIGHT 3

We get a shot of the Batmobile roaring off into the streets of Gotham 
with the Red Bird and the Batcycle roaring behind it.

CUT TO:

4 EXT. GOTHAM BANK – NIGHT 4

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

CUT TO:

5 INT. GOTHAM BANK – NIGHT 5

A wide shot of the interior of the bank. A great hall bearing lockers 
and safe deposit boxes all along the walls.

We will hold on a giant diamond case.

A thug runs over to the case and places something on it as the case 
begins to glow blue, then white as the thug runs away. The 
shatterproof glass explodes into a thousand flying fragments.

We rake in through the storm of red gas, across the bare floor, with 
three GUARDS crawling around, sweat pouring from their foreheads and 
blood shot eyes, up stone steps of a pyramid altar to reveal...

...A dull suited figure stands, brown hat and straw for hair, brown 
mask with a red shirt and brown pants.

A machine gun in his hand… THE SCARECROW.

			SCARECROW
		"Fear is everything!"

We go to a wider shot showing more of the bank.

A gang of Thugs in exterminator suits run to the base of the steps.  
Two hold a moaning, shivering GUARD captive.

			GUARD
		"Please, don't hurt
		me."

The Scarecrow looks down at the kneeling Guard.

			SCARECROW
		"Hurt you! Ha! I was only
		going to scare you!"

The Thugs throw the Guard to The Scarecrow's feet. The rest of 
the Thugs form a circle around the fallen guard.

			SCARECROW
		"Now, who's up for some
		sheer terror?"

The Thugs roar their approval.
			SCARECROW
		"Then let the fear begin!"
			(To The Guard)
		"Scream for me. Masks boys!"

The circling thugs tune up their masks as The Scarecrow lowers 
his right fist to the guards face as red gas sprays out of a 
skull-faced ring on The Scarecrow's index finger. The gas 
bounces off the Guard's chin in opposite directions. The 
guard's eyes go blood shot red and sweat begins to pour from 
his forehead.

			SCARECROW
			(Cont.)
		"That was called Phobizac,
		what people use when you
		need to scare the absolute
		shit out of somebody! Not to
		be confused with Prozac now."

The guard is freaking out in the circle of thugs; the thugs are 
laughing and enjoying what they are seeing.

We are show several shots of the fear that the Guard is 
actually experiencing.

The Guard is kneeling on the ground, his eyes wide open and his 
lips clattering, suddenly spiders begin to crawl all over him.

			GUARD
		"Get them away from me!"

The Guard rolls around, trying to get the spiders off him, The 
Scarecrow looks on and laughs then looks up at his men

We flip back to reality as the Guard is still rolling around, 
scratching, slapping and hitting himself as the thugs are 
kicking him like they are playing soccer, The Scarecrow steps 
off the stairs and addresses his men.

			SCARECROW
		"We don't have time to 
		screw around. We got cash
		and diamonds to grab. My 
		wife will be expecting the 
		best of the diamonds that we
		Can get. Let's not disappoint 
		her."

The Scarecrow raises his machine gun at the camera in the 
middle of the wall above the tellers.

			SCARECROW
			(Cont.)
		"To the vault and hurry. The
		Bat shouldn't be far away."

The Scarecrow and his men dart off to the tellers and climb 
over them to get to the vault.

			
			SCARECROW
			(Cont.)
		"Some of you draw back here.
		We don't want Batman foiling 
		this plan."

CUT TO:

6 THE SKYLIGHT – CLOSE 6 

There is a sudden explosion from the Skylight.

Batman free-falls into the foyer, hitting the pole holding up the 
bank's roof and sliding down it,
smashing one of the thugs with his feet, his machine gun sliding 
across the floor.

The Scarecrow sees Batman from behind the teller and signals for his 
men to attack.
				
			SCARECROW
			(Cont.)
		"Get the winged menace!"

Nine thugs draw their machine guns as Batman is against the front 
door.
				
			THUG 1
		"We got you now Bats!"

			THUG 2		
		"These guns are loaded!"

			THUG 1
		"Looks like you're just
		going to have to go home!"

			THUG 2
		"So why don't you hand
		over those bat toys?"

Batman still at the entrance smirks.

			BATMAN
		"Don't be so sure."

The two thugs look confused, suddenly Robin and Batgirl step 
from the shadows behind each thug and use sleeper holds on the 
gunmen. The two gunmen crumple to the ground.

The Scarecrow sees this and heads for the Vault.

Batman steps forward, flipping his cape open and striking a 
martial arts pose.

THUG 3
	(Sarcastically)
"Don't hurt us Mr. Batman."

Some of the thugs laugh.

Batman shakes his head. Then his hand comes up and out, and he whips 
a Batarang into Thug 3's face. Thug 3 goes down in a heap, out cold. 
Batman walks toward the remaining six men. The thugs start to back up 
toward the other end of the bank.

CUT TO:

7 EXT. GOTHAM BANK VAULT 7 

The Scarecrow and four other thugs reach the vault. The vault is 
closed and the five villains inspect the lock.
	
			SCARECROW
			(Cont.)
		"The lock seems to be on 
		a code."

			THUG 4
		"Where's the manager?"

			THUG 5
		"It's night dumbass! 
		Everyone's gone home."

			THUG 6
		"Is there a panel next
		to it?"

PAN TO:

There is a panel with nine numbers to the right of the vaults door.

			SCARECROW
		"There it is! Get the lock
		decoder!"

Thug 7 hooks up the lock decoder to the code locks card slot. He 
begins punching away on the keys

CUT TO

8 INT. GOTHAM BANK – FOYER – NIGHT 8

There's a fight in progress. Batman grabs a thug's arm, pulls him 
toward him, and then flips the thug over his shoulder. Then Batman 
whirls and spin kicks another thug in the stomach. Batman grabs the 
man he kicked and hurls him at the one on the ground. The second thug 
hits the first, sending them both toppling to the floor.

CUT TO

9 EXT. GOTHAM BANK – VAULT – NIGHT 9

The Scarecrow and his thugs wait anxiously for Thug 7 to get the last 
digits to the code lock.

			SCARECROW
			(To Thug 7)	
		"I'd suggest that you'd
		consider working a little
		faster!"
Thug 7 looks up at The Scarecrow and them a beep can be heard from 
the Decoder. 

			THUG 7
		"Ok, we're in."

				
			SCARECROW
		"This is going to be
		a scream!"

The vault door opens up and The Scarecrow sends his men in. The 
Scarecrow is about to make his way into the vault but a thin cable 
attaches to his ankle, the cable is then pulled and he falls, in 
avertedly pushing the vault door shut with the four thugs inside.

PAN TO:

Batgirl pulls the dazed man across the floor, toward her, until 
The Scarecrow has twisted to a half-sitting position opposite 
her. The Scarecrow watches as she approaches. Then his gloved 
hand darts beneath the folds of his costume and he whips a 
small blade free, slices upward through his cord, and then 
slashes at her. Batgirl steps backward as The Scarecrow leaps 
to his feet, sending a wild kick toward her midsection. Batgirl 
blocks his leg with her gauntlet, slaps the knife from his 
gloved hand with her balled left fist, and spins into a karate 
kick of her own, connecting with his chest, knocking The 
Scarecrow onto his back. He lies there as Batgirl crouches down 
to face him

			BATGIRL
		"Looks like you won't 
		be going anywhere straw
		brain."
				
SCARECROW
		"Don't count on it Bat-
Broad."

With that The Scarecrow head butts Batgirl in the face and 
pushes her off him.

CUT TO:

10 INT. GOTHAM BANK – FOYER – NIGHT 10

Batman and Robin continue to fight off the remaining thugs in 
the bank foyer, as that is in progress, The Scarecrow comes 
into the scene with a machine gun in hand and duffle bag over 
his shoulder.

			SCARECROW
		"Come on boys. We're
		out of here!"
			(To Batman)
"Just wait until next time
Batman!"

Batman turns his attention to The Scarecrow who is holding his 
gun to Batman with a sinister smile on his face.
			BATMAN
		"Who are you?"

The Scarecrow's smile fades.

			SCARECROW
		"I'm The Scarecrow, Master
		Of Fear!"
			(A Beat)
		"You'll find out soon enough!"

The Scarecrow then whips Batman in the face with the end of his 
machine gun and laughs as he starts walking away from the 
Terrific Trio.

All three of them stand there wondering how The Scarecrow and his 
thugs are going to get out of the Bank, however, the question is 
answered when a hummer comes crashing through the building.

The Scarecrow laughs again and jumps inside along with his 
other crew.

Batman is nursing his jaw on the ground as Robin and Batgirl 
race over to Batman

			ROBIN
		"Are you ok Batman?"

			BATMAN
		"Yeah, fine!"

			BATGIRL
		"I had him but he got 
		away"

			ROBIN
		"Damn! What happened?"

			BATGIRL
		"I hooked him with
		the Bat-Grapple but 
		he…"
			ROBIN
			(Interrupting)
		"He got away yeah you
said that part already."

			BATGIRL
		"Well did you bother to
		stop them from taking 
		the vault?"

Robin is about to make a comeback

	 		BATMAN
		"Enough!"
			(A beat)
		"We can still get him."
		


CUT TO:

11 EXT. GOTHAM BANK – NIGHT 11

The Scarecrow's Hummer peels out of the bank and starts racing 
past all of the police cars just as it had apparently done 
before. Some of the cops fire their weapons at it, but the 
bullets only hit the backlights of the stolen vehicle.

Batman's hand goes beneath his cape and he raises a Batpistol 
into the air. A compressed air Batgrapple launches into the 
night. Batman is pulled into the air, and he swings into 
pursuit, his cape flowing behind him as his arc takes him 
behind the Hummer. Several cops stand, watching in awe.

CUT TO:

12 INT. HUMMER – NIGHT 12

The Scarecrow looks in the mirror and sees the black shadow in 
the air behind the Hummer. 

SCARECROW
(To Driver)
"Must go faster!"

CUT TO:

13 EXT. GOTHAM BANK – NIGHT 13

Standing at the bottom of the stairs to the door is   Commissioner 
Gordon, pushing 60, and certainly no stranger to these circumstances.

By his side is DETECTIVE RENEE MONTOYA. She's a dark haired beauty in 
her early 30's. She seems really focused and is someone that no 
criminal would want to mess with.

James Gordon is all puzzled.  Another potential disaster occurring. 
Renee Montoya, on the other hand, looks all around in utter disbelief 
at the chaos surrounding her.

                   	GORDON
        	"I do believe this was
		your first experience 
		with the Triumph Trio."
                       
			MONTOYA
			(Sarcastically)
        	"How wonderful."

                   	GORDON
			(Showing confusion)
        	"You're not impressed I
		take it?"

                    	MONTOYA
        	"Let's just say I'm a bit
        	uncomfortable with three 
		vigilantes running around
		Gotham City trying to up 
		holding the work of the 
		law. It makes this city's
		law enforcement look weak
		and pathetic. I spit at this
		performance that these obvious
		actors are trying to put on for
		you, and it's obvious that you've
		fallen for it."

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

Montoya and James turn to face Batman while Robin and Batgirl 
hang back.

		   MONTOYA
       	"Oh, but it isn't. It's a 
	symbol of justice and law
	that the police uphold, not
	Vigilantes."
                        
		   BATMAN
        "Mu suit is a symbol as well. 
	And it works."

		   MONTOYA
	"And apparently, your symbol
	didn't help you to catch that 
	criminal since you're back here
	now jabbing your ass off at me."
                        
		   GORDON
       	"A' hem...Batman, Robin, Batgirl, 
	I'd like you to meet the newest
	Addition to the Gotham PD, from
	L.A., Detective Renee Montoya."
        
                   BATMAN
                (Offers handshake)
       	"Detective..."

Montoya looks down at his hand and then backs up from him with a 
blank stare obviously rejecting him, standing silent. Gordon tries to 
make up.

                   GORDON
        "So, what's the story on this
	one?"
       
                   BATMAN
        "I wish it were that simple. 
	Fact is, this new threat going 
	By the name of The Scarecrow 
	seems to be going to very 
	drastic measures to get what 
	he wants, and from the looks 
	of it, he's going for money, 
	and especially diamonds."

                   	
		GORDON
        "That's what it usually is.
	These criminals want nothing
	But power and money."
                   	
		BATMAN
        "What do you think, Detective?"

		MONTOYA
        "I think... you should leave the
        detecting up to the detectives."

Gordon turns to watch Montoya coldly remove herself from this 
conversation and walk away toward the cop cars.

               GORDON
		(Sighing)
        "Sorry, Batman. Word from L.A.
        is that she can be as hard on our
        guys as she is with the scumbags.
        But, she's the best.  And they 
        were mighty sad to see her..."

Gordon turns back to find no Triumph Trio in sight.
                        
		GORDON
       	"...go. I hate it when
	They do that."

Gordon sighs again and looks at his watch.

		GORDON
		(Cont.)
	"Oh, Damn! I'm late!"

CUT TO:

14 EXT: ARKHAM ASYLUM-NIGHT 14

Camera makes a quick shot of the sign at the front entrance of the 
place and then shows the actual Asylum itself with the lightning. 
It's basically the same shots from the third and fourth movies.

CUT TO: 

15 INT: ARKHAM ASYLUM ENTERANCE-NIGHT 15

Camera shows Commissioner Gordon walking very quickly toward the 
entrance doors with a concerned look on his face. He immediately 
opens the door to reveal the lovely DR. CHASE MERIDIAN. Gordon almost 
falls from seeing her standing there.

CHASE
"I'm very sorry Commissioner.
I guess I shouldn't have been 
standing so close to the door."

GORDON
"That's alright. I'm glad
that you were able to come 
on such short notice. Sorry 
you had to leave Cambridge 
during your important research."

CHASE
"Don't worry about it. If 
it's something dealing with 
an inmate here, I'm glad to help."

GORDON
"That's good to hear Dr. Meridian. 
We have a special case that we'd 
like for you to help us with. We're 
willing to pay you as much as you 
might ask for."

CHASE
"So is this about Edward Nygma?"

GORDON
"No actually. This is on someone
else. I know that you tried working 
with Mr. Nygma for quite awhile, 
but he's not the case this time."

CHASE
"Then who is?"

GORDON
"There's something that you need 
to know. The only two people that 
actually knows this guy is still 
alive besides the people here 
Are Bruce Wayne and Batman. 
Bruce didn't feel that telling 
Dick Grayson would've been a good 
idea. After what happened on Nygma's 
little island, we found Harvey Dent 
still alive, but unconscious."

CHASE
"Oh my god."

GORDON
"Afterwards we took him to 
the Gotham Memorial Hospital 
where he stayed for three 
Years in a coma. After 
he awoke, he was moved here 
and he's been here for a good
two years now."

CHASE
"So you want me to talk to 
Two-Face?"

GORDON
"There's more that you should
know."

Gordon starts walking down the hallway with Chase following beside 
him. They move past several doctors, guards, and nurses along the 
way. One of the nurses, a young and beautiful blond lady, stops and 
stares at them very oddly. This is DR. HARLENE QUINZELLE. She shrugs 
her shoulders and returns to her duties.

GORDON 
(Cont)
"During Two-Face's time in the coma,
we had several scientists and doctors
working on his condition and running
several tests in labs to help 
find a cure to his problem."

CHASE 
(Shocked)
"Was there a cure found?"

GORDON
"It wasn't until recently 
that one was found. The 
only problem is that-"

CHASE
"You have to get someone to talk
them both into doing it."

GORDON
"It's not so much Two-Face, 
but Harvey that we need 
the answer from. We need you
to go talk to him. It may
be hard though. He has only 
said one word since he awoke
in the hospital."

CHASE
"What did he say when he woke
up?"

GORDON 
(Sighing)
"Coin."

CHASE
"That's understandable." 
(Sighs)
"Ok Commissioner, I'll 
do it."

