The Dark Knight (2008)
   
Directed by Christopher Nolan
   
Screenplay by Jonathan Nolan and Christopher Nolan 
   
Story by Christopher Nolan & David S. Goyer 
   
Batman created by Bob Kane
   
   
   
   
Christian Bale....................Bruce Wayne / Batman
Heath Ledger.................................The Joker
Aaron Eckhart...................Harvey Dent / Two-Face
Michael Caine........................Alfred Pennyworth
Maggie Gyllenhaal.........................Rachel Dawes
Gary Oldman...............................James Gordon
Morgan Freeman..............................Lucius Fox
Monique Curnen.......................Det. Anna Ramirez
Ron Dean..............................Detective Wuertz
Cillian urphy................................Scarecrow
Chin Han...........................................Lau
Nestor Carbonell..................Mayor Anthony Garcia
Eric Roberts..........................Salvatore Maroni
Ritchie Coster.............................The Chechen
                 
                                      


                

               BURNING.  Massive flames.  A dark shape emerges- The BAT 
               SYMBOL.  Growing.  Filling the screen with BLACKNESS.

                                                                    CUT TO:

               DAYLIGHT.  Moving over the towers of downtown Gotham... 
               Closing in on an office building... On a large window... 
               Which SHATTERS to reveal-

           1   INT. OFFICE, HIGH RISE -- DAY                                  1   

               A man in a CLOWN MASK holding a SMOKING SILENCED PISTOL ejects 
               a shell casing.  This is DOPEY.  He turns to a second man, 
               HAPPY, also in clown mask, who steps forward with a CABLE 
               LAUNCHER, aims at a lower roof across the street and FIRES a 
               cable across.  Dopey secures the line to an I-beam line- 
               CLAMP on- sends a KIT BAG out then steps OUT the window...

           2   EXT. HIGH-RISE -- DAY                                          2   

               ...into space.  The men SLIDE across the DIZZYING DROP...  
               landing on the lower roof across the street.

           3   EXT. DOWNTOWN GOTHAM -- DAY                                    3   

               A MAN on the corner, back to us, holding a CLOWN MASK.  An 
               SUV pulls up.  The man gets in, puts on his mask.  Inside 
               the car- two other men wearing CLOWN MASKS.

                                     GRUMPY
                         Three of a kind.  Let's do this.

               One of the Clowns looks up from loading his automatic weapon.

                                     CHUCKLES
                         That's it?  Three guys?

-----------------------------------------------------------------------------------------------------
                                                                         2.


                                     GRUMPY
                         There's two on the roof.  Every guy 
                         is an extra share.  Five shares is 
                         plenty.

                                     CHUCKLES
                         Six shares.  Don't forget the guy 
                         who planned the job.

                                     GRUMPY
                         Yeah?  He thinks he can sit it out 
                         and still take a slice, then I get 
                         why they call him the Joker.

               Grumpy cocks his weapon.  Bozo pulls the car over in front 
               of the GOTHAM FIRST NATIONAL BANK.

           4   EXT. ROOFTOP, BANK -- CONTINUOUS                               4   

               Dopey PRIES open an access panel-

                                     HAPPY
                         Why do they call him the Joker?

                                     DOPEY
                         I heard he wears make-up.

                                     HAPPY
                         Make-up?

               Dopey pulls out thick bundles of blue CAT 5 cables.

                                     DOPEY
                         Yeah.  To scare people.  War paint.

           5   EXT. BANK -- CONTINUOUS                                        5   

               Grumpy, Chuckles and Bozo get out of the car and march into 
               the bank CARRYING ASSAULT RIFLES--

           6   INT. BANK -- DAY                                               6   

               The Security Guard looks up- Grumpy FIRES into the ceiling.

               Customers SCREAM.  Chuckles CRACKS the Security Guard.

               As Grumpy and Bozo round up the hostages, one of the TELLERS 
               presses a button mounted beneath her window- a SILENT ALARM.

           7   EXT. ROOFTOP -- DAY                                            7   

               Dopey watches the alarm PING his handheld.

-----------------------------------------------------------------------------------------------------
                                                                         3.


                                     DOPEY
                         Here comes the silent alarm.
                              (touches a button)
                         And there it goes.  That's funny.  
                         It didn't dial out to 911- it was 
                         trying to reach a private number.

               Behind him, Happy RAISES his silenced HANDGUN.

                                     HAPPY
                         Is it a problem?

                                     DOPEY
                         No, no.  I'm done here.

               Happy SHOOTS.  Dopey SLUMPS.  Happy picks up his bag and 
               FORCES OPEN the roof access door...

           8   INT. STAIRWELL, BANK -- DAY                                    8   

               ...and speeds down the stairs, to the basement.  He SLAMS 
               open the door...

           9   INT. VAULT ROOM, BANK -- DAY                                   9   

               ...and comes face to face with a huge VAULT.

          10   INT. LOBBY, BANK -- DAY                                       10   

               Bozo and Grumpy move down the line of hostages- Bozo hands 
               each Hostage OBJECTS from a bag.  A GRENADE.  Grumpy follows,

               PULLING THE PINS.

                                     GRUMPY
                         Obviously, we don't want you doing 
                         anything with your hands other than 
                         holding on for dear life.

               BLAM.  Chuckles is BLOWN OFF HIS FEET- Grumpy and Bozo DIVE 
               for cover- the Bank Manager steps out of his office, SHOTGUN 
               in hand.  Hostages SCRAMBLE, CLINGING their grenades...

          11   INT. VAULT ROOM, BANK -- DAY                                  11   

               Happy CLAMPS a DRILL to the vault- the bit SPINS- SLIDES 
               into the metal door- a BOLT of ELECTRICITY RIPS THROUGH THE 
               DRILL,

               THROWING HAPPY TO THE FLOOR--

          12   INT. LOBBY, BANK -- DAY                                       12   

               Grumpy and Bozo cower as the Bank Manager FIRES again.

-----------------------------------------------------------------------------------------------------
                                                                         4.


                                     GRUMPY
                         He's got three left?

               Bozo raises TWO fingers.  Grumpy squeezes off a SHOT.  The 
               Bank Manager FIRES.  FIRES again.  Grumpy looks at Bozo, who 
               nods.  Grumpy JUMPS UP.

               The Bank Manager FIRES- Grumpy GRUNTS as buckshot CLIPS his 
               shoulder.  FALLS.  The Bank Manager moves in for the kill, 
               FUMBLING for new shells.  Bozo STANDS- SHOOTS him.

               Bozo picks up the shotgun.  Grumpy checks his wound- it's 
               superficial.  He struggles to his feet.

                                     GRUMPY (CONT'D)
                         Where'd you learn to count?!

               Bozo's mask stares him down.  Grumpy heads for the stairs in 
               the back.  Bozo starts loading fresh shells into the shotgun.

                                     BANK MANAGER
                         You have any idea who you're stealing 
                         from?  You and your friends are dead.

               Bozo looks down at him.  Says nothing.

          13   INT. VAULT ROOM, BANK -- DAY                                  13   

               Happy at the vault door, barefoot, turning the tumblers with 
               hands stuffed into his SNEAKERS.  Grumpy walks in.

                                     HAPPY
                         They wired this thing up with 5,000 
                         volts.  What kind of bank does that?

                                     GRUMPY
                         A mob bank.  Guess the Joker's as 
                         crazy as they say.

               Happy shrugs.  Grips the WHEEL BOLT and SPINS it.

                                     GRUMPY (CONT'D)
                         Where's the alarm guy?

                                     HAPPY
                         Boss told me when the guy was done I 
                         should take him out.  One less share.

                                     GRUMPY
                         Funny, he told me something similar...

               Happy FREEZES.  The wheel SPINS to a STOP- the vault DOOR 
               CLUNKS OPEN- Happy GRABS for his weapon- SPINS to see Grumpy 
               SHOOT.  Grumpy steps over Happy into the vault...

-----------------------------------------------------------------------------------------------------
                                                                         5.


          14   INT. VAULT, BANK -- DAY                                       14   

               ...which is filled with an eight-foot MOUNTAIN OF CASH.

          15   INT. LOBBY, BANK -- DAY                                       15   

               Grumpy walks into the lobby, straining under several DUFFELS 
               filled with cash.  He DUMPS them.  Looks at Bozo.  LAUGHS.

                                     GRUMPY
                         C'mon, there's a lot to carry...

          16   INT. LOBBY, BANK -- DAY                                       16   

               Bozo walks back into the lobby with two more DUFFELS.  Sets 
               them down on an ENORMOUS PILE.  Grumpy looks at it.

                                     GRUMPY
                         If this guy was so smart he would 
                         have had us bring a bigger car.

               Grumpy JABS his pistol in Bozo's back.  Takes his weapon.

                                     GRUMPY (CONT'D)
                         I'm betting the Joker told you to 
                         kill me soon as we loaded the cash.

                                     BOZO
                              (shakes head)
                         No.  I kill the bus driver.

                                     GRUMPY
                         Bus driver?  What bus-

               Bozo steps backwards.  SMASH.  Hostages SCREAM as the TAIL 
               END OF A YELLOW SCHOOL BUS ROCKETS through the front of the 
               bank, SLAMMING Grumpy into the teller's window.

               Bozo picks up Grumpy's weapon.  Another clown OPENS the rear 
               door of the bus.  Bozo SHOOTS him.  Then loads the bags onto 
               the bus.  The wounded Bank Manager watches him.  In the 
               distance: SIRENS.

                                     BANK MANAGER
                         Think you're smart, huh?  Well, the 
                         guy who hired you's just do the same 
                         to you...

               Bozo slowly shakes his head.

                                     BANK MANAGER (CONT'D)
                         Sure he will.  Criminals in this 
                         town used to believe in things...

               Bozo turns back to the Bank Manager.  Crouches over him.

-----------------------------------------------------------------------------------------------------
                                                                         6.


                                     BANK MANAGER (CONT'D)
                         Honor.  Respect.  What do you believe, 
                         huh?  What do you bel-

               Bozo slides a GRENADE into the man's mouth.  A PURPLE THREAD 
               is knotted around the pin.

                                     THE JOKER
                         I believe that what doesn't kill 
                         you...

               Bozo PULLS off his MASK.  The Bank Manager GASPS.  In the 
               reflections of the glass DEBRIS behind the Bank Manager we 
               see GLIMPSES of a SCARRED MOUTH and CLOWN MAKEUP.  THE JOKER.

                                     THE JOKER (CONT'D)
                         ...simply makes you stranger.

               The Bank Manager's eyes go wide.  The Joker rises, strolls 
               towards the bus, the purple thread attached to the grenade 
               pin UNRAVELING FROM THE PURPLE LINING of his jacket as he 
               walks.  The Joker climbs into the bus, SHUTS the rear door,

               TRAPPING THE PURPLE THREAD...

          17   EXT. SCHOOL, GOTHAM -- DAY                                    17   

               Kids pour out, heading onto a long line of school buses.

          18   INT. BANK -- CONTINUOUS                                       18   

               As the bus pulls out, the purple thread PULLS THE PIN-- 
               hostages scream and scurry away from the Bank Manager, who 
               shakes with fear as, with a FIZZ, the grenade does not 
               explode, but SPEWS RED SMOKE.

          19   EXT. BANK -- DAY                                              19   

               The School Bus pulls free of the Bank wall and pulls out 
               onto the street, SLIDING INTO THE LINE OF IDENTICAL BUSES 
               HEADING PAST THE BANK.  The buses trundle past COP CARS racing 
               up the street... and we-

                                                                    CUT TO:

          20   EXT. MOVING OVER GOTHAM -- NIGHT                              20   

               From the top of a brick building a SHAFT OF LIGHT comes on.

          21   EXT. VARIOUS LOCATIONS -- CONTINUOUS                          21   

               A PATROLMAN looks up at the BAT-SIGNAL.  Smiles.  A DEALER 
               standing beside a car spots the signal.  Steps back.

-----------------------------------------------------------------------------------------------------
                                                                         7.


                                     DEALER
                         No, man.  I don't like it tonight.

                                     BUYER
                         What're you, superstitious?  You got 
                         more chance of winning the powerball 
                         than running into him...

          22   INT. MAJOR CRIMES UNIT, GOTHAM CENTRAL -- NIGHT               22   

               DETECTIVE RAMIREZ, female, rookie detective, 30's, makes 
               coffee, watching a news show on the television.

               ON SCREEN: The host, MIKE ENGEL, lays into the MAYOR.

                                     ENGEL
                         Mr Mayor, you were elected on a 
                         campaign to clean up the city... 
                         when are you going to start?  

                                     MAYOR
                         Well, Mike-

                                     ENGEL
                         Like this so-called Batman- a lot of 
                         people say he's doing some good that 
                         criminals are running scared...  but 
                         I say NO.  What kind of hero needs 
                         to wear a mask?  You don't let 
                         vigilantes run around breaking the 
                         law... where does it end?   Yet, we 
                         hear rumors that instead of trying 
                         to arrest him the cops are using him 
                         to do their dirty work.

                                     MAYOR
                         I'm told our men in the Major Crimes 
                         Unit are close to an arrest.

                                     RAMIREZ
                         Hey, Wuertz- the Mayor says you're 
                         closing in on the Batman.

               WUERTZ looks up, listless.  Crumples up a paper.

                                     WUERTZ
                         The investigation is ongoing.

               He throws the paper at the trash.  It rebounds off a board 
               headed 'BATMAN: SUSPECTS.' Lined with pictures: Abraham 
               Lincoln.  Elvis.  The Abominable Snowman.

-----------------------------------------------------------------------------------------------------
                                                                         8.


          23   EXT. ROOFTOP, MAJOR CRIMES UNIT -- NIGHT                      23   

               Ramirez comes out onto the roof.  LIEUTENANT GORDON sits by 
               a SEARCHLIGHT.  She hands Gordon a cup of coffee.

                                     RAMIREZ
                         Ever intending to see your wife again, 
                         Lieutenant?

                                     GORDON
                         I thought you had to go look after 
                         your mother, detective.

                                     RAMIREZ
                         They checked her back into hospital.

                                     GORDON
                         I'm sorry.

                                     RAMIREZ
                              (making light)
                         Least there she's got someone round 
                         the clock.  Unlike your wife.
                              (looks at bat-signal)
                         He hasn't shown?

               Gordon gets up.  Looks into the sky at the bat-signal.

                                     GORDON
                         Often doesn't.  But I like reminding 
                         everybody that he's out there.

                                     RAMIREZ
                         Why wouldn't he come?

                                     GORDON
                         Hopefully... Because he's busy.

          24   EXT. PARKING GARAGE -- NIGHT                                  24   

               Two black SUV's pull onto the top floor.  A large man emerges--
               the CHECHEN.  A BODYGUARD points at the sky.  The Chechen 
               peers up at the BAT-SIGNAL.  Shrugs.

                                     CHECHEN
                         That's why we bring dogs.

               BODYGUARD 2 opens the back door- three enormous ROTWEILERS 
               emerge, GROWLING.  The Chechen crouches, KISSING the dogs.

                                     CHECHEN (CONT'D)
                         My little princes...
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                         9.


                                     CHECHEN (CONT'D)
                              (to bodyguards)
                         The Batman's invisible to you fools... 
                         but my little princes...  they can 
                         find human meat in complete darkness.

               The Chechen moves to the second SUV, reaches in and DRAGS 
               out a skinny, wild-eyed JUNKIE by his hair.

                                     JUNKIE
                              (babbling)
                         No!  No get 'em off me!  Off me!

               The Chechen drags the Junkie towards a battered white van.

               The van's REAR DOORS OPEN... two armed THUGS emerge, carrying 
               BARRELS... a third hovers in the dark interior.

                                     CHECHEN
                         Look!  Look what your drugs did to 
                         my customers!

                                     VOICE (O.S.)
                         Buyer beware...

               The figure emerges: SCARECROW.  Wearing his mask.

                                     SCARECROW
                         I told your man my compound would 
                         take you places.  I never said they'd 
                         be places you wanted to go.

                                     CHECHEN
                         My business is repeat customers.

                                     SCARECROW
                         If you don't like what I have to 
                         offer, buy from someone else.  
                         Assuming Batman left anyone else to 
                         buy from.

               The Chechen frowns.  THE DOGS START BARKING.

                                     BODYGUARD
                              (nervous)
                         He's here.

               A BURLY THUG at the periphery is suddenly SUCKED into the 
               darkness.  In his place a shadow straightens, revealing 
               POINTED BAT-EARS against the glittering skyline.

                                     CHECHEN
                         Come on, sonofbitch- my dogs are 
                         hungry, pity there's only one of 
                         you...

-----------------------------------------------------------------------------------------------------
                                                                        10.


               A BODYGUARD to the side DISAPPEARS with a scream, and a SECOND 
               BAT-SHADOW appears.

               The Chechen looks taken aback.  Three more BAT-SHADOWS 
               appear... even the dogs stop growling.

               BOOM!  A hole appears in the SUV next to the Chechen.  The 
               first bat-shadow steps into the light carrying a SHOTGUN.

               CHAOS as men scatter and the rooftop erupts in GUNFIRE.  The 
               Chechen TURNS as he hears one of his men SCREAM.

                                     CHECHEN (CONT'D)
                         Loose the dogs!

               A Bodyguard releases the DOGS- they RACE, SALIVATING, into 
               the darkness...

               The Dogs RACE towards a Bat-Shadow- the first dog LEAPS, 
               gets its JAWS around the Bat-Shadow's throat...

               Scarecrow ducks behind the van- holes PUNCHED in the side by 
               shotgun blasts right behind him.  He starts to climb into 
               the driver's seat-

               The muzzle of a shotgun is pressed to the back of his head- 
               a bat-shadow is behind him- he SPRAYS him with FEAR TOXIN- 
               the bat-shadow collapses to the ground, SCREAMING.  The 
               Chechen, cowering from gunfire, looks down at him.

                                     SCARECROW
                         Not the real thing.

                                     CHECHEN
                         How you know?

                                     SCARECROW
                         We're old friends.

               A HUGE BLACK SHAPE SLAMS down onto a row of parked cars.  
               The BATMOBILE.

                                     SCARECROW (CONT'D)
                         That's more like it.

               The Chechen's men BLAST away at the front of the car: the 
               bullets SPARK off its monstrous surface harmlessly...

          25   INT. BATMOBILE -- CONTINUOUS                                  25   

               The cockpit is EMPTY.  One of the screens reads "LOITER".

               The shooting STOPS.  The screen switches to "INTIMIDATE"

-----------------------------------------------------------------------------------------------------
                                                                        11.


          26   EXT. PARKING GARAGE -- CONTINUOUS                             26   

               The men STARE at the Batmobile for a quiet moment... BOOM!  
               The Batmobile CANNONS blast cars all around the men- 

               A bat-shadow lines up his shotgun on a running bodyguard-  
               CLUNK- a BLACK GAUNTLET grasps the barrel and BENDS it upwards 
               with a HOWL of tortured steel- the bat-shadow looks into the 
               face of the Batman.  The REAL BATMAN.

               The Bat-shadow STUMBLES BACKWARDS in terror, leaving the 
               bent shotgun in Batman's hand.  Batman OPENS his hand, 
               revealing a PNEUMATIC MANGLE hidden in his palm-

               Batman bears down on the dogs mauling another bat-shadow- 
               DRAWS his GRAPPLING GUN and SHOOTS his grapple into the fake 
               Batman's leg and RIPS him from the dogs, one dog HANGING ON 
               as Batman pulls the unconscious man away... the Chechen RUNS 
               down the ramp towards the exit...

               As Batman KICKS the dog off the fake Batman- the Chechen 
               gets into his SUV- another dog LOCKS ITS JAWS around Batman's 
               forearm, RIPPING, TEARING- Batman SWINGS THE DOG OVER HIS 
               HEAD- SMASHES it against the ground- its jaws OPEN...

               Batman rises, an engine RACES behind him- he can't turn in 
               time- BLAM- he's SLAMMED sideways by the speeding van.

          27   INT. VAN -- CONTINUOUS                                        27   

               Scarecrow, driving, NODS at him and hits the gas... Batman 
               raises his hand, revealing his jointed mangle and pistons.

               The mangle STRAIGHTENS and ROTATES from his palm to the knife 
               edge of his opened hand...

               Batman CHOPS straight through the windshield- pulls his hand 
               out and CHOPS again- the mangle gets STUCK- Scarecrow steers 
               towards a column...

          28   EXT. PARKING GARAGE -- CONTINUOUS                             28   

               Batman can't free himself- he turns a dial on his forearm 
               piston- EXPLOSIVE BOLTS blow, freeing his gauntlet from the 
               mangle- he ROLLS free of the van as it SCRAPES the column 
               and barrels down the circular exit ramp.

               Batman rises.  A phony batman lying on the ground watches as 
               Batman climbs up to the edge of the ten-story corkscrew ramp 
               and stands there, waiting for something.

               After a moment he JUMPS... and falls... ten stories...

               He's about to hit the exit ramp- the van appears- his cape 
               POPS OPEN- he SLAMS into the roof, CRUSHING the cab.

-----------------------------------------------------------------------------------------------------
                                                                        12.


          29   EXT. ROOFTOP, PARKING GARAGE -- MOMENTS LATER                 29   

               The Chechen's men are lined up against the wall, bound with 
               zip-ties.  So are the fake batmen.  Batman DUMPS Scarecrow 
               next to the three "Batmen", RIPS his mask off.

                                     "BATMAN"
                         We're trying to help you!

                                     BATMAN
                         I don't need help.

                                     SCARECROW
                         Not my diagnosis.

               Batman silences Scarecrow with his boot.  Turns to "Batman"

                                     BATMAN
                         Don't let me find you out here again.

               Batman moves towards the Batmobile.

                                     "BATMAN"
                         You need us!  There's only one of 
                         you-it's war out here!

               Batman gets into the Batmobile.

                                     "BATMAN" (CONT'D)
                         What gives you the right?!  What's 
                         the difference between you and me?!

               As the Canopy hisses shut-

                                     BATMAN
                         I'm not wearing hockey pads.

               The "Batman" looks down at his makeshift costume as the 
               Batmobile ROARS past.

          30   EXT. BANK -- NIGHT                                            30   

               LIEUTENANT GORDON ducks the barrage of SHOUTED QUESTIONS 
               from press and picks his way into the lobby of the bank.

          31   INT. LOBBY, BANK -- NIGHT                                     31   

               FORENSIC SPECIALISTS work the room.  Ramirez hands Gordon 
               PRINTS- indicates the surveillance cameras.

                                     RAMIREZ
                         He can't resist showing us his face.

               Gordon looks at the grainy blow-up of THE JOKER'S FACE: 
               sweating clown makeup plastered thick around the mouth.

-----------------------------------------------------------------------------------------------------
                                                                        13.


                                     GORDON
                         Put this out, by morning we can put 
                         a big top over central holding and 
                         sell tickets.  What's he hiding under 
                         that makeup?

               Gordon approaches a FORENSIC PHOTOGRAPHER shooting Grumpy's 
               body.  Gordon crouches to look at his clown mask.  Batman 
               steps from the shadows.  Gordon nods at Ramirez.

                                     RAMIREZ
                         Give us a minute, please, people!

               The Forensic team and Ramirez leave.  Gordon hands Batman 
               the blow-up of the Joker.

                                     BATMAN
                         Him again.  Who are the others?

                                     GORDON
                         Another bunch of small timers.

               Batman pulls a DEVICE from his belt- moves to the bundles of 
               cash scattered near the clown's body.  The device PINGS.

               Batman picks up a BUNDLE.  Hands it to Gordon.

                                     BATMAN
                         Some of the marked bills I gave you.

                                     GORDON
                         My detectives have been making drug 
                         buys with them for weeks.  This bank 
                         was another drop for the mob.  That 
                         makes five banks- we've found the 
                         bulk of their dirty cash.

                                     BATMAN
                         Time to move in.

               Gordon waves the photo.

                                     GORDON
                         What about this Joker guy?

                                     BATMAN
                         One man or the entire mob?  He can 
                         wait.

                                     GORDON
                         We'll have to hit all banks 
                         simultaneously.  SWAT teams, backup.

               Gordon holds up the bundle of banknotes.

-----------------------------------------------------------------------------------------------------
                                                                        14.


                                     GORDON (CONT'D)
                         When the new D.A. gets wind of this, 
                         he'll want in.

                                     BATMAN
                         Do you trust him?

                                     GORDON
                         Be hard to keep him out.

               Gordon bags the cash.

                                     GORDON (CONT'D)
                         I hear he's as stubborn as you.

               But Batman is already gone.

          32   INT. WAYNE PENTHOUSE -- MORNING                               32   

               Alfred walks past soaring downtown views as he carries a 
               breakfast tray through the vast, empty penthouse.  He stops, 
               looking at a still-made bed.  Alfred sighs, turns.

          33   EXT. RAIL YARDS -- MORNING                                    33   

               Alfred gets out of the Rolls carrying a thermos.  He walks 
               towards a RAILWAY BRIDGE, stops at a FREIGHT CONTAINER 
               sitting, lopsided, on blocks.  Alfred unlocks the RUSTY 
               PADLOCK AND CHAIN.  Steps inside.

          34   INT. FREIGHT CONTAINER -- CONTINUOUS                          34   

               Alfred FUMBLES in the dark- bangs his elbow- A HISS as the 
               FLOOR LOWERS... Alfred sinks down into...

          35   INT. BAT-BUNKER -- CONTINUOUS                                 35   

               The container floor lowers on a giant PISTON.  Alfred steps 
               off into a large, LOW-CEILINGED CONCRETE CHAMBER.  The 
               Batmobile sits in the middle.  Machines- 3D printers, power 
               tools- dot the high-tech space.  At one end, Wayne sits at a 
               bank of monitors watching CCTV footage of the bank robbery.

                                     ALFRED
                         Be nice when Wayne Manor's rebuilt 
                         and you can swap not sleeping in a 
                         penthouse for not sleeping in a 
                         mansion.

               Alfred places a cup of coffee in front of Wayne, who is 
               STITCHING up a cut on his arm.

-----------------------------------------------------------------------------------------------------
                                                                        15.


                                     ALFRED (CONT'D)
                              (takes needle)
                         When you stitch yourself up you make 
                         a bloody mess.

                                     WAYNE
                         But I learn from my mistakes.

                                     ALFRED
                         You ought to be pretty knowledgeable 
                         by now, then.

                                     WAYNE
                         My armor... I'm carrying too much 
                         weight- I need to be faster.

                                     ALFRED
                         I'm sure Mr. Fox can oblige.
                              (looks at wound)
                         Did you get mauled by a tiger?

                                     WAYNE
                         A dog.
                              (off look)
                         A big dog.  There were more copycats 
                         last night, Alfred.  With guns.

                                     ALFRED
                         Perhaps you could hire some of them 
                         and take weekends off.

                                     WAYNE
                         This wasn't exactly what I had in 
                         mind when I said I wanted to inspire 
                         people.

                                     ALFRED
                         I know.  But things are improving.  
                         Look at the new District Attorney...

               Wayne indicates a monitor: a handsome MAN in a suit.

                                     WAYNE
                         I am.  Closely.  I need to know if 
                         he can be trusted.

               Alfred looks at other images- the D.A. at a meeting.  
               Campaigning.  Helping someone out of a cab: RACHEL.

                                     ALFRED
                         Are you interested in his character... 
                         or his social circle?

-----------------------------------------------------------------------------------------------------
                                                                        16.


                                     WAYNE
                         Who Rachel spends her time with is 
                         her business.

                                     ALFRED
                         Well, I trust you're not following 
                         me on my day off.

                                     WAYNE
                         If you ever took one, I might.

               Alfred bites the thread.  Examines his stitches.  Looks at 
               the SCARS criss-crossing Wayne's shoulders.

                                     ALFRED
                         Know your limits, Master Wayne.

                                     WAYNE
                         Batman has no limits.

                                     ALFRED
                         Well, you do, sir.

                                     WAYNE
                         I can't afford to know them.

                                     ALFRED
                         And what happens the day you find 
                         out?

                                     WAYNE
                         We all know how much you like to say 
                         'I told you so'.

                                     ALFRED
                         That day, Master Wayne, even I won't 
                         want to.  Probably.

          36   INT. COURTROOM, SUPERIOR COURT -- DAY                         36   

               HARVEY DENT bursts into the courtroom.  Assistant D.A. RACHEL 
               DAWES, look up, ANNOYED.

                                     DENT
                         Sorry I'm late, folks.

               Rachel leans in to Dent, speaking under her breath.

                                     RACHEL
                         Where were you?

                                     DENT
                         Worried you'd have to step up?

-----------------------------------------------------------------------------------------------------
                                                                        17.


                                     RACHEL
                         I know the briefs backwards.

               Dent pulls a large silver dollar out of his pocket.  Grins.

                                     DENT
                         Well, then, fair's fair: heads, I'll 
                         take it.  Tails, he's all yours.

               Dent FLIPS.  Shows it to Rachel- heads.

                                     RACHEL
                         You're flipping coins to see who 
                         leads?

                                     DENT
                         My father's lucky coin.  As I recall, 
                         it got me my first date with you.

                                     RACHEL
                         I'm serious, Harvey, you don't leave 
                         things like this to chance.

                                     DENT
                         I don't.
                              (sincere)
                         I make my own luck.

               Dent looks across at the defendant- SAL MARONI.

                                     MARONI
                         I thought the DA just played golf 
                         with the Mayor, things like that.

                                     DENT
                         Tee-off's 1:30.  More than enough 
                         time to put you away for life, Sally.

               The BAILIFFS lead a THIN MAN into the witness box.  ROSSI.

          37   INT. COURTROOM, SUPERIOR COURT -- DAY                         37   

               Rossi takes a SIP of water.  Dent works the room.

                                     DENT
                         With Carmine Falcone in Arkham, 
                         someone must've stepped up to run 
                         the so-called family.
                              (Rossi nods)
                         Is this man in the courtroom today?
                              (Rossi nods again)
                         Could you identify him for us, please?

               Dent turns to Maroni, who is poker-faced.  Dent smiles.

-----------------------------------------------------------------------------------------------------
                                                                        18.


                                     ROSSI
                         You win, counselor.  It was me.

               Dent's smile disappears.  He turns back to Rossi.

