BATMAN BEYOND

Written By

Darek Kowal

Based On Characters Created By

Bob Kane and Bill Finger

&
Bruce Timm, Paul Dini, & Alan Burnett
FADE IN:

GOTHAM CITY. NIGHT. A vast metropolis. Draped in an ominous

fog. Teetering between salvation and despair.

EXT. PORT OF GOTHAM - NIGHT

A forgotten part of town. Littered with forgotten citizens.

HOMELESS. Digging through dumpsters. Desperately hunting for
dinner. Huddling around barrel fires.

Near the edge of the pier, a VAGABOND (50s, male) searches a

trash can for scraps. Finds a rotted apple. Can't stomach
it. Closes his vacant eyes. Covered in dirt, grime. Lets
the cool night's breeze brush over him. Then --

A FOG HORN. Vagabond's eyes pop open. He watches as a large

CARGO SHIP emerges through the fog. Taken aback. This isn't
normal.

The Cargo Ship docks at the back entrance of an abandoned

warehouse. Silhouettes of CREWMEN can be seen dragging
containers down the ship's ramp. At the front entrance, a
TRUCK pulls in.

EXT. WAREHOUSE - FRONT ENTRANCE - CONTINUOUS

A LOOKOUT hops out of the truck. Slides a jack under the

entry door, raising it open. The truck enters. The door
closes.

The Lookout stays behind. A Kalashnikov slung across his

shoulder.

Concealed by dumpsters, Vagabond slinks away.

EXT. WAREHOUSE - SIDE DOOR - MOMENTS LATER

Vagaband quietly tugs on the rusty door. It catches, but

opens. Vagabond enters.

INT. WAREHOUSE - CONTINUOUS

Pools of light from above, otherwise darkness. The truck

pulls to a stop. The RING LEADER (30s, intimidating) steps
out. Two Crewmen drag a large metal container towards the
truck.

Ring Leader raises a hand. The Crewmen halt.

RING LEADER
Open it.

The Crewmen do as told. Vagaband watches from a safe

distance, hidden behind cluttered shelves.
 2.

Ring Leader scans the case, packed to the brim with assault
weapons.

EXT. WAREHOUSE - FRONT ENTRANCE - CONTINUOUS

Lookout keeps his post under a lamp. Dead silence. Then --

A rattle in the darkness.

He aims the Kalashnikov. Scans the darkness. Body tense.

Can't see anything. Lowers his weapon.

Helaughs to himself. Exhales. Suddenly --

Lookout screams as he's REELED INTO THE AIR.

INT. WAREHOUSE - CONTINUOUS

Ring Leader hears the scream. Brandishes an assault rifle.

BEHIND THE SHELVES

Vagaband turns, knocks a wrench from a shelf. It clatters

to the floor.

RING LEADER
(to Crewmen)
Take care of it.

The two Crewmen head towards the noise.

BEHIND THE SHELVES

Vagabond scrambles away. Further down the row of shelves.

Desperately searching for a hiding spot.

The Crewmen stalk forward, assault rifles drawn. They split

up. CREWMAN 1 heads left. CREWMAN 2 moves right.

Vagabond quickens his pace, knows they're on his heels.

Slides under a shelf.

Crewman 1 approaches. Closing in. Stops. Listens.

UNDER THE SHELF

Vagabond stares into Crewman 1's laces. Covers his mouth.

Muffles his panicked breaths.

Crewman 1 grins. Knows he's found his prey.

UNDER THE SHELF

Vagabond waits. Eyes fixed on the black boots ... until he

sees another pair behind them. More sleek, more advanced.
 3.

Vagabond hears a quick THUD, watches as Crewman 1 is lifted

into the air. Another THUD. Crewman 1 drops to the floor.
Out cold.

Vagabond gasps. Rolls out from under the shelf. Sprints

down the row.

Crewman 2 fires. Misses. Pursues.

INT. WAREHOUSE - LOADING AREA - CONTINUOUS

Ring Leader turns to the gunshot.

RING LEADER
What the hell?
(to other CREWMEN)
Finish up.

The Crewmen lug containers on to the truck.

INT. WAREHOUSE - FRONT ENTRANCE - CONTINUOUS

Vagabond reaches the door. Pulls with all his strength.

Locked. He pulls again and again. Desperate to escape with
his life. From behind --

Crewman 2 steps into a pool of light.

Vagabond's eyes widen in absolute terror.

Crewman 2 sneers. Finger on the trigger. Behind him --

A cowl RISES. Electronic lenses GLOW. Crewman 2 feels a

presence on him. Whips around --

-- Into a stiff right cross from a black glove. Crewmen 2

hits the ground. Unconscious. Then --

BATMAN steps into the light.

A streamlined suit. Black with a grey utility belt. Razor

sharp gauntlets on each wrist. A broad bat symbol across the
chest. No cape. A fearsome cowl covers his entire face.