Gordon smiles and the two continue to walk forward down the corridor. 
They come by several rooms with large windows so that the doctors 
could look in on the patients. In one room there are green plants 
everywhere and in the middle of it all is POISON IVY petting a nearby 
plant.

GORDON
"Dr. Pamela Lillian Isley."

CHASE
"Or in other terms, 
Poison Ivy. I heard
All about her."
GORDON
"She doesn't talk much,
But when she does, its
mainly her trying to 
win the hearts of the
guards long enough to
get them to kiss her.
That seems to be her 
means of escape. Without
her dust though, it's 
very hard for her to seduce 
anyone."

The two move away from the window as Ivy looks up and smiles at the 
two people. 

IVY 
(Whispering)
"Mother Nature will still
start over."

They both continue down the corridor and Chase stops suddenly to see 
a frozen area before her that looks like a large lab. Several people 
in winter clothing are hard at work. Chase notices that to the side 
is a woman cased in a large glass structure. A completely blue man 
stands beside the glass running some tests.

CHASE
"This would be Dr. Victor Fries, 
correct?"

	GORDON
"Correct. He's still trying 
to find a cure for his wife's 
illness. He is very close to 
completing his research of 
The stages of the illness.
He's now found cures 
for stage 2 and 3 of 
The last stage is where she's 
At and it's only a matter 
of time before the cure is found."

The two move on down the hallway toward the end where they stop just 
before the final door. Chase looks in to see the profile of a man 
sitting on the floor, in the corner silently. He stares forward with 
a blank Expression. This is the HARVEY DENT side of TWO-FACE.

GORDON
(Cont.)
"Don't worry about him 
being hostile. We'll have
two guards in there with 
you and another outside. I'll 
be watching through this window.
Good luck Dr. Meridian."

Chase walks to the door and enters with two guards.



CUT TO:

16 INT: TWO-FACE'S CELL- NIGHT 16 

Chase goes over to where Two-Face is sitting and sits down in a chair 
near him.

CHASE
"Hello Harvey. Do you 
remember me?"

HARVEY
"Bruce's love, right?"

CHASE 
(Smiling)
"Well I was. I'm 
surprised that you're 
speaking. Commissioner Gordon 
said that you haven't said 
anything since you awoke 
from the coma."

HARVEY
"I've been waiting five years 
For the right person to talk to."

CHASE
"You were waiting for me?"

HARVEY
"Yes Doctor. I'm having a harder
time controlling the Face now. 
He keeps taking complete control
of me. I'm only in control right
now because he wants me to talk to 
you. He wants me to find out if you
have or know the location of our coin.
We need it very badly. It's the only 
Way for us to continue on."

CHASE
"Is he listening to us right now?"

HARVEY
"I can never tell." 
(Pauses giving Chase a 
suspicious look) 
"Why?"

CHASE
"When you were in that coma 
the doctors and some scientists
were checking out your facial 
condition and since then have 
been working on a cure for 
what happened to you. Well, they 
found it. You can be normal again."

HARVEY
"You mean I'll be Harvey Dent 
again?"

CHASE 
(Smiling)
"Exactly."

FACE 
(Yelling)
"Well we don't want to be that
Dismal fool again!"

Two-Face suddenly springs at Chase taking her to the ground while she 
screams. He begins to choke her violently. The two guards run over to 
them and start pulling Two-face away from her. He resists and knocks 
them to the ground with his elbows. He runs back over to Chase and 
pushes her into the wall. 

Commissioner Gordon and the other guard come running into the room 
and pull out their guns on Two-Face.

GORDON
"Let her go Harvey! 
I don't want to have to
shoot you!"

Two-Face lets go of Chase and falls to the ground. He starts crawling 
back to his corner that he was in before. He turns around to look at 
Chase who is staring right at him. Gordon and the guards go over to 
Chase and try to get her to leave the room.

HARVEY
"I'LL DO IT!!!!"

FACE
"NO HE WON'T!!!!"

HARVEY
"YES I WILL!!!!"

Two-Face starts rolling around on the ground struggling with himself.

CHASE
"My god. He's like Dr. Jekyll 
and Mr. Hyde."

GORDON
"Yes, I'm afraid it's come to
that. Come on. We have Harvey's 
approval. We don't need Face's."

The four people leave the room and Two-Face behind while he continues 
to struggle with himself.


GORDON
"I'm sure that Bruce Wayne will
want to know about this."

CHASE
"I'll tell him."

GORDON
"Are you sure?"

CHASE
"Yes. Besides, it'd be nice 
to see him again after all
this time."

Suddenly a COP runs up to Commissioner Gordon and Chase.

COP
"Commissioner, we
have a problem here."

GORDON
"What's wrong?"

COP
"The Scarecrow is attacking
Town Square sir."

GORDON
"My God. That's twice in
one night."

CHASE
"The Scarecrow?"

GORDON
"The latest threat to terrorize 
Gotham City, Dr. Meridian."

COP
"We've already turned on the 
Batsignal sir."

GORDON
"Thank you."

The cop nods and leaves.

GORDON
(Cont.)
"I'm sorry Dr. Meridian, but 
I need to get out there. Thank 
you for all of this and good 
Luck with explaining about 
Harvey to Mr. Wayne."

Gordon walks off in the other direction. Chase turns around to look 
in the window of Two-Face's cell one last time and then she walks 
off, back down the corridor.

CUT TO:

17 INT. ARKHAM ASYLUM HALLWAY – NIGHT 17

DR. BURTON, the Chief Psychiatrist from Batman Forever, moves down 
the old stone hallway, face tense. He steps into an office where…


CUT TO:

18 INT. ARKHAM ASYLUM OFFICE- NIGHT 18

There is the same blonde longhaired, attractive, intelligent woman, 
Harlene Quinzelle, 30; a Criminal Psychologist of Arkham Asylum is 
sitting at her desk hard at work reviewing papers on certain 
patients.
			
		DR. BURTON
		"Harlene, your still here at 
	This hour?"

Quinzelle looks up at Dr. Burton from her work.
			
		DR. QUINZELLE
	"Oh Yes, sorry doctor.
	I'm just going over 	
	Some notes from today."

		DR. BURTON
	"Well, I just want you
	to understand that most
	of the security have already
	left for the evening. You really
	should consider going home
	yourself. Go get some rest."

		DR. QUINZELLE
	"I know. I can handle the prisoners. 
	They can't leave their cells
	Anyway."
	
		DR. BURTON
	"I certainly hope so Doctor.
	You do know we have that
	Wresting Function tomorrow night.
	Bruce Wayne is donating 
	$200.000.00 to Arkham."

			DR. QUINZELLE
		"And what a blessing. This place
		Does need a fix up since Bane
		Tore up his cell."

			DR. BURTON
			(Sighing)
		"Thank god we have that electric
		Wiring on his bars now."

Dr. Quinzelle smiles.

			DR. QUINZELLE
		"Thank you for your concern
		Doctor. I'll close up here."

Dr. Burton smiles back.

			DR. BURTON
		"No need to worry. See 
		you in the morning."
CUT TO.

19 INT. BATCAVE - COMPUTER STATION – NIGHT 19

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

The Computer monitor shows onscreen we can see The Scarecrow and his 
thugs entering the bank from the front door, spraying red gas at the 
guards who charge them.

			BRUCE
		"As you can see The Scarecrow
		Used a standard entrance
		Into the bank."

			DICK
		"Obviously some crooks don't
		Go to all the trouble these days."

			BARBARA
		"They didn't make off with
		Much, only the stuff from
		The machines… And a few
		Diamonds."

			DICK
		"They could've made off
		With nothing if you hadn't
		Have let The Scarecrow
		Get away."

			BARBARA 
		"He cut the bat-rope and
		Head butted me in the face."

			DICK
		"Shows what a woman can do."
				
			BRUCE
			(To Dick and Barbara)
		"Don't start you two!"

Bruce begins tapping away at the computer and several images of The 
Scarecrow show up on the screen. Bruce looks a little unsettled which 
catches Dick's attention

			DICK
		"Who's behind the mask?"
				
			BRUCE
		"Professor Jonathon Crane." 

			BARBARA
		"He used to teach at the
		Gotham University."
				
			BRUCE
		"Indeed, until he was fired
		For questionable teaching 
		Methods."
Bruce hits a few keys and onscreen shows a newspaper article reading 
"KILLER STALKS GCU PROFESSERS". 

			BRUCE
		"A month after his axing,
		Three professors at the				
		Gotham Campus University
		Were murdered, all linked
		To Mr. Crane, and someone
		Who funds the University
		Was severely injured."
				
			DICK
		"Why is he still walking?"

			BRUCE
		"Well before police could
		Question the man, he vanished
		From Gotham and there has been no 
		Trace of him since…"

			BARBARA
		"Until tonight at the bank."

			DICK
		"Obviously he didn't get a 
		Chance to test his toxin 	
		Enough and now he…"

Bruce butts in.

			BRUCE
		"That's another thing I
		Picked up earlier at		
		The bank."

CUT TO:

20 INT. BATCAVE - CRIME LAB – NIGHT 20

The trio enter the alcove behind the computer. The area is 
filled with expensive scientific equipment and more computers. 
Bruce walks over to an electron microscope, which is sitting on 
a console that's been hewn from the rock of the cave wall. He 
gestures toward it.

BRUCE
"Take a look."

Dick leans down and peers into the microscope as does Barbara.

BRUCE
"That's a piece of fabric 
from The Scarecrow's 
costume. There are traces 
of some kind of molecular 
compound on it. I've done a 
few tests. I need to do 
some more."

Bruce turns and heads back into the main cave. Dick follows 
him.

CUT TO:

21 INT. BATCAVE - MAIN CHAMBER – NIGHT 21

Bruce sits down at the Batcomputer. Dick stands behind his 
chair.

BRUCE
"Open previous file."

Onscreen, A CGI schematic of a chemical compound appears.

BRUCE
"Resume chemical
breakdown."

Onscreen, the schematic starts to spin. Dick stares at 
it.

BRUCE
(Cont.)
"It's chemical 
composition includes 
Sarin, 
Trichlorophenoxyacetic 
acid, and 
chlorobenzalmalonitrile. 
And several unidentified 
phosphates."

BEAT

BRUCE
(Cont.)
"All chemicals used in 
common nerve gases. 
Designed to cause 
elevated blood pressure, 
nausea, vomiting, fever, 
and blurring of vision. 
But whoever this...The 
Scarecrow is...he's 
mixing those chemicals 
with some newer, 
unidentified 
substances."

Bruce looks at Dick.
BRUCE
(Cont.)
"Similar to Pamela's 
pheromones but Crane's
Toxin seems to have 
More effect."

Alfred suddenly walks down the steps once again.

			
			ALFRED
		"I'd hate to be the bearer 
		of bad news, but apparently
		all of you are wanted."

The three of them stare at Alfred dumbfounded.

ALFRED 
(Cont.)
		"The signal sir."

			BATMAN
		"Oh, thank you Alfred."

	ALFRED
		"My pleasure sir."

	DICK
		"Looks like The Scarecrow
		Means business."

CUT TO:

22 INT. TOWN SQUARE- NIGHT 22

The camera shows dozens of Gotham citizens running away from random 
bullets that seem to be coming out of nowhere. As they run around it 
continues to snow outside. All around the place are several Christmas 
declarations hanging everywhere, and the large tree in the Town 
Square stands lighted. Obviously they were just trying to do the 
regular Tree Lighting Ceremony. There are police cars screeching all 
around the area as well firing up into the sky. The camera pans 
upward to show a helicopter flying around above the Town Square.

CUT TO:

23 EXT. HELICOPTER- NIGHT 23

The Scarecrow is firing a machine gun from outside of the large side 
door.

			SCARECROW
(Laughing hysterically)
		"Running and screaming… running 
		and screaming… I just love to 
		see the fear on all of their
		Faces! That's especially true
		During the holidays!"

CUT TO:

24 INT. TOWN SQUARE- NIGHT 24

The Batmobile and the two motorbikes coming zooming into the Town 
Square. The Terrific Trio move away from their vehicles and look up 
at the helicopter.





CUT TO:

25 EXT. HELICOPTER- NIGHT 25

Camera shows the helicopter still racing around the area firing 
bullets at the crowd below. The police cars all stop as they realize 
that the Terrific Trio has arrived.

SCARECROW 
(Laughing threw 
blow horn)
"Hello bats! Time to meet 
Your worst fears!"

The Scarecrow pulls out a grenade launcher and fires a gas grenade at 
our three heroes as they dodge the fire.

CUT TO:

26 INT. TOWN SQUARE- NIGHT 26

BATMAN
"I'm going for the Batwing! 
You guys get to your vehicles 
and follow!"

Robin and Batgirl nod and go off. 

BATMAN 
(Into a small
Device)
"Shields."

The Batmobile closes up with its shields.

SCARECROW 
(Through loudspeaker)
"Come and get us if you 
can Batman!"

The helicopter takes off leaving the area quickly.

BATMAN
(Into small
Device again)
"Batwing."

CUT TO:

27 INT. BATCAVE- NIGHT 27

Alfred is cleaning up some things in the Batcave as the Batwing 
suddenly comes to life and goes rushing down the shaft.

Alfred sighs and continues cleaning.

CUT TO:

28 INT. TOWN SQUARE- NIGHT 28

Batman walks past several of the frightened citizens as they continue 
to run past him. He looks up to see the Batwing roaring down toward 
him.

Batman runs towards the Batwing and pushes a button on his utility 
belt. Then the Batwing rises back into the air as Batman leaps into 
the cockpit and takes off.
Commissioner Gordon walks around the scene with Detective Renee 
Montoya. They look up to see the Batwing sour past them.

MONTOYA
"What did I tell
Ya? Those masked
Freaks are nothing
But nuisances. You
Should get rid of
Them while you still
Have time."

GORDON
"I really don't want
To hear about this
Right now Detective
Montoya. This really
Isn't the time. We
Need to make sure
That everyone out
Here is ok. Number
One priority of the
Gotham City Police is
To make sure that the
Citizens are all safe
And in good health."

MONTOYA
"What we should be
Doing is perusing
The Scarecrow!"

GORDON
"I know and I Completely 
understand the way you 
feel about this, but you
were the one that wanted 
to transfer here in the first
place. I thought you'd known 
already about what you'd be 
dealing with."

MONTOYA
"Oh, I knew. I just didn't
Want to believe it."

CUT TO:

29 EXT. GOTHAM CITY- NIGHT 29

Camera follows both the helicopter and Batwing as they continue to 
race through Gotham City at top speeds.



CUT TO:

30 INT. HELICOPTER- NIGHT 30 

The Scarecrow watches the Batwing continue to chase after them. 

SCARECROW 
(Laughing)
"Perfect! Fire the 
launcher!"

From the back of the helicopter a rocket is shown being launched from 
the helicopter by a couple of thugs. It starts making it's way toward 
the Batwing. 

CUT TO:

31 INT. BATWING- NIGHT 31 

Camera action: 1st camera showing in 1st person view through the 
windshield of the Batwing. 

2nd camera shows Batman looking at controls and saying…

BATMAN
"Shields."

CUT TO:

32 EXT. BATWING- NIGHT 32

On the Exterior of the Batwing the shields suddenly come up and the 
rocket explodes as it goes right into the Batwing.

CUT TO:

33 INT. HELICOPTER- NIGHT 33

SCARECROW
"Yes! Ha! Pyrophobia 
rules!"

Suddenly The Scarecrow realizes that the Batwing wasn't even 
scratched in the explosion of the rocket.

SCARECROW
"Damn you!"

The Scarecrow turns around to face the pilot's back and goes into the 
cockpit.

SCARECROW
(Cont.)
"Let him come alongside us 
and then, ram right into him."

The pilot nods and slows down. 




CUT TO:

34 EXT. BOTH VEHICLES- NIGHT 34

Batman moves the Batwing closer to the helicopter and then moves to 
the side of the chopper just like The Scarecrow wanted. 