                                     DENT
                         I've got a sworn statement from you 
                         that this man, Salvatore Maroni, is 
                         the new head of the Falcone crime 
                         family.

                                     ROSSI
                         Maroni?  He's a fall guy.  I'm the 
                         brains of the organization.

               LAUGHS from the gallery.  Dent turns to the JUDGE.

                                     DENT
                         Permission to treat the witness as 
                         hostile?

                                     ROSSI
                         Hostile?  I'll show you hostile.

               Rossi JUMPS UP, points a GUN at Dent's face.  SCREAMS from 
               the gallery.  Rossi PULLS the TRIGGER- the gun MISFIRES with 
               a POP.  Dent steps forward, grabs the GUN- DECKS Rossi with 
               a RIGHT CROSS- unloads the GUN and sets it down in front of 
               Maroni.

                                     DENT
                         Ceramic 28 caliber.  Made in China.  
                         If you want to kill a public servant, 
                         Mr. Maroni, I recommend you buy 
                         American.

               Everyone STARES, open-mouthed, as Dent adjusts his tie.  The 
               Bailiffs are wrestling Rossi from the box-

                                     DENT (CONT'D)
                         But, your honor, I'm not done...

          38   INT. LOBBY, DENT'S OFFICE, DA'S -- DAY                        38   

               Rachel, excited, leads Dent through the lobby.

                                     RACHEL
                         We'll never link the gun to Maroni, 
                         so we can't charge him, but I'll 
                         tell you one thing- the fact they 
                         tried to kill you means we're getting 
                         to them.

-----------------------------------------------------------------------------------------------------
                                                                        19.


                                     DENT
                         Glad you're so pleased, Rachel.  I'm 
                         fine by the way.

               Rachel turns to Dent.  Smooths his lapels.

                                     RACHEL
                         Harvey, you're Gotham's D.A.- if 
                         you're not getting shot at, you're 
                         not doing your job.
                              (smiles)
                         'Course if you said you were rattled 
                         we could take the rest of the day...

                                     DENT
                         Can't.  I dragged the head of the 
                         Major Crimes Unit down here.

                                     RACHEL
                         Jim Gordon?  He's a friend- try to 
                         be nice.

          39   INT. DENT'S OFFICE -- DAY                                     39   

               Gordon stands as Dent enters.  The two men shake.

                                     GORDON
                         Word is you've got a hell of a right 
                         cross.  Shame Sal's going to walk.

                                     DENT
                         Well, good thing about the mob is 
                         they keep giving you second chances.

               Dent picks up a bundle of bills from the heist.

                                     DENT (CONT'D)
                         Lightly irradiated bills.  Fancy 
                         stuff for a city cop.  Have help?

                                     GORDON
                         We liaise with various agencies-

                                     DENT
                         Save it, Gordon.  I want to meet 
                         him.

                                     GORDON
                         Official policy is to arrest the 
                         vigilante known as Batman on sight.

                                     DENT
                         And that flood light on top of M.C.U.?

-----------------------------------------------------------------------------------------------------
                                                                        20.


                                     GORDON
                         If you have any concerns about...  
                         malfunctioning equipment... take 
                         them up with maintenance, counselor.

               Dent tosses the bills back onto his desk.  Annoyed.

                                     DENT
                         I've put every known money launderer 
                         in Gotham behind bars.  But the mob 
                         is still getting its money out.  I 
                         think you and your "friend" have 
                         found the last game in town and you're 
                         trying to hit 'em where it hurts: 
                         their wallets.  Bold.  You gonna 
                         count me in?

                                     GORDON
                         In this town, the fewer people know 
                         something, the safer the operation.

                                     DENT
                         Gordon, I don't like that you've got 
                         your own special unit, and I don't 
                         like that it's full of cops I 
                         investigated at internal affairs.

                                     GORDON
                         If I didn't work with cops you'd 
                         investigated while you were making 
                         your name at I.A.- I'd be working 
                         alone.  I don't get political points 
                         for being an idealist- I have to do 
                         the best I can with what I have.

               Dent looks at Gordon.  Considering how to proceed.

                                     DENT
                         You want me to back warrants for 
                         search and seizure on five banks 
                         without telling me who we're after?

                                     GORDON
                         I can give you the names of the banks.

                                     DENT
                         Well, that's a start.  I'll get you 
                         your warrants.  But I want your trust.

                                     GORDON
                              (rises)
                         You don't have to sell me, Dent.  We 
                         all know you're Gotham's white knight.

-----------------------------------------------------------------------------------------------------
                                                                        21.


                                     DENT
                              (grins)
                         I hear they've got a different 
                         nickname for me down at M.C.U..

               Gordon smiles.

          40   INT. BOARDROOM, WAYNE ENTERPRISES -- DAY                      40   

               LUCIUS FOX, CEO of Wayne Enterprises, and the board listen 
               to LAU, 40s, CEO of L.S.I. Holdings.

                                     LAU
                         In China L.S.I. Holdings stands for 
                         dynamic new growth.  A joint Chinese 
                         venture with Wayne Enterprises will 
                         be a powerhouse.

                                     FOX
                         Well, Mr. Lau, I speak for the rest 
                         of the board, and Mr. Wayne, in 
                         expressing our own excitement...

               The Chinese look to the head of the table: Wayne, ASLEEP.

          41   INT. HALLWAY, WAYNE ENTERPRISES -- DAY                        41   

               Fox shows Lau to the elevator.  He's joined by, REESE, 30s, 
               an ambitious M and A consultant lawyer.

                                     LAU
                         It's OK, Mr. Fox.  Everyone knows 
                         who really runs Wayne Enterprises.

                                     FOX
                         We'll be in touch as soon as our 
                         people have wrapped up the diligence.

               The elevator doors close.  Reese frowns.

                                     REESE
                         Sir, I know Mr. Wayne's curious how 
                         his trust fund gets replenished but 
                         frankly... it's embarrassing.

               Fox heads for his office, Reese in tow.

                                     FOX
                         You worry about the diligence, Mr. 
                         Reese.  I'll worry about Bruce Wayne.

                                     REESE
                         It's done- the numbers are solid.

-----------------------------------------------------------------------------------------------------
                                                                        22.


                                     FOX
                              (smiles)
                         Do it again.  Wouldn't want the trust 
                         fund to run out, would we?

          42   INT. BOARDROOM, WAYNE ENTERPRISES -- CONTINUOUS               42   

               Wayne is standing by the window.

                                     FOX
                         Another long night?
                              (Wayne smiles)
                         This joint venture was your idea, 
                         and the consultants love it, but I'm 
                         not convinced.  L.S.I.'s grown 8 
                         percent annually, like clockwork.  
                         They must have a revenue stream that's 
                         off the books.  Maybe even illegal.

                                     WAYNE
                         OK.  Cancel the deal.

                                     FOX
                              (looks at Wayne)
                         You already knew.

                                     WAYNE
                         I needed a closer look at their books.

               Fox looks at Wayne.  Wry.

                                     FOX
                         Anything else you can trouble me 
                         for?

                                     WAYNE
                         I need a new suit.

                                     FOX
                              (looks him over)
                         Three buttons is a little nineties.

                                     WAYNE
                         I'm not talking about fashion, Mr.Fox, 
                         so much as function.

               Wayne pulls some diagrams.  Fox looks them over.

                                     FOX
                         You want to be able to turn your 
                         head?

                                     WAYNE
                         Sure make backing out of the driveway 
                         easier.

-----------------------------------------------------------------------------------------------------
                                                                        23.


                                     FOX
                         I'll see what I can do.

          43   INT. RESTAURANT -- NIGHT                                      43   

               Rachel and Dent at a table.  Dent looks a little intimidated 
               by the surroundings.

                                     DENT
                         It took three weeks to get a 
                         reservation and I had to tell them I 
                         worked for the government.

                                     RACHEL
                         Really?

                                     DENT
                         This city health inspector's not 
                         afraid to pull strings.

               Rachel smiles.  Then, over Dent's shoulder, she sees Wayne 
               enter, accompanied by a beautiful woman.

                                     DENT (CONT'D)
                         What?

                                     WAYNE
                         Rachel!  Fancy that.

                                     RACHEL
                         Yes, Bruce.  Fancy that.

                                     WAYNE
                         Rachel, Natascha.  Natascha, Rachel.

                                     NATASCHA
                              (Russian accent)
                         Hello.

                                     DENT
                         The famous Bruce Wayne.  Rachel's 
                         told me everything about you.

                                     WAYNE
                         I certainly hope not.

                                     RACHEL
                         Bruce, this is Harvey Dent.

                                     WAYNE
                         Let's put a couple tables together.

                                     DENT
                         I don't know if they'll let us-

-----------------------------------------------------------------------------------------------------
                                                                        24.


                                     WAYNE
                         They should!  I own the place.

                                     RACHEL
                         For how long?  About three weeks?

                                     WAYNE
                         How'd you know?

                                     RACHEL
                         Natascha, aren't you...?

                                     WAYNE
                         Prima ballerina for the Moscow Ballet.

                                     RACHEL
                         Harvey's taking me next week.

                                     WAYNE
                         You're into ballet, Harvey?

                                     RACHEL
                         No.  He knows I am.

               An extra table arrives.

          44   INT. SAME -- LATER                                            44   

               They finish up dinner.

                                     NATASCHA
                         No, come on- how could you want to 
                         raise children in a city like this?

                                     WAYNE
                         I was raised here.  I turned out OK.

                                     DENT
                         Is Wayne Manor in the city limits?

               Rachel gives Dent a withering look.

                                     WAYNE
                         The Palisades?  Sure.  You know, as 
                         our new D.A. you might want to figure 
                         out where your jurisdiction ends.

                                     NATASCHA
                         I'm talking about the kind of city 
                         that idolizes a masked vigilante...

                                     DENT
                         Gotham's proud of an ordinary man 
                         standing up for what's right.

-----------------------------------------------------------------------------------------------------
                                                                        25.


                                     NATASCHA
                         Gotham needs heroes like you- elected 
                         officials, not a man who thinks he's 
                         above the law.

                                     WAYNE
                         Exactly.  Who appointed the Batman?

                                     DENT
                         We did.  All of us who stood by and 
                         let scum take control of our city.

               Wayne watches Dent.  Sees his passion.

                                     NATASCHA
                         But this is a democracy, Harvey.

                                     DENT
                         When their enemies were at the gate, 
                         the Romans would suspend democracy 
                         and appoint one man to protect the 
                         city.  It wasn't considered an honor.  
                         It was considered public service.

                                     RACHEL
                         And the last man they asked to protect 
                         the republic was named Caesar.  He 
                         never gave up that power.

                                     DENT
                         Well, I guess you either die a hero 
                         or you live long enough to see 
                         yourself become the villain.  Look, 
                         whoever the Batman is, he doesn't 
                         want to spend the rest of his life 
                         doing this.  How could he?  Batman's 
                         looking for someone to take up his 
                         mantle.

                                     NATASCHA
                         Someone like you, Mr. Dent?

                                     DENT
                         Maybe.  If I'm up to it.

               Natascha reaches up and covers the top half of Dent's face.

                                     NATASCHA
                         But what if Harvey Dent is the caped 
                         crusader?

                                     DENT
                         If I were sneaking out every night 
                         someone would've noticed by now.

-----------------------------------------------------------------------------------------------------
                                                                        26.


               Dent takes Rachel's hand.  Rachel glances at Wayne.  Awkward.

                                     WAYNE
                         Well, you've sold me, Dent.  I'm 
                         gonna throw you a fundraiser.

                                     DENT
                         That's nice of you, Bruce, but I'm 
                         not up for reelection for three years.  
                         That stuff won't start for-

                                     WAYNE
                         I don't think you understand.  One 
                         fundraiser with my pals, you'll never 
                         need another cent.

          45   EXT. BACK ALLEY, HOTEL, DOWNTOWN -- DAY                       45   

               A line of high-end AUTOS dispenses well dressed GANGSTERS.

          46   INT. KITCHEN, HOTEL -- DAY                                    46   

               The Chechen walks through a METAL DETECTOR manned by two 
               CHINESE.  A lean, African-American man, 50's, is being wanded.  
               This is GAMBOL.  He nods at the Chechen, wary.

          47   INT. CONFERENCE ROOM, HOTEL -- CONTINUOUS                     47   

               Gotham's most notorious GANGSTERS.  A door opens, and two 
               BURLY CHINESE enter, carrying a TV.  They set it down on the 
               end of the table.

                                     CRIME BOSS
                         The hell is this...?

               The screen flickers to life: Lau.  The room ERUPTS.

                                     LAU (ON T.V.)
                         Gentlemen, please.  As you're all 
                         aware, one of our deposits was stolen.  
                         A relatively small amount: 68 million.

                                     CHECHEN
                         Who's stupid enough steal from us?

                                     LAU
                         I'm told the man who arranged the 
                         heist calls himself Joker.

                                     CHECHEN
                         Who the hell is that?

-----------------------------------------------------------------------------------------------------
                                                                        27.


                                     MARONI
                         Two-bit whack-job wears a cheap purple 
                         suit and make-up.  He's not the 
                         problem- he's a nobody.
                              (looks at Lau)
                         The problem is our money being tracked 
                         by the cops.

               Murmurs of surprise.

                                     LAU
                         Thanks to Mr. Maroni's well-placed 
                         sources we know that police have 
                         indeed identified our banks using 
                         marked bills and are planning to 
                         seize your funds today-

               Everyone starts SHOUTING at once.

          48   EXT. VARIOUS DOWNTOWN BANKS -- CONTINUOUS                     48   

               Gordon sits in a SWAT van outside a bank.  Stephens is outside 
               another.  Ramirez a third...

               SWAT teams CHECK WEAPONS and prepare move...

          49   INT. SOCIAL CLUB, DOWNTOWN -- CONTINUOUS                      49   

               Lau waits for the noise to subside.

                                     CHECHEN
                         You promised safe, clean money launder-

                                     LAU
                         With the investigation ongoing, none 
                         of you can risk hanging on to your 
                         own proceeds.  And since the 
                         enthusiastic new D.A. has put all my 
                         competitors out of business, I'm 
                         your only option.

                                     MARONI
                         So what are you proposing?

                                     LAU
                         Moving all deposits to one secure 
                         location.  Not a bank.

                                     GAMBOL
                         Where, then?

                                     LAU
                         Obviously, no one can know but me.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        28.


                                     LAU (CONT'D)
                         If the police were to gain leverage 
                         over one of you everyone's money 
                         would be at stake.

                                     CHECHEN
                         What stops them getting to you?

                                     LAU
                         As the money is moved I go to Hong 
                         Kong.  Far from Dent's jurisdiction. 
                         And the Chinese will not extradite 
                         one of their own.

               From the back of the room comes LAUGHTER.  It grows and grows, 
               until it fills the room.  All eyes turn:

               The Joker.  Sweaty clown makeup obscuring the AWFUL SCARS 
               which widen his mouth into a PERMANENT, GHOULISH SMILE.

                                     THE JOKER
                         I thought I told bad jokes.

                                     GAMBOL
                         Give me one reason I shouldn't have 
                         my boy here pull your head off.

               The Joker pulls out a freshly sharpened pencil.

                                     THE JOKER
                         How about a magic trick?

               The Joker SLAMS the pencil into the table, leaving it UPRIGHT.

                                     THE JOKER (CONT'D)
                         I'll make this pencil disappear.

               Gambol nods.  His BODYGUARD MOVES at the Joker- who SIDESTEPS-
               GRIPS his head- SLAMS it, FACE DOWN, onto the table...

               The Bodyguard goes LIMP and slides off of the table.  The 
               PENCIL is gone.  MAGIC.  The Joker BOWS.  Grins at Gambol.

                                     THE JOKER (CONT'D)
                         And by the way, the suit wasn't cheap.  
                         You should know.  You bought it.

               Gambol STANDS, furious.  The Chechen stops him.

                                     CHECHEN
                         Sit.  I wanna hear proposition.

               The Joker nods his thanks.  Rises.

-----------------------------------------------------------------------------------------------------
                                                                        29.


                                     THE JOKER
                         A year ago these cops and lawyers 
                         wouldn't dare cross any of you.  
                         What happened?  Did your balls drop 
                         off?  See, a guy like me-

                                     GAMBOL
                         A freak.

               Laughs.  Which the Joker tries to ignore.

                                     THE JOKER
                         A guy like me... I know why you're 
                         holding your little group therapy 
                         session in broad daylight.  I know 
                         why you're afraid to go out at night.  
                         Batman.  He's shown Gotham your true 
                         colors.  And Dent's just the 
                         beginning.
                              (indicates Lau)
                         And as for his so-called plan- Batman 
                         has no jurisdiction.  He'll find him 
                         and make him squeal.
                              (smiles at Lau)
                         I can tell the squealers every time.

                                     CHECHEN
                         What you propose?

                                     THE JOKER
                         It's simple.  Kill the Batman.

               Jeers.  Laughter.

                                     MARONI
                         If it's so easy why haven't you done 
                         it already?

                                     THE JOKER
                         Like my mother used to tell me- if 
                         you're good at something, never do 
                         it for free.

                                     CHECHEN
                         How much you want?

                                     THE JOKER
                         Half.

               Laughter.  The Joker shrugs.  Rises.

                                     THE JOKER (CONT'D)
                         You don't deal with this now, soon 
                         Gambol won't even be able to get a 
                         nickel for his grandma-

-----------------------------------------------------------------------------------------------------
                                                                        30.


                                     GAMBOL
                         Enough from the clown.

               Gambol gets up, MOVING at the Joker, who casually opens his 
               coat, revealing EXPLOSIVES wired to his chest.  Gambol stops.

                                     THE JOKER
                         Let's not blow this out of all 
                         proportion.

               Gambol stares at the Joker.  Hard.

                                     GAMBOL
                         You think you can steal from us and 
                         just walk away?  I'm putting the 
                         word out- 5 hundred grand for this 
                         clown dead.  A million alive, so I 
                         get to teach him some manners, first.

               The Joker shrugs.  Turns to the assembled.

                                     THE JOKER
                         Let me know when you change your 
                         minds.

               The Joker strolls out.  Maroni turns to Lau.

                                     MARONI
                         How soon can you move the money?

          50   EXT. VARIOUS BANKS DOWNTOWN -- CONTINUOUS                     50   

               Gordon hurries up the steps to a bank.  SWAT teams rush the 
               various banks.

                                     LAU
                         I already have...

          51   EXT. UNDERPASS, GOTHAM -- CONTINUOUS                          51   

               A CHINESE MAN finishes loading a TRACTOR TRAILER with cash 
               boxes.  The truck pulls out into a CONVOY.

          52   INT. BANK VAULT -- CONTINUOUS                                 52   

               Gordon stands in an almost empty bank vault.  Furious.

                                     LAU
                         For obvious reasons I couldn't wait 
                         for your permission...

          53   INT. SOCIAL CLUB, DOWNTOWN -- CONTINUOUS                      53   

               The shot of Lau on the TV widens...

-----------------------------------------------------------------------------------------------------
                                                                        31.


                                     LAU
                         Rest assured, your money is safe.

               He is already on his private jet.

               IN THE SKY: THE BAT SIGNAL.

          54   EXT. ROOF, POLICE STATION -- NIGHT                            54   

               Batman emerges from the shadows.  The man next to the glowing 
               spotlight turns: DENT.

                                     DENT
                         You're a hard man to reach.

               Gordon BURSTS onto the rooftop, weapon drawn.  Sees Dent.

                                     DENT (CONT'D)
                         Lau's halfway to Hong Kong- if you'd 
                         asked, I could have taken his passport- 
                         I told you to keep me in the loop.

                                     GORDON
                         Yeah?  All that was left in the vaults 
                         were the marked bills- they knew we 
                         were coming!  As soon as your office 
                         got involved, there's a leak-

                                     DENT
                         My office?!  You're sitting down 
                         here with scum like Wuertz and 
                         Ramirez...
                              (off look)
                         Oh, yeah, Gordon- I almost had your 
                         rookie cold on a racketeering beef.

                                     GORDON
                         Don't try to cloud the fact that 
                         clearly Maroni's got people in your 
                         office, Dent.

               Dent turns to Batman.

                                     DENT
                         We need Lau back, but the Chinese 
                         won't extradite a national under any 
                         circumstances.

                                     BATMAN
                         If I get him to you, can you get him 
                         to talk?

                                     DENT
                         I'll get him to sing.

-----------------------------------------------------------------------------------------------------
                                                                        32.


                                     GORDON
                         We're going after the mob's life 
                         savings.  Things will get ugly.

                                     DENT
                         I knew the risks when I took this 
                         job, lieutenant.  Same as you.
                              (turns to Batman)
                         How will you get him back, anyway?

               Batman is gone.  Dent looks around, startled.  Gordon smirks.

                                     GORDON
                         He does that.

          55   INT. FOX'S OFFICE, WAYNE INDUSTRIES -- DAY                    55   

               Fox gets up from behind his desk.

                                     FOX
                         Our Chinese friend left town before 
                         I could tell him the deal is off.

                                     WAYNE
                         I'm sure you've always wanted to go 
                         to Hong Kong.

               Fox opens the door to a private elevator.

          56   INT. PRIVATE ELEVATOR -- CONTINUOUS                           56   

               Fox turns a key.

                                     FOX
                         What's wrong with a phone call?

                                     WAYNE
                         I think Mr. Lau deserves a more 
                         personal touch.

          57   INT. APPLIED SCIENCES DIVISION -- CONTINUOUS                  57   

               Fox leads Wayne off the elevator and into the vast space.

                                     FOX
                         For high altitude jumps, you need 
                         oxygen and stabilizers.  I must say- 
                         compared to your usual requests, 
                         jumping out of an airplane is pretty 
                         straightforward.

               Lucius stops at a cabinet, pulls open a drawer and hauls out 
               an oxygen tank and ribbed rubber hosing.

-----------------------------------------------------------------------------------------------------
                                                                        33.


                                     WAYNE
                         How about getting back into the plane?

                                     FOX
                         I can recommend a good travel agent.

                                     WAYNE
                         Without it landing.

                                     FOX
                         That's more like it, Mr. Wayne.

               He shuts the drawer.  Moves off, thinking.

                                     FOX (CONT'D)
                         I don't think I have anything here.
                         The CIA had a program in the '60s 
                         for getting their people out of hot 
                         spots.  Called Sky Hook.  Now-

               Fox opens a cabinet to reveal COMPONENTS OF A NEW BAT-SUIT.  
               ARMORED PLATING secured to mesh.  Wayne lifts an arm.

                                     FOX (CONT'D)
                         Hardened kevlar plates on a titanium-
                         dipped fiber tri-weave for 
                         flexibility...

               Wayne examines DOUBLE BLADE SCALLOPS on the gauntlet...

                                     FOX (CONT'D)
                         You'll be lighter, faster, more 
                         agile...

               Wayne flinches as the BLADES FIRE, SPINNING LIKE THROWING 
               STARS, NARROWLY MISSING his ear, embedding themselves in a 
               filing cabinet.  Fox looks at him.

                                     FOX (CONT'D)
                         Perhaps you should read the 
                         instructions, first.

                                     WAYNE
                         Sorry.

               Fox picks up the chest, demonstrating its flexibility.

                                     FOX
                         Now, there's a trade-off... the spread 
                         of the plates gives you weak spots.  
                         You'll be more vulnerable to gunfire 
                         and knives.

-----------------------------------------------------------------------------------------------------
                                                                        34.


                                     WAYNE
                         We wouldn't want things getting too 
                         easy, would we?
                              (picks up suit)
                         How will it hold up against dogs?

               Fox looks at him quizzically.

                                     FOX
                         You talking chihuahuas or rotweilers?
                              (Wayne smiles)
                         It should do fine against cats.

          58   INT. BAT-BUNKER -- DAY                                        58   

               Wayne examines a parachute harness.  Alfred unfolds a diagram 
               of a NAVY CARGO PLANE with a giant "V" mounted on the front.

                                     ALFRED
                         I found one.  In Arizona.  Very nice 
                         man says it will take him a week to 
                         get it running.  And he takes cash.  
                         What about a flight crew?

                                     WAYNE
                         South Korean smugglers.  They run 
                         flights into Pyongyang, below radar 
                         the whole way.  Did you think of an 
                         alibi?

               Alfred looks quite pleased with himself.

                                     ALFRED
                         Oh, yes.

          59   EXT. BALLET -- NIGHT                                          59   

               Rachel and Dent arrive to find the box office SHUTTERED.  A 
               sign:'PERFORMANCE CANCELED.' A newspaper story is taped to 
               the glass.  Over a picture of BRUCE WAYNE ON A YACHT:

               LOVE BOAT- Billionaire absconds with entire Moscow ballet.

          60   EXT. DECK, WAYNE'S YACHT, THE CARIBBEAN -- DAY                60   

               Alfred, picks his way over twelve SUNBATHING BALLERINAS.

               Wayne looks up from a newspaper.  Alfred points to a SEAPLANE 
               gently touching down across the bay.

                                     ALFRED
                         I believe your plane is here.

-----------------------------------------------------------------------------------------------------
                                                                        35.


                                     WAYNE
                         You look tired, Alfred.  Will you be 
                         all right without me?

               A Ballerina rolls over- waves the suntan lotion at Alfred.

                                     ALFRED
                         If you can tell me the Russian for 
                         'apply your own bloody suntan lotion.'

               Wayne tosses a large, waterproof kit bag into the water and 
               JUMPS in after it.  Begins swimming over to the sea-plane.

          61   INT. POOL HALL -- NIGHT                                       61   

               Gambol racks up.  A bodyguard steps into the room.

                                     BODYGUARD
                         Somebody here for you.

               Gambol looks to the back- three rough customers are waiting.

                                     BODYGUARD (CONT'D)
                         They say they've killed the Joker.

               They've come for the reward.

                                     GAMBOL
                         They bring proof?

                                     BODYGUARD
                         They say they've brought the body.

               The bodyguards FLOP a BODY wrapped in garbage bags onto the 
               table.  The BOUNTY HUNTERS wait in the corner.  Gambol pulls 
               back one of the garbage bags, revealing the Joker's bloodied 
               face.  Gambol spits.  Turns to face the bounty hunters.

                                     GAMBOL
                         So.  Dead you get five hundred-

               Behind Gambol, the Joker SITS UP- THRUSTS knives into the 
               bodyguards' chests.  Gambol spins to see a crazy grin on the 
               Joker's spit-dribbled face-

                                     THE JOKER
                         How about alive?

               The Joker gets a switchblade in Gambol's mouth- SHARP METAL 
               PULLING THE CHEEK TAUT.  The Bounty Hunters subdue the 
               remaining bodyguards.

                                     THE JOKER (CONT'D)
                         Wanna know how I got these scars?
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        36.


                                     THE JOKER (CONT'D)
                         My father was a drinker and a fiend.  
                         He'd beat mommy right in front of 
                         me.  One night he goes off crazier 
                         than usual, mommy gets the kitchen 
                         knife to defend herself.  He doesn't 
                         like that.  Not.  One.  Bit.

               The Joker TUGS Gambols cheek with the blade.

                                     THE JOKER (CONT'D)
                         So, me watching, he takes the knife 
                         to her, laughing while he does it.  
                         Turns to me and says 'why so serious?'  
                         Comes at me with the knife- 'why so 
                         serious?'  Sticks the blade in my 
                         mouth- 'Let's put a smile on that 
                         face' and...

               The Joker looks up at the ASHEN FACES of the remaining Body 
               Guards.  Smiles.

                                     THE JOKER (CONT'D)
                         Why so serious?

               The Joker FLICKS his wrist- the Body Guards flinch as Gambol 
               goes down.  The Joker turns to them.

                                     THE JOKER (CONT'D)
                         Now, our organization is small, but 
                         we've got a lot of potential for 
                         aggressive expansion... so which of 
                         you fine gentlemen would like to 
                         join our team?

               The three bodyguards all nod.  The Joker SNAPS a pool cue.

                                     THE JOKER (CONT'D)
                         Only one slot open right now- so 
                         we're going to have try-outs.

               The Joker drops the broken cue in the middle of the men.

                                     THE JOKER (CONT'D)
                         Make it fast.

               The men stare at each other.  Then at the jagged pool cue.

          62   EXT. PENINSULA HOTEL, HONG KONG -- DAY                        62   

               A HELICOPTER touches down on one of the hotel's twin helipads.  
               Two L.S.I. VPs approach, heads ducked.  Fox gets out- they 
               shake hands, shouting over the engine-

-----------------------------------------------------------------------------------------------------
                                                                        37.


                                     VP
                         Welcome to Hong Kong, Mr. Fox!  Mr. 
                         Lau regrets he is unable to meet you 
                         in person.  But with his current 
                         legal difficulties...!

                                     FOX
                         I understand!

          63   INT. LOBBY, L.S.I.HOLDINGS -- DAY                             63   

               The VPs usher Fox towards security.

                                     VP
                         I'm afraid for security reasons I 
                         have to ask for your mobile phone.

               Lucius hands his phone to a SECURITY GUARD, who puts the 
               phone in a box underneath his station.

          64   INT. L.S.I.HOLDINGS -- DAY                                    64   

               Fox and Lau eat lunch in a dining room overlooking the city.

                                     LAU
                         I must apologize for leaving Gotham 
                         in the middle of our negotiations.  
                         This misunderstanding with the Gotham 
                         police force... I couldn't let such 
                         a thing threaten my company.  A 
                         businessman of your stature will 
                         understand.  But with you here... we 
                         can continue.

                                     FOX
                         Well, it was good of you to bring me 
                         out here in such style, Mr. Lau.  
                         But I've actually come...

               A CELL PHONE rings.  Fox pulls out a second, identical, phone.  
               Fox presses the off switch and places the phone by his plate.

                                     LAU
                         We do not allow cell phones in-

                                     FOX
                         Sorry.  Forgot I had it.  So, I've 
                         come to explain why we're going to 
                         have to put our deal on hold...

               Lau stares at Fox.  Clearly furious.  Fox smiles.

-----------------------------------------------------------------------------------------------------
                                                                        38.


                                     FOX (CONT'D)
                         We can't afford to be seen to do 
                         business with... well, whatever it 
                         is you're accused of being.  A 
                         businessman of your stature will 
                         understand.

               Lau gets up.  Silent.  Fox retrieves his phone.  Stands.

                                     LAU
                              (cold)
                         I think, Mr. Fox, that a simple phone 
                         call might have sufficed.