Batman towers over the trembling Vagabond. Reaches out.

Vagabond recoils in fear until --

Batman clutches the door knob. With impossible strength,

rips the door open.

BATMAN
Go. Now.

The deep, powerful growl chills Vagabond. He nods. As he

leaves ...
 4.

Batman looks to the loading area. Still work to be done.

Takes a step. Staggers. Clutches his chest. What's
happening? HIGH-PITCHED FEEDBACK buzzes in his ears.

A deep breath. Batman regroups. Shakes it off. Soldiers

on.

Vagabond lingers. Concerned.

INT. WAREHOUSE - LOADING AREA - CONTINUOUS

Ring Leader stands guard, assault rifle drawn. Tense.

Anxious.

RING LEADER
How much longer?!

INT. TRUCK - CONTINUOUS

CREWMAN 3 and CREWMAN 4 shove a container against the truck's

wall.

CREWMAN 3
What's the rush?

Two tiny metal orbs land in the truck. Rolling to a stop at

the Crewmen's feet. Tick. Tick. Tick.

BOOM! Flash bang grenades illuminate the truck! The Crewmen

drop. Blinded.

INT. WAREHOUSE - CONTINUOUS

Ring Leader wheels around. Startled. CREWMAN 5, CREWMAN 6,

CREWMAN 7 take cover. Rifles ready.

RING LEADER
Circle up! Move!

Ringer Leader and the Crewmen form a tactical circle. Backs

to one another. Ready to fire. Every point of the room
covered.

RING LEADER (CONT'D)

(to himself)
Where are you?

PFFT! From above, a metal DART shoots into the middle of

the circle.

The top of the dart glows. VIBRATES. YANKS the weapons out
of their hands. It's a magnet.

Ring Leader grips his assault rifle. It won't budge.

 5.

RING LEADER (CONT'D)

Come on ... Come on!

CREWMAN 6
Boss!

Ring Leader looks up. BATMAN descends from the rafters. A

retractable cape acts as a parachute. He KICKS Ring Leader
on to his back.

Batman stuns Crewmen 5 with a right hook. Throws him into

Crewmen 6.

Crewmen 7 takes a swing. Batman blocks. Presses his glove

to Crewmen 7's chest. Sends him FLYING through the air with
an electric PULSE.

Inside the truck, Crewmen 3 has recovered. Rushes to the

edge of the truck's loading ramp. Fires.

Batman turns a knob on his belt. The dart VIBRATES. The

magnetic force pulls a container from the truck, flipping
Crewman 3 head over heels.

The assault rifle sprays bullets into a metal drum. Oil

leaks out. Coats the floor.

Ring Leader, back on his feet. Charges. Batman wheels

around, flings him over his shouler.

Ring Leader CRASHES into a container. Weapons spill. He

grabs a rifle.

Batman approaches. Staggers again. The tightness in his

chest returns. He falls to a knee. HIGH-PITCHED FEEDBACK.

Ring Leader aims the rifle. Has Batman dead to rights.

Suddenly --

Vagabond bear hugs Ring Leader. The assault rifle fires.

Bullets spark on the floor. THE OIL IGNITES.

Ring Leader hurls Vagabond to the ground. Aims.

The fire reaches the oil drums.

THE DRUMS EXPLODE. A fire ball roars to the ceiling.

Spreading wildly. The warehouse becomes an INFERNO.

The Crewmen flee. Racing out of the warehouse before it blows.

Ring Leader watches. Rage building. The truck. The weapons.
All up in flames. Across the room --

Batman, down on his hands and knees. Vagabond helps him to

his feet.
 6.

VAGABOND
I owed you one.

Batman looks over Vagabond's shoulder --

Ring Leader seethes. Snatches a handgun from the ground.

Fires relentessly.

Batman clutches Vagabond. Shoots a zip line from his wrist

across the warehouse and into the cargo ship's hull.

The zip line recoils. PULLING Batman and Vagabond.

EXT. WAREHOUSE - CONTINUOUS

The Warehouse ERUPTS.

Batman and Vagabond are flung into the water.

EXT. UNDERWATER - CONTINUOUS

Batman holds Vagabond tight. Above them, fire spreads over

the surface of the water.

EXT. SHORE - MOMENTS LATER

Batman emerges. Carrying Vagabond with him. They collapse

on the shore.

Batman presses a button on his neck. The lenses retract.

We see the panic in his eyes. The mouth piece of his cowl
opens. Revealing a wrinkled, aged mouth and jaw.

Batman gasps for air. Blood staining his teeth. His gloves
also covered. But this blood isn't his. Next to Batman --

The Vagabond's back is riddled with bullets. The life has

left his eyes. Dead.