SCARECROW
(Cont.)
"NOW!"

The helicopter then rams into the Batwing and moves away just long 
enough to make another butt into the Batwing only this time the 
helicopter gets entangled in the Batwing and they all continue to fly 
onward throughout Gotham as both vehicles begin to lose control.

CUT TO:

35 INT. HELICOPTER- NIGHT 35

SCARECROW
(Cont.)
"Alright everyone, move 
on to plan Acrophobia!"

The Scarecrow and his henchmen begin throwing on parachutes and then 
jump out of the helicopter followed by the pilot.

SCARECROW
(Cont.)
"Hope you don't have
Acrophobia Batman! It
Would be a shame for this
To end so soon!"

The Scarecrow laughs hysterically as he and his thugs continue to 
float toward Gotham.

CUT TO:

36 EXT. BOTH VEHICLES 36

Batman now has to keep control of both vehicles as he watches the 
villains escape.

BATMAN
"Robin, Batgirl, they've escaping
the helicopter. Try and stop
them. I'll join you shortly."

CUT TO:

37 GOTHAM CITY STREET- NIGHT 37

Camera shows Robin and Batgirl on their respective motorcycles moving 
through the city streets toward the area where The Scarecrow's gang 
are going to land.




CUT TO:

38 EXT. GOTHAM BAY- NIGHT 38

Camera shows the Batwing still carrying the helicopter moving over 
the ocean next to Gotham City. 

CUT TO:

39 INT. BATWING- NIGHT 39

Batman is shown pressing several buttons.

CUT TO:

40 EXT: BATWING- NIGHT 40

Camera shows the helicopter detaching from the Batwing and go 
crashing into the ocean. The Batwing turns around and starts back 
toward the area of the gang's landing.

CUT TO:

41 EXT: GOTHEM CITY STREETS- NIGHT 41

Camera shows Robin and Batgirl driving their motorcycles toward the 
gang where they suddenly see them landing right in front of them. The 
two heroes slam on the breaks and jump off of the bikes. 

SCARECROW
"Kill them!"

Several thugs begin to try attacking the two heroes. Robin does his 
best at blocking the attacks of the thugs as he tries to knock them 
out. Batgirl is shown throwing one of the thugs to the ground.

The Scarecrow looks over at Batgirl who is now close to where he's 
standing. She suddenly pulls a stun gun out of her utility belt and 
stuns a thug trying to chock her.

SCARECROW
"Have a gas girly!"

The Scarecrow throws a gas grenade at Batgirl unsuccessfully as to 
the fact that she hears his warning just in time.

SCARECROW
(Cont.)
"Stand still my pretty!"

The Scarecrow continues to throw the gas grenades at the hero while 
she avoids them each time. Suddenly Robin runs up to The Scarecrow 
and kicks him right in the stomach sending him flying to the other 
side of the ally.

SCARECROW 
(Cont. as he stands 
back up)
"Insolent child!"

Suddenly Robin is charged at by one of the thugs that is still 
standing. He's taken to the ground by the thug, but is then thrown 
off by Robin for he's the stronger of the two. 

A camera switches to The Scarecrow who walks up behind Batgirl and 
grabs her by the hair. She screams at first and then tries to attack 
him, but is unable to do so when up close and personal to this 
madman.

SCARECROW
(Cont.)
"Now you will feel true
and utter fear!"

The Scarecrow laughs wickedly as he starts to turn her around when he 
suddenly sees Batman come swooping down between the fighting. The 
Dark Night starts attacking the nearest thugs.

SCARECROW
(Cont.)
"Nevermind dear."

The Scarecrow throws Batgirl into a nearby wall and starts forward 
toward Batman. The Dark Night notices and swings his battering toward 
The Scarecrow, but he dodges it and grabs a hold of it. He starts 
pulling at the rope and pulls Batman over to him. Batman tries to 
resist but is unable to do so. The Dark Night is pulled over to The 
Scarecrow where he grabs a hold of him and repeats the same thing 
that he said to Batgirl seconds before.

SCARECROW
(Cont.)
"Now you will feel true and 
utter fear, Batman!"

The Scarecrow's eyes begin to glow a creepy red, as Batman looks 
right into them. He begins to shake with fear at the sight before 
him. 

SCARECROW
(Cont.)
"Fear me, fear your past, 
and fear your everything!"

Batman tries to resist, but can't pull his eyes away from The 
Scarecrow's.

CUT TO:

42 SEVERAL VISIONS ON SCREEN 42

On screen are several visuals of what Batman would be seeing before 
him. Batman sees his parents being killed by JACK NAPIER, THE JOKER 
dancing with VICKI VALE, THE PINGUIN blasting his way through the 
floor of the Shreck Department Stores Ball Room, Robin and Chase 
Meridian falling to their doom, Mr. Freeze freezing Gotham to ice, 
and Alfred dying of McGregor Syndrome. All of this is foreshadowed 
however by The Scarecrow's face.




CUT TO:

43 BACK TO BATMAN AND SCARECROW 43

Suddenly the red glow stops as Robin flings The Scarecrow away from 
Batman. Batman falls to the ground shaking uncontrollably.

The Scarecrow stands back up and rejoins his thugs. 

SCARECROW
(Cont.)
"We'll call this one a draw 
Bird Boy! You'll wish that I
Had finished what I started
After you see what happens to
him!"

The villains start running off into the opposite direction where the 
Hummer from the bank is waiting. The gang gets in the Hummer and they 
drive off away from the area. 

Camera shows Batgirl getting back up slowly and groaning from the 
pain that she's feeling. She walks over to Robin who is crouching 
over Batman whom is still shaking violently.

BATGIRL
"What happened to him?"

ROBIN
"I don't know, but we need 
to get him back to the cave and
Fast."

Camera shows final shots of Batman struggling between reality and 
fear as the camera fades.

CUT TO. 

44 INT. ARKHAM ASYLUM – QUINZELLE'S OFFICE – NIGHT 44

Harlene Quinzelle is still going through papers in her office with 
endless cups of coffee 

			DR. QUINZELLE
		"Damn! I'm never going to
		Find him."

Suddenly the phone rings and Dr. Quinzelle picks up

			DR. QUINZELLE
			(Into Phone)
		"Hello… yes yes… ok… 
		Thank you."

Dr. Quinzelle hangs up the phone with a change of face	

			DR. QUINZELLE
		"I found him."

Dr. Quinzelle begins typing fast on the computer, then Dr. Burton 
returns into Dr. Quinzelle's office.
			DR. BURTON
		"Dr. Quinzelle!"

Dr. Quinzelle is shocked from Dr. Burton's presence.
				
			DR. QUINZELLE
		"Doctor, I thought you
		Left."

			DR. BURTON
		"I could say the same to you.
		Come On, there is something
		Bothering you isn't there?"

Dr. Quinzelle picks herself up and sighs.

			DR. QUINZELLE
		"Do you remember, when I
		First came here, how I 
		Told you that I was trying
		To find out who my father
		Was?"

			DR. BURTON
		"Yes, I do recall you telling
		Me something about that."

			DR. QUINZELLE
		"Well I got a call back from
		The Laboratory in New Jersey,
		The one that I worked for before,
		And I got the results back 
		From a DNA sample I sent them
		And it appears that my father
		Was…"
			(A beat)
		"Jack Napier."

Dr. Burton's face looks on in horror.

			DR. BURTON
		"You can't be serious?"

			DR. QUINZELLE
		"Why do you look so shocked?"

Dr. Burton walks over next to Dr. Quinzelle.

			DR. BURTON
		"Jack Napier was a bad man."

Dr. Quinzelle's face changes to confusion.

			DR. QUINZELLE
		"Why?"

Dr. Burton reaches over to Dr. Quinzelle's computer.

			DR. BURTON
		"If you were here back in the
		late eighties, you'd know all 
		about it."

Dr. Burton searches the computer and a mug shot of Jack Napier comes 
onscreen, Dr. Quinzelle watches on.

			DR. QUINZELLE
		"Oh, My God!"

The camera zooms in on what Dr. Burton and Dr. Quinzelle are looking 
at on the screen. There are pictures of Jack Napier as The Joker; the 
screen then changes to an article reading "JOKER FALLS TO DEATH".

			DR. BURTON
		"You see Harlene, your father
		Did some horrible things. He was
		A major threat to Gotham."
Dr. Quinzelle is in shock as of what she is seeing

			DR. QUINZELLE
		"Where is he now?"

Dr. Burton turns away fro the screen.
			
			DR. BURTON
		"My god. I don't know what 
		To tell you."

			DR. QUINZELLE
		"What do you mean?"

			DR. BURTON 
        "He… He…"

			DR. QUINZELLE
		"Spit it out!"

			DR. BURTON
		"He plunged to his death."

There's a sudden pause as Dr. Quinzelle takes in what she has 
just heard.

			DR. QUINZELLE
		"What happened?"
				
			DR. BURTON
		"Well, he was found dead
		Outside Gotham Cathedral.
			(A beat)
		"Batman killed him."

Dr. Quinzelle's face all of a sudden grows evil

			DR. QUINZELLE
		"Batman!"

Dr. Quinzelle rises in anger and pushes several items off of her desk 
in anger.

			DR. QUINZELLE
		"I know what I must
		do now!"

Dr. Burton gets up in protest.

			DR. BURTON
		"Dr. Quinzelle you can't.
		Batman protects the 
		Society we live in.
		Don't be stupid!"

Dr. Quinzelle turns to face Dr. Burton

			DR. QUINZELLE
		"There's nothing stupid
		About having a little fun
		Doctor. That's what my father
		Seemed to do when he was this
		So called Joker."

			DR. BURTON
		"Why are you talking like 
		this?"

			DR. QUINZELLE
		"Because I don't think
		you're fit to be running
		this establishment any
		Longer and it's time for
		Some changes."

			DR. BURTON
		"You're not doing what I
		Think you are doing?"
			(A beat)
		"I'm calling for security."

			DR. QUINZELLE
		"Why would you do that?
		I just want to give this
		Establishment a little new
		Colour to it."

			DR. BURTON
		"Don't worry dear. The guards
		Will escort you out."

Dr. Burton storms out of the office. Dr. Quinzelle reaches quickly 
into her desk and pulls out a bottle of chloroform and a rag. She 
quickly pours some of the chloroform into the rag and walks out of 
her office.

CUT TO.

45 INT. ARKHAM ASYLUM HALLWAY – NIGHT 45

Dr. Burton continues to storm the hallway, but creeping up on him is 
Dr. Quinzelle with the chloroform filled rag in her hands.

			DR QUINZELLE
			(V.O.)
		"Hey Doctor!"
With that Dr. Burton turns around and is met with the rag coming 
right onto his face. He struggles to get out of Dr. Quinzelle's 
grasp, but he quickly loses his strength and falls to the ground.

Dr. Quinzelle looks down at the body and freaks. She drops the soaked 
rag on the floor as she seems to be panicking. She can't believe what 
she's just done.

Suddenly Dr. Quinzelle hears someone calling for her from behind. 
It's from the cell that is near her room. Dr. Quinzelle walks over to 
the cell and looks in.

She's looking right into the cell of Poison Ivy's cell. All she can 
see are the plants and vines growing within the room. She looks all 
around from the glass-viewing window, but sees no activity what so 
ever.

		QUINZELLE 
"Dr. Isley?"

Dr. Quinzelle gets ready to turn to walk away, but suddenly Poison 
Ivy sprouts up quickly from within the veins right directly at the 
window.

Dr. Quinzelle screams and falls back as Poison Ivy just smiles at her 
and plays with a nearby vein. Dr. Quinzelle gets up and looks right 
at her.

Poison Ivy turns to look down the hall at Dr. Burton lying on the 
ground.

			IVY
		"Not bad for a beginner."

			DR. QUINZELLE
		"You'd better keep…"

	IVY 
(Laughing)
		"Why would I want to give
		you away dear? I happen to 
		like your handy work, but
		you've got to finish the
		job, before you're discovered."

			DR. QUINZELLE
		"How?"

			IVY
		"That's very simple dear. Take
		him up to the Executioner's
		block. You'll know what to
		do from there."

			DR. QUINZELLE
		"I'm not a murderer."

IVY 
(Smiles)
		"Yes you are. It's in
		your blood. You're The
		Joker's daughter. That
		Means you're his heir
		To crime. You my dear
		Is are to be the clown
		Princess of crime. Doesn't
		That just sounds lovely?"

			DR. QUINZELLE
		"No. I'm not a murderer."

			IVY
		"You'd might as well just
		Give that up now. You have
		Begun something that you
		Can't get out of. It's your
		Job to go out there and finish
		Who I couldn't. You must destroy
		The Batman."

			
			DR. QUINZELLE
		"I can't…"

			IVY
		"Yes you can. You are evil 
		Through and through. I mean,
		Look at your name. Harlene
		Quinzelle. What does the name
		Remind you of… Hmmm? A Harlequin."

			DR. QUINZELLE
		"Yes… You're right Ivy. I see now
		What I must do. You must come with
		Me."

			IVY
		"I'm not ready. My powers aren't
		At their full form. I must wait
		Until they're ready."

			DR. QUINZELLE
		"You've been planning your
		Own escape since you've been
		Here haven't you?"

			IVY
		"Yes, but that'll be our
		Little secret. My pheromones
		Must be regenerated before
		I can leave."

			DR. QUINZELLE
		"I will return for you."

			IVY
		"I'm counting on it, but
		Now you must finish him."

DR.QUINZELLE 
(Smiling evilly)
		"Yes… I will."
Dr. Quinzelle walks away from Ivy's cell Ivy starts laughing 
hysterically.

CUT TO

46 INT. ASYLUM- EXECUTIONERS BLOCK –NIGHT 46

Dr. Burton awakens from his fall and finds himself strapped to an 
electric chair; his face is filled with fear

			DR. QUINZELLE 
			(V.O.) 
		"Welcome back, Doctor B."
			(A beat)
		"It's time for your medicine."

Dr. Burton looks around to find Dr. Quinzelle not in sight.

			DR BURTON
		"Where are you?"

A figure wearing a red, black, and white joker suit and black and 
white face paint jumps out in front of Dr. Burton's wide eyes.

			DR. QUINZELLE
		"Tada! Here I am!"

Dr. Burton notices Dr. Quinzelle's change of appearance.

			DR. BURTON
		"Dr. Quinzelle what's happened 
		to you?"

Dr. Quinzelle begins to pace around the room.

			DR. QUINZELLE
		"Dr. Quinzelle is dead good doctor.
		But you can call me…
			(A beat)
		"Harley Quinn."

Harley Quinn kisses Dr. Burton on the forehead.

			HARLEY
			(Cont.)
		"To kill somebody you
		Never leave any witnesses."

			DR. BURTON
		"You don't have to kill
		Me."
	
			HARLEY
		"Why do you say that
		That doctor?"

			DR. BURTON
		"Because I know
		Who Batman is."

			
			HARLEY
		"Oh really? Who?"

			DR. BURTON
		"Why my dear Doctor,
		He's been living here
		For quite some time now.
		He was incarcerated a few
		Years back.  Batman is Edward
		Nygma."

HARLEY 
(Laughing)
		"Do you expect me to
		Believe that doctor?
		I know of Mr. Nygma's
		Case, and I recall him
		Thinking that he really
		Was Batman, and just because
		I stay here in the Asylum
		a lot doesn't mean that I 
		don't watch the news and 
		know that Batman is in good 
		health and as free as a bird."

Harley Quinn laughs evilly and skips over to the main switch. She 
holds her palm on the lever not moving it.
				
			HARLEY
			(Cont.)
		"Gee, I wonder what this
		little switchy here does?"

			DR. BURTON
		"Those electric bars on
		Bane's cell really were
		A great idea Dr. Quinzelle."
			(A beat)
		"Want to try them out for
		Yourself?"

PAN TO:

Harley Quinn's hand pushes the lever down.