                                     FOX
                         Well, I do love Chinese food.  And 
                         Mr. Wayne didn't want you to think 
                         we'd been deliberately wasting your 
                         time.

                                     LAU
                         Just accidentally wasting it.

                                     FOX
                              (laughs)
                         That's very good- "accidentally."  
                         Very good.  I'll be sure and tell 
                         Mr. Wayne that he was wrong about 
                         you not having a sense of humor.

          65   INT. LOBBY, L.S.I.HOLDINGS -- DAY                             65   

               Lucius walks back through security.  Nods at the VP, who 
               bows, offering Lucius his cell phone.  Lucius shakes his 
               head, holds up the IDENTICAL PHONE.  The VP smiles, nods, 
               puts the phone back into the tray with several others.

          66   INT. HOLD, C-130 CARGO HAULER -- DAWN                         66   

               Two SMUGGLERS steal glances at Wayne, crouched at the rear 
               in balaclava and flight suit.  The COPILOT signals Wayne, 
               who pulls on his oxygen mask and stands up.  The rear of the 
               plane OPENS.  Wayne steps to the edge, then JUMPS.

          67   EXT. SKIES ABOVE HONG KONG -- DAWN                            67   

               Moving across the water towards Hong Kong harbor...tiny figure 
               DROPS into frame, PLUMMETING towards the water-

               SPEEDING past the highest floors of skyscrapers, seconds 
               from impact.  Wayne PULLS the chute- DROPS into the water...

          68   EXT. BENEATH FREEWAY, HONG KONG HARBOR -- DAY                 68   

               Wayne pulls himself out of the water, dragging up his pack.

-----------------------------------------------------------------------------------------------------
                                                                        39.


          69   EXT. CENTRAL ESCALATORS -- DAY                                69   

               Wayne stops halfway up the crowded commuter escalator.  He 
               takes a camera and lines up a shot like any tourist.

                                     FOX (O.S.)
                         There's a better view from the peak 
                         tram.

               Wayne turns to find Fox standing there, street map out.

                                     WAYNE
                         How's the view from L.S.I. Holdings?

                                     FOX
                         Restricted.  Lau's holed up in there 
                         good and tight.  Here...

               Fox shows Wayne the phone.  The display: a 3-D map of Lau's 
               office suite.  Wayne takes the phone, impressed.

                                     WAYNE
                         What's this?

                                     FOX
                         I had R and D work it up- it sends 
                         out high frequencies and records the 
                         response time to map an environment.

                                     WAYNE
                              (smiles)
                         Sonar.  Just like a b-

                                     FOX
                         Submarine.  Like a submarine.

                                     WAYNE
                         And the other device?

                                     FOX
                         In place.

               Wayne nods, moves away.

                                     FOX (CONT'D)
                         Mr. Wayne?
                              (Wayne turns)
                         Good luck.

          70   EXT. HONG KONG -- NIGHT                                       70   

               Moving towards the tallest building in the glittering skyline 
               to find Wayne, crouched on the roof.  The blades of his 
               gauntlets CLICK into place.  He dons the helmet-like cowl.

-----------------------------------------------------------------------------------------------------
                                                                        40.


               His "cape" is in the form of a hard faceted PACK.

               He stands- pulls two black boxes from his belt, CLICKS them 
               together and UNFOLDS them into a RIFLE-LIKE DEVICE.  Batman 
               SCOPES a second, lower building.  Adjust a setting and FIRES-- 
               four times...

               Four small STICKY BOMBS SLAP onto the glass of the lower 
               building.  They have visible timers which are COUNTING DOWN.

          71   INT. LOBBY, L.S.I.HOLDINGS -- NIGHT                           71   

               Lucius' cell phone GLOWS in the box under the Security Guard's 
               desk.  CHARACTERS race across the screen.

               Then the monitor FLICKERS off, the lights DIM and all of the 
               security doors in the front of the building OPEN at once.

               The Guard grabs his radio- CALLS FOR HELP...

          72   EXT. ROOFTOP OVERLOOKING L.S.I.HOLDINGS                       72   

               Batman LAUNCHES into the glittering night, DROPPING from the 
               tall tower... his pack BURSTS OPEN, becoming his BAT WINGS-
               he GLIDES down to the lower building, STREAKING around it, 
               BANKING HARD to line up with a window in the rear...

          73   INT. LAU'S OFFICE, L.S.I. HOLDINGS -- NIGHT                   73   

               Lau is talking on the phone, staring at a profit projection 
               on a flat screen monitor.  Suddenly the room goes dark.

          74   EXT. L.S.I. HOLDINGS -- CONTINUOUS                            74   

               As Batman HURTLES towards the glass he COLLAPSES his wings, 
               WRAPPING his cape around himself and CANNONBALLING THROUGH

               THE GLASS--

          75   INT. LAU'S OFFICE SUITE, L.S.I. HOLDINGS -- NIGHT             75   

               ROLLING across the floor in a flurry of broken glass...

          76   INT. LAU'S OFFICE, TOP FLOOR, L.S.I. HOLDINGS -- NIGHT        76   

               Lau pulls out a HANDGUN.

          77   INT. HALLWAY, L.S.I. HOLDINGS -- NIGHT                        77   

               Lau steps into the hallway.  His BODYGUARDS are waiting for 
               him, carrying FLASHLIGHTS.

                                     LAU
                         Where the hell are the cops?

-----------------------------------------------------------------------------------------------------
                                                                        41.


                                     BODYGUARD
                         Coming.

                                     LAU
                         What the hell am I paying them for?

               They head for the stairwell.

          78   EXT. L.S.I. HOLDINGS -- NIGHT                                 78   

               A small ARMY of Hong Kong police lead by a HONG KONG DETECTIVE 
               descends on the building.

          79   INT. MEZZANINE LEVEL, L.S.I. HOLDINGS -- NIGHT                79   

               Lau and his men make their way out onto the mezzanine.

               Across the room, something makes a CRASHING SOUND.  Lau's 
               men fan out, trying to cover the room with their flashlights.

               Suddenly, one of the flashlights goes DARK.  Then another.

               Someone SCREAMS.

               Lau FIRES.  Then FIRES again.  The muzzle flash from his 
               weapon STROBES the room.

          80   EXT. L.S.I. HOLDINGS, HONG KONG -- NIGHT                      80   

               Cops SWARM into the building.  A LOBBY SECURITY GUARD directs 
               the Hong Kong Detective where to go...

          81   INT. OFFICE, L.S.I.HOLDINGS -- NIGHT                          81   

               Lau LOCKS the door.  RELOADS.  The door is KICKED open.  Lau 
               FIRES.  No one is there.

               Lau stares, finger restless on the trigger.  From his right-- 
               a NOISE.  He turns and FIRES.

               In the muzzle FLASH: Batman, bearing down on him like a demon.

               Lau FIRES, and FIRES again as Batman TACKLES him.  Batman 
               pulls out a SMALL PACK- STRAPS it onto Lau-

               The COUNTER on the sticky bombs hits 0-

               The Hong Kong Detective and the Cops BURST into the room- 
               the WALL AND CEILING BEHIND BATMAN AND LAU EXPLODES- revealing 
               the dawn sky above Hong Kong.

               The Detective looks around as he hears a LOW RUMBLE...

-----------------------------------------------------------------------------------------------------
                                                                        42.


               Batman JERKS the RIPCORD on Lau's pack.  Cops cower as a 
               WEATHER BALLOON EXPLODES out of the pack, unreeling high-
               test nylon.  The Cops cock their weapons.

               Lau looks up.  Bemused.  The weather balloon is two hundred 
               feet up, swaying gently.  The RUMBLE BUILDS...

               Suddenly, a MASSIVE C-130 ROARS over.  The large V on the 
               front of the plane SNAGS the line- Lau and BATMAN are YANKED 
               THROUGH THE HOLE IN THE CEILING--

               Lau SCREAMS as he and Batman SOAR UP INTO THE DAWN SKY...

               The Detective looks up.  Batman and Lau are gone.

          82   INT. GORDON'S OFFICE, MCU, GOTHAM CENTRAL -- DAY              82   

               Gordon is looking through case files.  Ramirez walks in.

                                     RAMIREZ
                         You're gonna want to see this.

          83   EXT. MCU -- DAY                                               83   

               Gordon follows Ramirez through a CROWD of excited cops.  On 
               the ground, trussed like a chicken- Lau.  A sign taped to 
               his chest: 'Please deliver to Lieutenant Gordon.'

          84   INT. INTERROGATION ROOM, MCU, GOTHAM CENTRAL -- DAY           84   

               Lau sits next to his sleazy lawyer, EVANS.  Rachel walks in.

                                     RACHEL
                         Give us the money and we'll deal.

                                     LAU
                         The money is the only reason I'm 
                         still alive.

               Rachel leans forward, speaking softly.  Clearly.

                                     RACHEL
                         You mean when they hear that you've 
                         helped us they're going to kill you?

                                     EVANS
                         Are you threatening my client?

                                     RACHEL
                         No, I'm just assuming your client's 
                         cooperation with this investigation.
                         As will everyone.
                              (moves to the door)
                         Enjoy your stay in County, Mr.Lau.

-----------------------------------------------------------------------------------------------------
                                                                        43.


                                     LAU
                         Wait.
                              (Rachel stops)
                         I won't give you the money, but I'll 
                         give you my clients.  All of them.

                                     RACHEL
                         You were a glorified accountant- 
                         what could you have on all of them 
                         that we could charge?

                                     LAU
                         I'm good with calculation- I handled 
                         all their investments.  One big pot.

          85   INT. OBSERVATION ROOM, MCU, GOTHAM CENTRAL -- DAY             85   

               Dent hits a buzzer.  Turns to Gordon.

                                     DENT
                         I've got it.  RICO.  If their money 
                         was pooled we can charge all of them 
                         as one criminal conspiracy.

                                     GORDON
                         Charge them with what?

               Rachel enters.

                                     DENT
                         In a RICO case if we can charge any 
                         of the conspirators with a felony-

                                     RACHEL
                         We can charge all of them with it.

               Dent nods at Rachel, excited.

          86   INT. INTERROGATION ROOM, MCU, GOTHAM CENTRAL -- DAY           86   

               Rachel comes back in.

                                     RACHEL
                         Mr. Lau, do you have details of this 
                         communal fund?  Ledgers, notebooks...?

                                     LAU
                              (smiles)
                         Immunity, protection and a chartered 
                         plane back to Hong Kong.

                                     RACHEL
                         Once you've testified in open court.  
                         So with your clients locked up, what 
                         happens to all that money?

-----------------------------------------------------------------------------------------------------
                                                                        44.


                                     LAU
                         Like I said- I'm good with 
                         calculation.

          87   INT. OBSERVATION ROOM, MCU, GOTHAM CENTRAL -- CONTINUOUS      87   

               Dent and Gordon watch Lau.

                                     GORDON
                         He can't go to County.  I'll keep 
                         him here in the holding cells.

                                     DENT
                         What is this Gordon, your fortress?

                                     GORDON
                         You trust them over at County?

                                     DENT
                         I don't trust them here.

                                     GORDON
                         Lau stays.

                                     DENT
                         It's your call, Lieutenant.  Be right.

                                     GORDON
                         I am, counselor.

          88   EXT. CITY HALL -- DAY                                         88   

               Dent stands in front of a small crowd of reporters.

                                     REPORTER
                         The Chinese government claim their 
                         international rights have been broken.

                                     DENT
                         I don't know about Mr. Lau's travel 
                         arrangements...

          89   INT. RESTAURANT -- CONTINUOUS                                 89   

               Dent's press conference plays on a TV in the corner.

                                     DENT
                              (grins)
                         ...but I'm sure glad he's back.

               Maroni and the Chechen are watching the TV.

                                     CHECHEN
                         I put word out.  We hire the clown.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        45.


                                     CHECHEN (CONT'D)
                              (off look)
                         He was right.  We have to fix real 
                         problem.  Batman.

               Maroni shakes his head.  Spots Gordon walking over dangling 
               a pair of handcuffs.  Nods at the TV.

                                     GORDON
                         Our boy looks good on the tube.

                                     MARONI
                         You sure you want to embarrass me in 
                         front of my friends, Lieutenant?

                                     GORDON
                         Don't worry, they're coming, too.

               Gordon points out the window to a PRISON BUS.

          90   EXT. VARIOUS DOWNTOWN AND OUTLYING LOCATIONS -- DAY           90   

               Prison buses in every neighborhood.  COPS load them with 
               CRIMINALS.  Stephens puts Crime Boss in a prison bus.

          91   INT. COURTROOM A, GOTHAM MUNICIPAL COURTHOUSE -- DAY          91   

               JUDGE SURRILLO reads the list of charges.

                                     JUDGE SURRILLO
                         ...849 counts racketeering, 246 counts 
                         fraud, 87 counts conspiracy murder...

               Judge Surrillo turns the page.  A PLAYING CARD sits there.  
               A Joker.  He glances at it, curious, puts it to one side.

                                     JUDGE SURRILLO (CONT'D)
                         ...how do the defendants plead?

               An ARMY of DEFENSE LAWYERS jostle YELLING ALL AT ONCE.  The 
               STENOGRAPHER looks up, helpless.

          92   INT. MAYOR'S OFFICE -- DAY                                    92   

               The MAYOR, COMMISSIONER LOEB, and Gordon look up as Dent 
               enters.

                                     MAYOR
                         DENT!  What was that circus?!

                                     DENT
                         I asked Gordon to make some arrests.

-----------------------------------------------------------------------------------------------------
                                                                        46.


                                     LOEB
                              (looks at report)
                         Five hundred and-

                                     GORDON
                         Forty-nine, sir.

               Gordon nods at Dent, approving.  Dent grins back.

                                     MAYOR
                         549 criminals at once?!  How did you 
                         convince Surrillo to hear this farce?

                                     DENT
                         She shares my enthusiasm for justice.  
                         After all, she is a judge.

                                     MAYOR
                         Even if you blow enough smoke to get 
                         convictions out of Surrillo, you'll 
                         set a new record at appeals for 
                         quickest kick in the ass.

                                     DENT
                         It won't matter.  The head guys make 
                         bail, sure... but the mid-level guys, 
                         they can't, and they can't afford to 
                         be off the streets long enough for 
                         trial and appeal.  They'll cut deals 
                         that include some jail time.  Think 
                         of all you could do with 18 months 
                         of clean streets.

               The Mayor waves Gordon and Loeb out.

                                     MAYOR
                         The public likes you, Dent.  That's 
                         the only reason this might fly.  But 
                         that means it's on you.  They're all 
                         coming after you, now.  Not just the 
                         mob... politicians, journalists, 
                         cops-anyone whose wallet's about to 
                         get lighter.  Are you up to it?
                              (Dent smiles)
                         You better be.  They get anything on 
                         you... those criminals will be back 
                         on the streets...

               The Mayor turns to look out of the window.  Quiet.

                                     MAYOR (CONT'D)
                         Followed swiftly by you and me-

               BANG!  A DARK SHAPE CRACKS THE GLASS in front of the Mayor's 
               nose.  Dent rushes to the window, looks out...

-----------------------------------------------------------------------------------------------------
                                                                        47.


          93   EXT. CITY HALL -- CONTINUOUS                                  93   

               PEDESTRIANS look up, someone SCREAMS, someone POINTS- five 
               stories up... SWINGING from a FLAGPOLE...

               BATMAN.  HANGING BY HIS NECK.  DEAD.  His mouth roughly 
               painted in a DEMONIC CLOWN SMILE.

          94   EXT. CITY HALL -- MOMENTS LATER                               94   

               "Batman" is lowered from the flagpole.  The same fake Batman 
               we saw earlier.  Pinned to his chest by a KNIFE, a PLAYING 
               CARD.  A Joker.  Gordon moves closer to the body.  The card 
               has writing on it: WILL THE REAL BATMAN PLEASE STAND UP?

          95   INT. WAYNE PENTHOUSE -- DAY                                   95   

               Wayne comes into the living room, excited.  Alfred is 
               supervising party arrangements.

                                     WAYNE
                         How's it going?

                                     ALFRED
                         I think your fundraiser will be a 
                         great success, sir.

                                     WAYNE
                         And why do you think I wanted to 
                         hold a party for Harvey Dent?

                                     ALFRED
                         I assumed it was your usual reason 
                         for socialising beyond myself and 
                         the scum of Gotham's underbelly: to 
                         try and impress Miss Dawes.

                                     WAYNE
                         Very droll.  But very wrong.  Actually 
                         it's Dent.  You see-

                                     MAYOR
                         Wayne trails off as he spots something 
                         on the television: the Batman HANGING 
                         as from a NEWS CAMERA, framed by a 
                         graphic that reads 'BATMAN DEAD?'  . 
                         Image cuts to Engel in the studio.

                                     ENGEL
                         ...Police released video footage 
                         found concealed on the body.  
                         Sensitive viewers be aware: it is 
                         disturbing.

-----------------------------------------------------------------------------------------------------
                                                                        48.


               The image cuts to a BLINDFOLDED MAN, wearing a makeshift 
               Batman costume- face bruised and bloody.  In some kind of 
               bright, fluorescent-lit room.

                                     VOICE
                         Tell them your name.

                                     MAN
                              (weak)
                         Brian Douglas.

                                     VOICE
                         Are you the real Batman?

                                     MAN
                         No.

                                     VOICE
                         Why do you dress up like him?

                                     MAN
                         He's a symbol... that we don't have 
                         to be afraid of scum like you...

                                     VOICE
                         But you do, Brian.  You really do.  
                         You think the Batman's helped Gotham?

               Brian nods uncertainly...

                                     VOICE (CONT'D)
                         Look at me.
                              (Brian looks down)
                         LOOK AT ME!

               Brian looks up- the camera swings into the face of the Joker, 
               in CHALK-WHITE makeup, RED SMEAR of lipstick on his SCARS.

                                     THE JOKER
                         This is how crazy Batman's made 
                         Gotham.  You want order in Gotham?  
                         Batman has to go.  So...
                              (leans in)
                         Batman must take off his mask, and 
                         turn himself in.  Every day he 
                         doesn't... people will die.  Starting 
                         tonight.  I'm a man of my word.

               The tape cuts to STATIC.

               Wayne turns to Alfred.  Silent.

-----------------------------------------------------------------------------------------------------
                                                                        49.


          96   INT. WAYNE PENTHOUSE -- EVENING                               96   

               Dent and Rachel get off the lift.  Dent stands in awe of the 
               penthouse and its guests.

                                     RACHEL
                         Now I've seen it all: Harvey Dent, 
                         scourge of the underworld, scared 
                         stiff by the trust fund brigade.

               Rachel spots someone and darts off-

                                     DENT
                         Rachel-

                                     ALFRED
                         A little liquid courage, Mr. Dent?

               Dent turns to see Alfred with drinks on a silver tray.

                                     DENT
                         Thanks.  Alfred, right?

                                     ALFRED
                         Yes, sir.

                                     DENT
                         Rachel talks about you all the time.  
                         You've known her her whole life?

                                     ALFRED
                         Not yet, sir.

                                     DENT
                              (smiles, surveys crowd)
                         Any psychotic ex-boyfriends I should 
                         be aware of?

                                     ALFRED
                         Oh, you have no idea.

               Alfred leaves Dent standing there, puzzled.  The crowd REACTS 
               as a LOUD ROAR drowns conversation... Dent looks out-

          97   EXT. HELIPAD, WAYNE PENTHOUSE -- CONTINUOUS                   97   

               Wayne's CHOPPER touches down.  He spills out with a clutch 
               of

               SUPERMODELS...

          98   INT. WAYNE PENTHOUSE -- CONTINUOUS                            98   

               Wayne and the supermodels come out of the helipad elevator-

-----------------------------------------------------------------------------------------------------
                                                                        50.


                                     WAYNE
                         Sorry, I'm late- glad you started 
                         without me!  Where's Rachel?!

               Rachel cringes slightly.  Wayne spots her.

                                     WAYNE (CONT'D)
                         Rachel Dawes- my oldest friend.  
                         When she told me she was dating Harvey 
                         Dent, I had one thing to say... the 
                         guy from those god-awful campaign 
                         commercials?

               Laughter.  Dent shifts, embarrassed.

                                     WAYNE (CONT'D)
                         II Believe in Harvey Dent.' Nice 
                         slogan, Harvey.  Certainly caught 
                         Rachel's attention.  But then I 
                         started paying attention to Harvey, 
                         and all he's been doing as our new 
                         D.A., and you know what?  I believe 
                         in Harvey Dent.  On his watch, Gotham 
                         can feel a little safer.  A little 
                         more optimistic.  So get out your 
                         checkbooks and let's make sure that 
                         he stays right where all of Gotham 
                         wants him...
                              (raises his glass)
                         All except Gotham's criminals, of 
                         course.  To the face of Gotham's 
                         bright future- Harvey Dent.

               Dent smiles accepting the toast.

          99   INT. CORRIDOR, MCU -- EVENING                                 99   

               Ramirez catches up to Gordon, holding paperwork.

                                     RAMIREZ
                         That Joker card pinned to the body?  
                         Forensics found three sets of D.N.A..

                                     GORDON
                         Any matches?

                                     RAMIREZ
                         All three.

               Gordon STOPS.  Turns to face her.

                                     RAMIREZ (CONT'D)
                         The D.N.A. belongs to Judge Surrillo, 
                         Harvey Dent and Commissioner Loeb.

-----------------------------------------------------------------------------------------------------
                                                                        51.


                                     GORDON
                         The Joker's telling us who he's 
                         targeting- get a unit to Surrillo's 
                         house, tell Wuertz to find Dent- get 
                         them both into protective custody.  
                         Where's the Commissioner?

                                     RAMIREZ
                         City hall.

                                     GORDON
                         Seal the building.  No one in or out 
                         till I get there.

         100   EXT. DECK, WAYNE'S PENTHOUSE -- EVENING                      100   

               Wayne walks out to the edge of the balcony and looks over 
               Gotham.  Hears someone behind him- Rachel.

                                     RACHEL
                         Harvey may not know you well enough 
                         to understand when you're making fun 
                         of him.  But I do.

                                     WAYNE
                              (shakes his head)
                         I meant every word.

               Wayne moves closer to Rachel.  Takes her arm.

                                     WAYNE (CONT'D)
                         The day you once told me about, the 
                         day when Gotham no longer needs 
                         Batman.  It's coming.

               Rachel looks at Wayne.  Conflicted.  He moves closer.

                                     RACHEL
                         You can't ask me to wait for that.

               Wayne takes Rachel's arms, looking at her, excited.

                                     WAYNE
                         It's happening now- Harvey is that 
                         hero.  He locked up half the city's 
                         criminals, and he did it without 
                         wearing a mask.  Gotham needs a hero 
                         with a face.

                                     DENT
                         You can throw a party, Wayne, I'll 
                         give you that.  Thanks again.  Mind 
                         if I borrow Rachel?

-----------------------------------------------------------------------------------------------------
                                                                        52.


               Rachel glances back at Wayne as she moves to Dent.  Wayne 
               watches them head inside.

         101   EXT. STREET, GOTHAM HEIGHTS -- EVENING                       101   

               Two MEN in suits knock at a Brownstone.  The door is opened 
               by Judge Surrillo.  The two Men hold up BADGES.

         102   EXT. CITY HALL -- EVENING                                    102   

               Gordon enters through a tight police presence at the doors.

         103   INT. POLICE COMMISSIONER'S OFFICE -- EVENING                 103   

               Gordon enters to find Loeb, flanked by armed cops.

                                     COMMISSIONER LOEB
                         Gordon, what are you playing at?

               Gordon checks the window.  Turns to his men.

                                     GORDON
                         We're secure.  I want a floor-by-
                         floor search of the entire building.
                              (turns to Loeb)
                         I'm sorry, sir.  We believe the Joker 
                         has made a threat against your life.

                                     LOEB
                         Gordon, you're unlikely to discover 
                         this for yourself, so take my word- 
                         the Police Commissioner earns a lot 
                         of threats...

               Loeb pulls a bottle of whisky and a tumbler from a drawer.

                                     LOEB (CONT'D)
                         I found the appropriate response to 
                         these situations a long time ago...

         104   EXT. STREET, GOTHAM HEIGHTS -- EVENING                       104   

               The second man is waiting by the Judge's car.

                                     SURRILLO
                         Gordon wants me to go right now?

                                     MAN 1
                         These are dangerous people, Judge.  
                         Even we don't know where you're going.

               He hands Surrillo a sealed envelope.  Opens the car door.

-----------------------------------------------------------------------------------------------------
                                                                        53.


                                     MAN 2
                         Get in, then open the envelope.  
                         It'll tell you where you're headed.

               Surrillo climbs in.  Watches them drive away.  She opens the 
               envelope- pulls out a sheet of paper.  One word on it:

               'UP'.

               Surrillo's car EXPLODES, heaving the car upwards on a 
               FIREBALL.

               A PASSERBY is thrown to the ground.  After a moment, BURNING 
               DEBRIS flutters down on him.  PLAYING CARDS.  JOKERS.

         105   INT. POLICE COMMISSIONER'S OFFICE -- CONTINUOUS              105   

               Loeb pours himself a glass of whisky.

                                     LOEB
                         You get to explain to my wife why 
                         I'm late for dinner, Lieutenant.

                                     GORDON
                         Sir, the Joker card had a trace of 
                         your D.N.A. on it-

               A bang at the door.  Gordon pulls his weapon, then opens it.

                                     STEPHENS
                         Just the normal number of bad guys 
                         in the building- and they're all 
                         city employees.  Here's a list.

                                     LOEB
                         How'd they get my D.N.A.?

               Gordon looks at Stephens's list.

                                     GORDON
                         Somebody with access to your house 
                         or office must've lifted a tissue or 
                         a glass...

               Gordon, realizing, spins around-

                                     GORDON (CONT'D)
                         Wait-

               But Loeb is already CHOKING- he DROPS his tumbler onto the 
               desk- the spilled whiskey is SMOKING, eating into the wood.

                                     GORDON (CONT'D)
                         Get a medic!

-----------------------------------------------------------------------------------------------------
                                                                        54.


               Loeb COLLAPSES.

         106   INT. KITCHEN, WAYNE PENTHOUSE -- EVENING                     106   

               Dent pulls Rachel into the kitchen, away from the crowd.

                                     DENT
                         You cannot leave me on my own with 
                         these people.

                                     RACHEL
                         The whole mob's after you and you're 
                         worried about these guys?

                                     DENT
                         Compared to this, the mob doesn't 
                         scare me.  Although, I will say: 
                         them gunning for you makes you see 
                         things clearly.

                                     RACHEL
                         Oh, yeah?

                                     DENT
                         Yeah.  It makes you think about what 
                         you couldn't stand losing.  And who 
                         you want to spend the rest of your 
                         life with...

               Rachel looks at Dent.  Smiles.

                                     RACHEL
                         The rest of your life, huh?  That's 
                         a pretty big commitment.

                                     DENT
                         Not if the mob has their way.

                                     RACHEL
                         Don't.

                                     DENT
                         Okay.  Let's be serious.  What's 
                         your answer?

               Rachel looks at him.

                                     RACHEL
                         I don't have an answer.

         107   INT. LIVING ROOM, PENTHOUSE -- NIGHT                         107   

               Half the guests are on their cell phones.  An ASSISTANT DA 
               turns to his COLLEAGUE.

-----------------------------------------------------------------------------------------------------
                                                                        55.


                                     ASSISTANT DA
                         Surrillo and Loeb?

               There is a KNOCK at the front door.  Alfred opens it- find 
               Detective Wuertz, who holds up his badge.  Alfred beckons 
               him in- there is a SHOTGUN at the back of his head held by-

               The Joker- purple suit, make up.  With friends.  The Joker 
               SMASHES Wuertz over the head- steps over him, RACKING the 
               shotgun.

                                     THE JOKER
                         Good evening.  We're the 
                         entertainment.

         108   INT. KITCHEN, WAYNE PENTHOUSE -- NIGHT                       108   

               Rachel is looking at Dent.  Torn.

                                     DENT
                         I guess no answer isn't "no".

                                     RACHEL
                         I'm sorry, Harvey.  I just...

                                     DENT
                         It's someone else, isn't it?

               Wayne is moving up behind him.  Fast-

                                     DENT (CONT'D)
                         Just tell me it's not Wayne.  The 
                         guy's a complete-

               Rachel's eyes go wide as Wayne puts Dent in a SLEEPER HOLD--

                                     RACHEL 
                         What are you doing?!

               Dent SLUMPS, unconscious in Wayne's arms.

                                     WAYNE
                         They've come for him.

               From the main room- A SHOTGUN BLAST followed by SCREAMS.

               Wayne stuffs Dent in a closet- puts a mop through the handles.  
               Rushes past Rachel-

                                     WAYNE (CONT'D)
                         Stay hidden.

         109   INT. LIVING ROOM, WAYNE'S PENTHOUSE -- NIGHT                 109   

               The Joker and his THUGS pour into the room, weapons raised.

-----------------------------------------------------------------------------------------------------
                                                                        56.


         110   INT. HALLWAY, WAYNE PENTHOUSE -- NIGHT                       110   

               A THUG appears in front of Wayne, toting a shotgun.

                                     THUG
                         Hands up, pretty boy.

               Wayne FLIPS the shotgun around in the man's hands- uses it 
               as a fulcrum to SNAP his forearm- SMASHES him in the jaw 
               with the stock without breaking step, field stripping the 
               shotgun and tossing the pieces in different directions.

         111   INT. LIVING ROOM, WAYNE'S PENTHOUSE -- NIGHT                 111   

               The Joker moves through the terrified guests.  Smiling.

                                     THE JOKER
                         I only have one question: where is 
                         Harvey Dent?
                              (silence)
                         I'll settle for his loved ones...

               A distinguished Gentleman steps into the Joker's path.

                                     GENTLEMAN
                         We're not intimidated by thugs.

               The Joker stops.  Stares at the man.  SMILES AFFECTIONATELY.

                                     THE JOKER
                         You know, you remind me of my father.
                              (GRABS him)
                         I hated my father.

               The Joker has his blade in the Gentleman's mouth.

                                     RACHEL
                         Stop!

               The Joker drops the Gentleman.  Turns to Rachel.