CUT TO:

47 EXT. ARKHAM ASYLUM – NIGHT 47

Screaming can be heard and a flickering flash from the top of the 
view of the Arkham building. The screams begin to fade out as 
Harley's laughter overtakes all of the screaming.

CUT TO:

48 INT. BRUCE'S BEDROOM- DAY 48

Camera shows JULIE MADISON sitting on Bruce Wayne's bed while he 
stares upward with a blank expression on his face. Suddenly the door 
opens to reveal Alfred Pennyworth. He walks over to the bed and hands 
Julie a glass of water. 
JULIE
"Thank you Alfred."

ALFRED
"Anything new?"

JULIE
"No. He just lies there, 
blank. It's almost like he's 
in a different dimension.
I really wish that you'd
Let me take him to the hospital.
I might be able to help him there,
But without any of my equipment,
There's no way to get anything
Done for him."

ALFRED
"We'll be sure to do that if
He hasn't changed in a couple
Of days. That's all I ask of you.
Perhaps you should go home and get 
some rest dear. There are plenty
of people here to take care 
of him. I'll call you as 
soon as he's better."

JULIE
"I don't want to leave his side. 
I love him very much, and I want
To stay here until he's
Better."

ALFRED 
(Sighing)
"Your father called. He needs
You to go home for a while to
Talk about something very important. 
You should go. Don't worry. If 
Something occurs you'll be the
First to know."

JULIE 
(Smiling)
"Thank you Alfred. You're
a good friend and a great 
father to Bruce."

ALFRED
"Yes, I know."

Julie Madison stands up and starts out the door followed by Alfred. 

CUT TO:

49 INT. HALLWAY- NIGHT 49

Dick Grayson and Barbara Wilson come around the corner suddenly. 
Julie smiles at the two before continuing for the front door. Alfred 
turns to the two kids.

DICK
"How's he doin' Al'?"

ALFRED
"I'm afraid that he's still 
In the same condition as before.
I really wish that we could just
Take him to Julie's hospital, but
You both know very well, that if we
Did, Batman's identity would be in
Jeopardy."


DICK
"I just wish I knew what 
happened. It doesn't make 
sense."

Dick turns away in despair.

BARBARA
"Do you know what happened
Uncle Alfred? We've been trying
Our best to uncover everything, but
It was Bruce that knows how to work
All of those scientific devices in
His lab."

ALFRED
"I have an idea of what 
it might have been. Please 
come with me."

Alfred leads the two away from Bruce's room.

CUT TO: 

50 INT. BAT CAVE- DAY 50

Camera shows the three people in the bat cave looking up The 
Scarecrow's personal Information on the computer.

ALFRED
(Cont.)
"Jonathan Crane, unlike most
other Psychologists was interested 
in the study of fears and phobias 
like hydrophobia, monophobia, etc. 
He'd done years of research dealing 
with what scared people the most, but 
when it came down to getting the funding 
for his work, he was denied any help. 
He seemed to have lost his mind after
that happened and set out to destroy
everyone that got in his way of putting 
his research to good use. That's when
he became The Scarecrow. He's hardly 
what you'd call a man now, twisted with 
his own desires of fear. He uses his 
knowledge of fear to create chemicals
that can induce terror into whomever 
it touches. His first known victim was 
Derek Powers, a powerful business man in 
Gotham City. Mr. Powers was one of the 
people that Dr. Crane had went to
for funding. He was laughed at and thrown 
out of the building. Master Bruce told 
me of a very interesting power that this 
Scarecrow fellow possesses as well. Apparently
he has the power to make people fear him 
With an instant glance into his eyes."

DICK
"When I saw what happened to Batman, 
The Scarecrow had a hold of him.
I guess that's what caused this."

BARBARA
"The Scarecrow tried to do it
to me, but Batman showed up before
he could finish, and he just threw 
me away."

DICK
"He wanted Batman from the
beginning. He knew that if 
he could take Batman out that 
we would be easily defeated."

BARBARA
"There's got to be a way 
to get Bruce out of this. 
We don't stand a chance 
without him against The 
Scarecrow. Since The 
Scarecrow came along; it's 
been hard to keep Gotham safe."

ALFRED
"Don't be so sure of that. 
I know as well as both of
you do that you are completely 
able at taking down bad 
guys, and girls as well."

The two smile.

ALFRED 
(Cont)
"The Scarecrow surely has a
Weakness."

BARBARA
"So all we really should 
worry about is finding The
Scarecrow's weakness and we 
might stand a chance."

Alfred nods and smiles. Suddenly an alarm sounds in the cave. Alfred 
walks over to the many security cameras posted near the bat computer 
and sees a lady standing outside the front door ringing the bell.

The noise continues over and over again.

ALFRED
(Sighing)
"I'll get it."

The three start back up the stairs to the Mansion itself.

CUT TO:

51 EXT: WAYNE MANOR- DAY 51

Camera shows Dr. Chase Meridian standing at the front door to the 
Mansion. She sighs and rings the doorbell for the second time.

Suddenly the door opens to reveal Alfred.

ALFRED
"Yes can I… Chase?" 

CHASE 
(Smiling)
"Well you're probably a 
bit old to be doing any 
chasing, but hello anyway. 
It's good to see you again."

ALFRED 
(Laughing)
"It's so good to see you 
my dear!"

Alfred and Chase hug as they smile and laugh. 

ALFRED 
				(Cont)
"Why have you come?"

CHASE
"I'm here working on one
of the patients at Arkham. 
I need to talk to Bruce about
the patient right away. Is 
he here?"

ALFRED
"Yes, but I'm afraid that 
something has happened to him."


CHASE 
(With concern)
"What happened?"

ALFRED
"Perhaps you should just 
come in my dear."

Chase walks in the house and suddenly hears her name being called 
again from upstairs.

DICK
(O.S.)
"Chase!"

CHASE
"I seem to be very 
Popular here."

ALFRED
"Popular or not, you're
Always welcomed here."

Then she looks up the stairs to see Dick running down the stairs 
toward her.
CHASE 
(Cont)
"Well if it isn't my 
favourite sidekick."

Chase and Dick hug.
CHASE 
(Cont.)
"How have you been?"

DICK
"Fine."

CHASE
"Really? That's good 
to hear."

DICK
"I'm afraid that Bruce
Is well..."

ALFRED
"I was just on my way to
take her up to see him. 
Follow me Dr. Meridian."

CHASE
"Good to see you again 
Dick."

DICK
"Same to you."

Barbara walks up to Dick and looks at him in awe. She seems a little 
jealous by the way that he's looking at the woman going up the steps 
with her Uncle.

BARBARA
			"So who's the bimbo?"

Dick looks at Barbara with disgust and smirks as he then turns around 
and starts up the steps. Barbara just shrugs her shoulders and starts 
off toward the kitchen.




CUT TO:

52 INT: BRUCE'S ROOM- NEAR EVENING 52

Camera shows Bruce still in a trance lying on his bed. Chase and 
Alfred stand over him in concern.

CHASE
"So it was The Scarecrow 
That did this?"

ALFRED
"Yes. I'm afraid that The 
Scarecrow has a known power
that can make his victim 
fear him and anything else 
that they may possibly fear."

CHASE
"This may be hard to fix, 
but I will try to bring 
him out of it."

ALFRED 
(Smiling)
"I know you can."

CHASE 
(Turning around)
"Why so?"

ALFRED
"Because you are the
best."

With those words Alfred leaves the room and Chase behind to deal with 
Bruce's condition. Chase smiles and shakes her head as Alfred leaves 
shutting the door behind him. Chase turns back to Bruce lying on the 
bed.

Camera focuses on Bruce's face, as he seems to have broken out into a 
cold sweet. He starts twisting and turning his head violently.

CHASE
"Bruce? Bruce can you 
hear me? It's Dr. Chase 
Meridian. I know you can 
hear me Bruce. Just don't 
give into what you're seeing. 
It's all just a bad dream. 
You're actually at home in 
bed with me by your side."

Bruce continues to shake around violently.

CHASE 
(Cont.)
"You can talk to me Bruce. 
Tell me what you see. You 
can talk. Try to break 
through what you're seeing. 
Tell me what you are seeing."

BRUCE 
(Trying hard to talk; 
almost screaming)
"MY PARENTS!!!!! NO!!!!"

CHASE
"Bruce, listen to me. 
You got through that.
It was a very hard 
thing to do, but you 
finally surpassed what 
happened all that long ago."

BRUCE 
(Head shaking)
"NO!!!! I'VE GOT TO SAVE 
VICCI?"

CHASE 
(Confused)
"Vicci? Bruce, who's
Vicci?"

BRUCE
"HAVE TO STOP THE JOKER!"

CHASE 
(Shaking her head 
now understanding)
"Bruce, you already 
saved Vicci. She's 
at her home now, safe.
The Joker is dead also. 
You don't have to worry
about that."

BRUCE 
(Straining through 
visions going 
all through him)
"GOTTA SAVE THE KIDS
FROM PENGUIN'S GRASPS!!" 

CHASE
"You did stop the Penguin, 
Bruce. Don't you remember? 
You stopped everything that 
he tried to do. He's dead 
now. You have to remember 
that."

BRUCE 
(Screaming)
"TWO-FACE!!!!! NO!!!! 
DON'T KILL HIS PARENTS!!"




CHASE 
(Taking Bruce's
hand)
"There was nothing that 
you could do about that.
Fait had already sealed
their deaths. Dick soon 
got past it when he became
your partner in stopping 
Crime."

BRUCE 
(Still screaming)
"GOTTA UNFREEZE THE CITY!!!
CAN'T LET FREEZE WIN!!!"

CHASE 
(Sighing)
"You did stop Mr. Freeze 
and restore Gotham City 
to what it was. You, Robin,
and Batgirl saved everyone.
Everything is ok now."

BRUCE 
(Screaming even 
louder)
"SCARECROW!!!! THE SCARECROW!!
NO!!!! DON'T KILL ME
.... PLEASE!!!!!!"

CHASE
"You have to fight him. 
He's put some kind of 
spell on you and you 
have to snap out of 
it. Come on Bruce! You
Have to snap out of this!"

BRUCE
"I CAN'T STOP HIM!!!!!"

CHASE
"Yes you can! In all
your life you have
fought off worse villains
then this Scarecrow! You
can't let his little spell
get the best of you! Now 
wake up!"

Bruce suddenly sits straight up and screams with his eyes opening 
shortly afterward. He stops screaming when Chase grabs a hold of him. 
He turns toward her and looks at her curiously.

BRUCE
"Chase?"

CHASE 
(Smiling)
"Yes."
BRUCE
"What are you doing here?
How did I get here?"

CHASE 
(Laughs)
"You were brought back 
here after you suffered
from The Scarecrow's eyes."

BRUCE
"But I knew to avoid them.
How did I still get affected?"

CHASE
"I'm not sure, but I 
know that it'll be 
explained soon."


BRUCE
"Still, why are you 
here? Shouldn't you
Be in Cambridge?"

CHASE
"Actually the reason I'm
in Gotham is the reason
I'm here to see you. There's
something that I have to tell
you about Harvey Two-Face's
condition."

BRUCE
"How did you know that
he's still alive?"

CHASE
"Commissioner Gordon asked me
to come to Gotham to talk to a
patient at Arkham. I didn't know
which one it was at the time, but 
I found out when I arrived that 
it was Two-Face, still alive."

BRUCE
"Why would you need to talk
to Two-Face?"

CHASE
"A cure was found for him."

BRUCE
"What?"

CHASE
"Harvey is going to have an
operation to remove what's on
the left side of his face. He'll 
be Harvey Dent once again. They 
wanted me to talk him into having 
the operation and I was successful."

BRUCE
"When will the operation be?"

CHASE
"As soon as possible. They could 
move him to the hospital 
as early as tonight."

BRUCE 
(trying to get up)
"Well we better get over there."

Bruce stands and turns to the window in his room to see none other 
then the Batsignal.

BRUCE
"I guess that'll have to
wait for awhile."
Bruce starts for the Exit to his room with Chase in pursuit.

CHASE
"Are you sure that you're 
in any condition to be fighting
tonight?"

BRUCE
"It doesn't matter. I have
a job to do. I just hope
that Dick and Barbara didn't 
leave without me."

Bruce throws the door open to see Alfred coming toward the door.

ALFRED
"Master Bruce! You're awake
Sir!"

BRUCE
"And much better. I have to get
out there."

ALFRED
"I must inform you sir that 
Master Grayson and my niece
have already left."

BRUCE
"It doesn't surprise me. I'll 
just have to catch up with them."

Bruce motions for Chase to come over to him. 

BRUCE
"Meet me at Arkham. Hopefully
this won't take long."

CHASE
"Ok. Good luck."

CUT TO:

53 EXT: BAT MOBILE- DUSK 53

Camera shows the Bat Mobile leaving the Bat Cave at a fast rate as it 
speeds through the tunnel toward the exit to the cave.

CUT TO:

54 EXT. ARKHAM ASYLUM- DUSK 54

Robin and Batgirl are getting off of their motorcycles and are about 
ready to enter the gate when they suddenly hear a loud motor pulling 
toward them. They look back curiously to see the Batmobile coming 
right toward them. The two kids are in shock as they see Batman get 
out.

			ROBIN
		"Batman! You're better!"

			BATMAN
		"Yes Robin. Thanks to
		Dr. Meridian I'm feeling
		Much more like myself. Do
		Either of you know what's
		Going on?"

			BATGIRL
		"They didn't tell us much
		At the police station. Just
		That they…"

			BATMAN
		"Wanted us to come here?
		Yes they told me the same
		Thing."
	
			ROBIN
		"You got here rather quickly
		For someone that just has woken
		Up from that horrible nightmare
		That you were going through."

			BATMAN	
		"I'm just feeling more rejuvenated
		Is all."

			ROBIN
		"Are you sure?" 

			BATMAN
		"I'm fine Robin. Now
		Let's go in and see
		What the Commissioner
		Wanted."






CUT TO:

55 INT. ARKHAM ASYLUM – DEATH ROW – DUSK 55

Several police officers are standing around taking pictures and 
collecting evidence around the electric chair. 

Commissioner Gordon and Detective Montoya are watching on as the 
Terrific Trio joins them.

			BATMAN
		"Commissioner…"

			GORDON
		"Ah Batman and friends. I'm
		Glad that you've finally arrived.
		We have a bit of a problem
		Here."

Batman motions for Robin and Batgirl to step out of the room. Both of 
them feel reluctant to leave, but do so anyway.

			GORDON
		"Doctor Burton was killed
		Here last night in this chair."
			
			BATMAN
		"Doctor Burton was a good
		Man."
			
			MONTOYA
		"Yeah, well his death was no
		Accident."

			BATMAN
		"What makes you say that?"

			GORDON
		"The guards picked up something
		From last night on the surveillance.
		But to tell you the truth, I'm not so
		Sure that it's a good idea to go along
		with the fund raiser this afternoon."

			BATMAN 
		"From what I've heard, that isn't
		Possible. The fundraiser was for
		The WWE to come here to Gotham. I
		Don't believe that Vince McMahon is
		Going to easily just cancel his show
		Whether someone that worked here died
		Or not."

			GORDON 
		"That's understandable."

Suddenly Dr. Chase Meridian comes walking into the room very 
confused. The three turn around to see her.

			CHASE
		"I saw Robin and Batgirl
		Out there. I was wondering
		What was going on?"

			GORDON
		"Ah, yes, welcome back,
		Dr. Meridian. I'm trusting
		That you remember Batman correct?"

	CHASE
(Winking at
		   Batman)
		"Of course I do."

	BATMAN 
(Smiling)
		"It's good to see
		you again after so
		long Dr. Meridian."

			CHASE
		"Same to you."

			GORDON
		"And this is Detective Renee
		Montoya. She heads up the force
		Now."

Chase and Montoya shake hands.

			CHASE
		"So, is someone going to
		tell me what's going on here
		or is this a game show where
		I have to guess at what happened?"

			GORDON
		"Oh, I'm sorry about that.
		Dr. Burton was killed last
		Night in this room thanks to
		Our state of the art electric
		Chair."

			CHASE
		"Oh, God. I remember talking
		To this man the last time I
		Was in this building before
		Leaving Gotham."

			GORDON
		"We were just on our way to
		look at the surveillance tapes.
		Would you like to join us?"

			CHASE
		"Sure."

Everyone starts walking out of the room. Chase turns back around to 
look at the body one last time. She looks around the room and smells 
a very odd odour. However, she turns around and continues walking.


CUT TO:

56 INT. ARKHAM ASYLUM HALLWAY- NIGHT 56

Batman, Robin, Batgirl, Chase, Gordon, and Montoya all are walking 
down one of the dark hallways in the Asylum. They can see that there 
is graffiti everywhere.

			GORDON
		"I'm sure that you
		Already know this,
		But all of these party
		Favours weren't here before
		Now."

			BATMAN
		"So I gathered. And I
		Wouldn't feel it would
		Be wise to let the inmates
		Celebrate for any reason
		Anyway."

			MONTOYA
		"We have yet to make any
		Sense of what all of this
		Trash on the walls represents
		Or says, but our crime labs
		Are working on it."

The way that Montoya says this seems to imply that the Terrific Trio 
should stay away from the crime scene and leave the detecting up to 
the police.

Everyone continues down the hallway as quickly as they can, not 
saying another word.

CUT TO

57 INT. ARKHAM ASYLUM SECURITY ROOM – NIGHT 57

The control board has been smashed up as Batman, Robin, Batgirl, 
Chase, Gordon, and Montoya walk into the room to investigate what has 
happened

			GORDON
		"This is where everything
		Goes North."
				
			MONTOYA
		"There was that much electricity.
		Used it to completely blow
		The fuse keeping Arkham	
		In power."

The monitor shows the halls of Arkham Asylum and at the end of the 
hall is shown a room to the right with lighting and electricity 
flowing out and a man screaming. The video then stops playing and 
goes to a static screen.
	
			GORDON
		"There is no mistaking that
		someone killed Dr. Burton."

			CHASE
		"Wasn't that obvious to start
		With sir? I mean couldn't you
		Tell that he was strapped down
		And everything. There would've
		Been no way for anyone to have
		Thrown that switch by themselves."

			BATMAN
		"That's right, but who would kill
		Him? Commissioner, are any of the
		Prisoners missing?"

			GORDON
		"No. Not a one."

			ROBIN
		"Have any of them been
		Questioned about what
		Happened?"

			MONTOYA
		"No. Why should they be?
		It would be a complete waste
		Of our time to do so."

			
			BATGIRL
		"Someone might have seen
		Something last night though.
		It's definitely worth talking…"

			MONTOYA
		"I seriously don't believe so.
		We'd be wasting our precious time
		Bothering with those psychos when we
		Know good and well that they wouldn't
		Help us even if they wanted to."

			ROBIN
		"Look, maybe you should take some
		Advice yourself and pull that corncob
		Out of your ass!" 

			BATMAN
		"Robin! That's enough! Detective
		Montoya does have a point. We all
		Have more important things to be 
		Doing instead of questioning the
		Prisoners here, like trying to
		Capture The Scarecrow. For all we
		Know, he could be out there committing
		His next crime already. Thank you for 
		Calling us Commissioner. We will keep
		A look out for anyone suspicious enough
		To have done this…"

			CHASE
		"Wait!"
Everyone turns to Chase.

			GORDON
		"Yes, Dr. Meridian?"

			CHASE
		"Who else was working
		Here late into the night
		Besides Dr. Burton?"

			GORDON
		"There's no way of
		Knowing the answer to 
		That. We'd have to check
		The staff files, and even
		Then we probably wouldn't
		Get anywhere with it. The 
		Working hours for the staff
		Here varies off and on. They
		Barely even bother to keep a
		Record of such things."

			CHASE
		"Perhaps we should keep a
		Look out for employees that
		Don't return to work today
		Or within the next few days.
		Those that don't return become
		Top suspects."

			GORDON
		"That might just work. We'll
		Keep that in mind Dr. Meridian.
		I knew it was a good idea to have
		You come back at such a time."

			CHASE
		"Just doing what I can."

			BATMAN
		"We won't keep you any
		Longer. We have our work
		Cut out for us now if The
		Scarecrow isn't our only
		Problem. Thank you for
		Your time."

The Terrific Trio leave the room. 

			GORDON
		"Now, Dr. Meridian, how did
		Your meeting with Mr. Wayne go?"

			CHASE
		"It went quite well, actually.
		He said that he'd be over here
		In a little while to over see
		The case at hand."

Suddenly to everyone, especially the surprise of the audience, Bruce 
Wayne walks into the room.
			CHASE
		"Well, speak of the Devil.
		Here he is now."

			BRUCE
		"Well, I hope that you were
		Saying some good things about
		This little devil here."

			CHASE
		"And why wouldn't we?" 

			GORDON
		"It's good of you to come
		Mr. Wayne. Oh, I'd like for
		You to meet the new Detective
		Of the force. This is Renee
		Montoya."

Bruce and Montoya shake hands.

			MONTOYA
		"It's good to finally meet
		You. I've heard a lot of very
		Interesting things about you."

			
			BRUCE
		"You shouldn't believe all of it
		Though. A lot of it's complete
		Lies."

			MONTOYA
		"I'm sure."

			GORDON
		"How is the lovely girlfriend
		Doing?"

Chase looks a little saddened hearing this news.

			BRUCE
		"Julie's doing quite
		Well that I know of."

			GORDON
		"That's great to here.
		Listen, Renee, why don't
		You go back to Police
		Headquarters and listen in
		For any possible disturbances
		From The Scarecrow. If we're lucky
		He'll give us a night off after
		Everything that happened last night,
		But we've got to be sure."

			MONTOYA
		"Yeah sir."

Montoya leaves the room.

			GORDON
		"Well, let's go deal with
		Harvey's transfer shall we?"

Bruce, Gordon, and Chase all leave the room behind.
CUT TO:

58 EXT. ABANDONED SUBWAY- NIGHT 58

The camera shows an abandoned subway filled with cobwebs and three 
train carriages sitting on the tracks unused for years by the look of 
it, out of the carriage comes PROFESSOR JONATHON CRANE with the 
scarecrow costume on but without the mask as he sits down on the 
steps of the subway, he closes his eyes.

FLASHBACK:

59 INT. LECTURE HALL – DAY 59

A little younger and cleaner Dr. Jonathon Crane paces back and forth 
lecturing to himself.

                  	CRANE
     		"I must not fear. Fear is the mind-killer.
      		Fear is the little-death that brings
   		Total obliteration. I will face my fear.
      		I will permit it to pass over me and
      		Through me. And when it has gone past I
     		Will turn the inner eye to see its path.
      		Where the fear has gone there will be
      		Nothing. Only I will remain...
                  
			STUDENT
      		"Dr. Crane, I don't think anyone in this
      		Room knows what the hell you're talking
      		About."

Crane stops suddenly and looks around, realizing he is in front of a 
full lecture hall.

Crane pauses, than smiles.

                   	CRANE
      		"Very well Mr. Snow, what is your 
		greatest fear?"

                   	SNOW
       		"Fear itself?"

                  	CRANE
       		"Nonsense Mr. Snow, if fear is inevitable,
        	Controllable, then why can it not be our
        	Ally as well?"

Blank stares.
               		
			CRANE 
			(Cont.)
        	"Mr. Snow, I could talk all day about the
         	Extent of fear on the placement of
         	Society, how about I show you instead?"
Crane walks behind the lab table and pulls out a large aquarium. 
Behind the glass is a large black cat.

The class leans forward.

Crane reaches back behind the table and pulls out a small white 
mouse. He holds the mouse by the tail and waves it in front of the 
glass. The cat begins to hiss and claw at the glass.

              		CRANE 
			(Cont.)
     		"Conflict is dictated by fear, nature, by
    		Definition is the balance of that fear.
     		The cat knows the mouse is afraid and
     		Therefore knows he's in control, but what
     		Happens when..."

Crane places a cover on the aquarium, and then turns the valve on a 
small canister connected to the cover. A red gas leaks into the 
aquarium, but the cat seems unaffected.

Crane takes away the cover and picks up the mouse.

Crane drops the mouse into the aquarium. The mouse immediately runs 
to the corner, and the cat drops low and prowls forward. Suddenly the 
mouse turns and squeals, the cat quickly retracts with its fur and 
begins ramming into the glass on the opposite side desperate to 
escape.

Crane reaches in to pull out the cat, but the cat sinks its claws 
into Crane's wrist. Crane pulls back holding his hand and glares at 
the cat.

Crane then takes a syringe and presses a small drop of amber liquid 
onto the mouse's neck.

The mouse pauses, and then stands up on its legs, it hisses and 
charges the cat's throat. After a minute of squealing and hissing the 
white mouse is soaked in red, and the cat is dead.

Crane looks through the other side of the glass smiling widely.

END FLASHBACK:

60 INT. ABANDON GOTHAM SUBWAY – NIGHT 60

Jonathon Crane is shaking at what he has remembered about his past.

			CRANE
		"My ideas were perfect."

One of his thugs approaches him.

			THUG 1
		"Boss, you okay?"

Crane is thinking out loud on his figures and seems to be in intense 
thought.

			CRANE
		"I showed them what
		Fear really was."

Thug 1 looks confused.
				
			THUG 1
		"Yeah that's great."
			
			CRANE
			(Looking up)
		"Where is my wife?"

			THUG 1
		"I'm not sure. She
		Hasn't been around for
		A few days now. She said
		Something about her Aunt."

	CRANE
		"Oh, that's the last thing
		I need right now! I don't want
		That old witch driving me crazy!"

			THUG 1
		"What would ya like for me to do
		Boss?"
	
CRANE
		"Go get Dr. Jones. 
		I need to have a little 
		Talk with him."

			THUG 1
		"Sure thing boss."

Thug 1 runs off leaving Crane to think once again.

FLASHBACK:

61 EXT. PLAYGROUND – DAY 61

A class of children covers the playground. Dr. Crane sits off to the 
side on a bench staring blankly.

A boy on the swings is sitting with his leg crossed just like Crane, 
and is reading The Legend of Sleepy Hollow.

A group of boys comes up behind him. The main bully looks familiar, 
but he's too young for the audience to really know.

                	BULLY
        	"Hey, Ichabod, you want 
	  	To swing eh?"

Before the young Crane can get off the swing, two of the bullies 
begin pushing him back and forth.

			YOUNG CRANE
         	"No! Let me down! Stop!"

Crane looks up from his grading and notices the boy.

               		BULLY
         	"Are you scared Ethiopian boy?"

 They push the swing higher and higher.

                	YOUNG CRANE
          	"Stop! Please stop! 
	    	Let me down! Please!"

Young Crane starts to cry, but the bullies just push harder.

Crane runs to the fence, fighting with it, screaming at the boys, but 
he is mute.

The book flies free of Young Crane's hands, and the pages break free, 
raining down onto the playground.

                 	BULLY
          	"Skin and bones is scared."

The bullies laugh and push him even harder; Young Crane breaks free 
of the swing and flies sprawling onto the ground.

                	YOUNG CRANE
         	"My leg, you broke my leg, somebody help
         	Me, please!"

The bullies run away as the teacher comes running. The pages of the 
book rain down dreamily over him.

Crane is still yelling at the fence but now it is audible.

                	CRANE
         	"Leave him alone, stop it, 
	   	Leave me alone, please stop it!"

Crane realizes there is no one at the swing, and everyone around is 
now staring at him. He fixes his hair and gets ready to walk back to 
his bench, but a beautiful woman suddenly walks over to him. Crane 
stares at her in awe.

Suddenly she slaps Crane in the face, and again, and again…

END FLASHBACK:

62 INT. ABANDONED SUBWAY- NIGHT 62

An old woman who seems to be wearing what looks like a Halloween 
Witches costume is slapping Jonathon Crane in the face.

Crane comes back to reality and looks into the face of the old woman. 
He screams and falls backward into the train. This woman is Crane's 
wife's AUNT HILDA.

			CRANE
		"My God Hilda!"

			HILDA
		"You really need
		To work on your
		Manors boy."
			CRANE
		"My manors? You're the
		One that gave students
		At Vassard College some
		Sort of chemical in their
		Food for crying out loud!
		You're one to talk about
		Having manors."

Hilda is about to give a come back, because of her anger, but stops 
when she hears a woman's laughter. They both turn to see an extremely 
gorgeous woman dressed in an exquisite dress. She has diamonds on 
every finger and on both ears. She also wears a humongous diamond on 
a necklace around her neck. She is holding a newspaper in her arm 
while she takes off one of her long white gloves. This is Dr. Crane's 
wife, MARSHA CRANE, or MARSHA "QUEEN OF DIAMONDS".

			MARSHA
		"Unbelievable. The
		King of fear is afraid
		Of my Aunt. Who
		Would've ever thought it
		Possible? You really should
		Get through this fear
		Darling before you hurt
		Yourself, or worse, hurt
		Our great franchise."

Marsha looks at the sweet pouring down her husbands face.

MARSHA 
(Cont.)
		"You haven't been having
		Those horrible visions again
		Have you darling?"

			CRANE
		"How observant of you
		Marsha."

MARSHA 
(Smiling)
		"You might want to see
		This."

Marsha takes the newspaper out of her arms and hands it over toward 
Crane.

			CRANE
		"I have no use for reading
		That trash. I have to put
		Up with that damn annoying
		Gossip Gerty everywhere
		As it is. I'd much rather
		Not read her collum dealing
		With all of the shitty celebrations
		That the high-class people go to.
		We used to be like those people.
		Do you remember that Marsha?"

			
			MARSHA
		"Yes dear, I do. I
		Miss it all very much
		As well. But I believe
		That you will enjoy what 
		The main headline is talking
		About."

Crane sighs and takes the newspaper. The front page has a large 
picture of Harvey "Two-Face". The headline says "Former Serial Killer 
To Undergo Surgery". The paper goes on to say that someone within the 
Asylum had contacted the newspaper to tell them the news. Apparently 
spies exist everywhere.

			CRANE
		"Two-Face? I thought
		He was killed a few
		Years back?"

			MARSHA
		"So did everyone else,
		But as you can tell,
		That's not so."

			CRANE
		"What kind of surgery
		Are they talking about?"
			
			MARSHA
		"They're going to attempt
		To cure him."

			CRANE
		"That monster is getting
		A second chance to live
		His life. Completely
		Unfair to everything
		Unjust in this world."

			MARSHA
		"That's exactly what I 
		Thought about the whole
		Thing as well."

			CRANE
		"They wouldn't let me
		Continue my research,
		But they'll let that
		Maniac have another
		Shot at normal life.
		Hell, I bet they'll
		Even let him have his
		Old office back as District
		Attorney."

			MARSHA
		"I don't know about that
		Dear."

			CRANE
		"Well, I sure do. I think
		We should ruin their chances
		Of this all working out."

			MARSHA
		"Oh my. That sounds like
		Such fun."

			CRANE
		"Oh indeed my dear. It
		Will be."

Suddenly the main thug returns with a few others pushing a large cage 
in the darkness. Crane gets up and scratches his head.

			CRANE
			(Cont.)
		"What are you doing?"

			THUG 1
		"You told me that you
		Wanted Dr. Jones to be
		Brought to you."

			MARSHA
		"And why would you be
		Needing my main attraction?"
			CRANE
		"To tell you the truth dear,
		I don't really remember."

			HILDA
		"How convenient for you."

			MARSHA
		"Aunt Hilda dear, why don't
		You go stir your caldron
		For a while dear. We have
		Some plans to work through."