                                     THE JOKER
                         Hello, beautiful.  You must be 
                         Harvey's squeeze.
                              (runs his knife across 
                              her cheek)
                         And you are beautiful.  You look 
                         nervous- it's the scars isn't it?  
                         Wanna know how I got them?  I had a 
                         wife, beautiful like you.  Who tells 
                         me I worry too much.  Who says I 
                         need to smile more.  Who gambles.  
                         And gets in deep with the sharks.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        57.


                                     THE JOKER (CONT'D)
                         One day they carve her face, and 
                         we've got no money for surgeries.  
                         She can't take it.
                              (presses knife into 
                              her cheek)
                         I just want to see her smile again.  
                         I just want her to know I don't care 
                         about the scars.  So I put a razor 
                         in my mouth and do this to myself... 
                         And you know what?
                              (starts laughing)
                         She can't stand the sight of me...
                              (or crying)
                         She leaves!  See, now I see the funny 
                         side.  Now I'm always smiling.

         112   INT. MASTER BEDROOM, WAYNE PENTHOUSE -- NIGHT                112   

               Wayne walks in.  A COUPLE are hastily putting themselves 
               back together, alerted by the noise.

                                     MALE GUEST
                         What's going on out there, Wayne?

               Wayne doesn't answer.  He walks into a closet and pulls at a 
               FALSE WALL.  Wayne steps into the safe room.

                                     FEMALE GUEST
                         Thank god- you've got a panic room.

               The door SLAMS shut and seals with a HISS.

                                     MALE GUEST
                         Wait!  You can't-

                                     FEMALE GUEST
                         You've got to be kidding me.

         113   INT. LIVING ROOM, WAYNE'S PENTHOUSE -- NIGHT                 113   

               The Joker raises his knife from Rachel's cheek.  She SLUGS 
               him.  He smiles.

                                     THE JOKER
                         A little fight in you.  I like that.

                                     BATMAN
                         Then you're going to love me.

               The Joker turns.  Batman catches him with a BLOW, spins him 
               down and DISARMS him- the Joker's men jump him- Batman takes 
               them out two at a time- DISARMING thugs- BREAKING forearms--
               the Joker CLICKS a BLADE from the toe of his shoe and KICKS-
               JABBING BETWEEN THE PLATES OF ARMOR covering Batman's ribcage-

-----------------------------------------------------------------------------------------------------
                                                                        58.


               Batman HURLS the Joker across the room.  One of the Joker's 
               men LUNGES- Batman lays him out cold.

               The Joker has another knife pressed to Rachel's neck.

                                     BATMAN (CONT'D)
                         Drop the knife.

                                     THE JOKER
                         Sure.  Just take off your mask and 
                         show us all who you are...

               Rachel shakes her head at Batman.  The Joker raises his 
               shotgun to the side and BLOWS OUT the pane of glass next to 
               him.  The Joker dangles Rachel out the window.

                                     BATMAN
                         Let her go.

                                     THE JOKER
                              (laughs)
                         Very poor choice of words...

               He lets her DROP- Rachel falls onto a SLOPING GLASS ROOF- 
               sliding towards the edge.  Batman DIVES after her-

         114   EXT. BUILDING -- NIGHT                                       114   

               They DROP- Batman FIRES his grapple, SNAGGING Rachel's ankle- 
               activates one wing of his cape- They SPIN and SLOW- Batman 
               envelopes Rachel- they SLAM into the hood of a passing taxi.

         115   INT. TAXI -- CONTINUOUS                                      115   

               The DRIVER SCREAMS as Batman and Rachel hit the roof- ROLL 
               down the windshield- onto the pavement.  Alive.

         116   INT. CAR -- CONTINUOUS                                       116   

               The Joker looks back as his car SPEEDS away.  He's breathing 
               hard, EXHILARATED.  He touches the blood running down his 
               sweaty white makeup.  SMACKS the back of the driver's seat-

                                     DRIVER
                         What do we do about Dent?

                                     THE JOKER
                         I'm a man of my word.

         117   EXT. TAXI -- CONTINUOUS                                      117   

               Rachel opens her eyes.

                                     BATMAN
                         Are you alright?

-----------------------------------------------------------------------------------------------------
                                                                        59.


                                     RACHEL
                         Let's not do that again, okay?
                              (looks around)
                         Is Harvey-?

                                     BATMAN
                         He's safe.

               Rachel lies back, breathing.  Looks up at Batman.

                                     RACHEL
                         Thank you.

         118   INT. MAJOR CRIMES UNIT, GOTHAM CENTRAL -- DAY                118   

               STEPHENS is talking to Gordon, subdued.

                                     STEPHENS
                         Jim, it's over.

                                     GORDON
                         As long as they don't get to Lau, 
                         we've cut off their funds.

                                     STEPHENS
                         But the prosecution's over.

                                     STEPHENS (CONT'D)
                         No-one's standing up in front of a 
                         Judge while judges and police 
                         commissioners are getting blown away.

                                     GORDON
                         What about Dent?

                                     STEPHENS
                         If he's got any sense, Dent's halfway 
                         to Mexico by now.

               The door BURSTS OPEN.  Dent.  Fire in his eyes.

                                     DENT
                         So where do you keep your trash?

               Gordon looks at Dent.  Impressed.

         119   INT. SPECIAL HOLDING AREA, MCU, GOTHAM CENTRAL -- DAY        119   

               Lau looks up as Dent walks in, holding a bullet proof vest.

                                     DENT
                         You're due in court- I need you alive 
                         long enough to get you on the record.

-----------------------------------------------------------------------------------------------------
                                                                        60.


                                     LAU
                         No way.  You can't protect me- you 
                         can't even protect yourselves.

               Dent THROWS the heavy vest at Lau.

                                     DENT
                         Refuse to cooperate on the stand- 
                         you won't be coming back here- you'll 
                         go to county.  How long do you 
                         calculate you'll last in there?

         120   INT. BAT-BUNKER -- DAY                                       120   

               Wayne sits at his video screens- they all play the Joker's 
               video with different IMAGE TREATMENTS and SOUND TUNINGS.

               Wayne turns to Alfred.  Indicates the screens.

                                     WAYNE
                         Targeting me won't get their money 
                         back.  I knew the mob wouldn't go 
                         down without a fight, but this is 
                         different.  They've crossed a line.

                                     ALFRED
                         You crossed it first, sir.  You've 
                         hammered them, squeezed them to the 
                         point of desperation.  And now, in 
                         their desperation they've turned to 
                         a man they don't fully understand.

               Wayne gets up from his monitors, raises the bat-cabinet.

                                     WAYNE
                         Criminals aren't complicated, Alfred.  
                         We just have to figure out what he's 
                         after.

                                     ALFRED
                         Respectfully, Master Wayne, perhaps 
                         this is a man you don't fully 
                         understand, either.
                              (looks at Wayne)
                         I was in Burma.  A long time ago.  
                         My friends and I were working for 
                         the local government.  They were 
                         trying to buy the loyalty of tribal 
                         leaders, bribing them with precious 
                         stones.  But their caravans were 
                         being raided in a forest north of 
                         Rangoon by a bandit.  We were asked 
                         to take care of the problem, so we 
                         started looking for the stones.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        61.


                                     ALFRED (CONT'D)
                         But after six months, we couldn't 
                         find anyone who had traded with him.

                                     WAYNE
                         What were you missing?

                                     ALFRED
                         One day I found a child playing with 
                         a ruby as big as a tangerine.
                              (shrugs)
                         The bandit had been throwing the 
                         stones away.

                                     WAYNE
                         So why was he stealing them?

                                     ALFRED
                         Because he thought it was good sport.  
                         Because some men aren't looking for 
                         anything logical, like money... they 
                         can't be bought, bullied, reasoned 
                         or negotiated with.
                              (grave)
                         Some men just want to watch the world 
                         burn.

               Wayne stares at Alfred.  Reaches for the bat-suit.

         121   EXT. SKYLINE OF GOTHAM -- DAWN                               121   

               MOVING over the city we hear myriad RADIO CALLS going out 
               over the ether.  CLOSE IN on a lonely figure on top of a 
               skyscraper.  The Batman.  Listening with his million dollar 
               earpieces.  From the babble, ONE VOICE EMERGES.

                                     DISPATCH (O.S.)
                         Your name, sir.  Please state-

                                     VOICE (O.S.)
                         8th at orchard.  You'll find Harvey 
                         Dent there.

         122   EXT. 8TH STREET AT ORCHARD -- DAWN                           122   

               An UNMARKED and a SQUAD CAR screech to a halt.  Gordon and 
               Ramirez get out, lead two UNIFORMS into the building.

         123   INT. APARTMENT, EIGHT AVE. -- CONTINUOUS                     123   

               The door SMASHES OPEN, Gordon- gun drawn- takes in the scene.

               TWO DEAD MEN sitting at the kitchen table.  They each have a 
               HAND OF CARDS, as if in the middle of a game.  ALL JOKERS.

-----------------------------------------------------------------------------------------------------
                                                                        62.


               Gordon and Ramirez STARE at the CRUDE LEERS carved into their 
               faces.  Their DRIVERS LICENSES are pinned to their chests.

                                     VOICE
                         Check the names.

                                     GORDON
                              (checks licenses)
                         Patrick Harvey.  Richard Dent...

                                     RAMIREZ
                         Harvey Dent.

                                     BATMAN
                         I need ten minutes with the scene 
                         before your men contaminate it.

                                     RAMIREZ
                         Us contaminate it?  It's because of 
                         you that these guys are dead in the 
                         first place-

                                     GORDON
                         Ramirez.

               She stands down.  Batman moves past the bodies to the wall.

               Finds an embedded stray bullet.  He pulls a SAWING DEVICE 
               from his belt- THRUSTS it into the wall and starts cutting 
               around the bullet.

                                     GORDON (CONT'D)
                         That's brick- you're gonna try and 
                         take ballistics off a shattered 
                         bullet?

                                     BATMAN
                         No.  Fingerprints.

               Ramirez looks at Gordon.  Is he serious?  Gordon points-

                                     GORDON
                         Whatever you're gonna do, do it fast, 
                         'cos we know his next target...

               Batman looks- a campaign poster: RE-ELECT MAYOR GARCIA.  The 
               Mayor's image has a MANIC CLOWN'S GRIN and "HA,HA,HA".

         124   INT. FOX'S OFFICE, WAYNE ENTERPRISES -- DAY                  124   

               Fox is at his desk.  Reese enters.

                                     FOX
                         What can I do for you, Mr. Reese?

-----------------------------------------------------------------------------------------------------
                                                                        63.


                                     REESE
                         You asked me to do the diligence on 
                         the L.S.I. Holdings deal again.  I 
                         found irregularities.

                                     FOX
                         Their CEO is in police custody.

                                     REESE
                         Not with their numbers.  With yours.  
                         A whole division of Wayne Industries 
                         disappeared, overnight.  So I went 
                         down to the archives and started 
                         pulling old files.

               He pulls out a folded blueprint.  Slides it across the desk.

                                     REESE (CONT'D)
                         My kids love the Batman.  I thought 
                         he was pretty cool, too.  Out there, 
                         kicking some ass.

               Fox picks up the piece of paper.  Unfolds it.  It's an old 
               BLUEPRINT.  The image is unmistakable: THE TUMBLER.

                                     REESE (CONT'D)
                         Changes things when you know it's 
                         just a rich kid playing dress up.

               Reese points to the approval box in the corner of the page.

                                     REESE (CONT'D)
                         Your project.  Don't tell me you 
                         didn't recognize your baby pancaking 
                         cop cars on the evening news.  Now 
                         you're getting sloppy.  Applied 
                         Sciences was a small, dead department- 
                         who'd notice?  But now you've got 
                         the entire R and D department burning 
                         cash, claiming it's related to cell 
                         phones for the army.  What are you 
                         building him now?  A rocket ship?  I 
                         want ten million a year.  For the 
                         rest of my life.

               Fox looks at him.  Even.  Folds up the blueprint.

                                     FOX
                         Let me get this straight.  You think 
                         that your client, one of the 
                         wealthiest and most powerful men in 
                         the world, is secretly a vigilante 
                         who spends his nights beating
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        64.


                                     FOX (CONT'D)
                         criminals to a pulp with his bare 
                         hands...
                              (deadpan)
                         And now your plan is to blackmail 
                         this person?

               Reese stares at Fox.  Who smiles.  And slides the blueprint 
               across the desk.

                                     FOX (CONT'D)
                         Good luck.

               Reese looks at it.  Then at Fox.  Swallows.  Slides it back.

         125   INT. BAT-BUNKER -- DAY                                       125   

               Wayne hands Alfred a RIFLE BULLET scribed with a GRID.  He 
               slots it into a clip, then loads it into a COMPUTER CONTROLLED 
               GATTLING GUN.  He puts on ear protectors.  Hits a button.

               The rifle WHIRS to life- dollying sideways, BLASTING BULLETS 
               into a series of identical BRICK WALL SAMPLES.

                                     ALFRED
                         I'm not sure you made it loud enough, 
                         sir.

               As the wall samples still smoke, Wayne steps up, carrying 
               the sample from the crime scene.  Comparing its spread to 
               the new samples, he selects two and carries them to an X-RAY 
               SCANNER.

               The machine gives the samples a 3-axis scan- HI-RES 3-D IMAGES 
               of the bullet fragment arrays come up on the screen...

         126   INT. APPLIED SCIENCES DIVISION -- DAY                        126   

               The same image of the bullet fragment on a screen.  Fox hits 
               a key and the computer 'reassembles' the bullets according 
               to the identifying grid on each fragment.

                                     FOX
                         Here's your original scan...

                                     REESE
                         A bullet fragment array pops on 
                         screen.

                                     FOX
                         Here's it reverse-engineered...

               Fox hits a button and the unmarked bullet fragments are 
               reassembled.  Wayne spins the roughly-shaped bullet puzzle-

-----------------------------------------------------------------------------------------------------
                                                                        65.


                                     WAYNE
                         And here's a thumb print.

               Fox looks at the screen, impressed.  Thinks.

                                     FOX
                         I'll make you a copy.
                              (troubled)
                         Mr. Wayne, did you reassign R and D?

                                     WAYNE
                         Yes.  Government telecommunications 
                         project.

                                     FOX
                         I wasn't aware we had any new 
                         government contracts.  Can you-

                                     WAYNE
                         Lucius.  I'm playing this one pretty 
                         close to the chest.

                                     FOX
                         Fair enough.

               Fox looks at Wayne as he leaves.  Uneasy.

         127   INT. BAT-BUNKER -- CONTINUOUS -- INTERCUT                    127   

               Wayne examines the fingerprint-

                                     WAYNE
                         I've run it through all the databases 
                         and came up with four possibles.

               Wayne gets up to let Alfred sit.

                                     WAYNE (CONT'D)
                         Cross-reference the addresses.  Look 
                         for Parkside and around.

               Wayne opens a HYDRAULIC DOOR, revealing a gleaming MV AUGUSTA 
               BRUTALE.  As he moves the bike onto the lift...

                                     ALFRED
                         Got one.  Melvin White, aggravated 
                         assault, moved to Arkham twice- 1502 
                         Randolph Apartments, just off State-

                                     WAYNE
                         Overlooking the parade.

               Wayne and the bike rise on the lift.

-----------------------------------------------------------------------------------------------------
                                                                        66.


         128   EXT. PARKSIDE AVENUE -- DAY                                  128   

               The avenue has been blocked off.  Onlookers line the 
               sidewalks.  POLICE march past in dress uniform.  Engel does 
               a stand-up on the sidewalk.

                                     ENGEL
                         With no word from the Batman- even 
                         as they mourn Commissioner Loeb, 
                         these cops have to be wondering if 
                         the Joker is going to make good on 
                         his threat to kill the Mayor today...

               On the buildings above, POLICE SNIPERS scan the crowd.

               Gordon keys his radio-

                                     GORDON
                         How's it looking up top?

                                     POLICE SNIPER
                         We're tight.  But frankly... there's 
                         a lot of windows up here.

               Gordon looks up at the myriad buildings overlooking the 
               podium.

         129   EXT. GOTHAM STREETS -- CONTINUOUS                            129   

               Wayne maneuvers the Ducati through the traffic.  He pulls up 
               near a parade barricade- dismounts and slips into an alley.

         130   INT. TENEMENT -- CONTINUOUS                                  130   

               Some of the building's hard-luck TENANTS eye Wayne as he 
               counts doors down the hallway.  He finds 1502...

         131   EXT. PARKSIDE AVENUE -- LATER                                131   

               A SEA OF POLICE fills the Avenue.  In the center, three 
               grieving families and an HONOR GUARD.  The Mayor at the 
               podium.  Gordon behind.  Dent is seated with Rachel.

                                     MAYOR
                         ...and as we recognize the sacrifice 
                         of these officers, we must remember 
                         that vigilance is the price of safety.

         132   INT. TENEMENT -- CONTINUOUS                                  132   

               Wayne enters: EIGHT MEN IN UNDERSHIRTS, bound, gagged, 
               blindfolded.  A SNIPER SCOPE on a tripod at the window.

               Wayne moves to the first man, RIPS the tape from his mouth.

-----------------------------------------------------------------------------------------------------
                                                                        67.


                                     MAN
                              (breathing hard)
                         Took... they took our guns, our 
                         uniforms...

         133   EXT. PARKSIDE AVENUE -- CONTINUOUS                           133   

               Gordon scans the crowd.  The Mayor wraps up- the Honor Guard 
               steps forward, raises weapons...

         134   EXT. ROOFTOP OVERLOOKING PARKSIDE -- CONTINUOUS              134   

               A POLICE SNIPER scans the windows of the tenement...

         135   INT. TENEMENT -- CONTINUOUS                                  135   

               Wayne RACES to the window, looks through the SCOPE to see:

         136   EXT. STATE STREET -- CONTINUOUS                              136   

               THE HONOR GUARD TURN THEIR WEAPONS ON THE MAYOR.  One SMILES, 
               flesh-colored makeup over his scars.  THE JOKER.

               Gordon LEAPS FORWARD- they FIRE- GORDON TAKES SHOTS TO THE

               BACK as he SLAMS the Mayor to the ground-

         137   EXT. ROOFTOP OVERLOOKING PARKSIDE -- CONTINUOUS              137   

               The Police Sniper SPOTS Wayne at the window- SHOOTS

         138   INT. TENEMENT -- CONTINUOUS                                  138   

               Wayne DUCKS as SHOTS erupt around the window-

         139   EXT. PARKSIDE -- CONTINUOUS                                  139   

               PANDEMONIUM erupts-One of the honor guard is TAGGED IN THE 
               LEG- GOES DOWN.  The others MELT into the CHAOS.

               On the podium, Stephens rolls Gordon over... he is not moving.

         140   EXT. SIDE STREET OFF PARKSIDE -- MOMENTS LATER               140   

               CHAOS.  Dent approaches an ambulance sitting in the alley.

               Two cops jump out and run over to their commander.  Dent 
               steps up into the back.

         141   INT. AMBULANCE -- CONTINUOUS                                 141   

               The Joker's thug sits there.  Handcuffed.  A PARAMEDIC 
               bandages his leg.  Cops run past, barking orders.

-----------------------------------------------------------------------------------------------------
                                                                        68.


                                     DENT
                         Tell me what you know about the Joker.

               The Joker's thug looks at Dent.  Smirks.  Dent looks down.

               Exasperated.  Looks back up at the Joker's Thug.  Spots 
               something- moves closer- the man's uniform... his name tag...

               OFFICER RACHEL DAWES.

               Dent, breathing hard, looks around: the paramedic jumps out, 
               rushing to help a FALLEN OFFICER.  Dent spies the keys in 
               the ignition.  Jumps into the driver's seat...

         142   EXT. GORDON'S HOUSE -- DUSK                                  142   

               Barbara Gordon stands in the doorway, scared.  Stephens and 
               a UNIFORMED OFFICER stand in front of her.

                                     STEPHENS
                         I'm sorry, Barbara.

               James Gordon pushes past his mother to look at Stephens.

               Barbara tries to push him back inside.

                                     BARBARA
                         Jimmy, go play with your sister...

               James stays just inside the door.

                                     STEPHENS
                         I'm sorry.

               Barbara stares at Stephens.  Then looks past him.

                                     BARBARA
                         Are you out there?!  Are you?!

               James spots something- Batman, perched in the shadows.

                                     BARBARA (CONT'D)
                         You brought this on us!  This 
                         craziness!  You did!  You brought 
                         this...!

               She collapses into Stephens's arms.  Batman hangs his head.

         143   EXT. ROOF, MCU -- NIGHT                                      143   

               Detectives from MCU stand around the lit bat-signal.

                                     STEPHENS
                         Switch it off- he ain't coming.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        69.


                                     STEPHENS (CONT'D)
                         He doesn't want to talk to us.  God 
                         help whoever he does want to talk to-

         144   INT. NIGHTCLUB -- NIGHT                                      144   

               Strobe lights.  Pounding music.  Maroni is in a booth at the 
               side with his MISTRESS.  His bodyguards are around the table.

                                     MISTRESS
                              (shouting over music)
                         Can't we go someplace quieter!  We 
                         can't hear each other talk!

                                     MARONI
                         I don't wanna hear you talk.

                                     MISTRESS
                              (can't hear)
                         What?!

               One of Maroni's Bodyguards DROPS- Maroni looks over- in the 
               strobe lights- Batman SAVAGES his bodyguards- people RUN, 
               TERRIFIED.  Maroni starts to get out of his seat- Batman 
               LANDS like a panther on the table in front of him-

         145   INT. MCU -- NIGHT                                            145   

               Rachel moves through the chaotic bullpen at MCU- EYEWITNESSES, 
               civilian and cop are being questioned.

               Rachel's phone rings.

                                     RACHEL
                         Harvey, where are you?!

               INTERCUT with Dent in an INDISTINCT interior setting.

                                     DENT
                         Where are you?

                                     RACHEL
                         Where you should be- at Major Crimes 
                         trying to sort through all the-

                                     DENT
                         Rachel, listen to me.  You're not 
                         safe there.

                                     RACHEL
                         This is Gordon's unit, Harvey-

                                     DENT
                         Gordon's gone, Rachel.

-----------------------------------------------------------------------------------------------------
                                                                        70.


                                     RACHEL
                         He vouched for these men-

                                     DENT
                         And he's gone.  The Joker's named 
                         you next.

               Rachel looks around the bullpen.  Eyeing the detectives.

                                     DENT (CONT'D)
                         Rachel, I can't let anything happen 
                         to you.  I love you too much.  Is 
                         there someone, anyone in this city 
                         we can trust?

                                     RACHEL
                         Bruce.  We can trust Bruce Wayne.

                                     DENT
                         Rachel, I know he's your friend but-

                                     RACHEL
                         Trust me, Harvey, Bruce's penthouse 
                         is now the safest place in the city.

                                     DENT
                         Okay.  Go straight there.  Don't 
                         tell anyone where you're going.  
                         I'll find you there.

               Wider shows us we are-

         146   INT. BASEMENT, CONDEMNED BUILDING -- CONTINUOUS              146   

                                     DENT
                         I love you.

               Dent hangs up the phone.  TAPED to a chair in front of Dent- 
               the Joker's Thug, blindfolded.  Dent RIPS off the blindfold...

         147   EXT. FIRE ESCAPE -- NIGHT                                    147   

               Maroni opens his eyes.  Batman is holding him by the collar.

                                     BATMAN
                         I want the Joker.

                                     MARONI
                              (looks down)
                         From one professional to another- if 
                         you're trying to scare someone, pick 
                         a better spot.  From this height the 
                         fall wouldn't kill me.

-----------------------------------------------------------------------------------------------------
                                                                        71.


                                     BATMAN
                         I'm counting on it.

               Batman lets go.  Maroni FALLS.  And SCREAMS.

         148   EXT. SIDEWALK -- NIGHT                                       148   

               Maroni NAILS the pavement.  CLUTCHES at his leg, which is 
               badly broken.  Batman FLIES down, landing over him- hauls 
               him up.  Maroni HOLLERS in pain.

                                     BATMAN
                         Where is he?

                                     MARONI
                         Don't know, he found us-

                                     BATMAN
                         He must have friends.

                                     MARONI
                         Friends?  You met this guy?

                                     BATMAN
                         Someone knows where he is.

               Maroni looks up at Batman.  Sneering.

                                     MARONI
                         No one's gonna tell you anything- 
                         they're wise to your act- you got 
                         rules... the Joker, he's got no rules.  
                         No one's gonna cross him for you.  
                         You want this guy, you got one way.  
                         And you already know what that is.  
                         Just take off that mask and let him 
                         come find you.

               Batman DROPS Maroni.

                                     MARONI (CONT'D)
                         Or you want to let a couple more 
                         people get killed while you make up 
                         your mind?

         149   INT. BASEMENT, CONDEMNED BUILDING -- NIGHT                   149   

               Dent shows the Joker's Thug a GUN.  Bullets.  Loads the gun.  
               SHOVES it in his face-

                                     DENT
                         You wanna play games?

               Dent PUSHES the gun against the thug's head with REAL MALICE.  
               Pulls it away and FIRES.  The Thug FLINCHES.

-----------------------------------------------------------------------------------------------------
                                                                        72.


               Dent puts the gun barrel against the thug's temple-

                                     JOKER'S THUG
                              (rattled)
                         You wouldn't...

               And pulls his lucky coin out of his pocket.

                                     DENT
                         No.  I wouldn't.  That's why I'm not 
                         going to leave it up to me.
                              (shows him coin)
                         Heads- you get to keep your head.  
                         Tails... not so lucky.  So, you want 
                         to tell me about the Joker?

               The Thug, scared, says nothing.  Dent FLICKS the coin into 
               the air.  SLAPS it onto the back of his gun hand (aiming 
               with wrist horizontal).  Dent shows him the coin.  Heads.  
               The Thug exhales, SHAKING.

                                     DENT (CONT'D)
                         Go again?

                                     JOKER'S THUG
                              (sobbing)
                         I don't know anything!

                                     DENT
                         You're not playing the odds, friend.

               Dent tosses the coin again.  This time IT DOESN'T LAND.  
               Dent

               Looks up.  Batman is there.

                                     BATMAN
                         You'd leave a man's life to chance?

                                     DENT
                         Not exactly.

                                     BATMAN
                         His name's Schiff, Thomas.  He's a 
                         paranoid schizophrenic, a former 
                         patient at Arkham.  The kind of mind 
                         the Joker attracts.

               Batman moves away from Schiff.

                                     BATMAN (CONT'D)
                         What do expect to learn from him?

               Dent is shivering with frustration.

-----------------------------------------------------------------------------------------------------
                                                                        73.


                                     DENT
                         The Joker killed Gordon- and, and 
                         Loeb.  He's going to kill Rachel...

                                     BATMAN
                         You're the symbol of hope that I 
                         could never be.  Your stand against 
                         organized crime is the first 
                         legitimate ray of light in Gotham 
                         for decades.  If anyone saw this, 
                         everything would be undone- all the 
                         criminals you got off the streets 
                         would be released.  And Jim Gordon 
                         will have died for nothing.

               Batman hands Dent his lucky coin.

                                     BATMAN (CONT'D)
                         You're going to call a press 
                         conference.  Tomorrow morning.

                                     DENT
                         Why?

                                     BATMAN
                         No one else will die because of me.  
                         Gotham is in your hands, now.

                                     DENT
                         You can't!  You can't give in!

               But Batman is gone.

         150   INT. BEDROOM, WAYNE PENTHOUSE -- NIGHT                       150   

               Rachel watches Gotham through the window.  Wayne enters.

                                     RACHEL
                         Harvey called.  He says Batman is 
                         going to turn himself in.

                                     WAYNE
                         I have no choice.

                                     RACHEL
                         You honestly think it's going to 
                         stop the Joker from killing?

                                     WAYNE
                         Perhaps not.  But I've got enough 
                         blood on my hands.  I've seen, now, 
                         what I would have to become to stop 
                         men like him.

               Rachel looks at Wayne.  She cannot help him.

-----------------------------------------------------------------------------------------------------
                                                                        74.


                                     WAYNE (CONT'D)
                         You once told me that if the day 
                         came when I was finished...

               Wayne moves towards her.

                                     WAYNE (CONT'D)
                         We'd be together.

                                     RACHEL
                         Bruce, don't make me your one hope 
                         for a normal life-

               Wayne takes her in his arms.

                                     WAYNE
                         But did you mean it?

                                     RACHEL
                         Yes.

               They kiss.  Then separate.  She looks sadly into his eyes.

                                     RACHEL (CONT'D)
                         But they won't let us be together 
                         after you turn yourself in.

               Wayne nods.  Leaves.  She watches him go.

         151   INT. BAT-BUNKER -- DAWN                                      151   

               Alfred shovels DOCUMENTS into an incinerator- blueprints, 
               designs, files.  He pauses, looking down at a book.

                                     ALFRED
                         Even the logs?

                                     WAYNE
                         Anything that could lead back to 
                         Lucius or Rachel.

               Alfred tosses the book onto the fire.  STARES at Wayne.

                                     WAYNE (CONT'D)
                         People are dying, Alfred.  What would 
                         you have me do?

               Alfred looks into Wayne's eyes with a fearsome gaze.

                                     ALFRED
                         Endure, Master Wayne.  Take it.  
                         They'll hate you for it, but that's 
                         the point of Batman... he can be the 
                         outcast.  He can make the choice no 
                         one else can face.  The right choice.

-----------------------------------------------------------------------------------------------------
                                                                        75.


               Wayne shakes his head.

                                     WAYNE
                         Today I've found out what Batman 
                         can't do.  He can't endure this.
                              (rueful smile)
                         Today you get to say II told you 
                         so'.

                                     ALFRED
                         Today, I don't want to.
                              (beat)
                         Although I did bloody tell you.

               Wayne sinks the Bat-suit, Alfred closes the incinerator.

               They head for the lift.

                                     ALFRED (CONT'D)
                         I suppose they'll lock me up as well.  
                         Your accomplice.

                                     WAYNE
                         Accomplice?  I'm going to tell them 
                         the whole thing was your idea.

               They power down, leaving the Bat-bunker in darkness.

         152   INT. PRESS ROOM, SUPERIOR COURT -- DAY                       152   

               A capacity crowd of REPORTERS, COPS, and PUBLIC.  Dent is at 
               the podium.  Wayne sits in the crowd.

                                     DENT
                         Ladies and Gentlemen, thank you for 
                         coming.  I've called this press 
                         conference for two reasons.  Firstly, 
                         to assure the citizens of Gotham 
                         that everything that can be done 
                         over the Joker killing is being done.  
                         Secondly, because the Batman has 
                         offered to turn himself in-

               The crowd REACTS

                                     HECKLER 
                         So where is he?!

                                     DENT
                         But first.  Let's consider the 
                         situation: should we give in to this 
                         terrorist's demands?  Do we really 
                         think that-

-----------------------------------------------------------------------------------------------------
                                                                        76.


                                     REPORTER
                         You'd rather protect an outlaw 
                         vigilante than the lives of citizens?!

               The crowd noisily assents.  Dent calmly motions quiet.

                                     DENT
                         The Batman is an outlaw...

         153   INT. WAYNE PENTHOUSE -- CONTINUOUS                           153   

               Rachel is watching the press conference on TV.

                                     DENT (O.S.)
                         But that's not why we're demanding 
                         he turn himself in.  We're doing it 
                         because we're scared.  We've been 
                         happy to let Batman clean up our
                         Streets for us until now-

         154   INT. PRESS ROOM, SUPERIOR COURT -- CONTINUOUS                154   

                                     HECKLER
                         Things are worse than ever!

               Wayne looks at the Heckler.  At the angry crowd.  Dent leans 
               over the podium.  Impassioned.

                                     DENT
                         Yes.  They are.  But the night is 
                         darkest just before the dawn.  And I 
                         promise you, the dawn is coming.
                              (the crowd quiets)
                         One day, the Batman will have to 
                         answer for the laws he's broken- but 
                         to us, not to this madman.

               The crowd seems moved by his words, then, a CHANT-

                                     COP HECKLER
                         NO MORE DEAD COPS!!

               Appreciative noise.

                                     REPORTER
                         WHERE IS THE BATMAN?

               People take up the chant.  Dent has lost them.  He knows it.

                                     DENT
                         So be it.
                              (turns to officers)
                         Take the Batman into custody.

               At this, a HUSH DESCENDS.  Wayne is sitting towards the back.

-----------------------------------------------------------------------------------------------------
                                                                        77.


               Hungry eyes scan the room.  Wayne starts to rise... DENT 
               OFFERS HIS OWN WRISTS TO THE OFFICERS

                                     DENT (CONT'D)
                         I am the Batman.

               A beat.  Wayne stares.

         155   INT. WAYNE PENTHOUSE -- CONTINUOUS                           155   

               Rachel STARES as Dent is arrested on TV.  Appalled.

         156   INT. WAYNE PENTHOUSE -- DAY                                  156   

               Rachel comes up to Alfred.  Upset.

                                     RACHEL
                         Why is he letting Harvey do this, 
                         Alfred?

                                     ALFRED
                         I don't know.  He went down to the 
                         press conference-

                                     RACHEL
                         And just stood by?!

                                     ALFRED
                         Perhaps both Bruce and Mr. Dent 
                         believe that Batman stands for 
                         something more important than a 
                         terrorist's whims, Miss Dawes, even 
                         if everyone hates him for it.

                                     DENT
                         That's the sacrifice he's making- to 
                         not be a hero.  To be something more.

                                     RACHEL
                         Well, you're right about one thing- 
                         letting Harvey take the fall is not 
                         heroic.

               Rachel holds out an ENVELOPE.

                                     RACHEL (CONT'D)
                         You know Bruce best, Alfred... give 
                         it to him when the time is right.

                                     ALFRED
                         How will I know?

                                     RACHEL
                         It's not sealed.

-----------------------------------------------------------------------------------------------------
                                                                        78.


               Alfred takes the envelope.  Rachel gives him a kiss.

                                     RACHEL (CONT'D)
                         Goodbye, Alfred.

                                     ALFRED
                         Goodbye, Rachel.

         157   INT. CELL, MCU -- EVENING                                    157   

               A Detective unlocks the cell and lets Rachel inside.

                                     DENT
                         I'm sorry, I didn't have time to 
                         talk this through with you.

                                     RACHEL
                         Don't offer yourself as bait, Harvey.

                                     DENT
                         They're transferring me to central 
                         holding.  This is the Joker's chance, 
                         and when he attacks, Batman will 
                         take him down.

                                     RACHEL
                         No.  This is too dangerous-

               The Detective knocks.  Dent rises.

         158   EXT. COURTYARD MCU -- EVENING                                158   

               Detectives stare at Dent as he is led, shackled, to the 
               waiting CONVOY.  Stephens begins CLAPPING- a handful join 
               in, but most remain silent.  Rachel follows him to the back 
               of an armored vehicle.

                                     RACHEL
                         He's using you as bait- but he doesn't 
                         know if he can get the Joker- he's 
                         failed so far.

                                     DENT
                         How do you know what he's thinking?

                                     RACHEL
                              (beat)
                         I just do, okay?  Harvey, this isn't 
                         just about you, what about all the 
                         people counting on you to turn this 
                         city around?  Tell everyone the truth-

               Dent kisses her.  Pulls out his LUCKY COIN-

-----------------------------------------------------------------------------------------------------
                                                                        79.


                                     DENT 
                         Heads I go through with it.

                                     RACHEL
                         This is your life... you don't leave 
                         something like this to chance...

               Dent tosses it at her- Rachel catches it.  Looks.  Heads.

                                     DENT
                              (sincere)
                         I'm not.

               She turns it over: IT IS DOUBLE-HEADED.  She looks up- the 
               DOORS CLOSE on his smile.  She shakes her head.  Torn.

                                     RACHEL
                         You make your own luck.

               As SWATS file into the back of the support vehicles-

                                     ACTING COMISSIONER
                         We get this guy to County and he's 
                         their problem.  The streets along 
                         your route will be cleared.  The 
                         convoy stops FOR NO REASON...

         159   INT. ARMORED CAR -- CONTINUOUS                               159   

               A Swat with a shotgun climbs into the cab.  Pulls on his 
               mask.  Looks over at the DRIVER, who's already wearing his.

                                     SHOTGUN SWAT
                         Hope you've got some moves.

         160   EXT. TENTH AVENUE, DOWNTOWN -- CONTINUOUS                    160   

               The convoy ROCKETS past a roadblock.

         161   INT. ARMORED CAR -- CONTINUOUS                               161   

               The Swats are staring at Dent, fascinated.  He smiles.

         162   EXT. INTERSECTION -- CONTINUOUS                              162   

               An Officer holding up traffic.  A TRUCK pulls up.

                                     OFFICER
                         You wait like everybody else, pal.

               A SHOTGUN BLAST sends the Officer flying.  A second blast 
               illuminates the shooter's face: the Joker.

-----------------------------------------------------------------------------------------------------
                                                                        80.


         163   INT. LEAD PATROL CAR, CONVOY -- CONTINUOUS                   163   

               The SWAT behind the wheel of the lead black-and-white slows 
               as he sees something burning in the intersection ahead.

         164   EXT. AVENUE -- CONTINUOUS                                    164   

               Overhead, a police HELICOPTER checks the route, hovering 
               above a burning FIRE TRUCK, BLOCKING the road.

         165   INT. ARMORED CAR -- CONTINUOUS                               165   

               The Driver is all business.  The radio CRACKLES.

                                     RADIO
                         All units, be advised.  All units 
                         will exit down Cheviot west and 
                         proceed north on lower 5th avenue.

                                     SHOTGUN SWAT
                         Lower 5th?  We'll be like ducks in a 
                         barrel down there.

         166   EXT. SURFACE STREETS -- CONTINUOUS                           166   

               The convoy disappears down the exit ramp.

         167   EXT. LOWER FIFTH AVENUE -- NIGHT                             167   

               The convoy rolls through the subterranean streets.  A GARBAGE 
               TRUCK pulls up behind and casually SWIPES the rear vehicles 
               of the convoy off the road...

         168   INT. ARMORED CAR -- CONTINUOUS                               168   

                                     SHOTGUN SWAT
                         Get us out of here!

               The Driver NAILS the gas-

         169   EXT. LOWER FIFTH -- CONTINUOUS                               169   

               The Garbage Truck pushes hard on the armored car, ramming 
               its rear bumper, FORCING it forward.

         170   INT. ARMORED CAR -- NIGHT                                    170   

               The Driver watches the Truck fill his rear view.  Shotgun 
               Swat picks up the radio.

                                     SHOTGUN SWAT
                         We've got company back here-

-----------------------------------------------------------------------------------------------------
                                                                        81.


         171   EXT. LOWER FIFTH AVENUE -- NIGHT                             171   

               A SECOND TRUCK SMASHES into the SWAT van at the head of the 
               convoy, SMASHING it through the concrete barriers and INTO 
               THE RIVER.  The truck is branded "LAUGHTER" but an "S" has 
               been sprayed at the front to make "SLAUGHTER" with "HA, HA, 
               HA" all over the side...

               The Joker's Truck DODGES between the support columns and 
               into the oncoming lane- pulls alongside the armored car.

               The Driver looks over.  The cargo door on the truck slides 
               open.  Inside, the Joker, holding a machine gun.

               The armored car LOCKS up its brakes, but the garbage truck 
               pushes it forward as the Joker fires- BULLETS slamming into

               The side of the vehicle-

         172   INT. REAR CABIN, ARMORED CAR -- CONTINUOUS                   172   

               Dent is calm as the SWATS FLINCH from the bullet indentations-

         173   INT. UP FRONT, ARMORED CAR -- CONTINUOUS                     173   

               Shotgun SWAT STARES at the Joker.

         174   INT. REAR TRAILER OF TRUCK -- NIGHT                          174   

               The Joker drops his machine gun and picks up an RPG.  He 
               stops- SEES something up ahead, racing towards the second 
               truck- the BATMOBILE.  The Joker stares, fascinated, as-

         175   EXT. LOWER FIFTH -- CONTINUOUS                               175   

               -THE BATMOBILE PLOWS STRAIGHT INTO THE SECOND TRUCK- the low-
               profile car sending the truck UP INTO THE CONCRETE CEILING-
               the Batmobile carries on through, as the TRUCK DISINTEGRATES.

         176   INT. TRUCK -- NIGHT                                          176   

               The Joker looks back to the batmobile, amused.

                                     JOKER'S THUG
                         Is that him-?

                                     THE JOKER
                         Anyone could be driving that thing-
                         stay on Dent.

               The Joker lines up his RPG and prepares to fire-

-----------------------------------------------------------------------------------------------------
                                                                        82.


         177   INT. ARMORED CAR -- CONTINUOUS                               177   

               Shotgun SWAT's eyes go wide at the Joker's weapon- the Driver 
               JAMS the brakes-

         178   EXT. LOWER FIFTH -- CONTINUOUS                               178   

               The Armored Car CRASHES BACK against the Garbage Truck,                        
               BRAKING, SCRAPING, SLOWING just enough- the RPG SLAMS into 
               the SQUAD CAR in front of them and EXPLODES- the armored car 
               BURSTS through the fireball and continues.

         179   EXT. LOWER FIFTH -- CONTINUOUS                               179   

               The Batmobile SPINS around to rejoin the pursuit.

         180   INT. JOKER'S TRUCK -- NIGHT                                  180   

               The Joker turns his men to RELOAD his RPG

                                     THE JOKER
                         Do me up-

               Turns back- levels his RPG out the window.  Aims.

         181   INT. BATMOBILE -- NIGHT                                      181   

               Batman watches as the Joker prepares to fire.  Several rows 
               of cars separate them.  He toggles the afterburner.

         182   INT. PASSENGER CAR -- NIGHT                                  182   

               Two small children in the back of the car watch as the 
               Batmobile ROCKETS overhead.

         183   EXT. LOWER LEVEL STREET -- NIGHT                             183   

               The Joker steadies the RPG and FIRES- the Batmobile CRASHES 
               down into the open space between the two vehicles- taking 
               the hit from the RPG which EXPLODES- 

               The rear of the Batmobile EXPLODES- SPINNING the FLAMING car-

         184   INT. ARMORED CAR -- NIGHT                                    184   

               SWATS react to the EXPLOSION.  Dent is calm.

         185   INT. CAB OF JOKER'S TRUCK -- CONTINUOUS                      185   

               The Driver takes a DEBRIS HIT to the head-

         186   INT. TRUCK -- CONTINUOUS                                     186   

               The Joker CACKLES with delight as he is THROWN AROUND the 
               rear of the trailer-

-----------------------------------------------------------------------------------------------------
                                                                        83.


         187   INT. BATMOBILE -- CONTINUOUS                                 187   

               Batman WRESTLES the pod controls, SPINNING on the GYRO-

         188   EXT. LOWER LEVEL STREET -- CONTINUOUS                        188   

               The Batmobile flips over to come to rest in a smoking heap- 
               the front end intact, rear wheels scattered across the 
               roadway.  A small crowd gathers.

         189   EXT. LOWER LEVEL STREET -- CONTINUOUS                        189   

               The Joker JUMPS down from the truck, still giggling like a 
               kid- looks back at the Batmobile's destruction-

                                     THE JOKER
                         Whoever he was... he ain't now.

               The Joker YANKS his dead driver out of the cab, JUMPS over 
               him to take the wheel and pull back onto the roadway.

         190   EXT. LOWER LEVEL STREET -- CONTINUOUS                        190   

               The armored car pulls ahead, the Joker's truck in hot pursuit.

         191   INT. ARMORED CAR -- CONTINUOUS                               191   

               Shotgun SWAT glances in the rear view mirror, slaps the dash-

                                     SHOTGUN SWAT
                         Let's get topside- we need that air 
                         support!

         192   EXT. LOWER LEVEL STREET -- CONTINUOUS                        192   

               The armored car PULLS onto a RAMP, heading up.  The Joker's 
               Truck follows.

         193   EXT. LOWER LEVEL STREET -- CONTINUOUS                        193   

               People stare at the smoking wreck, inching closer...

         194   INT. BATMOBILE -- CONTINUOUS                                 194   

               Batman adjusts his position.  Hits a button-

                                     BATMOBILE VOICE
                         Damage catastrophic.  Initiate eject 
                         and self-destruct.

               Arm guards GRAB Batman's forearms as EXPLOSIVE BOLTS FIRE 
               all around the pod...

                                     BATMOBILE VOICE (CONT'D)
                         Goodbye.

-----------------------------------------------------------------------------------------------------
                                                                        84.


         195   EXT. LOWER LEVEL STREET -- CONTINUOUS                        195   

               The crowd JUMPS- PANELS of the front of the car BLOW OUT- 
               The crowd stares, OPEN-MOUTHED, as Batman EMERGES, HOISTED 
               UP AND OUT of the flaming car by the FRONT POD- LEVERING 
               OVER the FRONT WHEEL... the pod PUSHES the OTHER WHEEL IN 
               FRONT to form a type of MOTORCYCLE- The BAT-POD SHOOTS 
               FORWARD, bursting free as the Batmobile DETONATES, DYING in 
               a MASSIVE FIREBALL... Batman's cape SUCKS TOGETHER, forming 
               a TIGHT PACK on his shoulders, clear of the CHURNING REAR 
               TIRE of the bat-pod...

         196   EXT. PARKSIDE -- CONTINUOUS                                  196   

               The armored car races down the street- the CHOPPER dips low.

                                     PILOT
                         We're back on point- and ready to 
                         give some of their own medicine-

         197   INT. POLICE CHOPPER -- CONTINUOUS                            197   

               Cop pulls out an ASSAULT RIFLE.  COCKS it-

         198   INT. CAB OF JOKER'S TRUCK -- CONTINUOUS                      198   

               The Joker FIGHTS with the truck's gearbox, turns to his Thug-

                                     THE JOKER
                         Tee 'em up.

               The Thug GRABS his radio.

         199   EXT. FIRE ESCAPE -- CONTINUOUS                               199   

               A Joker Thug in clown mask loads up the cable gun seen in 
               the bank heist.

         200   EXT. SECOND FIRE ESCAPE -- CONTINUOUS                        200   

               Another thug loads his own cable gun...

         201   INT. PASSENGER CAR, LOWER LEVEL STREET -- NIGHT              201   

               A motorist stares through his rear-view mirror, transfixed, 
               as the bat-pod TEARS past.  He YELPS as the bat-pod SMASHES 
               the wing mirror from his car.

         202   EXT. LOWER LEVEL STREET -- NIGHT                             202   

               Batman accelerates, oblivious to the STACCATO of CLEAVED 
               wing mirrors as the bat-pod RAZORS through traffic- CROSSES 
               a BUSY INTERSECTION- The bat-pod CUTS off the crowded lower 
               level street, ROARING over into the PARKING LANES-

-----------------------------------------------------------------------------------------------------
                                                                        85.


               Batman squeezes his triggers- BLASTING at PARKED CARS, BLOWING 
               them out of the way, literally CANNONING A PATH for the pod...

         203   EXT. TRAIN STATION -- CONTINUOUS                             203   

               The Bat-Pod CANNONS through the glass doors and RACES through 
               the station/mall- COMMUTERS screaming and diving out of the 
               way-

               The Bat-Pod races up the stairs and onto the upper street-

         204   EXT. PARKSIDE -- CONTINUOUS                                  204   

               The Joker's Thugs FIRE THE CABLES ACROSS THE STREET AT SEVENTH 
               FLOOR LEVEL... they pull TAUT as the Chopper approaches, 
               unawares... the Chopper CATCHES on the cables, GOING DOWN in 
               a FIERY BALL that BARRELS along the street towards the armored 
               car...

         205   INT. ARMORED CAR -- CONTINUOUS                               205   

               The Driver steers around the flaming wreckage as the Shotgun 
               SWAT SHUTS HIS EYES-

         206   EXT. NARROW ALLEY -- CONTINUOUS                              206   

               The Bat-pod TEARS down a narrow alley blocked with DUMPSTERS- 
               CANNONS the dumpsters to make a path-

         207   INT. CAB OF JOKER'S TRUCK -- NIGHT                           207   

               The Joker hands the wheel to his man- takes a submachine gun-

                                     THUG
                         Boss?

               The Joker looks ahead to see the Bat-pod emerge from the 
               alley in a cloud of fire, SKIDDING SIDEWAYS IMPOSSIBLY- it 
               RACES TOWARDS THEM- 

                                     THE JOKER
                         Guess it was him.

         208   EXT. PARKSIDE -- NIGHT                                       208   

               The Bat-pod RACES straight at the Joker's truck- FIRES A 
               HARPOON at the Joker's truck- it IMPACTS low, below the bumper-

         209   INT. TRUCK -- CONTINUOUS                                     209   

               The Joker's Thug DUCKS, then comes back up, beaming.

                                     JOKER'S THUG
                         He missed!

-----------------------------------------------------------------------------------------------------
                                                                        86.


         210   EXT. PARKSIDE -- CONTINUOUS                                  210   

               Batman SWERVES past the Joker's truck, SLALOMS, wrapping the 
               CABLES around a LAMP POST, SPINNING to a halt to watch...

         211   EXT. PARKSIDE -- CONTINUOUS                                  211   

               The cable goes TAUT, RIPPING one post from its foundation- 
               the TRUCK'S FRONT WHEELS CATCH, FLIPPING IT END OVER END...

               The Joker crawls from the wreckage.  He jumps over the median 
               and starts waving his pistol at oncoming traffic.  Batman 
               GUNS the bat-pod and rides it up and over the median.

         212   INT. ARMORED CAR -- NIGHT                                    212   

               The Driver slows the car, pulls to the side.

                                     SHOTGUN SWAT
                         What the hell are you doing?

         213   EXT. PARKSIDE -- NIGHT                                       213   

               The Joker walks towards the Bat-pod, which SPEEDS towards 
               him.  He is FIRING his gun RANDOMLY at the oncoming traffic.

                                     THE JOKER
                         Hit me.  Come on.  Hit me.

               Batman watches as the Joker holds out his arms.  Waiting for 
               impact.  There is no room to go around him.

               Batman LOCKS UP THE BRAKES.

               The Joker watches as Batman DUMPS the bike, rather than

               Smashing into him.  Batman SLAMS into the wall.

               The Joker's thug reach Batman first.  He is unconscious.  
               The first Thug pulls at the mask.  An ELECTRIC SHOCK from 
               the batsuit THROWS him back.  The Joker LAUGHS.  Flicks his 
               switchblade.  Crouches-

                                     VOICE
                         Drop it.

                                     THE JOKER
                         Just give me a second.

               The gun is COCKED.  The Joker drops the knife.  Sits.  Looks 
               back.  Behind them is the armored car.  The man standing 
               over him is the Driver.  He pulls off his helmet.

               It's JIM GORDON.  Back from the dead.

-----------------------------------------------------------------------------------------------------
                                                                        87.


                                     GORDON
                         We got you, you son of a bitch.

         214   INT. ARMORED CAR -- MOMENTS LATER                            214   

               Dent looks up as the door swings open to reveal Gordon.  
               Dent GRINS.

                                     DENT
                         Lieutenant, you do like to play it 
                         pretty close to the chest...

                                     GORDON
                         We got him, Harvey.

               Dent nods.  Respect in his eyes.  They shake hands.

         215   EXT. PARKSIDE -- NIGHT                                       215   

               A small army of cops have sealed off the roadway.  Gordon 
               pulls away in the squad car containing the Joker.

               REPORTERS clamor for an interview with Dent, who is being 
               helped out of the van by the SWATS.  Ramirez pushes through 
               the pack, shoving reporters aside.

                                     RAMIREZ
                         Let him be!  He's been through enough-

               Dent follows Ramirez to a squad car- Wuertz is in the driver's 
               seat.  Dent smiles at Ramirez as she opens the rear door.

                                     DENT
                         Thanks, detective- I've got a date 
                         with a pretty upset fiancée.

                                     RAMIREZ
                         I figured, counselor.

               Ramirez shuts the door on Dent.  Signals Wuertz to pull out.

         216   INT. HOLDING, MCU, GOTHAM CENTRAL -- NIGHT                   216   

               The Joker sits in a holding cage.  His makeup has run, his 
               clothes a mess- but his calm lends him an odd dignity.  COPS 
               SMASH their night sticks against the bars near the Joker's 
               head.  The Joker does not flinch.

                                     GORDON
                         Stand away!  All of you.  I don't 
                         want anything for his mob lawyer to 
                         use, understand?  Handle this guy 
                         like he's made of glass.

               The Mayor walks in.  Shakes Gordon's hand.

-----------------------------------------------------------------------------------------------------
                                                                        88.


                                     MAYOR
                         Back from the dead.

                                     GORDON
                         I couldn't chance my family's safety.

               The Mayor looks over at the Joker in his cage.

                                     MAYOR
                         What do we got?

                                     GORDON
                         Nothing.  No matches on prints, DNA, 
                         dental.  Clothing is custom, no 
                         labels.  Nothing in his pockets but 
                         knives and lint.  No name, no other 
                         alias... nothing.

                                     MAYOR
                         Go home, Gordon.  The clown'll keep 
                         till morning.  Get some rest- you're 
                         going to need it.  Tomorrow, you 
                         take the big job.
                              (off look)
                         You don't have any say in the matter.
                              (louder, for all)
                         Commissioner Gordon.

               The cops in M.C.U. start CHEERING.

         217   EXT. GORDON HOME -- NIGHT                                    217   

               Gordon rings the bell.  Barbara answers it, dressed in black.

                                     GORDON
                         Couldn't tell you.  I couldn't risk-

               She SLAPS Gordon.  He grabs her, holds her tight as she sobs.

         218   INT. HOLDING, MCU, GOTHAM CENTRAL -- NIGHT                   218   

               The Joker's men are processed.  In the harsh light, the men 
               look a little ridiculous in their clown make-up.  DETECTIVE 
               MURPHY turns to Stephens.

                                     DETECTIVE MURPHY
                         Look at these ugly bastards.

               One of the men, walks over, clutching at his belly.

                                     FAT THUG
                         I don't feel good.

-----------------------------------------------------------------------------------------------------
                                                                        89.


                                     DETECTIVE MURPHY
                         You're a cop killer.  You're lucky 
                         to be feeling anything below the 
                         neck.

               Alone in his cage, the Joker smiles at this.

         219   INT. KIDS' BEDROOM, GORDON HOME -- NIGHT                     219   

               Gordon crouches by his son's beside.  He reaches out to touch 
               James Jr's cheek.  James's eyes open.  Staring at his dad as 
               if still dreaming.

                                     JAMES
                              (whispers)
                         Did Batman save you, dad?

               Gordon looks at his son.  A little pride seeps in.

                                     GORDON
                         Actually, this time I saved him.

               Gordon's phone rings-

         220   INT. MAJOR CRIMES UNIT, GOTHAM CENTRAL -- NIGHT              220   

               Gordon PUSHES through the swarm of detectives crowded into 
               the observation room.  The Joker can be seen through the 
               glass, as well as on a large MONITOR.  Sitting there.  Calm.

                                     GORDON
                         Has he said anything, yet?

               Ramirez shakes her head.  Gordon PUSHES through a door...

         221   INT. INTERROGATION, MCU, GOTHAM CENTRAL -- NIGHT             221   

               The Joker, in near darkness.  Gordon walks in.  Sits.

                                     THE JOKER
                         Evening, Commissioner.

                                     GORDON
                         Harvey Dent never made it home.

                                     THE JOKER
                         Of course not.

                                     GORDON
                         What have you done with him?

                                     THE JOKER
                              (laughs)
                         Me?  I was right here.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        90.


                                     THE JOKER (CONT'D)
                         Who did you leave him with?  Your 
                         people?  Assuming, of course, that 
                         they are your people not Maroni's...
                              (off look)
                         Does it depress you, Lieutenant, to 
                         know how alone you are?

               Gordon can't help glancing at the mounted CAMERA.

                                     THE JOKER (CONT'D)
                         Does it make you feel responsible 
                         for Harvey Dent's current predicament?

                                     GORDON
                         Where is he?

                                     THE JOKER
                         What time is it?

                                     GORDON
                         What difference does that make?

                                     THE JOKER
                         Depending on the time, he might be 
                         in one spot.
                              (smiles)
                         Or several.

               Gordon stands.  Moves to the Joker.  Undoes his handcuffs.

                                     GORDON
                         If we're going to play games, I'm 
                         going to need a cup of coffee.

                                     THE JOKER
                         The good cop, bad cop routine?

               Gordon pauses, hand on the doorknob.

                                     GORDON
                         Not exactly.

               Gordon steps out.  The overhead lights COME ON.  BATMAN IS 
               BEHIND HIM.  The Joker BLINKS in the HARSH WHITE LIGHT.

               WHAM!  The Joker's face HITS the table- comes up for air-

               CRACK!  CRACK!  To the head.  Batman is in front of him.  
               The Joker stares, fascinated.  Bleeding.

                                     THE JOKER
                         Never start with the head... victim 
                         gets fuzzy.  Can't feel the next-

-----------------------------------------------------------------------------------------------------
                                                                        91.


               CRACK!  Batman's fist SMACKS down on the Joker's fingers.

                                     THE JOKER (CONT'D)
                              (calm)
                         See?

                                     BATMAN
                         You wanted me.  Here I am.

                                     THE JOKER
                         I wanted to see what you'd do.  And 
                         you didn't disappoint...
                              (laughs)
                         You let five people die.  Then you 
                         let Dent take your place.  Even to a 
                         guy like me... that's cold-

                                     BATMAN
                         Where's Dent?

                                     THE JOKER
                         Those mob fools want you gone so 
                         they can get back to the way things 
                         were.  But I know the truth- there's 
                         no going back.  You've changed things.  
                         Forever.

                                     BATMAN
                         Then why do you want to kill me?

               The Joker starts LAUGHING.  After a moment he's laughing so 
               hard it sounds like SOBBING.

                                     THE JOKER
                         Kill you?  I don't want to kill you.  
                         What would I do without you?  Go 
                         back to ripping off Mob dealers?  No 
                         you...
                              (points)
                         You.  Complete.  Me.

                                     BATMAN
                         You're garbage who kills for money.

                                     THE JOKER
                         Don't talk like one of them- you're 
                         not, even if you'd like to be.  To 
                         them you're a freak like me... they 
                         just need you right now.

               He regards Batman with something approaching pity.

                                     THE JOKER (CONT'D)
                         But as soon as they don't, they'll 
                         cast you out like a leper.

-----------------------------------------------------------------------------------------------------
                                                                        92.


               The Joker looks into Batman's eyes.  Searching.

                                     THE JOKER (CONT'D)
                         Their morals, their code... it's a 
                         bad joke.  Dropped at the first sign 
                         of trouble.  They're only as good as 
                         the world allows them to be.  You'll 
                         see- I'll show you... when the chips 
                         are down, these civilized people... 
                         they'll eat each other.
                              (grins)
                         See, I'm not a monster... I'm just 
                         ahead of the curve.

               Batman GRABS the Joker and pulls him upright.

         222   INT. OBSERVATION ROOM, MCU, GOTHAM CENTRAL -- NIGHT          222   

               One of the Detectives moves for the door.  Gordon stops him.

                                     GORDON
                         He's in control.

         223   INT. INTERROGATION ROOM, MCU, GOTHAM CENTRAL -- NIGHT        223   

               Batman HOISTS the Joker up by the neck.

                                     BATMAN
                         Where's Dent?

                                     THE JOKER
                         You have these rules.  And you think 
                         they'll save you.

                                     BATMAN
                         I have one rule.

                                     THE JOKER
                         Then that's the one you'll have to 
                         break.  To know the truth.

                                     BATMAN
                         Which is?

                                     THE JOKER
                              (smiles)
                         The only sensible way to live in 
                         this world is without rules.  Tonight 
                         you're going to break your one rule...

               Batman leans in to the Joker.

                                     BATMAN
                         I'm considering it.

-----------------------------------------------------------------------------------------------------
                                                                        93.


                                     THE JOKER
                         There are just minutes left- so, 
                         you'll have to play my little game 
                         if you want to save...
                              (with relish)
                         ...one of them.

                                     BATMAN
                         Them?