			HILDA
		"Well, I guess I know when
		I'm not wanted."

Aunt Hilda walks away from the others.

			CRANE
		"Why do you keep her around
		Here for? She could be a
		Liability to us."

			MARSHA
		"I know, but she just 
		Wants to help us out.
		I wish you would 
		Understand that."

			CRANE
		"I try, but she is very
		Annoying and bothersome
		At times."

Crane and Marsha walk over to the cage that's still standing in the 
darkness.

			MARSHA
		"Waylon… You in there
		Darling?"

			JONES
			(O.S.)
		"Yes…"

The voice is definitely coming from within the cage, but it seems 
very deep and menacing.

			MARSHA
		"Why don't you bring him 
		Into the light boys. Poor
		Thing doesn't get to see it 
		Very often."

The thugs obey and pull the cage into the light… However, in the 
light doesn't come what the audience believes to be a man. In the 
light stands a humongous monster of sorts. He wears a pair of dress 
pants along with a button up shirt and tie. His body is completely 
grey and his face resembles that of a crocodile. This is DR. WAYLON 
JONES… or as most Batman fans would know to be KILLER CROC MORGAN.
			
			CRANE
		"How's the research coming
		Doctor?"

			JONES
		"Slow…"

			CRANE
		"I'm sorry to hear
		That."

			MARSHA
		"Well, you have to
		Remember, he doesn't
		Have the best of scientific
		Equipment available to him
		Plus, his degree…"

			JONES
		"What about my degree?"

			MARSHA
		"Well, I'd hate to say it,
		But you were taught by the
		Circus that you were forced
		To live with after your parents
		In Florida threw you out into the
		Cold… Or well, I guess into the hot
		Tropical climate."

			JONES
		"None of that is my fault. I can't
		help that I was forced to take college
		on the internet."
			MARSHA
		"I know hunny. Listen,
		I do have something that
		Might interest you though."

			JONES
		"And that would be?"

			MARSHA
		"There is going to be a
		Wrestling competition that's
		Coming here to Gotham City. I
		Believe that you might enjoy a
		Little physical exercise. You've
		Been couped up in that lab for quite
		Awhile now."

			JONES
		"That's because you've kept me
		Locked up like some monster!" 

			CRANE
		"That's because you are a
		Monster! However, we're all
		Monsters here, aren't we? None
		Of that should really matter
		Though. The point is that you
		Could make a lot of money off of
		This little wrestling venture to
		Help with your research."

			JONES	
		"I left the wrestling world a long
		Time ago. I can never return to it
		Again. Don't you remember? I ate some
		Of my competitors."

			CRANE	
		"Oh come on now. That's not the way
		To be. You need to be daring. What
		Happened to all of that anger that
		Used to exist inside you?"

			JONES
		"I've tried my best to avoid it
		Whenever I can."

			CRANE
		"Alright, but it must be quite
		Boring being locked up in that
		Tinny cell all the time. I bet
		You'd love to have some fresh
		Air at some point."

			MARSHA
		"And you must not forget the 
		Money. Your research could
		Use it and we can't keep
		Supplying money to you all
		The time. We have ourselves
		To think about as well you
		Know? Poor Jonathon here is
		Having more and more trouble
		Being able to pay for the
		Chemicals that he needs for
		His fear devices."

Dr. Jones looks down and sighs.

			JONES
		"Fine. I'll do it."

			MARSHA
		"Wonderful! I'll be
		Your manager. It'll be
		Just perfect."

			CRANE
		"Are you sure that you
		Should be doing that?"

			MARSHA
		"Oh come now. No one has yet 
		To recognize me with all
		Of these beautiful diamonds
		And such. Besides, since becoming
		The Queen of Diamonds, I've become
		A very upstanding lady to the citizens
		Of this retched town."
			
			CRANE
		"Fine. Take him on then."

			MARSHA
		"Wonderful. Now you stay
		Out of trouble darling."

			CRANE
		"Oh believe me, I will."

MARSHA 
(Smiling)
		"Let him out of the
		Cage boys."

The thugs open the door to the cage and Dr. Jones steps out.

			MARSHA
		"Hmm… I guess you'll need 
		An alias… How about…"

			JONES
		"How about we just stay
		With the one that I used
		When I wrestled before. I
		Might as well return to my
		Origin anyway. You can call
		Me Killer Croc Morgan."

			MARSHA
			(Laughing evilly)
		"Fabulous. Let's
		Get moving. The show
		Starts in under an hour."

Marsha turns back to Crane.

			MARSHA
			(Cont.)
		"Later darling."

			CRANE
		"Have fun dear."

Marsha and Croc leave the area behind. The thugs look at Crane for 
instructions. Crane looks at them like they're all idiots.

			CRANE
		"Get that damn cage
		Out of my sight."

The thugs nod and leave with the cage. Crane starts to walk back 
toward the train, but suddenly feels light-headed as he sits down in 
a nearby chair. His head starts to pound as he begins to have another 
flashback…

FLASHBACK:

63 INT. GCU BOARD ROOM – DAY 63

Jonathon Crane is shown sitting down in a boardroom with the moneyman 
of the university, DEREK POWERS, and three professors all staring him 
down.

			POWERS
		"Professor Crane, your methods 
		Seem very questionable and 
		Extremely Disturbing."

			CRANE
		"But they work. It's my way
		Of showing the kids…"

			POWERS
		"Look John, I'm going to 
		Have to cut to the chase
		Here."

The Head of the GCU Psychology Department PROFESSOR MILES LAMBERT 
stands up from his chair.
				
				
			MILES
		"I'll handle it from here Derek.
			(To Crane)
		"Basically John there have been
		many complaints about your
		teaching methods and we must
		say we do not disagree."

			CRANE
		"What are you trying to tell
		Me?"
			MILES
		"Mr. Crane, I have to be the
		one to tell you, that you're
		fired."

Crane's face starts to look down.

			CRANE
		"This can't be right?"

			MILES 
		"Perhaps it's not, but the
		Fact remains that we can't
		Have a reputation for teaching
		The principles of fear to students.
		It's just not what this University
		Is after. We have enough fear out in
		Gotham City as is without our teachers
		Trying to put it through the heads of
		Their students. I'm sorry Jonathon. I
		Hate this just as much as the rest of
		Us. You were a really good friend of
		Mine."

Crane gets out of his seat and walks out of the room.

END FLASHBACK:

We have a white screen fade on the scene of Crane leaving the room.

NEW FLASHBACK:

64 INT. GOTHAM UNIVERSITY -MILES OFFICE –NIGHT 64

Miles Lambert works through the clock grading papers at his desk.

The sound of approaching footsteps takes Miles away from the grading.

                      MILES
             "Hello? Who's there?"

Miles gets up from his desk rushing to the hall.

                      	MILES 
			(Cont.)
		"These premises are off limits 
		After…"

CUT TO:

65 INT. HALLWAY- NIGHT 65

Miles emerges into the hallway seeing that it's completely empty.

Miles looks around and goes back in his office. Thinking twice he 
closes the door.





CUT TO:

66 INT. OFFICE- NIGHT 66

Miles settles back into his seat, and resumes grading.

A furious pounding at the door comes to the door suddenly. Miles 
jumps in his seat. He nervously adjusts his glasses.

                     	MILES
			(Cont.)
            "Hello? Who's there?"

Miles slowly gets up from his seat and walks to the door. He opens it 
quickly, and looks into the hall. There's nothing there.

He runs back into his office and grabs the phone finding to his 
horror that it's dead.

He runs out into the hall.

CUT TO:

67 INT. HALLWAY- NIGHT 67

Miles walks down the dimly lit hall, checking each open door for a 
phone. He sees a reflection of someone in a window. He turns toward 
the figure finding no one.
He rounds a corner, a red gas permeating from a locker. He coughs a 
bit, and then keeps running.

As he runs he looks down at his skin, leeches cover every inch of his 
body.

                  	MILES
			(Cont.)
           "My God, get off, get them off!"

Miles sprints through the hall screaming. He rushes through the 
history department and slams into a glass case, a Scythe hits the 
floor, echoing through the halls.

The leeches are moving up his face. He screams out loudly as he runs 
through the doors, into…

CUT TO:

68 INT. AQUATIC CENTER- NIGHT 68

Miles sprints towards the Olympic sized pool and dives in.

He resurfaces moments later with a sense of relief. The leeches are 
gone.

He wades to the edge of the pool. Two feet are waiting.

He slowly looks up to the shadowy face.

                    	MILES
			(Cont.)
          "Crane, what are you…"
Dr. Crane slams the scythe down into his back.
Crane turns to leave, thinks better of it, and then turns back.

He picks up the scythe and slams it down again and again. Dr. Crane 
is enjoying this.
			
CUT TO:

69 EXT. WAYNE MANOR- NIGHT 69

A can is shown pulling up to the front entrance of Wayne Manor. Bruce 
Wayne gets out of the can and walks into the house.

CUT TO:

70 INT. MAIN LOBBY- NIGHT 70

Bruce walks into the front door of the Mansion. He is met immediately 
by Alfred who takes his coat.

			BRUCE
		"Thank you Alfred.
		Anything happen while
		I was gone?"

			ALFRED
		"Not that I'm aware of.
		Dick and Barbara were 
		Confused why you stayed
		At the Asylum though. I
		Didn't know what to really
		Tell them. You're just lucky
		That Master Dick hasn't saw
		The newspaper."

			BRUCE
		"I know. When I find the
		Idiot that's responsible
		For that, I may give them
		Something else to write
		About while in the hospital.
		Otherwise, I'm glad that you
		Didn't tell them. I don't think
		That Dick would be able to take
		It."

DICK 
(O.S.)
		"Wouldn't be able to
		Take what?"

BRUCE 
(Smiling)
		"Your surprise."

			DICK
		"Surprise? From what?"

Bruce takes his right hand out of his pocket to reveal two tickets.

	DICK 
"Oh God!"

Dick walks over and Bruce hands him the tickets.

			DICK
			(Cont.)
		"This is for the Wrestling 
		Event tonight! The big thing
		That you're sponsoring!"

			BRUCE
		"Yeah, I thought you'd like
		That. We haven't been to the
		Garden in quite some time, and
		I felt that you deserved it. You've
		Been wanting to go to one of those
		Events for a long time now."

			DICK
		"But there's only two tickets…
		What about Alfred and Barbara?"

			ALFRED
		"I'm too old for such things as
		Wrestling, and Barbara already
		Said that she wanted to spend 
		The night here with me."
			
			DICK
		"So it's just the two of us then?"

			BRUCE
		"Yeah. A little time for the boys to
		Have some fun."

			DICK
		"Sounds great."

			BRUCE
		"Well, we'll have to get on
		Out there if we don't want to
		Miss anything."

			DICK
			(Smiling)
		"Well, let's go!"

Dick grabs his coat and starts out the door. Bruce walks over to 
Alfred and takes his coat back.

			ALFRED
		"Perhaps this would be
		As good a time as any
		To tell him what is 
		Really going on sir."

			BRUCE
		"Maybe, but I'll have
		To pick the appropriate
		Time to do so."
			ALFRED
		"I expected as much sir."

			BRUCE
		"Well, I'm going on then."

			ALFRED
		"Have a good time Master
		Bruce."

			BRUCE
		"Thanks, oh and if Julie calls,
		Just tell her that I'm fine now,
		And not to worry."

			ALFRED
		"I'll make sure to tell her."

			BRUCE
		"Thanks Alfred."

Bruce walks out the door and Alfred turns to leave but sees Barbara 
standing behind him.

Alfred is a bit spooked, but otherwise, it seems as if he expected 
her to be standing there.
			

			ALFRED
		"You really shouldn't do that
		You know dear. I'm quite a bit
		Too old to be getting scared
		Like that."

			BARBARA
		"Sorry Uncle Alfred. I just
		Wanted to hear what was said.
		What are you and Bruce keeping
		From us?"

			ALFRED
			(Sighing)
		"Come on my dear. I'll make
		Us some dinner."

Barbara and Alfred walk out of the room.

CUT TO:

71 INT. ABANDONED SUBWAY- NIGHT 71

Crane suddenly awakens. He's no longer sitting in the chair. He's now 
lying on the floor. He sits up and puts his left hand on his 
forehead. Obviously he has a splitting headache.

Suddenly he hears the sound of humming and singing coming from deep 
within the tunnels of the subway. Crane tries to shake the sounds 
away believing that he's just hearing things. However, the sounds 
won't leave. Crane stands up suspiciously. He picks up his mask and 
puts it on becoming The Scarecrow again and starts walking slowly 
toward the sounds.
He emerges from the dark tunnels into one of the lobbies to see, to 
his surprise, a woman wearing what looks like a red, white, and black 
clown costume jumping rope around the place as she continues to hum 
and sing to herself.

The Scarecrow looks on at her in amusement as well as anger for the 
fact that she'd managed to find her way into his lair.

Harley Quinn suddenly stops jumping rope and looks over toward where 
The Scarecrow is standing. She waves and puts a big smile on her 
face.

			HARLEY
		"Hi ya, Mr. S!"

The Scarecrow moves farther back into the darkness, but he knows that 
he's been caught.

			HARLEY
			(Cont.)
		"Why don't ya come out
		To Play?"

The Scarecrow steps out of the shadows finally and walks forward 
toward her. He gets severely close to her face and just stares at 
her. She just continues to smile at him. Suddenly The Scarecrow's 
eyes glow red as he looks into her eyes.
			
			SCARECROW
		"Have you ever had
		The living hell scared
		Out of you girly?"

Harley just turns her head sideways and giggles. She then moves her 
right hand up to The Scarecrows face and pinches the nose on his 
mask.

			HARLEY
		"You're so funny. But
		You should know Mr. S
		That I'm not easily taken
		By your spells. I've found
		Ways to avoid the effects
		And made them all a part of
		The make-up on my face. Poor
		Silly little Scarecrow. I thought
		You had a brain unlike a certain
		Other one that I've heard of."

The Scarecrow snarls and turns away from Harley. He starts walking 
away from her.

			HARLEY
		"Where ya goin' hun?"

The Scarecrow turns back around and stares at her deeply. As he is 
doing that, however, he is busy pulling something out of his back 
pockets. It's one of his fear grenades! He throws it at Harley and 
she just stands there frowning as it hits right beside her and 
engulfs her in fear gas.

The Scarecrow laughs evilly as he watches the gas surround her.

			SCARECROW
		"That'll teach ya."

However, as the gas cloud clears, to The Scarecrow's horror she is 
still standing there smiling at him.

			HARLEY
		"Did I pass professor?"

			SCARECROW
		"Who are you?"

			HARLEY
		"Why, I'm Harley Quinn,
		And I'm the next best
		Bad girl since The
		Catwoman."

			SCARECROW
		"Harley Quinn huh?
		Kind of like the
		Harlequin. Trying
		To follow in the 
		Footsteps of The
		Joker are we?"

			HARLEY
		"You could say that.
		However, you should
		Know that I'm actually
		His daughter."

The Scarecrow's interest becomes a bit bleak at this point. 
Apparently he doesn't seem to believe her.

			SCARECROW
		"You, the daughter of
		The ruthless gangster
		Jack Napier? How and
		Why should I believe
		Anything you say? Jack
		Napier never had any
		Children."

			HARLEY
		"Did you know my father?"

			SCARECROW
			(Laughing)
		"No I didn't. In fact
		I'm glad that he's
		Dead. He was no more
		Then a low down scumbag
		That no one gave a shit
		About. Hell, his own boss
		Betrayed him because he
		Was doing naughty things
		With the big man's girlfriend.
		I don't see why in hell you
		Expect me to believe what
		You're telling me. I think
		You're full of shit!"

Harley frowns and pulls some papers out of a small purse that she's 
carrying.

			HARLEY
		"Take a look Mr. S."

The Scarecrow takes the papers and looks at them thoroughly. He 
suddenly looks up from the papers and stares at her. He then takes 
off his mask and looks at her with amazement in his eyes.

			CRANE
		"But Alisha leaped to
		Her doom. It can't be
		Possible."

Harley takes off her mask to reveal her beautiful face.

			CRANE
		"Oh my God. You look
		Just like her."

			QUINZELLE
		"You say you didn't know
		My father, but it's apparent
		That you knew my mother."

			CRANE
		"Yes I did. She was my aunt.
		We're related."

			QUINZELLE
		"Well then, I say that we
		Avenge the deaths of our
		Loved ones together."

			CRANE
		"What are you talking about?"

			QUINZELLE
		"Batman was the one that
		Caused your aunt to commit
		Suicide. We should avenge
		Her death together."

Crane turns around.

			CRANE
		"Batman didn't cause her
		To do that. It was your
		Retched father, and you
		Know that."

Crane turns back around to face her again.

			CRANE
			(Cont.)
		"Do you seriously
		Believe that I'm
		Going to fall for
		This?"

			QUINZELLE
		"No, I don't expect
		You to, but we're
		Blood. We have the
		Same evilness flowing
		Through us. I found
		You didn't I?"

			CRANE
		"Wait… You're the
		One that killed Dr.
		Burton last night
		Aren't you?"

			QUINZELLE
		"Ah huh."

			CRANE
		"What would you suggest
		We do?"

			QUINZELLE
			(Smiling)
		"Raise some hell."
Crane looks thoughtfully and then smiles.

CUT TO:

72 INT. GOTHAM SQUARE GARDEN- NIGHT 72

The arena of the Gotham Square Garden is jam-packed. Wrestling fans 
sit everywhere awaiting the events to begin.

Bruce and Dick find their front row seats and sit down.

Standing in the ring is a referee, MICHAEL BUFFER, and GOSSIP GERTY 
who has the microphone.

			GERTY
		"Good evening all
		You Gotham guys
		And gals. Boy are 
		You all going to get
		An amazing experience
		Tonight with the WWE! We 
		Have several fabulous matches
		Here at The Gotham City Square
		Garden just for all of
		You well deserving fans
		To see. You will definitely
		Get your money's worth tonight."

Gossip Gerty looks out into the crowd and sees Bruce and Dick.

			GERTY
			(Cont.)
		"Oh, my! There is the
		Richest man in all of
		Gotham himself. Ladies
		And gentlemen, there in
		The front role along with
		His good friend Dick Grayson
		Is none other then the man
		That set up this charity for
		Arkham Asylum, Bruce Wayne."

Bruce and Dick all wave embaraced and then look down.

			DICK
		"What is with that woman?
		Everywhere we go, she feels
		That she has to announce that
		You're there as well."

			BRUCE	
		"I know Dick, but you'll
		Just have to get used to
		Her. She's an extremely
		Energetic woman."

			DICK
		"A little too energetic
		I think."

Gossip Gerty stops clapping and returns to talking on the microphone.
			
			GERTY
		"And now, it gives me
		Great honour to introduce
		Your ring announcer for the
		Evening, Mr. Michael Buffer."

Michael Buffer walks over to Gossip Gerty and she hands him the 
microphone and gets out of the ring. She walks over to a chair at 
ringside and sits down.

			BUFFER
		"Ladies and gentlemen,
		It is time for our
		Opening match of the
		Evening."

The audience cheers with delight as they wait for Michael Buffer to 
continue.

			BUFFER
			(Cont.)
		"Let's get ready to
		Rumble!"

The crowd continues to cheer even louder. Dick is off his chair and 
cheering even louder then anyone else in the arena.

Suddenly some music starts up. For anyone in the theatre that has 
watched the WWE, they're going to know who's getting ready to come 
out to the arena.


CUT TO:

73 INT. ENTRANCE RAMP- NIGHT 73

The Crippler, CHRIS BENOIT suddenly enters runway ramp and starts 
walking down with his same determined walk and look as he always has 
when he's getting ready for a match.

			BUFFER
			(Cont.
			O.S.)
		"Making his way down
		To the ring, from Calgary 
		Alberta, Canada, weighing 
		In at 234 pounds. He is The
		Crippler, Chris Beniot!"

CUT TO:

74 INT. RING- NIGHT 74

Chris Beniot enters the ring and moves over to his respected corner. 
His music stops as new music begins. However, this isn't the music 
that the audience is expecting to hear as the music "No Chance in 
Hell" begins to play.

Chris walks away from his corner and goes over to the ring ropes 
closest to the entrance ramp. Michael Buffer and the referee join 
him.

CUT TO:

75 INT. ENTRANCE RAMP- NIGHT 75

VINCE MCMAHON, the owner of the WWE walks out on the titan-tron and 
stands before everyone in the arena.

			VINCE
		"I regret to inform
		All of you wonderful
		People of Gotham City
		That this beginning
		Match no longer has
		Chris Beniot fighting
		The Undertaker. I'm 
		Quite sorry for that,
		But I can tell all of
		You some news that might
		Excite you. I'm sure you
		All know who Marsha Queen
		Of Diamonds is, correct?"

The audience cheers with delight at the name that Mr. McMahon has 
just said.

			VINCE
			(Cont.)
		"Well, she's been lovely
		Enough to give us a great
		Substitute for tonight's
		Match. This is a fellow
		That she claims to know
		Very well."

Some new music starts up.

			VINCE
			(Cont.)
		So without further ado, 
		I give you, from parts 
		Of Florida unknown, at
		The amazing weight of 335
		Pounds, being accompanied
		By Marsha The Queen of Diamonds
		Herself. I give you Killer Croc
		Morgan!"

Killer Croc, now wearing only blue jeans, and Marsha come out onto 
the entrance ramp. Marsha kisses Mr. McMahon on the cheek and it 
looks as if he's about to have a heart attack so he leaves. Croc and 
Marsha begin their walk down toward the ring.

Everyone in the audience is in complete awe at the looks of Killer 
Croc Morgan as he enters the ring.

CUT TO:

76 INT. RINGSIDE- NIGHT 76

			DICK
		"That's one amazing
		Costume. It looks so
		Real."

			BRUCE
		"It wouldn't surprise
		Me if it was, after all
		We've seen here in Gotham."

			DICK
		"Are you kidding Bruce? Marsha
		The Queen of Diamonds with a
		Real monster like that?"

			BRUCE
			(Smiling)
		"Perhaps you're right."

CUT TO:

77 INT. RING- NIGHT 77

Killer Croc Morgan stands tall in his corner of the ring with Marsha 
right beside him giving him words of advice. Croc seems to not even 
be listening to her as he stares down Chris Benoit in the other 
corner.

Michael Buffer takes one good long look at Croc and decides that it's 
a really good time to exit the ring. The referee looks as if he 
really wants to exit as well, but he knows that he has a job to do 
and needs to stay there until the bitter end to get it done.

Marsha kisses Croc on the cheek and exits the ring. The referee moves 
to the center of the ring and makes the signal for the bell to be 
rung. He then moves to an empty corner and stands there watching and 
waiting for something to happen.

Chris Benoit stands there staring forward at this monster that he's 
now going to be forced to fight in. Benoit moves forward toward Croc.

Croc just continues to stand there staring forward and sighing 
heavily. Beniot stops moving and backs away again. The fans scream 
loudly as Marsha raises her arms into the air trying to get their 
support.

Suddenly all of the fans begin to chant Croc's name. Beniot looks all 
around at the crowd. His face suddenly turns to anger as he charges 
toward Killer Croc. However, as soon as Beniot reaches Croc, Croc 
slings him all the way to the other side of the ring.

Croc goes to the center of the ring and roars in triumph for he seems 
to be already claiming a victory. The referee looks even more 
frightened then he already was, as his knees begin to shake.

Beniot jumps up and runs for Croc, hitting him in the back. However, 
it doesn't even phase him, as Croc turns around and lifts Beniot up 
with one hand and dangles him over his head.

The crowd looks on in amazement at what they're seeing. Bruce and 
Dick both seem to start looking a bit concerned, but are still 
enjoying the match.

Croc roars again as he begins to twirl Beniot in the air. He then 
drops Beniot down to the mat. The referee looks down at Beniot laying 
on the ground and then runs out of the ring and up the entry ramp.

Marsha laughs very happily as Croc taunts the crowd. He then turns 
back to Beniot and starts to pick him up, but Beniot amazingly kicks 
Croc right in the groin. Croc falls to his knees feeling the pain 
consuming him.

Beniot gets to his feet as the crowd boos him for what he just did. 
Beniot then spits in Croc's face and kicks him right in the ribs.

Croc falls to the ground in pain. Beniot then raises his arms into 
the air and then he gives his all emphasis symbol of taking his thumb 
and making a swipe across his throat signalling that it's time for 
the Crippler Cross Face.

Beniot then goes in for the kill as he puts Killer Croc in the Cross 
face, and Croc lies there in pain from the feeling of the submission 
move being used on him.

Marsha bangs on the mat trying to get Croc to get out of the hold. 
However, he seems to be making no indication of doing anything at 
all… even tapping out.

Marsha jumps onto the apron of the ring and gets ready to get into 
the ring, when she suddenly feels herself being pulled back down to 
the floor. She turns around and looks right into the face of Harley 
Quinn! She came running through the crowd and rushed into the 
ringside area.

There are several WWE security men that come out of the crowd and 
start to surround Harley, trying their best to get her out of there.

Bruce and Dick have already gotten off of their seats, just like most 
of the rest of the audience as they all look extremely confused at 
this sight before them.

Harley then smiles really large. The security men continue to edge 
toward her as Marsha moves away from what's going on.

			HARLEY
		"You guys need to smile
		A little more often."

Harley pulls out a gun of sorts.

Dick is about to jump over the railing, but Bruce stops him.

			BRUCE
		"We're not wearing
		Our costumes."

Harley then shoots the gun and a little bang sign comes out of the 
gun.

Bruce looks at the girl with very large eyes.

FLASHBACK:

78 INT. GOTHAM CATHEDRAL- NIGHT 78

The Joker is dancing in Gotham Cathedral with Vicki Vale.

			JOKER
		"Without you, I'd just
		Not want to go on…"

The Joker pulls the trigger on the gun and a little bang sign comes 
out of it. Vicki screams.

END FLASHBACK:

79 INT. RINGSIDE- NIGHT 79

Harley looks at the security men. They are all now extremely angry.

			HARLEY
			(Frowning)
		"Well, I tried."

Harley then spin kicks one of the security men, sending him flying 
into the crowd. She then starts punching her way through all of them. 
Realizing that this is getting her nowhere, she then pulls out a 
little spray can and fires it at all of the remaining security men.

They all cough and gag from the vicious spray coming out of the can 
at them. They all finally fall to the ground.




CUT TO:

80 INT. RING- NIGHT 80

Chris Beniot no longer has the Crippler Cross Face on Killer Croc. 
He's got his attention on what's going on at ringside. This is not a 
good thing, because Killer Croc has now gotten on his feet.

Killer Croc walks over to Beniot and grabs him by the hair. He then 
puts him in a very strong chock hold and lifts him up into the air. 

Marsha gets into the ring, trying her best to get away from what 
Harley is doing at ringside, because she's now harassing the 
timekeeper, Michael Buffer, and the announce teams. Marsha, however, 
looks on in delight as she sees that Croc has Beniot suspended in 
mid-air.

Croc then slams Beniot to the mat in a very loud and painful looking 
way.

Suddenly another referee comes running out to the ring and jumps in 
as Croc goes down for the pin on Beniot. The referee counts 1… 2… 3… 
and then calls for the bell to be rung.

CUT TO:

81 INT. RINGSIDE- NIGHT 81

Instead of the timekeeper ringing the bell, Harley Quinn rings it 
giggling the whole time as she sits on the timekeepers lap… The 
timekeeper has a humongous grin on his face… The same can be said for 
all of the security men lying on the floor.

Bruce stares on in horror at the looks on the men's faces. He looks 
as if he's seen a ghost.

Suddenly gunshots ring out from all around the arena as everyone in 
the audience starts screaming.

Bruce and Dick both look up to one of the entrances farther up in the 
audience. To his horror, he sees…

CUT TO:

82 INT. BLEACHERS ENTRANCE- NIGHT 82

The Scarecrow is firing a machine gun all over the place. There are 
several of The Scarecrow's thugs all firing machine guns as well from 
other different entrances to the arena.

CUT TO:

83 INT. GOTHAM SQUARE GARDEN- NIGHT 83

The crowd goes into complete panic and starts running into the 
ringside area and even up onto the Titan-tron trying their best to 
get away from everything that's happening.




CUT TO:

84 INT. RINGSIDE- NIGHT 84

Bruce and Dick make their way through the crowd trying to get out of 
the building as quickly as they can.

			DICK
		"I hope by some chance
		That Barbara is watching."

			BRUCE
		"I doubt she is, but
		It really would be nice
		If she was."

CUT TO:

85 INT. RING- NIGHT 85

Killer Croc, Marsha, and the referee are still standing in the ring. 
Chris Beniot is still out cold lying in the center of the ring.

			MARSHA
		"What does he think
		He's doing? Is he trying
		To ruin this victory for
		Us?"

			CROC
		"I don't know."

			
			MARSHA
		"I can't believe him.
		And who is that crazy
		Clown woman down there?"

			CROC
		"Maybe it's your hubby's
		Girlfriend."

Marsha gives Croc and evil glare.

			MARSHA
		"That's not funny."

			CROC
		"Should we help them
		Out?"

			MARSHA
			(Alarmed)
		"No! We don't need
		To get involved in 
		This. Besides, we've
		Got somewhere else that
		We need to be now. Let's
		Go."

Killer Croc and Marsha exit the ring while the referee checks on 
Chris Beniot who is starting to stir now.
Harley suddenly jumps into the ring and walks over to the referee. 
She pulls him up by his shirt and looks at him. She smiles. The 
referee looks at her with fear in his eyes as he shakes nervously in 
her hands. The Scarecrow then gets into the ring behind the referee.

			HARLEY
		"Hey! I'm not the
		One you need to fear."

Harley turns the referee around and allows him to look into the face 
of The Scarecrow as his eyes begin to glow an evil red. The referee 
screams as he continues to stare into the glowing eyes. Harley laughs 
at this sight and drops the referee to the mat, and watches as he 
begins to squirm around, trying to find his way out of the ring.

Harley turns around only to be slapped right in the face. She looks 
back at her attacker and sees that it's Gossip Gerty!

			HARLEY
			(Cont.)
		"How about a smile
		Gerty baby!" 

Harley pulls out her spray and gets ready to spray the gas when 
suddenly there is a very loud sound of flapping as Harley looks up to 
see Batman and Robin flying into the ring from their Batarangs.
Gerty stands back as the caped crusaders come flying into the ring. 
Batman dropkicks The Scarecrow in the process of landing. The 
Scarecrow falls to the mat and groans.

Harley looks a bit concerned as Robin comes flying in toward her. She 
then grabs a hold of Gossip Gerty and holds onto her tightly with the 
spray can still in her hands.

Robin stops where he is and just waits.

			HARLEY
			(Cont.)
		"That's right pollie.
		You know what'll happen."

Robin backs away as a Thug that has snuck up behind him suddenly hits 
Robin with the butt of his gun. Robin falls to the mat and lies there 
as the Thug starts kicking him.

Harley then throws Gossip Gerty to the mat herself as she goes 
unconscious. Harley laughs.

The Scarecrow gets up from the mat and stares at Batman.

			BATMAN
		"Dr. Crane…"

			SCARECROW
		"Oh, so you figured
		Me out huh? Well, that's
		Quite amazing of you Batman.
		However, I thought you had
		Been taken care of."
			BATMAN
		"It'll take a lot more then
		Your scare spray to take me
		Down Professor."

			SCARECROW
		"So be it!"

The Scarecrow then charges at Batman spearing him to the mat. Both 
men are now rolling around in the ring.