                                     THE JOKER
                         For a while I thought you really 
                         were Dent, the way you threw yourself 
                         after her-

               Batman DROPS the Joker- RIPS up a bolted-down chair-

         224   INT. OBSERVATION ROOM, MCU, GOTHAM CENTRAL -- NIGHT          224   

               Gordon MOVES for the door-

         225   INT. OBSERVATION ROOM, MCU -- CONTINUOUS                     225   

               Batman JAMS the chair under the doorknob- PICKS up the Joker 
               and HURLS him into the two-way glass.  The glass SPIDERS.

         226   INT. INTERROGATION ROOM, MCU, GOTHAM CENTRAL -- NIGHT        226   

               The Joker, bleeding from nose and mouth, LAUGHS at Batman.

                                     THE JOKER
                         Look at you go... does Harvey know 
                         about you and his-?

               The Joker SMASHES into the wall- SLIDES to the floor.  Batman 
               stands over him, a man possessed-

                                     BATMAN
                         WHERE ARE THEY?!

               He GRABS the Joker, holding him close-

                                     THE JOKER
                         Killing is making a choice...

               Batman PUNCHES the Joker across the face.  HARD.

                                     BATMAN
                         WHERE ARE THEY?!

               The Joker FEEDS off Batman's anger.  Loving it.

                                     THE JOKER
                         ...you choose one life over the other.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        94.


                                     THE JOKER (CONT'D)
                         Your friend, the district attorney.  
                         Or his blushing bride-to-be.

               Batman PUNCHES the Joker again.  The Joker LAUGHS.

                                     THE JOKER (CONT'D)
                         You have nothing.  Nothing to threaten 
                         me with.  Nothing to do with all 
                         your strength...
                              (spits a tooth)
                         But don't worry, I'm going to tell 
                         you where they are.  Both of them, 
                         and that's the point- you'll have to 
                         choose.

               The Batman stares at the Joker...

                                     THE JOKER (CONT'D)
                         He's at 250 52nd Boulevard.  And 
                         she's on avenue X at Cicero.

               Batman DROPS him.

         227   INT. OBSERVATION ROOM, MCU, GOTHAM CENTRAL -- NIGHT          227   

               Batman RACES past Gordon.

                                     GORDON
                         Which one are you-

                                     BATMAN
                         Dent knew the risks.

               Gordon looks back- the Joker is bloody, but grinning.

         228   EXT. MCU, GOTHAM CENTRAL -- NIGHT                            228   

               Several cops see Batman climb onto the bat-pod and TEAR off.

         229   EXT. STREETS, GOTHAM -- NIGHT                                229   

               Batman SWERVES into oncoming traffic, CHAOS in his wake.

         230   EXT. GOTHAM CENTRAL -- NIGHT                                 230   

               Gordon and his men SCRAMBLE into their cars...

         231   INT. BASEMENT APARTMENT -- NIGHT                             231   

               Black.

                                     RACHEL
                         Can anyone hear me?

-----------------------------------------------------------------------------------------------------
                                                                        95.


               Harvey Dent opens his eyes.  He's bound to a chair in a dingy, 
               unfurnished basement apartment.

                                     DENT
                         Rachel?  Rachel is that you?

                                     RACHEL
                              (sobbing)
                         Harvey.  You're OK.  I thought...

               Her voice is coming from a speakerphone on the floor.

                                     DENT
                         It's OK, Rachel.  Everything's going 
                         to be just fine.

               He looks around.  Behind him, metal BARRELS, hooked up to a 
               car battery, with a TIMER counting down: five minutes.

         232   INT. INTERROGATION ROOM, MCU, GOTHAM CENTRAL -- NIGHT        232   

               The Joker sits, smiling, content.  Stephens guards the door.

                                     THE JOKER
                         I want my phone call.

                                     STEPHENS
                         That's nice.

                                     THE JOKER
                         How many of your friends have I 
                         killed?

                                     STEPHENS
                         I'm a twenty year man.  I can tell 
                         the difference between punks who 
                         need a little lesson in manners, and 
                         the freaks like you who would just 
                         enjoy it.
                              (quiet)
                         And you killed six of my friends.

         233   INT. HOLDING AREA, MCU, GOTHAM CENTRAL -- NIGHT              233   

               The Fat Thug shuffles to the bars, where a COP stands guard.

                                     FAT THUG
                              (agony)
                         Please.  My insides hurt.

                                     COP
                         Step away from the bars.

-----------------------------------------------------------------------------------------------------
                                                                        96.


                                     FAT THUG
                         The boss said he would make the voices 
                         go away.  He said he would go inside 
                         and replace them with bright lights.  
                         Like Christmas.

                                     COP
                         That's great.  Please step-

               The Fat Thug COLLAPSES.  The Cop grabs his radio.

         234   INT. WAREHOUSE -- NIGHT                                      234   

               Rachel is bound to a chair.  Behind her are barrels identical 
               to the ones behind Dent.

                                     DENT
                         Can you move your chair?

                                     RACHEL
                         No.  Harvey, we don't have much time-

               The timer connected to the bomb reads 2.47... 2.46...

         235   INT. BASEMENT APARTMENT -- NIGHT                             235   

               Dent DRAGS his chair, inching closer to the barrels.

                                     DENT
                         Look for something to free yourself.

               The chair JAMS against a ridge in the floor.  Dent STRAINS 
               to reach the timer.  Inches shy.

                                     RACHEL
                         They said only one of us was going 
                         to make it.  That they'd let our...
                              (pause)
                         Our friends choose...

               Dent strains... THE CHAIR, AND DENT, TOPPLE OVER- KNOCKING 
               OVER A BARREL.

                                     RACHEL (CONT'D)
                         Harvey?  What's happening?

               Dent, one side of his face pressed against the bare floor, 
               watches the open barrel SPEW DIESEL FUEL around him-

                                     DENT
                         Nothing.  I'm trying to...

               Dent contorts his head to keep from swallowing any.

-----------------------------------------------------------------------------------------------------
                                                                        97.


         236   EXT. STREETS, GOTHAM -- NIGHT                                236   

               The bat-pod SKIDS SIDEWAYS, WHEELS FLIPPING as the gyro keeps 
               Batman upright on the tumbling bike- it comes to rest- guns 
               lined up with a fire exit- BLOWS the door off its hinges-
               JUMPS off the bike-

         237   EXT. 52ND STREET, GOTHAM -- NIGHT                            237   

               Gridlock.  Gordon SWERVES onto the sidewalk.  People SCATTER.

         238   INT. INTERROGATION ROOM, MCU, GOTHAM CENTRAL -- NIGHT        238   

               The Joker sits like a kid kept after class.  He smiles.

                                     THE JOKER
                         You know why I use a knife, Detective?  
                         Guns are too quick.  You don't get 
                         to savor all the little emotions.  
                         See, in their last moments, people 
                         show you who they really are...

               Stephens tries hard to ignore him.  It isn't working.

                                     THE JOKER (CONT'D)
                         So, in a way, I knew your friends 
                         better than you ever did.
                              (smiles)
                         Would you like to know which of them 
                         were really cowards?

                                     STEPHENS
                              (rolls up sleeves)
                         I know you're going to enjoy this.  
                         But I'm going to enjoy it more.

               Stephens PUNCHES the Joker in the gut.

         239   INT. BASEMENT APARTMENT -- NIGHT                             239   

               Dent is half submerged in diesel fuel.

                                     RACHEL
                         Harvey, in case... I want you to 
                         know something...

               Dent CHOKES, his emotions overwhelming him.

                                     DENT
                         Don't think like that, Rachel.  
                         They're coming for you.

                                     RACHEL
                         I know, but I don't want them to...

-----------------------------------------------------------------------------------------------------
                                                                        98.


         240   INT. WAREHOUSE -- NIGHT                                      240   

               Rachel looks at the timer.  Ten seconds left.

                                     RACHEL
                         I don't want to live without you.  
                         Because I do have an answer, and my 
                         answer is yes...

         241   INT. HOLDING AREA, MCU, GOTHAM CENTRAL -- NIGHT              241   

               A MEDIC CUTS away the Fat Thug's shirt- his belly has large 
               INCISION, which has been closed with crude looking STITCHES-

                                     MEDIC
                         He's got some kind of... contusion...

               A RECTANGULAR SHAPE is visible under the skin above his navel.

         242   INT. DETECTIVE'S ROOM, MCU, GOTHAM CENTRAL -- NIGHT          242   

               Stephens shuffles out into the room, a piece of BROKEN GLASS 
               held to his THROAT by the Joker.  Cops draw their weapons.

                                     STEPHENS
                         This is my own damn fault.  Just 
                         shoot him.

                                     DETECTIVE MURPHY
                         What do you want?

                                     THE JOKER
                         I want my phone call.

               The Detectives look at each other.  One of them pulls out 
               his cell phone.  TOSSES it to the Joker, who begins to dial.

         243   INT. HOLDING AREA, MCU, GOTHAM CENTRAL -- NIGHT              243   

               The Medic gingerly PRESSES the rectangle.  It illuminates, a 
               soft blue light visible through the skin.

                                     COP
                         Is that a... phone?

         244   INT. DETECTIVE'S ROOM, MCU, GOTHAM CENTRAL -- NIGHT          244   

               The Joker presses SEND.  At the end of the room, the door to 
               the holding area EXPLODES-

         245   INT. HALLWAY, TENEMENT -- NIGHT                              245   

               Batman SPRINTS down the hall- stops at a door- KICKS it-

-----------------------------------------------------------------------------------------------------
                                                                        99.


         246   EXT. 52ND STREET, GOTHAM -- NIGHT                            246   

               Cars PULL UP- Gordon gets out, carrying a fire ax-

         247   INT. HALLWAY, TENEMENT -- NIGHT                              247   

               Batman KICKS- the door gives- Batman SMASHES it open-

         248   INT. BASEMENT APARTMENT -- NIGHT                             248   

               Batman BURSTS through the door- Dent looks up in horror-

                                     DENT
                         NO!  Not me... Why did you come for 
                         me?!

               Batman STARES at Dent.  The Joker lied.  The counter hits 5

               Seconds.  Batman DRAGS Dent out- Dent FIGHTS to stay-

                                     DENT (CONT'D)
                         RACHEL!

                                     RACHEL
                         Harvey?  Harvey, it's okay...

                                     DENT
                         RACHEL!!!

         249   EXT. 52ND STREET, GOTHAM -- NIGHT                            249   

               Gordon, axe in hand, RUNS towards the entrance-

         250   INT. WAREHOUSE -- NIGHT                                      250   

               Rachel can hear Dent.  The counter runs out.

                                     RACHEL
                              (calm)
                         Somewhere-

               AN EXPLOSION.  ALL-CONSUMING.

         251   EXT. 52ND STREET, GOTHAM -- NIGHT                            251   

               The BLAST HURLS Gordon backward onto the hood of his car- 
               THE ENTIRE WAREHOUSE IS AN ENORMOUS EXPLOSION-

         252   INT. BASEMENT APARTMENT -- NIGHT                             252   

               Batman wraps his cape around Dent and hurls them both through 
               the door.  Dent is SCREAMING-

-----------------------------------------------------------------------------------------------------
                                                                       100.


         253   EXT. 52ND STREET, GOTHAM -- NIGHT                            253   

               Gordon picks himself up.  The warehouse is an inferno.  He 
               heads for it anyway.  Five of his men have to RESTRAIN HIM.

         254   EXT. ALLEYWAY, GOTHAM -- NIGHT                               254   

               A SECOND EXPLOSION- Batman COVERS Dent as the FIREBALL HITS 
               them- IGNITING the diesel soaking Dent's left side- he starts 
               BURNING.  And stops screaming.  Batman ROLLS Dent on the wet 
               pavement... Dent SIZZLES.  Silent.

         255   INT. SPECIAL HOLDING AREA, MCU, GOTHAM CENTRAL -- NIGHT      255   

               The Joker walks to the bars of another cell.  Grins.

                                     THE JOKER
                         Hello there.

               In his cell.  Terrified.  Lau.

         256   EXT. AMBULANCE -- CONTINUOUS                                 256   

               Dent is wheeled into an ambulance, bandages held to his face.

               His one visible eye STARES BLANKLY, oblivious to the panic-

         257   EXT. 52ND STREET -- CONTINUOUS                               257   

               Gordon watches the fire.  DEBRIS blows across the asphalt.

               Gordon picks up two pieces: SINGED JOKER CARDS.  In place of 
               the Joker's face is a PHOTO OF LAU.  A POLICE SERGEANT 
               approaches.

                                     SERGEANT
                         Dent's alive, Jim.  Just.  But back 
                         at M.C.U.... the Joker's gone...

                                     GORDON
                         With Lau?
                              (the Cop nods)
                         The Joker planned to be caught.  He 
                         wanted me to lock him up in M.C.U..

         258   EXT. STREET, DOWNTOWN GOTHAM -- DAWN                         258   

               A squad car BLAZES down the street.  The Joker sticks his 
               head out the window like a dog, feeling the wind...

         259   INT. KITCHEN, WAYNE PENTHOUSE -- DAWN                        259   

               Alfred sits at a table reading the letter from Rachel.

-----------------------------------------------------------------------------------------------------
                                                                       101.


                                     RACHEL (V.O.)
                         Dear Bruce, I need to explain...

         260   EXT. 52ND STREET -- DAWN                                     260   

               Water.  Smoldering blackness.  The FIRE CREWS extinguish the 
               last flames of the devastated building.  A FIREMAN nudges 
               his COLLEAGUE, pointing out something in the devastation...

                                     RACHEL (V.O.)
                         ...I need to be honest and clear. 
                         I'm going to marry Harvey Dent...

         261   INT. INTENSIVE CARE UNIT -- DAWN                             261   

               Glimpses of Dent's damaged face as SURGEONS surround him.

                                     RACHEL (V.O.)
                         I love him, I want to spend the rest 
                         of my life with him...

         262   EXT. 52ND STREET -- DAWN                                     262   

               The Firemen watch a statue-like figure amidst the charred 
               ruins.  The Batman.

                                     RACHEL (V.O.)
                         When I told you that if Gotham no 
                         longer needed Batman we could be 
                         together, I meant it...

         263   INT. MCU, GOTHAM CENTRAL -- DAY                              263   

               Gordon surveys the wreckage of MCU.  The bodies.

                                     RACHEL (V.O.)
                         But I'm not sure the day will come...

         264   EXT. 52ND STREET -- DAWN                                     264   

               Batman bends to the ground on one knee, his black glove spread 
               against the smoldering debris.

                                     RACHEL (V.O.)
                         ...when you no longer need Batman.  
                         I hope it does, and if it does I 
                         will be there...

               He spots something.  DENT'S TWO-HEADED COIN.  Blackened, 
               SCARRED.  Batman turns it over.  The other side is PRISTINE.

         265   INT. KITCHEN, WAYNE PENTHOUSE -- DAWN                        265   

               Alfred reads.

-----------------------------------------------------------------------------------------------------
                                                                       102.


                                     RACHEL (V.O.)
                         ...but as your friend.  I'm sorry to 
                         let you down...

         266   INT. HOSPITAL ROOM -- DAWN                                   266   

               Dent, heavily bandaged, hooked up to various machines.

               Batman stands at the foot of his bed.  Watching.

                                     RACHEL (V.O.)
                         If you lose your faith in me, please 
                         keep your faith in people...

                                     BATMAN
                         I'm sorry, Harvey.

               Batman puts DENT'S DAMAGED COIN on the bedside table.

         267   INT. KITCHEN, WAYNE PENTHOUSE -- CONTINUOUS                  267   

                                     RACHEL (V.O.)
                         Love, now and always, Rachel.

               Alfred finishes the letter.  Tears in his eyes, he folds it 
               back into its envelope.  Places it on the breakfast tray.

         268   INT. WAYNE PENTHOUSE -- DAWN                                 268   

               Alfred moves through the silent space, stepping past the 
               cowl and gauntlets lying on the cold marble.  He approaches 
               Wayne, half-undressed, slumped in a chair, watching Gotham.

                                     ALFRED
                         I prepared a little breakfast.

               Nothing.  Alfred sets down the tray.  The envelope is propped 
               against the silver teapot.

                                     ALFRED (CONT'D)
                         Very well.

                                     WAYNE
                         Alfred?

                                     ALFRED
                         Yes, Master Wayne?

               Wayne turns, a desperate look in his eye.

                                     WAYNE
                         Did I bring this on us?  On her?  I 
                         thought I would inspire good, not 
                         madness-

-----------------------------------------------------------------------------------------------------
                                                                       103.


                                     ALFRED
                         You have inspired good.  But you 
                         spat in the face of Gotham's criminals- 
                         didn't you think there might be 
                         casualties?  Things were always going 
                         to have to get worse before they got 
                         better.

                                     WAYNE
                         But Rachel, Alfred...

                                     ALFRED
                         Rachel believed in what you stood 
                         for.  What we stand for.

               Wayne looks up at Alfred.  Alfred picks up the cowl.

                                     ALFRED (CONT'D)
                         Gotham needs you.

                                     WAYNE
                         Gotham needs its hero.  And I let 
                         the Joker blow him half to hell-

                                     ALFRED
                         Which is why for now, they'll have 
                         to make do with you.

               Alfred hands him the cowl.  Wayne looks at him.

                                     WAYNE
                         She was going to wait for me.  Dent 
                         doesn't know.  He can never know...

               Alfred glances at the envelope.  Takes it off the tray.

                                     WAYNE (CONT'D)
                         What's that?

                                     ALFRED
                         It can wait.

               Alfred puts the envelope in his pocket.

                                     WAYNE
                         That bandit, in the forest in Burma... 
                         Did you catch him?
                              (Alfred nods)
                         How?

                                     ALFRED
                              (uneasy)
                         We burned the forest down.

-----------------------------------------------------------------------------------------------------
                                                                       104.


         269   EXT. DOWNTOWN GOTHAM -- DAY                                  269   

               A national guard helicopter ROARS over Gotham General.

         270   INT. HOSPITAL ROOM -- DAY                                    270   

               Dent.  Bandaged.  Sedated.  Coming up for air.  Sees something 
               on the table: his coin.  He fumbles for it, marvelling at 
               its shiny face.  Remembering.

               INSERT CUT: RACHEL CATCHES THE COIN.

               Dent turns the coin over.  The other side is devastated.  He 
               STARES at the scarred face.  Starts ripping his bandages.

         271   INT. WAYNE PENTHOUSE -- DAY                                  271   

               Alfred comes up to Wayne.  Points him to the TV.

                                     ALFRED
                         You need to see this.

               On screen: Engel, in his studio, addresses the camera.

                                     ENGEL
                         ...he's a credible source- an A and 
                         M lawyer for a prestigious 
                         consultancy.  He says he's waited as 
                         long as he can for the Batman to do 
                         the right thing...

               The shot cuts to REESE, nodding.

                                     ENGEL (CONT'D)
                         Now he's taking matters into his own 
                         hands.  We'll be live at five with 
                         the true identity of the Batman, 
                         stay with us...

         272   INT. HOSPITAL ROOM -- CONTINUOUS                             272   

               Gordon ENTERS.  Dent STARES to one side.  He looks normal.

                                     GORDON
                         I'm sorry about Rachel.
                              (nothing)
                         The Doctor says you're in agonizing 
                         pain but you won't accept medication.  
                         That you're refusing skin grafts-

                                     DENT
                         Remember the name you all had for me 
                         when I was at Internal Affairs?  
                         What was it, Gordon?

-----------------------------------------------------------------------------------------------------
                                                                       105.


                                     GORDON
                         Harvey, I can't-

                                     DENT
                         SAY IT!

               Dent's anger makes Gordon flinch.  He looks away.  Ashamed.

                                     GORDON
                              (small)
                         Two-face.  Harvey two-face.

               Dent turns to face Gordon- the left side of Dent's face is 
               DESTROYED- skin blackened and shriveled.  Molars visible.  
               The eye a ball and socket.  Dent manages a small smile with 
               the good side of his face.

                                     DENT
                         Why should I hide who I am?

                                     GORDON
                         I... I know you tried to warn me.  
                         I'm sorry.  Wuertz picked you up- 
                         was he working for them?
                              (nothing)
                         Do you know who picked up Rachel?
                              (nothing)
                         Harvey, I need to know which of my 
                         men I can trust.

               Dent looks at Gordon.  Cold.

                                     DENT
                         Why would you listen to me now?

                                     GORDON
                         I'm sorry, Harvey.

                                     DENT
                         No.  No you're not.  Not yet.

               Gordon takes a last look at Dent.  Then leaves.

         273   INT. CORRIDOR, HOSPITAL -- CONTINUOUS                        273   

               Gordon steps out.  Someone is there.  Maroni.  On crutches.

               Gordon stares at him.  Cold.  Maroni shifts, awkward.

                                     MARONI
                         This craziness.  This is too much.

                                     GORDON
                         You should have thought of that before 
                         you let the clown out of the box.

-----------------------------------------------------------------------------------------------------
                                                                       106.


                                     MARONI
                         You want him, I can tell you where 
                         he'll be this afternoon.

         274   EXT. ABANDONED DOCKS -- DAY                                  274   

               The Chechen gets out of his SUV.  Looks at a RUSTED HULK.

               The Chechen, bodyguards, and dogs, head up the gangplank.

         275   INT. RUSTED HULK -- CONTINUOUS                               275   

               They pass into a huge hold.  In the middle: A BILLION DOLLARS.  
               The pile is thirty feet high.  Standing on top- the Joker.  
               At his feet, bound, is Lau.  The Chechen laughs.

                                     CHECHEN
                         Like I say- not so crazy as you look.

               The Joker jumps from the top, slides down the pile.

                                     THE JOKER
                         I told you- I'm a man of my word.
                              (looks around)
                         Where's the Italian?

               The Chechen shrugs.  Pulls out a cigar.  Lights it.

                                     CHECHEN
                         More for us.  What you do with all 
                         your money, Mr. Joker?

               The Joker GRABS a can of GASOLINE from his thug.

                                     THE JOKER
                         I'm a man of simple tastes.  I like 
                         gunpowder.  Dynamite...

               He is SPLASHING gasoline onto the money.

                                     THE JOKER (CONT'D)
                         ...gasoline...

               The Chechen, FURIOUS, steps forwards.  The Joker turns.  
               JABS his gun in the Chechen's face.  The Chechen's bodyguards 
               REACT.  The Joker's men DRAW on them.

                                     THE JOKER (CONT'D)
                         And you know what they have in common?  
                         They're cheap.

                                     CHECHEN
                         You said you were a man of your word.

               The Joker PLUCKS the cigar from the Chechen's lips.

-----------------------------------------------------------------------------------------------------
                                                                       107.


                                     THE JOKER
                         I am.

               The Joker tosses the cigar at the pile.

                                     THE JOKER (CONT'D)
                         I'm only burning my half.

               The Chechen watches the money catch fire.

                                     THE JOKER (CONT'D)
                         All you care about is money.  This 
                         city deserves a better class of 
                         criminal, and I'm going to give it 
                         to them.  This is my town now.  Tell 
                         your men they work for me.

               The Joker crouches down to the Chechen's dogs.  They GROWL.

                                     CHECHEN
                         They won't work for a freak.

               The Joker takes out a knife.  Tosses it to his man.

                                     THE JOKER
                         Cut him up and offer him to his little 
                         Princes.  Let's show him just how 
                         loyal a hungry dog is.

               The Joker's men GRAB the Chechen.

                                     THE JOKER (CONT'D)
                         It's not about money.  It's about 
                         sending a message...

               The Joker watches the towering FLAMES.  Lau screams.

                                     THE JOKER (CONT'D)
                         Everything.  Burns.

               The Joker pulls out a phone...

         276   INT. TELEVISION STUDIO -- DAY                                276   

               Reese has a confident air.  Engel is taking calls.

                                     CALLER 1 (O.S.)
                         I wanna how much they're gonna pay 
                         you to say who Batman really is.

                                     REESE
                         That's simply not why I'm doing this.

                                     ENGEL
                         Caller, you're on the air.

-----------------------------------------------------------------------------------------------------
                                                                       108.


                                     CALLER 2 (O.S.)
                         Harvey Dent didn't want us to give 
                         in to this maniac- you think you 
                         know better than him?  

                                     ENGEL
                         Guy's got a point- Dent didn't want 
                         Batman to give himself up, is this 
                         the right thing to do?

                                     REESE
                         If we could talk to Dent now he might 
                         feel differently-

                                     ENGEL
                         And we wish him a speedy recovery.  
                         God knows we need him, now.  Let's 
                         take another call-

                                     OLD LADY (O.S.)
                         Mr. Reese, what's more valuable: one 
                         life, or a hundred?  

                                     REESE
                         I guess it would depend on the life.

                                     OLD LADY (O.S.)
                         OK.  Let's say it's your life.  Is 
                         it worth more than the lives of 
                         several hundred others?  

                                     REESE
                         Of course not.

                                     OLD LADY (O.S.)
                         I'm glad you feel that way.  Because 
                         I've put a bomb in one of the city's 
                         hospitals.  It's going off in sixty 
                         minutes unless someone kills you.

                                     ENGEL
                         Who is this?

                                     OLD LADY (O.S.)
                         Just a concerned citizen-
                              (drops pitch to the 
                              JOKER'S VOICE)
                         -and regular guy...

         277   INT. MAJOR CRIMES UNIT, GOTHAM CENTRAL -- CONTINUOUS         277   

               Gordon and his men are gearing up to take down the Joker.  A 
               Detective turns up the TV in the bullpen-

-----------------------------------------------------------------------------------------------------
                                                                       109.


                                     THE JOKER (O.S.)
                         I had a vision.  Of a world without 
                         Batman.  The mob ground out a little 
                         profit and the police tried to shut 
                         them down, one block at a time... 
                         and it was so... boring.  I've had a 
                         change of heart.  I don't want Mr. 
                         Reese spoiling everything, but why 
                         should I have all the fun?  Let's 
                         give someone else a chance...

               Reese looks around, twitching.  Sweating.

                                     THE JOKER (O.S.) (CONT'D)
                         If Coleman Reese isn't dead in sixty 
                         minutes, then I blow up a hospital.  
                         Of course, you could always kill 
                         yourself, Mr. Reese.  But that would 
                         be the noble thing to do.  And you're 
                         a lawyer.

               The line rings off.  Engel is speechless.

               Gordon turns to the uniform COPS.

                                     GORDON
                         Call in every officer- tell them to 
                         head to their nearest hospital and 
                         start evac and search.  Call the 
                         transit authority, school board, 
                         prisons- get every available bus 
                         down to a hospital- the priority is 
                         Gotham General- wheel everybody out 
                         of that place right now- my hunch is 
                         that's where the bomb is.

                                     DETECTIVE MURPHY
                         Why?

                                     GORDON
                         That's where Harvey Dent is.

               The Uniforms SPRINT off.  Gordon turns to his Detectives.

                                     UNIFORMED COP
                         Where are we going, sir?

               On screen: Reese is a deer in the headlights.

                                     GORDON
                         To get Reese.

         278   INT. WAYNE PENTHOUSE -- DAY                                  278   

               Wayne and Alfred move to the elevator.

-----------------------------------------------------------------------------------------------------
                                                                       110.


                                     WAYNE
                         I need you plugged in, checking 
                         Gordon's men and their families.

                                     ALFRED
                         Looking for?

                                     WAYNE
                         Hospital admissions.

                                     ALFRED
                         Will you be taking the batpod, sir?

                                     WAYNE
                         In the middle of the day?  Not very 
                         subtle, Alfred.

                                     ALFRED
                         The Lamborghini then.
                              (watches Wayne go)
                         Much more subtle.

         279   EXT. GOTHAM STREETS -- DAY                                   279   

               Wayne's Lamborghini TEARS through downtown.

         280   INT. HOSPITAL -- CONTINUOUS                                  280   

               CHAOS.  PATIENTS and STAFF running around.  COPS and TRAFFIC 
               WARDENS try to manage the evacuation.  The COPS stationed 
               outside Dent's room, look around, unsure-

                                     NURSE
                         Sir, are you going to help?!

               Two Cops move to help wheel gurneys around the corner.

         281   INT. LOBBY, TELEVISION STUDIO -- DAY                         281   

               Gordon and his men escort Reese out of the elevator- Engel 
               follows with a camera crew.  As they approach the glass doors 
               Gordon looks out at an angry crowd.

                                     ENGEL
                         Commissioner?!  You really think 
                         someone would try to-

               Gordon SPOTS an OLD MAN raising a PISTOL- Gordon THROWS Reese 
               to the ground as SHOTS SHATTER the laminated glass of the 
               lobby.  The Crowd SURGES in all directions-

                                     GORDON
                         Get the cars around back!

               Gordon hauls Reese to the stairwell.

-----------------------------------------------------------------------------------------------------
                                                                       111.


         282   INT. LAMBORGHINI -- CONTINUOUS                               282   

               Wayne SLOWS past the chaos outside the television station.

                                     WAYNE
                         I saw O'Brien and Richards...

         283   INT. BAT-BUNKER -- CONTINUOUS                                283   

               Alfred types at the computer station.

                                     ALFRED
                         Nothing on them.  No immediate family 
                         members admitted to a Gotham hospital.

         284   INT. STAIRWELL, TELEVISION STUDIO -- CONTINUOUS              284   

               Gordon pulls the shaken Reese down the stairs...

                                     REESE
                              (shaken)
                         They're trying to kill me.

               ...and into a police VAN...

         285   INT. POLICE VAN -- CONTINUOUS                                285   

               Gordon throws Reese in the back.  Smiles.

                                     GORDON
                         Well, maybe Batman will save you.

               The van PEELS out.  Heads onto the streets.

         286   EXT. HOSPITAL -- CONTINUOUS                                  286   

               Cops load patients onto BUSES.  A TV van pulls up, Engel and 
               his Cameraman jump out.  One of Dent's guards, POLK, looks 
               into a SCHOOL BUS.  Turns to the Cop loading it.

                                     POLK
                         Okay, don't put anyone else on.
                              (gets on radio)
                         Davis, I got space, bring him out.
                              (no answer)
                         Davis?

               Polk heads back towards the hospital, against the flow.

         287   INT. LAMBORGHINI -- CONTINUOUS                               287   

               Wayne trails the police van from a distance.

-----------------------------------------------------------------------------------------------------
                                                                       112.


                                     WAYNE
                         I saw Burns and Zachary... and a 
                         patrolman I don't know.

                                     ALFRED
                         Burns is clean... Zachary...