Robin finally gets himself turned around as he then kicks the Thug 
that has been attacking him in the stomach sending him out of the 
ring. Robin gets to his feet only to be spin kicked by Harley. He 
goes flying out of the ring himself.

			HARLEY
			(Counting with
			Her fingers)
		"One… Two… Three… Four…"

Just then she begins to sense something. She turns around seeing 
Batman and The Scarecrow still fighting on the other side of the 
ring, as The Scarecrow picks Batman up and begins to pound his head 
into the turnbuckle.

Harley then turns a little more to see that Chris Beniot is now on 
his feet and looking at her rather oddly, as if he has no clue what 
is going on. Harley smiles and slowly, sensually, even sexually walks 
over to Beniot placing her hand on his face. Beniot doesn't seem to 
react to this very much.
			
			HARLEY
			(Cont.)
		"I've always wanted
		A strong and very hot
		Looking wrestler to try
		New things with… Perhaps
		You're just the right one."

Harley then kisses Beniot right on the lips for several long seconds. 
She then removes her lips from his and looks into his eyes.

			HARLEY
			(Cont.)
		"There's just one problem
		Though."

			BENIOT
		"And that would be?"

Harley then pulls up her spray can and sprays it in his face.

			HARLEY
		"You never smile."

Beniot then falls to the mat.
			
HARLEY 
(Cont.)
		"That's much better
		Hunny. Keep that up
		And you might stand
		A chance with me."

Harley then turns around only to be standing eye to eye with Robin. 
He grabs her left wrist and holds onto it tightly.

			ROBIN
		"You're going to
		Jail beautiful."

			HARLEY
		"Not if I can help
		It."

Harley pulls out up her spray can again suddenly, before Robin can 
even react to it, it starts to spray, but Harley's loose hand is then 
pulled down by Gossip Gerty who is now back on her feet and looks to 
be very angry.

Suddenly the "No Chance In Hell" music begins playing as Vince 
McMahon comes running out to the ring.

Harley then kicks Gerty in the stomach and gives a right hook to 
Robin sending both of them right to the ground.

			HARLEY
			(Cont.)
		"That means it's time
		To leave."

Harley then pulls out another gun. She shoots it into the air as a 
large hook of sorts comes out of it and travels up to the rafters and 
hooks itself tightly. Harley then giggles as Mr. McMahon comes into 
the ring. Harley blows him a kiss and starts ascending into the air.

Robin gets to his feet and Mr. McMahon turns to him.

			MCMAHON
		"Do something!"

			ROBIN
		"Already on it."

Robin pulls out his Batarang and gets ready to fire it, however he 
looks over at where Batman and The Scarecrow are first and sees 
Batman clothesline The Scarecrow over the ropes, but in the process 
both of them go over as well.

Robin then fires the Batarang and starts up after Harley.

CUT TO:

86 INT. RAFTERS- NIGHT 86

Harley races up to the rafters, and noticeably to her escape as Robin 
follows after her. Harley looks down to see Robin coming for her.

			HARLEY
		"Do you have a crush
		On me little boy?"
Harley laughs and continues up, as Robin gets closer. He amazingly 
then grabs a hold of her leg and holds on as he starts climbing up 
farther. This new weight has stopped Harley's device from continuing 
to make her go up.

			ROBIN
		"As I said before,
		You're going to jail."

			HARLEY
		"But I'm too young and
		Beautiful for jail."

			ROBIN
		"Well, you're just have
		To get used to it."

Harley then pulls something from out of her bag around her back. It's 
a razorblade!

			HARLEY	
		"Not tonight!"

Harley then slashes Robin's line as it snaps and he starts falling 
down back toward the ring. Harley giggles and starts going up again.
Robin screams as he continues to fall to his death.

CUT TO:

87 INT. RINGSIDE- NIGHT 87

Michael Buffer runs by as Batman and The Scarecrow continue to battle 
through the ringside area. Batman rams The Scarecrow's head into the 
steel steps. He looks up suddenly hearing Robin as he sees to his 
horror that the boy wonder is falling to his doom.

FLASHBACK:

88 INT. CIRCUS RING- NIGHT 88

The Flying Grayson's are falling to their doom in the circus tent 
from Batman Forever.

END FLASHBACK:

89 INT. RINGSIDE- NIGHT 89

Batman pulls out his Batarang and gets ready to fire, however, he is 
stopped by The Scarecrow slinging a chair into the back of Batman's 
head.

The Scarecrow looks up and laughs evilly.

			SCARECROW
		"Die birdie, die!"






CUT TO:

90 INT. ARENA- NIGHT 90

Suddenly, as Robin continues to fall, a dark whip raps itself around 
him and he stops falling and is suspended in mid-air. Robin looks up 
to see who it was that saved him.

CUT TO:

91 INT. RAFTERS- NIGHT 91

Harley Quinn is also looking for where Robin's savour is, but the 
lighting up in the rafters is too dark for even the audience to see 
whom it is. Harley starts to move toward where the whip is, but 
almost falls in the process. She frowns and then sticks her tongue 
out into the darkness hoping that whoever it is over there sees it, 
but there is no reaction so Harley just continues her escape.

CUT TO:

92 INT. RINGSIDE- NIGHT 92

Batman fires a huge punch at The Scarecrow's face and he falls over 
the railing and into the crowd. Batman looks up to see Robin 
suspended in mid-air. Batman fires his Batarang and goes up to Robin 
helping him out of the whip as it goes back up into the darkness. 
Batman and Robin both go back down toward the ring and land inside 
it.

Batman turns to where The Scarecrow last was and notices that he and 
all of his Thugs are now running out of the building threw one of the 
many exits.

Batman and Robin re enter the ring.

CUT TO:

93 INT. RING- NIGHT 93

Vince McMahon walks over toward them extremely angry. The caped 
Crusaders don't seem to notice as they are both once again looking up 
into the rafters.

			MCMAHON
		"Are you just going to
		Let them get away?"

			BATMAN
		"Don't worry Mr.
		McMahon. We will
		Do our best to stop
		Them."

Suddenly several police officers come running into the arena. Most of 
them do their best to get the rest of the crowd out of the arena. 
Commissioner Gordon, Detective Montoya, and Batgirl all come out on 
the Titan-Tron.

The three of them walk down to the ring and get in. Gordon shakes Mr. 
McMahon's hand.
			GORDON
		"I'm really sorry about
		All of this Mr. McMahon.
		I'm Commissioner James
		Gordon of the Gotham City
		Police. I'd hate to say it,
		But you have just been witness
		To what our fair city goes through
		Everyday."

			MCMAHON
		"Apparently."

Batgirl walks over to the other two caped crusaders.

			BATGIRL
		"Sorry I didn't get
		Here in time. Traffic
		Was murder out there."

			ROBIN
		"Sure Batgirl. By the
		Way, thanks for saving
		Me up there, but why did
		You let that clown girl
		Get away?"

			BATGIRL
			(Confused)
		"What are you talking
		About? I just have gotten
		Here."

			ROBIN
		"But you were the one that
		Let me down the line and
		Saved me right?"

			BATGIRL
		"No. I just got
		Here Robin. What else
		Do I have to say to
		Get you to realize that?"

			ROBIN
		"But…"

			BATMAN
		"She may be right Robin.
		We don't know for sure
		That she was really here."

			ROBIN
		"But if it wasn't her
		That saved me,
		Then who was it?"

			BATMAN
		"That's what I'm wondering
		Myself."

Batman and Robin both look back up to the rafters again. Batgirl is 
still confused, but looks up herself as well.

Renee Montoya comes over to them and looks at them all oddly.

			MONTOYA
		"Umm… I'm sure that
		Whatever is up there
		Is quite fascinating,
		But I have a job to do,
		And both of you really
		Need to tell me what
		Happened here."

The Terrific Trio looks back down at her.

			BATMAN
		"Of course, Detective
		Montoya. Let's go."

Commissioner Gordon walks over to the four of them before they can 
get out of the ring.

			GORDON
		"Batman, could you come 
		Look at something?"

			BATMAN
		"Sure Commissioner."

Batman leaves the others and walks with Gordon over to where Mr. 
McMahon and several cops are standing. One cop walks by them with 
Gossip Gerty hoisted around his shoulder.
Batman and Gordon make their way through the sea of cops and look 
down at Chris Beniot lying on the ground with a huge grin on his 
face.

			GORDON
		"Looks like The Joker's
		Old gang is working with
		The Scarecrow."

			BATMAN
		"No Commissioner. I'm afraid
		It's something far worse then
		That."

The Commissioner looks at Batman confused as the caped crusader walks 
away from him. Gordon shakes his head and then pats Mr. McMahon's 
shoulder sadly and walks away.

The camera focuses on Chris Beniot's face again as the scene fades.

CUT TO:

94 EXT. GOTHAM MEMORIAL HOSPITAL- NIGHT- SNOWY 94

The large Hospital building is shown in the darkness of night. It is 
once again snow now and a couple of people both wearing winter coats 
walk run toward the building. One of them carries her own umbrella. 
The other one seems to not really care about the rain. This man seems 
to be very quite huge and muscular.

CUT TO:

95 INT. GOTHAM MEMORIAL HOSPITAL- DARK 95

There is very little lighting in the entrance to the hospital as the 
two figures walk into the lobby. The woman folds the umbrella to 
reveal that it's Marsha. Even though he doesn't take off his fedora, 
it's obvious now that the other person is Killer Croc.

Marsha smiles as she points her umbrella toward Killer Croc. He looks 
down at the umbrella, and then back up at her.

			MARSHA
		"Well? Are you just going to stare
		at the thing, or are you going to
		take it from me so I won't have to
		walk around with it? I'm not a female
		penguin."

Killer Croc sighs and takes the umbrella. Marsha smiles and starts 
walking toward the security desk. She smiles at the guard that is 
sitting there staring at her beauty.

			GUARD 
		"Hello ma'am."
			
			MARSHA 
		"Hello sexy boy. Is there anyway that
		You'd ever let a lovely lady like myself
		See a patient? He's an old friend from
		College."

			GUARD
		"I can't do that ma'am. It's not visiting
		hours. Now if you'd…"

			MARSHA 
			(Frowning)
		"Oh come on."

Marsha leans over the desk toward the guard's face, as he no longer 
is making eye contact with her. His eyes have moved a little farther 
down now seeing the cleavage.

			MARSHA 
			(Cont.)
		"Can't you make one little old exception?
		Just this once? I won't tell a soul."

			GUARD
			(Smiling)
		"Well, I'm sure it won't be that long of a
		visit right?"

			MARSHA 
			(Smiling)
		"Oh, you won't even know that we're here."

			GUARD 
		"Of course."

			MARSHA 
		"Good."

Marsha then removes something from her purse and sprays it in the 
guard's face. He begins to see things before his eyes and becomes 
automatically frightened. It's obvious that he's just been sprayed 
with some of The Scarecrow's fear spray.

			MARSHA 
		"Men are such pigs."

Killer Croc looks at Marsha with repulsion.

			MARSHA 
		"Oh come now Waylon. I wasn't including
		You."

Killer Croc nods at the two continue on their way down the long 
hallway.

CUT TO:

96 INT. SECOND HALLWAY- DARK 96

Marsha and Killer Croc continue to walk down the darkened hallways.

			MARSHA 
		"Haven't these people ever heard of electricity?"

			CROC
		"It's a bit late for them to care about having
		the lights on."

			MARSHA 
		"Has anyone ever told you that you're very
		Bad at giving opinions to your employer?"

			CROC
		"All the damn time."

			MARSHA 
			(Laughing evilly)
		"Well, I don't believe they told you enough."

CUT TO:

97 INT. THIRD HALLWAY- DARK 97

Marsha and Croc then turn down a different hallway, but Marsha then 
quickly pushes Croc backwards into the hallway that that they were in 
before. 

CUT TO:

98 INT. SECOND HALLWAY- DARK 98

Marsha then peaks around the wall to stare to the other hallway.

CUT TO:

99 INT. THIRD HALLWAY- DARK 99

A single guard stands outside one of the patient's rooms armed.

CUT TO:

100 INT. SECOND HALLWAY- DARK 100

Marsha pulls back around and looks at Killer Croc sadly.

			MARSHA 
		"We seem to have an unexpected problem."

			CROC 
		"What, you didn't think that there would
		Be a guard at a former serial killer's door?"

			MARSHA 
		"Oh, shut up. I'm prepared for this. I still
		Have more of my husband's fear chemicals."

			CROC 
		"Let a man show you how this guy is taken
		Care of… Besides, his armed. You don't need
		To get hurt your Heiress."

			MARSHA
			(Shocked)
		"Heiress!

Killer Croc turns into the next hallway.

CUT TO:

101 INT. THIRD HALLWAY- DARK 101

The guard stands at attention at the outside of Two-Face's door. He 
seems a bit tired and ready to fall asleep standing. However, his 
attention returns to him as he turns to see a large shape wearing a 
raincoat and a fedora come running straight at him.

He screams and turns his gun to open fire, but he's too late as 
Killer Croc rams into him and smashes the little guard between his 
body and the wall. The guard crumples and falls to the ground having 
the breath taken right out of him.

Marsha walks forward and looks down at the body and then up at Killer 
Croc.

			MARSHA
		"Not bad, but I believe that the Queen
		would've been able to do much better. All
		must bow down before me."

Marsha laughs evilly as she walks over to the door and opens it. 
Suddenly the two stop as they hear someone enter the hallway. They 
both look in the direction of the sudden noise to see Julie Madison 
standing before them. She looks down at the guard and screams as she 
starts running towards her workstation.
			MARSHA
			(Sighing cont.)
		"Go take care of her."

Killer Croc bows before "The Queen" and starts off. Marsha can't help 
by smile.

			MARSHA 
			(Cont.)
		"Smartass."

Marsha enters the room.

CUT TO:

102 INT. WORKSTATION- DARK 102

Julie Madison enters her workstation and runs over to the telephone 
full of fear. She picks up the phone and dials three numbers into it. 
The phone rings on the other end. Julie stands there with sweet 
pouring down her face and tears forming in her eyes. She's obviously 
extremely terrified as she looks down at the phone and continues to 
wait for the call to pick up.

Finally the phone picks up from the other end and a female voice 
comes on the line.

			FEMALE VOICE
			(V.O.)
		"911 Emergency. How may I help 
		you?"

Just before Julie starts to say something into the receiver a large 
hand then smashes the phone. Julie screams and then backs away from 
the phone.

It's the man wearing the winter coat and fedora.

			JULIE 
		"Please just leave me alone and I'll
		Never tell anyone that you were here."

			CROC
		"It's a bit late for that!"

Killer Croc takes off the fedora and raincoat to reveal his horrific 
figure. Julie screams again as Killer Croc smiles evilly and races 
toward her.

CUT TO:

103 EXT. STREETS- NIGHT- STORMY 103

Camera pans through the streets of Gotham City to show a police car 
leading the Batmobile and two motorcycles toward Police Headquarters.






CUT TO:

104 INT. POLICE CAR- NIGHT- STORMY 104

Detective Montoya is driving the car as Commissioner Gordon sits 
beside her. The two seem a little restless and neither are talking. A 
lot of tension seems to be present. Gordon decides to break the ice.

			GORDON 
		"Pretty odd how this rainstorm started."

			MONTOYA 
			(Looking at him
			Like he's an idiot)
		"Sir, rainstorms are unpredictable."

			GORDON
		"I know. I'm just trying to make a
		little small talk."

			MONTOYA 
		"Now's not really the best time for
		That. A lot of people died tonight."

			GORDON
		"Yes, I know, and believe me, that won't
		be the last people that you see die in this
		fair city."

			MONTOYA
		"Fair? There's nothing fair about this damn
		city. No one cares about anything but greed
		here."

			GORDON 
		"Now that's not…"

Suddenly Gordon is cut off by the sound of the radio breaking in. 
It's a female voice.

			FEMALE VOICE