                                     WAYNE
                         There's at least one I don't know- 
                         send the information to Gordon-

         288   INT. POLICE VAN -- CONTINUOUS                                288   

               Gordon's phone BEEPS.  He looks at a text: WATCH OUT.  COPS 
               WITH RELATIVES IN GOTHAM HOSPITALS- BURKE, RAMIREZ, TILL...

         289   INT. DENT'S HOSPITAL ROOM -- CONTINUOUS                      289   

               Polk enters the room.  No Davis.  Just a REDHEADED NURSE, 
               back towards him, reading Dent's chart.

                                     POLK
                         Ma'am, we're going to have to move 
                         him, now.
                              (nothing)
                         Ma'am?

               The Redhead TURNS- it is the Joker, silenced pistol in hand.

               He FIRES.

         290   EXT. GOTHAM STREETS -- CONTINUOUS                            290   

               The Lamborghini zips around a car to get closer to the van.

         291   INT. POLICE VAN -- CONTINUOUS                                291   

               Gordon is reading his phone: ERIKSON, BERG.  Gordon looks up 
               sharply.  Considers the uniformed cop nervously fingering 
               his shotgun.

                                     GORDON
                         Berg, isn't it?

               The young cop, BERG, looks up.  Sweating.

                                     BERG
                         Commissioner?

                                     GORDON
                         You okay, son?

               Berg nods.  Looks at his watch.

-----------------------------------------------------------------------------------------------------
                                                                       113.


         292   INT. HOSPITAL ROOM -- DAY                                    292   

               The Joker draws closer to Dent's bed.  Dent STRAINS at the 
               leather cuffs binding him to the bed.

                                     THE JOKER
                         I don't want there to be any hard 
                         feelings between us, Harvey.

               The Joker loosens Dent's restraints.

                                     THE JOKER (CONT'D)
                         When you and Rachel were being 
                         abducted I was sitting in Gordon's 
                         cage.  I didn't rig those charges-

                                     DENT
                         Your men.  Your plan.

                                     THE JOKER
                         Do I really look like a guy with a 
                         plan, Harvey?  I don't have a 
                         plan...The mob has plans, the cops 
                         have plans.  You know what I am, 
                         Harvey?

               Dent's hand is TREMBLING.

                                     THE JOKER (CONT'D)
                         I'm a dog chasing cars... I wouldn't 
                         know what to do with one if I caught 
                         it.  I just do things.  I'm just the 
                         wrench in the gears.  I hate plans.  
                         Yours, theirs, everyone's.  Maroni 
                         has plans.  Gordon has plans.  
                         Schemers trying to control their 
                         worlds.  I'm not a schemer, I show 
                         the schemers how pathetic their 
                         attempts to control things really 
                         are.  So when I say that you and 
                         your girlfriend was nothing personal, 
                         you know I'm telling the truth...

               Hands him the pistol.  Dent holds it to the Joker's head.

         293   EXT. INTERSECTION, GOTHAM STREETS -- CONTINUOUS              293   

               Wayne ROARS past a line of traffic to settle in a few cars 
               back from the police van, sitting at a red light.

         294   INT. LAMBORGHINI -- CONTINUOUS                               294   

               Wayne studies the intersection- spots a PICKUP jostling for 
               position on the cross street.

-----------------------------------------------------------------------------------------------------
                                                                       114.


         295   INT. POLICE VAN -- CONTINUOUS                                295   

               Gordon watches Berg, mentally tracing the trajectory of his 
               shotgun barrel as Berg fiddles with his gun.  Gordon starts 
               trying to subtly unholster his own weapon.

                                     GORDON
                         I'm gonna need your weapon, son.

               Berg looks at Gordon.

                                     BERG
                         What?

         296   INT. LAMBORGHINI -- CONTINUOUS                               296   

               Wayne watches the driver of the pickup staring intently at 
               the police van.  Lining it up.

         297   INT. POLICE VAN -- CONTINUOUS                                297   

               Reese looks from Berg to Gordon.  Berg looks at Gordon, 
               trembling, the barrel of his gun inching lower in the car.

                                     BERG
                         Why?  Because my wife's in hospital?

                                     GORDON
                         Yeah.  That would be why.

         298   INT. DENT'S HOSPITAL ROOM -- CONTINUOUS                      298   

               The Joker leans in, pressing his head to the gun's barrel.

                                     THE JOKER
                         It's the schemers who put you where 
                         you are.  You were a schemer.  You 
                         had plans.  Look where it got you.  
                         I just did what I do best- I took 
                         your plan, and I turned it on itself.  
                         Look what I've done to this city 
                         with a few drums of gas and a couple 
                         of bullets.  Nobody panics when the 
                         expected people get killed.  Nobody 
                         panics when things go according to 
                         plan, even if the plan is horrifying.
                         If I tell the press that tomorrow a 
                         gangbanger will get shot, or a 
                         truckload of soldiers will be blown 
                         up, nobody panics.  Because it's all 
                         part of the plan.  But when I say 
                         that one little old mayor will die, 
                         everybody loses their minds!
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                       115.


                                     THE JOKER (CONT'D)
                         Introduce a little anarchy, you upset 
                         the established order and everything 
                         becomes chaos.  I'm an agent of chaos.  
                         And you know the thing about chaos, 
                         Harvey?

               Dent looks into the Joker's eyes.  Finding meaning.

                                     THE JOKER (CONT'D)
                         It's fair.

               Dent looks down at the coin in his hands.  Turns it over, 
               feels it's comforting weight.  Shows the Joker the good side.

                                     DENT
                         You live.

               He turns the coin over.  The flip side is deeply SCARRED.

                                     DENT (CONT'D)
                         You die.

               The Joker looks at the coin.  Looks at Dent, admiringly.

                                     THE JOKER
                         Now you're talking.

               Dent FLICKS the coin into the air.  Catches it.  Looks.

         299   EXT. INTERSECTION, GOTHAM STREETS -- CONTINUOUS              299   

               The light turns GREEN.  The police van pulls into the 
               intersection- the pickup GUNS IT, RACING AT IT...

         300   INT. LAMBORGHINI -- CONTINUOUS                               300   

               Wayne FLOORS it, YANKS the wheel to pull up onto the sidewalk-

         301   INT. POLICE VAN -- CONTINUOUS                                301   

               Berg licks his lips, nervous.

                                     BERG
                         Mr. Reese?

         302   EXT. INTERSECTION, GOTHAM STREETS -- CONTINUOUS              302   

               The pickup BARRELS at the van, FULL TILT- at the last second 
               Wayne's Lamborghini SLIPS alongside the van- the pickup

               SMASHES INTO THE LAMBORGHINI

-----------------------------------------------------------------------------------------------------
                                                                       116.


         303   INT. POLICE VAN -- CONTINUOUS                                303   

               As the van JOLTS with the impact Gordon LEAPS forward, PUSHING 
               UP Berg's shotgun barrel, which FIRES into the roof- Gordon 
               SMASHES Berg on the head with his sidearm.

         304   EXT. INTERSECTION, GOTHAM STREETS -- CONTINUOUS              304   

               Gordon's men pull the pickup driver from his cab- Gordon 
               crouches down to the Lamborghini wreck to help pull Wayne 
               from the car.  Gordon recognizes him as he pulls him free.

                                     GORDON
                         You okay, Mr. Wayne?

               Wayne looks at him, woozy.  Sits on the curb.

                                     WAYNE
                         Call me Bruce.  I think so.

                                     GORDON
                         That was a brave thing, you did.

                                     WAYNE
                         Trying to catch the light?

                                     GORDON
                         You weren't protecting the van?

               Wayne turns- sees the police van as if for the first time.

               Reese steps down, dazed.

                                     WAYNE
                         Why?  Who's in it?

               Reese locks eyes with Wayne.  Nods.  Gordon sizes up Bruce 
               Wayne and his crushed sports car.

                                     GORDON
                         You don't watch a whole lot of news, 
                         do you, Mr. Wayne?

                                     WAYNE
                              (shrugs)
                         It can get a little intense.  Think 
                         I should go to hospital?

                                     GORDON
                         Not today, I wouldn't.

         305   INT. CORRIDOR, HOSPITAL -- CONTINUOUS                        305   

               The Joker walks calmly through the mostly deserted building.

-----------------------------------------------------------------------------------------------------
                                                                       117.


               As he walks he pulls a DETONATOR from his pocket.  Strolling 
               along he PUSHES THE BUTTON... STAGGERED EXPLOSIONS BURST 
               INTO THE CORRIDOR BEHIND HIM LIKE DEMOLITION BLASTS... the 
               Joker just walks out the door...

         306   EXT. HOSPITAL -- CONTINUOUS                                  306   

               The Joker STROLLS down the steps- WINDOWS BLOW OUT IN SERIES- 
               People DIVE for cover- Engel PILES into a school bus-

               The Joker walks across the parking lot- THE BUILDING 
               COLLAPSING BEHIND HIM...

         307   EXT. INTERSECTION, GOTHAM STREETS -- CONTINUOUS              307   

               Gordon hears the EXPLOSION.

                                     GORDON
                         Gotham general...
                              (grabs his phone)
                         Did you get Dent out?

                                     COP (O.S.)
                         I think so-

         308   EXT. HOSPITAL -- CONTINUOUS                                  308   

               The Cop cowers as DEBRIS and SMOKE BLAST across the street-

         309   INT. SCHOOL BUS -- CONTINUOUS                                309   

               The Joker gets onto the bus.  Nods at his man at the wheel.

         310   EXT. HOSPITAL -- CONTINUOUS                                  310   

               All eyes are on the collapsed building.  One school bus pulls 
               out from the line of other buses.  Heads down the street.

         311   INT. BAR, GOTHAM HEIGHTS -- DAY                              311   

               An empty neighborhood dive, the local DRUNK passed out at 
               the bar, BARTENDER, watching BREAKING NEWS on the TV.

                                     BARTENDER
                         Sweet Jesus.  D'you see this, Mike?  
                         They blew up a hospital...

               Detective Wuertz, at a booth looks up at the TV, bored.

                                     BARTENDER (CONT'D)
                         Shouldn't you be out there, you know, 
                         doing something?

                                     WUERTZ
                         It's my day off.

-----------------------------------------------------------------------------------------------------
                                                                       118.


               The Bartender shuts the register.

                                     BARTENDER
                         I gotta take a leak, keep an eye on 
                         things, will ya?

               The Bartender steps out.  The back door OPENS again.

                                     WUERTZ
                         What?  You need me to shake it for-

               He TRAILS off as someone sticks a gun in his face: Harvey 
               Dent.  Standing in shadow.  He sits.

                                     DENT
                         Hello.

                                     WUERTZ
                         Dent, I thought you was...dead...

               Dent leans into the light.  The left side of his face is 
               HIDEOUSLY BURNED, cheek gone, blackened teeth and gums.

                                     DENT
                         Half.

               Dent picks up Wuertz's drink.  Takes a SIP.  Wuertz watches 
               the bare muscles RETRACT as Dent SWALLOWS.

                                     DENT (CONT'D)
                         Who picked up Rachel, Wuertz?

                                     WUERTZ
                         It must've been Maroni's men-

               Dent SLAMS the glass back on the table- Wuertz FLINCHES.

                                     DENT
                         You, of all people, are gonna protect 
                         the other traitor in Gordon's unit?

                                     WUERTZ
                         I don't know- he'd never tell me.
                              (stares at Dent)
                         I swear to God, I didn't know what 
                         they were gonna do to you-

                                     DENT
                         Funny, I don't know what's going to 
                         happen to you, either.

               Dent pulls his coin from his pocket.  FLIPS it.  Wuertz 
               watches it SPIN.  It lands on the table.  Scarred side up.

               The drunk at the bar STIRS at the GUNSHOT.

-----------------------------------------------------------------------------------------------------
                                                                       119.


         312   EXT. GOTHAM GENERAL -- DAY                                   312   

               Gordon, manic, surveys the scene with a Cop-

                                     GORDON
                         You must know how many were inside-
                         you've got patient lists, roll calls-

                                     COP
                         Sir!  Sir.  Take a look at what we're 
                         dealing with.  Cops, National Guard-
                              (gestures at buses)
                         We're showing 50 missing- but that 
                         building was clear.  These buses are 
                         heading off to other hospitals- my 
                         guess is we missed one.

                                     GORDON
                         Yeah?  What's your guess about where 
                         Harvey Dent is?

               The cop says nothing.

                                     GORDON (CONT'D)
                         Keep looking.  Keep it to yourself.

         313   INT. FOX'S OFFICE WAYNE INDUSTRIES -- DAY                    313   

               Fox is watching the news.  His intercom buzzes.

                                     VOICE (O.S.)
                         Mr. Fox?  Security is showing a break-
                         in at the R and D department.

         314   INT. CORRIDOR OUTSIDE RESEARCH AND DEVELOPMENT -- DAY        314   

               Fox watches two security men force the door.  He enters alone.

         315   INT. LAB, RESEARCH AND DEVELOPMENT -- DAY                    315   

               Fox enters the dimly-lit room.  At one end is an extraordinary 
               array of thousands of tiny monitors.  Fox approaches, 
               fascinated, as they quietly display architectural patterns 
               individually and in concert.  The images become a MAP.

                                     BATMAN
                         Beautiful.  Isn't it?

               Fox nods, staring at the monitors as Batman approaches.

                                     FOX
                         Beautiful.  Unethical.  Dangerous.  
                         You've turned every phone in the 
                         city into a microphone...

-----------------------------------------------------------------------------------------------------
                                                                       120.


               Lucius presses a key.  The BABBLE of a MILLION CONVERSATIONS 
               at once fills the room.  Every cell phone in the city.

                                     BATMAN
                         And high frequency generator/receiver.

                                     FOX
                         Like the phone I gave you in Hong 
                         Kong.  You took my sonar concept and 
                         applied it to everybody's phone in 
                         the City.  With half the city feeding 
                         you sonar you can image all of Gotham.
                              (turns to Batman)
                         This is wrong.

                                     BATMAN
                         I've got to find this man, Lucius.

                                     FOX
                         But at what cost?

                                     BATMAN
                         The database is null-key encrypted.  
                         It can only be accessed by one person.

                                     FOX
                         No one should have that kind of power.

                                     WAYNE
                         That's why I gave it to you.  Only 
                         you can use it.

               Lucius looks at Batman.  Hard.

                                     FOX
                         Spying on thirty million people wasn't 
                         in my job description.

               Batman points to a TV screen.  Fox turns.  ON SCREEN: the 
               Joker shakes his head above a graphic "LATEST THREAT"...

                                     THE JOKER
                         What does it take to make you people 
                         want to join in..?  

         316   EXT. SITUATION TENT AT GOTHAM GENERAL -- CONTINUOUS          316   

               Gordon watches a screen.  Grave.

                                     THE JOKER
                         You failed to kill the lawyer... 
                         I've got to get you off the bench 
                         and into the game.  So, here it is...

-----------------------------------------------------------------------------------------------------
                                                                       121.


         317   INT. BAR, DOWNTOWN -- CONTINUOUS                             317   

               The bar, packed with business people watches the TV.  SILENT.

                                     THE JOKER
                         Come nightfall, this city is mine, 
                         and anyone left here plays by my 
                         rules.  If you don't want to be in 
                         the game, get out now.

               Bar patrons start moving... The Joker reaches for the camera-

                                     THE JOKER (CONT'D)
                         But the bridge-and-tunnel crowd are 
                         in for a surprise.

               CUT TO STATIC.  The bar patrons look around, confused.

         318   INT. LAB, RESEARCH AND DEVELOPMENT -- CONTINUOUS             318   

               Fox turns from the TV to look at Batman.

                                     BATMAN
                         Trust me.

               Fox stares at Batman.

                                     BATMAN (CONT'D)
                         This is the audio sample.

               He plugs a USB dongle into the console.  A sample of the 
               Joker's voice from the call-in news program plays.

                                     BATMAN (CONT'D)
                         If he talks within range of any phone 
                         in the city, you'll be able to 
                         triangulate his position.

               Lucius toggles a menu.  The city is an open book- People 
               working, eating, sleeping.  Lucius shakes his head.

                                     BATMAN (CONT'D)
                         When you've finished, type your name 
                         to switch it off.

                                     FOX
                         I'll help you this one time...

               Lucius sits at the console.  Batman moves off-

                                     FOX (CONT'D)
                         But consider this my resignation.

               Batman turns.  Fox looks at him, serious.

-----------------------------------------------------------------------------------------------------
                                                                       122.


                                     FOX (CONT'D)
                         As long as this machine is at Wayne 
                         Industries, I won't be.

         319   EXT. VARIOUS LOCATIONS -- DUSK                               319   

               Gothamites POUR out of the city, on foot and by car... the 
               BRIDGES and TUNNELS are deserted, but for BOMB SQUAD search 
               teams.

         320   INT. CITY HALL -- CONTINUOUS                                 320   

               Gordon briefs the Mayor.

                                     GORDON
                         My officers are going over every 
                         inch of the tunnels and bridges, but 
                         with the Joker's threat they're not 
                         and option.

                                     MAYOR
                         Land routes East?

                                     GORDON
                         Backed up for hours.  Which leaves 
                         the ferries with thirty thousand 
                         waiting to board.  Plus, corrections 
                         are at capacity, so I want to use a 
                         ferry to take some prisoners off the 
                         island.

                                     MAYOR
                         The men you and Dent put away?  Those 
                         aren't people I'm worried about.

                                     GORDON
                         You should be- they're the people 
                         you least want to be stuck with in 
                         an emergency.  Whatever the Joker's 
                         planning, it's a good bet that 
                         Harvey's prisoners might be involved.  
                         I want 'em out of here.

         321   EXT. FERRY TERMINAL -- DUSK                                  321   

               At the ferry terminal, National Guardsman watch over the 
               THIRTY THOUSAND jostling, scared people waiting to board the 
               two MASSIVE FERRIES to Seven Sisters.  Grumbles turn to YELLS 
               as 800 PRISONERS are loaded onto a ferry by shotgun-toting 
               CORRECTIONS OFFICERS.

                                     CIVILIAN
                         That ain't right!  We should be on 
                         that boat.

-----------------------------------------------------------------------------------------------------
                                                                       123.


                                     NATIONAL GUARDSMAN
                         You want to ride across with them, 
                         be my guest.

         322   EXT. BROWNSTONE -- DUSK                                      322   

               Maroni climbs into the back of a limo.

         323   INT. LIMO -- DUSK                                            323   

               Maroni settles back into his seat.  The car pulls away.

                                     MARONI
                         Don't stop for lights, cops, nothing.

                                     DENT
                         Going to join your wife?

               Maroni STARTS.  Someone is in here with him.  Harvey Dent-

               Two Face- leans forward, clutching a pistol.

                                     DENT (CONT'D)
                         You love her?

                                     MARONI
                         Yes.

                                     DENT
                         Can you imagine what it would be 
                         like to listen to her die?

                                     MARONI
                         Take it up with the Joker.  He killed 
                         your woman.  Made you... like this...

                                     DENT
                         The Joker's just a mad dog.  I want 
                         whoever let him off the leash.

               Maroni looks at Dent.  Worried.

                                     DENT (CONT'D)
                         I took care of Wuertz, but who was 
                         your other man inside Gordon's unit?
                         Who picked up Rachel?  It must've 
                         been someone she trusted.

                                     MARONI
                         If I tell you, will you let me go?

                                     DENT
                         It can't hurt your chances.

-----------------------------------------------------------------------------------------------------
                                                                       124.


                                     MARONI
                         It was Ramirez.

               Pulls out his coin.  Dent cocks the pistol...

                                     MARONI (CONT'D)
                         But you said-

                                     DENT
                         I said it couldn't hurt your chances.

               Dent FLIPS it.  Looks: good side.  He shrugs.

                                     DENT (CONT'D)
                         Lucky guy.

               Maroni looks confused.  Dent FLIPS the coin again.  Looks 
               down at the coin.  Shakes his head.

                                     DENT (CONT'D)
                         But he's not.

                                     MARONI
                         Who?

               Dent smiles.  PUTS HIS SEAT BELT ON.

                                     DENT
                         Your driver.

               Dent presses the barrel of the revolver behind the shadow of 
               the driver.  Maroni LUNGES, SCREAMING.  Dent FIRES.

         324   EXT. BRIDGE -- DUSK                                          324   

               The Limo SWERVES off of the bridge, SOARS out over the canal, 
               and PANCAKES into the RETAINING WALL.

         325   EXT. FERRY TERMINAL -- DUSK                                  325   

               CIVILIANS CRAM their way onto one ferry.  Finally, the 
               COMMANDER of the National Guard unit SIGNALS to his men to 
               STOP BOARDING and CAST OFF.

               The two FERRIES set off across the river, heading for the 
               lights of the distant shore of the mainland.

         326   INT. BRIDGE, PRISONER FERRY -- NIGHT                         326   

               The FIRST MATE looks out the window, at the second ferry.  
               It is DEAD in the WATER.  He turns to the PILOT [PRISON 
               FERRY].

                                     FIRST MATE
                         They've lost their engines.

-----------------------------------------------------------------------------------------------------
                                                                       125.


                                     PILOT [PRISON FERRY]
                         Get on the radio and tell 'em we'll 
                         come back for them once we dump these
                         Scumbags-

               Suddenly, the control panel FLICKERS and DIES.

                                     PILOT [PRISON FERRY] (CONT'D)
                         Get down to the engine room.

         327   INT. PASSENGER LOUNGE, PRISONER FERRY -- NIGHT               327   

               The First Mate skirts around the PRISONERS and CORRECTIONS 
               OFFICERS...

         328   INT. ACCESS CORRIDOR, PRISONER FERRY -- NIGHT                328   

               The First Mate opens the door to the engine room.  STOPS.

               HUNDREDS OF BARRELS OF DIESEL FUEL.  And a small, wrapped 
               PRESENT, topped with a BOW.

         329   INT. BRIDGE, PRISONER FERRY -- NIGHT                         329   

               The Pilot [Prison Ferry] is holding the small present.  His 
               radio CRACKLES.

                                     PILOT [PASSENGER FERRY] (O.S.)
                         Same thing over here- enough diesel 
                         to blow us sky high.  And a present.

         330   EXT. ELEVATED ROADWAY, DOWTOWN GOTHAM -- CONTINUOUS          330   

               Batman sits on the bat-pod, cape blowing.  Listening.

                                     BATMAN
                         Fox?  There's something going on on 
                         the ferries...

         331   INT. PASSENGER LOUNGE, COMMUTER FERRY -- NIGHT               331   

               As cold scared Families watch, the NATIONAL GUARD COMMANDER 
               UNWRAPS that ferry's present.  Inside, he finds a crude REMOTE 
               DETONATOR.

                                     NATIONAL GUARD COMMANDER
                         Why would they give us the detonator 
                         to our own bomb?

               Up in the wiring at the ceiling, a CELL PHONE taped in to 
               the P.A. rings and answers.

                                     THE JOKER (O.S.)
                         Tonight, you're all going to be part 
                         of a social experiment.

-----------------------------------------------------------------------------------------------------
                                                                       126.


               ON BOTH FERRIES: CIVILIANS, PRISONERS, CREW, AND NATIONAL 
               GUARDSMEN ALL LISTEN AS THE JOKER'S VOICE RINGS OUT.

         332   INT. LAB, WAYNE ENTERPRISES -- NIGHT                         332   

               Lucius Fox looks up as the console CHIMES.

                                     FOX
                         I'm zeroing in.

                                     THE JOKER (O.S.)
                         Through the magic of diesel fuel and 
                         ammonium nitrate, I'm ready right 
                         now to blow you all sky high.  Anyone 
                         attempts to get off their boat, you 
                         all die...

                                     FOX
                         His voice is on the ferry, but that's 
                         not the source...

         333   EXT. ROOFTOPS ABOVE GOTHAM -- NIGHT                          333   

               Batman looks out, across the entire city skyline.

                                     BATMAN
                         Do you have a location on the Joker?

                                     FOX
                         It's west...

               Batman FIRES UP the bat-pod- his cape SHRINKS into its pack 
               form as he PEELS OUT, ROARING into the night.

                                     THE JOKER (O.S.)
                         But we're going to make things a 
                         little more interesting than that. 
                         Tonight, we're going to learn a little 
                         bit about ourselves...

         334   INT. GORDON HOME -- CONTINUOUS                               334   

               Barbara Gordon answers the phone.

                                     RAMIREZ (O.S.)
                         Barbara, it's Anna Ramirez-

                                     BARBARA
                         Hi, Anna-

                                     RAMIREZ (O.S.)
                         Listen carefully, there's no time. 
                         Jim needs you to pack up and get the 
                         kids in the car right away.

-----------------------------------------------------------------------------------------------------
                                                                       127.


                                     BARBARA
                         But the units outside-

                                     RAMIREZ (O.S.)
                         Barbara, those cops can't be trusted.
                         Jim needs you away from them as soon 
                         as possible.  I'll call them off for
                         10 minutes, you'll have to move fast-

                                     BARBARA
                         But where-

                                     RAMIREZ (O.S.)
                         I'm going to give you an address- 
                         Jim will meet you there...

         335   EXT. MCU -- CONTINUOUS                                       335   

               Ramirez is holding the phone.

                                     RAMIREZ
                         250, 52nd street.  Leave as soon as 
                         the patrol car pulls out.

               Dent is holding a gun at Ramirez's head.  She hangs up.

                                     DENT
                         She believe you?

               Ramirez nods.

                                     DENT (CONT'D)
                         She trusts you.  Just like Rachel 
                         did.

                                     RAMIREZ
                         I didn't know-

                                     DENT
                         'What they were gonna do'?  You're 
                         the second cop to say that to me.  
                         What, exactly, did you think they 
                         were going to do?

                                     RAMIREZ
                         I'm sorry- they got me early on.  My 
                         mother's medical bills and my-

                                     DENT
                         Don't!

               Dent FLIPS his coin.

-----------------------------------------------------------------------------------------------------
                                                                       128.


                                     RAMIREZ
                         I took a little from them- once 
                         they've got you, they keep you.  I'm 
                         sorry.

               Dent looks at his coin.  Good side.

                                     DENT
                         Live to fight another day, officer.

               Dent CRACKS her on the head with his gun.

         336   INT. BRIDGE, PRISONER FERRY -- NIGHT                         336   

               The Pilot [Prison Ferry] tries the radio.  It's DEAD.

                                     PILOT [PRISON FERRY]
                         He killed the radio.

                                     THE JOKER (O.S.)
                         There's no need for all of you to 
                         die.  That would be a waste.  So 
                         I've left you both a little present.

         337   EXT. PENTHOUSE, PREWITT BUILDING -- NIGHT                    337   

               The Joker stares out over the harbor, at the ferries.  Talking 
               into a cell phone.  Holding a detonator, with TWO BUTTONS.

                                     THE JOKER
                         Each of you has a remote to blow up 
                         the other boat.

         338   INT. PASSENGER LOUNGE, PRISONER FERRY -- NIGHT               338   

               The Prisoners and Corrections Officers listen.  Appalled.

                                     THE JOKER (O.S.)
                         At midnight, I blow you all up.  If, 
                         however, one of you presses the 
                         button, I'll let that boat live.  
                         You
                         Choose.  So who's it going to be-
                         Harvey Dent's most wanted scumbag 
                         collection... or the sweet innocent 
                         civilians?  
                              (beat)
                         Oh, and you might want to decide 
                         quickly, because the people on the 
                         other boat may not be quite so noble.

               The Joker HANGS UP.  The Pilot [Prisoner Ferry] looks down 
               at the remote in his hands.  Prisoners begin YELLING and 
               PUSHING.  The WARDEN takes the remote from the Pilot- COCKS 
               his shotgun.  His men level their weapons at the crowd.

-----------------------------------------------------------------------------------------------------
                                                                       129.


         339   EXT. FERRY TERMINAL -- CONTINUOUS                            339   

               Gordon looks out at the ferries.  His phone rings.

                                     BATMAN
                         Have the Joker's location-

         340   EXT. GOTHAM STREETS -- CONTINUOUS                            340   

               Batman ROARS along on the bat-pod.

                                     BATMAN
                         Prewitt building.  Assemble on the 
                         building opposite.

         341   INT. PASSENGER LOUNGE, COMMUTER FERRY -- NIGHT               341   

               The National Guard Commander is holding the remote.  Several 
               passengers take a step towards him.  He PULLS his weapon.

                                     NATIONAL GUARD COMMANDER
                         Stay back.

               A BUSINESSMAN clutching his briefcase speaks up.

                                     BUSINESSMAN
                         Who are you to decide?  We ought to 
                         talk it over, at least.

               Other passengers agree.  A MOTHER with two KIDS speaks up.

                                     MOTHER
                         We don't all have to die.  Why should 
                         my babies die?  Those men had their 
                         chance-

                                     NATIONAL GUARD COMMANDER
                         We're not talking about this...

                                     PASSENGER 1
                         They're talking over the same exact 
                         thing on the other boat.

                                     PASSENGER 2
                         If they're even bothering to talk.  
                         Let's put it to a vote.

         342   INT. PASSENGER LOUNGE, PRISONER FERRY -- NIGHT               342   

               As the Prisoners grow angrier, a CORRECTIONS OFFICER FIRES 
               his shotgun into the air.  The Prisoners back off.  Slightly.

-----------------------------------------------------------------------------------------------------
                                                                       130.


         343   INT. PASSENGER LOUNGE, COMMUTER FERRY -- NIGHT               343   

               A GUARDSMAN on this boat passes around a hat.  People drop 
               CHITS into it.  Passengers filling out chits eye each other.

               People on their phones say goodbye to loved ones.

               The Pilot [Passenger Ferry] looks out across the water to 
               the other Ferry.  Looks up at the clock.  Ten to midnight...

               STARES down at his blank chit.

         344   EXT. ROOFTOP OVERLOOKING PREWITT BUILDING -- NIGHT           344   

               Gordon and his SWAT team leaders set up SNIPER and SCOPE 
               positions on the balustrade.

         345   INT. GARAGE, PREWITT BUILDING -- CONTINUOUS                  345   

               A SWAT stands beside the empty school bus.

                                     SWAT
                         We've found our missing bus.

         346   EXT. ROOFTOP OVERLOOKING PREWITT BUILDING -- CONTINUOUS      346   

               Gordon looks at the SWAT LEADER.

                                     GORDON
                         Then we have a hostage situation.

               They look across at the large windows of the Prewitt Building.  
               The Joker's men, in crude, homemade CLOWN MASKS are clearly 
               visible, automatic weapons in hand.

                                     SWAT SNIPER
                         I got hostages!

               They look through his scope.  Crouched deeper in the room, 
               PATIENTS, DOCTORS, and NURSES, huddled.

                                     GORDON
                         It's a shooting gallery.  Why'd he 
                         choose a spot with such big windows?

                                     BATMAN
                         He likes the view.

               Batman gestures towards the view of the ferries.

                                     SWAT LEADER
                         We have clear shots on five clowns.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                       131.


                                     SWAT LEADER (CONT'D)
                         Snipers take them out, smash the 
                         windows- a team rappels in, a team 
                         moves in by the stairwells.  2 or 3 
                         or three casualties, max.

                                     GORDON
                              (barely hesitates)
                         Let's do it.

                                     BATMAN
                         It's not that simple.  With the Joker, 
                         it never is.

                                     GORDON
                         What's simple, is that every second 
                         we don't take him, those people on 
                         the ferries get closer to blowing 
                         each other up!

                                     BATMAN
                         That won't happen.

                                     GORDON
                         Then he'll blow them both up!  There's 
                         no time- we have to go in now-

                                     BATMAN
                         There's always a catch with him-

                                     GORDON
                         That's why we can't wait- we can't 
                         play his games-

               Batman turns.

                                     BATMAN
                         I need five minutes.  Alone-

                                     GORDON
                         No.  There's no time.  We have clear 
                         shots.

               Gordon pulls his gun.  Batman turns back.  The SWATS watch.

                                     GORDON (CONT'D)
                         Dent's in there with them.  We have 
                         to save Dent!  I have to save Dent!
                              (to SWAT Leader)
                         Get ready-

               Batman LEAPS from the building, OPENS his cape- SOARS across 
               the gulf between the two buildings- Gordon puts his weapon 
               away.  Curses softly.  Turns to the SWAT leader.

-----------------------------------------------------------------------------------------------------
                                                                       132.


                                     GORDON (CONT'D)
                         Two minutes.  Then you breach.

         347   EXT. PREWITT BUILDING -- CONTINUOUS                          347   

               Batman LANDS against the glass two floors below-

                                     BATMAN
                         Fox.  I need picture.

         348   INT. LAB, RESEARCH AND DEVELOPMENT -- CONTINUOUS             348   

               Fox hits some keys-

                                     FOX
                         You've got POV. on alpha channel, 
                         omni on beta-

         349   EXT. PREWITT BUILDING -- CONTINUOUS                          349   

               SMOKED GLASS EYEPIECES slip down over Batman's eye holes.

               Batman's SONAR POV.: the layers of the building dissolve, 
               levels of TRANSPARENCY PULSING rhythmically... Batman can 
               see the people inside the building...

         350   INT. PENTHOUSE, PREWITT BUILDING -- NIGHT                    350   

               The Joker is standing by the window, looking out at his 
               handiwork.  The Chechen's DOGS start BARKING.  He SMILES.

         351   EXT. PENTHOUSE, PREWITT BUILDING -- CONTINUOUS               351   

               Batman reaches into his utility belt, SPRAYS PLASTIC onto 
               the glass- lets it harden- PUNCHES the window-which BREAKS 
               QUIETLY as the pieces stick to the laminate- he slips inside-

         352   INT. PENTHOUSE, PREWITT BUILDING -- CONTINUOUS               352   

               Batman's eyes glow white as he uses his sonar to look THROUGH 
               the corner: AN ARMED CLOWN IS LEANING AGAINST THE CORNER...

         353   EXT. ROOFTOP, PREWITT BUILDING -- CONTINUOUS                 353   

               A six man SWAT team prepares to rappel from the roof.

         354   INT. STAIRWELL, PREWITT BUILDING -- CONTINUOUS               354   

               A SWAT team moves up the stairs.

         355   EXT. ROOFTOP OVERLOOKING PREWITT BUILDING -- CONTINUOUS      355   

               Gordon's phone rings.

-----------------------------------------------------------------------------------------------------
                                                                       133.


                                     GORDON
                         Hello?  Barbara, calm down-

                                     DENT (O.S.)
                         Hello, Jim.

                                     GORDON
                         Harvey?  What the hell's going on?

                                     DENT (O.S.)
                         You're about to know what my suffering 
                         is really like...

               Gordon looks across at the Prewitt penthouse...

                                     GORDON (O.S.)
                         Where are you?  Where's my family?!  

                                     DENT
                         Where my family died.

               Click.  Gordon looks at the SWAT leader.  Pale.

                                     SWAT LEADER
                         Red Team.  Go!

               Gordon moves to the door off the roof.

         356   INT. PENTHOUSE, PREWITT BUILDING -- CONTINUOUS               356   

               Batman GRABS the Armed Clown, drops him, silently.  He goes 
               to disarm him- THE WEAPON IS DUCT-TAPED TO THE CLOWN'S HANDS.

               Batman RIPS off the clown mask:

               STARING, FRIGHTENED EYES- MOUTH DUCT-TAPED SHUT... it's ENGEL.

               Batman looks up: Four more clowns line the windows, weapons 
               duct-taped to their hands.  On SONAR: he looks into where 
               the hostages are crouched... the "PATIENTS" and "DOCTORS" 
               are carrying weapons- these are the Joker's men... Above 
               them SWATS RAPPEL FROM THE ROOFTOP.  In the stairwells, two 
               more teams prepping.

                                     BATMAN
                         Don't.  Move.

               Engel nods, terrified.

         357   EXT. ROOFTOP OVERLOOKING PREWITT BUILDING -- CONTINUOUS      357   

               The SWATS line up the clowns in their sights...

-----------------------------------------------------------------------------------------------------
                                                                       134.


         358   INT. STAIRWELL, PREWITT BUILDING -- CONTINUOUS               358   

               The SWAT team arrives at the penthouse fire exit.  They spread 
               CHARGES across the inner wall-

         359   EXT. ROOFTOP OVERLOOKING PREWITT BUILDING -- CONTINUOUS      359   

               The SWAT Leader checks his watch.

                                     SWAT LEADER
                         Go!  Go!  Go!

               A SWAT Sniper zeroes in on a clown- the clown DISAPPEARS- 
               the Sniper looks up, confused-

         360   INT. PENTHOUSE, PREWITT BUILDING -- CONTINUOUS               360   

               Batman yanks the clown along the floor using his grapple gun- 
               the clown takes down the two next to him- Batman leaps for 
               the nearest two as SHOTS SHATTER the glass-

         361   EXT. PREWITT BUILDING -- CONTINUOUS                          361   

               The SWATS rappel down the building- SWING in through the 
               broken windows-

         362   INT. PENTHOUSE, PREWITT BUILDING -- CONTINUOUS               362   

               The "hostages" reel from the BLAST- The SWATS SWOOP in, aiming 
               weapons at the clowns, throwing PERCUSSION GRENADES- Batman 
               takes out the SWATS with fists and BATARANGS- The last SWAT 
               aims at BATMAN- behind him a "DOCTOR" raises a shotgun... 
               behind the "Doctor" Batman can see through the wall at SWATS 
               preparing to breach... Batman VAULTS over the SWAT into a 
               two-foot kick into the "Doctor's" chest-

         363   INT. STAIRWELL, PREWITT BUILDING -- CONTINUOUS               363   

               The Swats BLAST OUT THE WALL- the team leader steps up to 
               the hole... the BAT-GRAPPLE FIRES out-lodging in his kevlar 
               vest... he is YANKED, SCREAMING, through the door.  The rest 
               of his team look at each other.  Steel themselves.  Move in 
               through the hole...

         364   INT. PENTHOUSE, PREWITT BUILDING -- CONTINUOUS               364   

               As the SWATS race in they find Engel, terrified, next to a 
               pile of unconscious "hostages", and their team leader, one 
               end of an absailing rope tied around his waist.  Batman is 
               on them, weaving KICKING, PUNCHING, and, with one hand, 
               clipping carabinners looped to the absailing rope onto their 
               webbing of vests.

               Batman steps back- picks up the team leader- SWAT weapons 
               aim at him- he hurls the Team Leader out the window... the

-----------------------------------------------------------------------------------------------------
                                                                       135.


               SWATS watch him go... the rope pays out... one by one they 
               are YANKED out of the window...

         365   EXT. ROOFTOP OVERLOOKING PREWITT BUILDING -- CONTINUOUS      365   

               A SNIPER watches through his scope as the six man SWAT team 
               soars out of the window and drops.  The line snaps taut and 
               they hang, like a mountaineering team in crisis.  Batman, 
               crouched in the broken window, secures the line.

                                     SNIPER
                         What the hell's he doing?

               Batman looks right at the sniper- Raises his grapple gun-

               BAM.  The bat grapple smashes into the Sniper's scope- the 
               rifle is YANKED out of his hands.

         366   INT. PREWITT BUILDING -- CONTINUOUS                          366   

               Batman races past a dazed Engel...

                                     ENGEL
                              (pathetic)
                         Thanks.

               ...into the main office.  The Joker is there.

                                     THE JOKER
                         You came.  I'm touched.

                                     BATMAN
                         Where's the detonator?

               The Dogs LEAP at Batman- SMASH him to the ground...

         367   INT. PASSENGER LOUNGE, COMMUTER FERRY -- NIGHT               367   

               The Pilot [Passenger Ferry] finishes counting the votes.

               Reads the verdict.

                                     PILOT [PASSENGER FERRY]
                         The tally is 196 votes against.
                              (looks down)
                         And 340 votes for.

               The passengers avoid eye contact with each other.

         368   INT. PASSENGER LOUNGE, PRISONER FERRY -- NIGHT               368   

               The Corrections Officers are in a phalanx in the corner, 
               facing off against hundreds of menacing Prisoners.

-----------------------------------------------------------------------------------------------------
                                                                       136.


                                     PRISONER 1
                         Do you wanna die!

               The Warden and his men look at each other.  At the clock.

         369   INT. PENTHOUSE, PREWITT BUILDING -- NIGHT                    369   

               Batman WRESTLES with the Rotweilers- a blinding mass of 
               Batman, black fur and bared teeth-

               The Joker POPS a switchblade.  Moves in to the mass- Batman 
               KICKS OFF the last of the dogs- the Joker JABS his knife 
               into Batman's RIBS-

                                     THE JOKER
                         All the old familiar places.

               Batman recoils in pain.  The Joker BUTTS him- KNEES him-

               ENERGY explodes from his lean frame- he KICKS the injured 
               Batman back towards the glass...

         370   INT. PASSENGER LOUNGE, COMMUTER FERRY -- NIGHT               370   

               The Pilot [Passenger Ferry] looks at the remote in his hands.

                                     PILOT [PASSENGER FERRY]
                         I voted for it.  Same as most of 
                         you.  Doesn't seem right that we 
                         should all die...

               Someone calls out from the back.

                                     PASSENGER 3
                         So do it!

                                     PILOT [PASSENGER FERRY]
                         I didn't say I'd do it.  Don't forget.  
                         We're still here.  Which means they 
                         haven't killed us, yet, either.

               He sets the remote down on a bench in the front of the lounge.  
               The other passengers and guardsmen stare at it...

         371   INT. PASSENGER LOUNGE, PRISONER FERRY -- NIGHT               371   

               A HUGE, TATTOOED PRISONER pushes his way to the front.  He 
               walks towards the Warden, who is sweating, looking at the 
               remote.

                                     TATTOOED PRISONER
                         You don't wanna die.  But you don't 
                         know how to take a life.  Give it to 
                         me.

-----------------------------------------------------------------------------------------------------
                                                                       137.


               The Warden looks at the remote.  At the clock.

                                     TATTOOED PRISONER (CONT'D)
                         These men will kill you and take it, 
                         anyway.  Give it to me, you can tell 
                         people I took it by force... give it 
                         to me and I'll do what you should 
                         have done ten minutes ago.

         372   INT. PASSENGER LOUNGE, COMMUTER FERRY -- NIGHT               372   

               Everyone stares at the remote.  One minute left.  The 
               Businessman stands.  Walks over and picks it up.

                                     BUSINESSMAN
                         No one wants to get their hands dirty.  
                         Fine.  I'll do it.  Those men on 
                         that boat made their choices.  They 
                         chose to murder and steal.  It makes 
                         no sense for us to die, too.

               He looks at the other passengers.  No one makes eye contact.

         373   INT. PASSENGER LOUNGE, PRISONER FERRY -- NIGHT               373   

               The Warden slowly hands him the REMOTE.  The Prisoner looks 
               at it.  He looks the Warden in the eye...

               Then TOSSES the remote out the window.

               Warden, prisoners and officers are stunned.

         374   EXT. PENTHOUSE, PREWITT BUILDING -- NIGHT                    374   

               Batman FLIES backwards THROUGH THE WINDOW- glass flying- the 
               Joker KICKS out a wooden brace holding up the STEEL FRAME-
               Batman's arms fly up as it comes crashing down onto his neck- 
               saved by his protective gauntlets.  Batman GRUNTS as the 
               Joker STEPS onto the steel beam...

                                     THE JOKER
                         If we don't stop fighting, we're 
                         going to miss the fireworks.

                                     BATMAN
                         There won't be any fireworks.

               Batman STRUGGLES to keep the beam from CRUSHING his neck...

         375   INT. PASSENGER LOUNGE, COMMUTER FERRY -- NIGHT               375   

               The Businessman stares at the remote in his hands.  Finally, 
               he puts it down.  Sits down.  Waits to die.

               The clock strikes MIDNIGHT.

-----------------------------------------------------------------------------------------------------
                                                                       138.


         376   EXT. PENTHOUSE, PREWITT BUILDING -- NIGHT                    376   

               Batman indicates the clock... twelve o'clock.

                                     BATMAN
                         What were you hoping to prove?  That 
                         deep down, we're all as ugly as you?

               The Joker looks at the clock...

         377   INT. BOTH FERRIES -- CONTINUOUS                              377   

               The Passengers brace.  Look at the clock.  Confused...

         378   INT. PREWITT BUILDING -- CONTINUOUS                          378   

               The smile disappears from the Joker's face.

                                     BATMAN
                         You're alone.

               The Joker CROUCHES down, hovering above Batman's face and 
               arms.  Shows him the remote.

                                     THE JOKER
                         Can't rely on anyone these days.

               The Joker ARMS the remote...

                                     THE JOKER (CONT'D)
                         Have to do everything yourself.  I 
                         always have- and it's not always 
                         easy...
                              (smiles, remembering)
                         You know how I got these scars?

               Batman looks up at him.

                                     BATMAN
                         No.  But I know how you get these-

               Batman's SCALLOP BLADES FIRE OUT OF HIS GAUNTLET, nailing 
               the Joker in the chest and arm- he STAGGERS back- Batman, 
               freed, leaps forward- KICKS HIM OVER THE EDGE- GRABS the 
               remote-

               The Joker GIGGLES as he FALLS, enjoying the ride.  Something 
               SLAMS into his leg, and he JERKS to a stop- BATMAN'S GRAPPLE.

               The Joker HOLLERS in pain as Batman HAULS him up.

                                     THE JOKER
                         Just couldn't let me go, could you?
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                       139.


                                     THE JOKER (CONT'D)
                         I guess this is what happens when an 
                         unstoppable force meets an immovable 
                         object.  You truly are incorruptible, 
                         aren't you?

               Batman secures the Joker UPSIDE DOWN.  The Joker is LAUGHING.

                                     THE JOKER (CONT'D)
                         You won't kill me out of some 
                         misplaced sense of self-
                         righteousness... and I won't kill 
                         you because you're too much fun.  
                         We're going to do this forever.

                                     BATMAN
                         You'll be in a padded cell, forever.

                                     THE JOKER
                         Maybe we can share it.  They'll need 
                         to double up, the rate this city's 
                         inhabitants are losing their minds...

                                     BATMAN
                         This city just showed you it's full 
                         of people ready to believe in good.

               The Joker looks up at him.  A twinkle in his eye.

                                     THE JOKER
                         Till their spirit breaks completely.  
                         Until they find out what I did with 
                         the best of them.  Until they get a 
                         good look at the real Harvey Dent, 
                         and all the heroic things he's done.
                              (indicates ferry)
                         Then those criminals will be straight 
                         back onto the streets and Gotham 
                         will understand the true nature of 
                         heroism.
                              (off look)
                         You didn't think I'd risk losing the 
                         battle for the soul of Gotham in a 
                         fist fight with you?  You've got to 
                         have an ace in the hole.  Mine's 
                         Harvey.

               Batman hauls the Joker up, nose to nose.

                                     BATMAN
                         What did you do?

                                     THE JOKER
                         I took Gotham's white knight.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                       140.


                                     THE JOKER (CONT'D)
                         And I brought him down to my level.  
                         It wasn't hard- madness is like 
                         gravity.  All it takes is a little 
                         push.

               Joker laughs.  Batman leaves him to the SWATS.

                                     BATMAN
                         Lucius.  Find Harvey Dent.

         379   EXT. BURNT WAREHOUSE, 52ND STREET -- NIGHT                   379   

               Gordon gets out of his car, gun drawn.  Makes his way into 
               the blackened wreck of a building...

         380   INT. BURNT WAREHOUSE, 52ND STREET -- NIGHT                   380   

               Gordon peers into the darkness.

                                     GORDON
                         Dent?

               No reply.  Gordon makes his way deeper.  Up the stairs.

         381   INT. SECOND FLOOR, BURNT WAREHOUSE -- NIGHT                  381   

               Gordon spots Barbara and their two children huddled together.  
               He moves towards them- Barbara is shaking her head-

               WHAM!  Dent cracks Gordon over the head with his gun.  Dent 
               disarms Gordon, rolls him over.  He turns to look at the 
               ENORMOUS hole in the floor.  From this side, in the moonlight, 
               Dent looks completely normal.

                                     DENT
                         This is where they brought her, 
                         Gordon.  After your people handed 
                         her over.  This is where they bound 
                         her.  This is where she suffered.  
                         This is where she died.

                                     GORDON
                         I know.  I was here.  Trying to save 
                         her.

               Dent TURNS, revealing his dark side.

                                     DENT
                         But you didn't, did you?

                                     GORDON
                         I couldn't.

-----------------------------------------------------------------------------------------------------
                                                                       141.


                                     DENT
                         Yes, you could.

                                     DENT (CONT'D)
                         If you'd listened to me- if you'd 
                         stood up against corruption instead 
                         of doing your deal with the devil.

                                     GORDON
                         I was trying to fight the mob-

               Dent MOVES towards Gordon.

                                     DENT
                         You wouldn't dare try to justify 
                         yourself if you knew what I'd lost.  
                         Have you ever had to talk to the 
                         person you love most, wondering if 
                         you're about to listen to them die?  
                         You ever had to lie to that person?  
                         Tell them it's going to be all right, 
                         when you know it's not?  Well, you're 
                         about to find out what that feels 
                         like.  Then you'll be able to look 
                         me in the eye and tell me you're 
                         sorry.

               Dent turns- steps over to Barbara- puts the gun to her temple-

                                     GORDON
                         Harvey.  Put the gun down.  You're 
                         not going to hurt my family.

                                     DENT
                         No, just the person you need most.
                              (cocks gun)
                         So is it your wife?

                                     GORDON
                         Put the gun down.

               Dent moves the gun to point at Gordon's little girl.

                                     GORDON (CONT'D)
                         Please, Harvey...

               Dent moves to James Gordon.  Brushes the hair out of the 
               boy's eyes with the muzzle.  Gordon SNAPS.

                                     GORDON (CONT'D)
                         Goddamit.  Stop pointing that gun at 
                         my family, Dent.

                                     DENT
                         We have a winner.

-----------------------------------------------------------------------------------------------------
                                                                       142.


               Dent pulls the boy away from his mother.

                                     BARBARA
                         No!  Jim stop him!  Don't let him!

               Dent walks James past Gordon to the edge of the burnt floor.  
               He touches the raw wood at the edge of the floor.

                                     GORDON
                         I'm sorry, Harvey.  For everything.  
                         But, please.  Please don't hurt him.

               SIRENS.

         382   EXT. BURNT WAREHOUSE, 52ND STREET -- CONTINUOUS              382   

               Cop cars descend on the warehouse.

         383   INT. SECOND FLOOR, BURNT WAREHOUSE -- CONTINUOUS             383   

               Dent looks at Gordon, FURIOUS.

                                     DENT
                         You brought your cops?

                                     GORDON
                         All they know is there's a situation.  
                         They don't know who, or what.  They're 
                         just creating a perimeter.

                                     DENT
                         You think I want to escape?!  There's
                         No escape from this-

               Dent indicates his face.  His suffering.

                                     GORDON
                         No one needs to escape, because no 
                         one's done anything wrong.  And nobody 
                         has to.

               Dent chuckles.  A macabre sight.

                                     DENT
                         I've done plenty wrong, Gordon.  
                         Just not quite enough.  Yet.

               Dent squeezes the gun a little tighter against the little 
               boy's neck.  The boy WHIMPERS.

                                     BATMAN
                         You don't want to hurt the boy, Dent.

               Dent turns.  Batman steps from the shadows.

-----------------------------------------------------------------------------------------------------
                                                                       143.


                                     DENT
                         It's not about what I want.  It's 
                         about what's fair.
                              (to Gordon and Batman)
                         You thought we could be decent men 
                         in an indecent world.  You thought 
                         we could lead by example.  You thought 
                         the rules could be bent but not 
                         break... you were wrong.  The world 
                         is cruel.
                              (shows his coin)
                         And the only morality in a cruel 
                         world is chance.  Unbiased.  
                         Unprejudiced.  Fair.

                                     BATMAN
                         Nothing fair ever came out of the 
                         barrel of a gun, Dent.

                                     DENT
                              (shows the coin)
                         His boy's got the same chance she 
                         had.  Fifty-fifty.

               Batman steps closer, desperate, trying to reach Dent.

                                     BATMAN
                         What happened to Rachel wasn't chance.  
                         We decided to act.  We three.  We 
                         knew the risks and we acted as one.  
                         We are all responsible for the 
                         consequences.

               Dent looks at Batman.  Pleading.

                                     DENT
                         Then why was it only me who lost 
                         everything?

               Batman looks into Dent's eyes.  Emotional.

                                     BATMAN
                         It wasn't.

                                     DENT
                              (furious)
                         The Joker chose me!

                                     BATMAN
                         Because you were the best of us.  He 
                         wanted to prove that even someone as 
                         good as you could fall.

-----------------------------------------------------------------------------------------------------
                                                                       144.


                                     DENT
                              (bitter)
                         And he was right.

                                     BATMAN
                         But you're fooling yourself if you 
                         think you're letting chance decide.  
                         You're the one pointing the gun, 
                         Harvey.  So point it at the people 
                         who were responsible.  We all acted 
                         as one.  Gordon.  Me.  And you.

               Dent is listening, the wheels in his deranged mind turning.

                                     DENT
                         Fair enough.

               Dent eases his grip on the boy.

                                     DENT (CONT'D)
                         You first.

               He points the gun at Batman.  FLIPS the coin.  TAILS.  He 
               SHOOTS.  Batman COLLAPSES to the ground, clutching his gut.

                                     DENT (CONT'D)
                         My turn.

               He points the gun at his own head.  FLIPS the coin.  HEADS.

               He looks a little disappointed.

               Finally, he points the gun back at Gordon's son.

                                     DENT (CONT'D)
                         Your turn, Gordon.

                                     GORDON
                         You're right, Harvey.  Rachel's death
                         Was my fault.  But punish me-

                                     DENT
                         I'm about to.  Tell your son it's 
                         going to be all right, Gordon.  Lie.  
                         Like I lied.

               Gordon looks up.  Pained.  Locks eyes with his son.

                                     GORDON
                         It's going to be all right, son.

               Dent FLIPS the coin.  High.  Dent's eyes FOLLOW the coin up- 
               Batman HURLS himself at Dent and the boy.

-----------------------------------------------------------------------------------------------------
                                                                       145.


               All three of them VANISH over the edge.  A TERRIBLE CRASH-
               then silence, but for the sound of DENT'S COIN, SPINNING on 
               the floor at the edge of the hole.

               Gordon, horrified, RUNS to the edge- peers down- Dent lies 
               at the bottom of the hole, his neck broken.  DEAD.

               The coin stops spinning, GOOD SIDE UP.

               Gordon's son swings into view, HANGING from Batman, who is 
               holding onto a JOIST with all his strength...

               Gordon reaches down to GRAB his son- HAULS him up...

               Batman FALLS..., dropping and dropping, SMASHING THROUGH 
               protruding WOOD and PIPES... He lands HARD near Dent.

         384   EXT. BURNT WAREHOUSE, 52ND STREET -- CONTINUOUS              384   

               The cops prepare to STORM the front door.

         385   INT. BURNT WAREHOUSE, 52ND STREET -- CONTINUOUS              385   

               Gordon races down the stairs.  Rushes over to Batman.

                                     JAMES
                         Dad, is he okay?

               Gordon crouches at Batman's side.  The Batman GRASPS Gordon's 
               arm.  STAGGERS to his feet.

                                     GORDON
                         Thank-you.

                                     BATMAN
                         You don't have to-

                                     GORDON
                         Yes, I do.

               Gordon and Batman stare down at Dent's body.  Grave.

                                     GORDON (CONT'D)
                         The Joker won.

               Gordon stares down at SCARRED SIDE of Harvey Dent.

                                     GORDON (CONT'D)
                         Harvey's prosecution, everything he 
                         fought for, everything Rachel died 
                         for.  Undone.  Whatever chance Gotham 
                         had of fixing itself... whatever 
                         chance you gave us of fixing our 
                         city... dies with Harvey's reputation.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                       146.


                                     GORDON (CONT'D)
                         We bet it all on him.  The Joker 
                         took the best of us and tore him 
                         down.  People will lose all hope.

                                     BATMAN
                         No.  They won't.
                              (looks at Gordon)
                         They can never know what he did.

                                     GORDON
                              (incredulous)
                         Five dead?  Two of them cops?  We 
                         can't sweep that under-

                                     BATMAN
                         No.  But the Joker cannot win.

               Batman crouches to Dent's body.

                                     BATMAN (CONT'D)
                         Gotham needs its true hero.

               Gently, he turns Dent's head so the good side of his face is 
               up.  Gordon looks from Dent's face to Batman.  Understanding.

                                     GORDON
                         You?  You can't-

                                     BATMAN
                         Yes, I can.

               Batman stands.  Faces Gordon.

                                     BATMAN (CONT'D)
                         You either die a hero or live long 
                         enough to see yourself become the 
                         villain.  I can do those things 
                         because I'm not a hero, like Dent.  
                         I killed those people.  That's what 
                         I can be.

                                     GORDON
                              (angry)
                         No, you can't!  You're not!

               Batman hands Gordon his police radio.

                                     BATMAN
                         I'm whatever Gotham needs me to be.

               INSERT CUT: GORDON STANDS AT A PODIUM AT DENT'S FUNERAL.  
               BEHIND HIM IS A LARGE PHOTOGRAPH OF DENT SMILING.

-----------------------------------------------------------------------------------------------------
                                                                       147.


                                     GORDON
                         ...a hero.  Not the hero we deserved- 
                         the hero we needed.  Nothing less 
                         than a knight.  Shining...

                                     GORDON (V.O.) (CONT'D)
                         They'll hunt you.

                                     BATMAN (V.O.)
                         You'll hunt me.

               INSERT CUT: GORDON, ON THE ROOF OF GOTHAM CENTRAL, AXE IN 
               HAND, WATCHED BY AN ASSORTMENT OF COPS AND REPORTERS...

                                     BATMAN (V.O.) (CONT'D)
                         You'll condemn me, set the dogs on 
                         me...

               GORDON TAKES THE AXE TO THE BAT SYMBOL- SPARKING, SMASHING...

                                     BATMAN (V.O.) (CONT'D)
                         ...because it's what needs to happen.

               INSERT CUT: ALFRED HOLDS THE LETTER FROM RACHEL.  THINKING.

                                     BATMAN (V.O.) (CONT'D)
                         Because sometimes the truth isn't 
                         good enough...

               INSERT CUT: ALFRED BURNS THE ENVELOPE FROM RACHEL.

                                     BATMAN (CONT'D)
                         ...sometimes, people deserve more.

               INSERT CUT: LUCIUS FOX TYPES HIS NAME INTO THE SONAR MACHINE.

               INSERT CUT: FOX HITS THE "X".  THE MACHINE FLASHES RED "SELF-
               DESTRUCT WARNINGS".  THEN DIES.  FOX SMILES TO HIMSELF.

               Batman hurries off.  LIMPING into the shadows.

                                     JAMES
                         Batman?!

               James RUNS down the stairs to join father-

                                     JAMES (CONT'D)
                         Why's he running, Dad?!

               Gordon stares after Batman.

                                     GORDON
                         Because we have to chase him...

-----------------------------------------------------------------------------------------------------
                                                                       148.


         386   EXT. WAREHOUSE -- CONTINUOUS                                 386   

               As Cops race into the buildings the DOGS get the scent and 
               pull away from the doorway, following the SHADOW into the 
               stacks of shipping containers...

         387   INT. WAREHOUSE -- CONTINUOUS                                 387   

               James looks at his father, confused.

                                     JAMES
                         He didn't do anything wrong!

               Gordon stares after the Batman.  The sound of the dogs 
               becoming louder and more ferocious.

                                     JAMES (CONT'D)
                         Why, dad?  Why?!

                                     GORDON
                         Because...

         388   EXT. DOCKSIDE ROOFTOPS -- CONTINUOUS                         388   

               The Batman LURCHES between shipping containers.  STUMBLING.

               BLEEDING.  He makes it to the bat-pod...

                                     GORDON (V.O.)
                         ...he's the hero Gotham deserves... 
                         but not the one it needs right now. 
                         So we'll hunt him, because he can 
                         take it.  Because he's not our hero...

               The bat-pod streaks through Gotham's underground streets, 
               the Batman's cape fluttering behind.  A wraith...

                                     GORDON (V.O.) (CONT'D)
                         ...he's a silent guardian, a watchful 
                         protector... a dark knight.

               The Batman races up a ramp into a blinding light-

               CUT TO BLACK.

               CREDITS.

               END.