Batman lets out a guttural moan. He removes his cowl and we

see the grizzled face of BRUCE WAYNE (50s).

WAYNE's moans become a gasp. He struggles to breathe. Hand

on his heart. Is this the end?

Is this how Batman dies?

CUT TO BLACK.

VOICE
Gotham is at a crossroads.
 7.

EXT. GOTHAM CITY HALL - DAY

A press conference atop the steps of City Hall. A large

crowd has gathered.

A formidable man stands behind the podium. Perfectly coifed

hair. Impeccable features. A calm confidence radiating
through his frame. This is HUGO STRANGE (50s). He speaks
deliberately, powerfully. A master orator.

A graphic reads: MAYOR INTRODUCES HUGO STRANGE

VOICE/STRANGE
In the five year absence of the
Batman, this great city, once a beacon
of peace and unity, has become a
battlefield. On one side, a dedicated
mayor and an exhausted police force.
On the other, ruthless criminals
preying on our citizens.

INTERCUT:

EXT. GOTHAM - WORKING CLASS NEIGHBORHOOD - DAY

REBELS (young men and women, clothed in rags, faces covered

in dirt) fire assault rifles through the crowded streets.

CITIZENS (families, women and children) desperately run for

cover.

DEACON (30s, the rebel leader) unpins a hand grenade,

callously flinging it into the window of a housing complex.
An explosion shakes the complex. Fire spreads.

RESIDENTS empty into the streets. Chaos. Deacon continues

down the block, hurling grenades into every building he
passes.

BACK TO SCENE

STRANGE
These rebels are organized, every
day making calculated attacks,
claiming new territories and ripping
families from their homes. They
come as foreign invaders, determined
to conquer us and erase our way of
life. They are, without question,
the single greatest threat to every
man, woman, and child in Gotham.
And while our police have fought
bravely, their vigilance has come at
a price.
 8.

INTERCUT:

EXT. GOTHAM - WORKING CLASS NEIGHBORHOOD - CONTINUOUS

POLICE CRUISERS screech to a halt. OFFICERS take aim behind

their doors. Trading fire with the Rebels.

A ROOKIE fumbles his weapon. Hands trembling. Around him,

the Officers drop like flies.

Rookie scrambles behind the cruiser. Sees Deacon closing in

... and a MOTHER and CHILD trapped behind a stoop.

Rookie gasps for air. Knows what he has to do. Picks up

his weapon, sprints to the Mother and Child. Guiding them
to safety ... almost there ... Deacon fires ...

Rookie takes two to the leg. Drops. The Mother and Child
duck into an alley.

Deacon towers over Rookie ... Points his assault rifle ...

The shots ring through the street.

BACK TO SCENE

STRANGE
History has proven that a motivated
enemy will never cease its advances
on its own. They must be met by an
equal, opposing force. I stand before
you today as that force.

Strange pauses. Exudes confidence.

STRANGE (CONT'D)
With the support of Mayor Keaton --

Strange gestures to his right, where MAYOR KEATON (60s, gray,

much less confident) sits among the suits.

STRANGE (CONT'D)
And the cooperation of Commissioner
Gordon, I will assemble a special
task force, led by my chosen Command
Team, and comprised of the finest
men and women of the Gotham Police
Department. Our goal is simple:
Restore Gotham to its glory. To
accomplish this, we must remind our
enemies who we are and for what we
stand. We will replenish our depleted
Police, and we will achieve peace
through strength and power.
 9.

INTERCUT:

EXT. GOTHAM - WORKING CLASS NEIGHBORHOOD - CONTINUOUS

Deacon fires into the air. Lets out a BATTLE CRY.

STRANGE (V.O.)
We will strike terror into the hearts
of those who stand in our way, and
wipe the streets of our enemies. We
will reclaim what is rightfully ours'.

The Rebels have won the street. They march forward. Stepping
over bodies. Taking what they want.

BACK TO SCENE

STRANGE (CONT'D)
We will provide law and order in a
manner unparalleled and unequaled.
We will be a symbol of justice, of
liberty, of security. To the Mayor,
to the Commissioner, to the men,
women, and children, I promise you
all ...
(pauses)
We will take back Gotham!

The crowd erupts in applause. Strange grins. Nods in

approval.

SMASH CUT TO:

INT. HOUSING PROJECT - DAY

A broken down apartment complex in the poorest section of

the city.

The front door is smashed open with a battering ram. What

enters isn't SWAT, but the KNIGHT DIVISION. Hugo Strange's
Special Task Force come to life.

The KNIGHTS are clad in all black tactical body armor.

Brandishing assault weapons, flash bangs, stun guns, and
worse. Their helmets are fashioned as cowls, complete with
Bat-Ears. A heavily-militarized band of Batmen.

The Knights swarm the building. Knocking down doors and

ushering residents out of their homes at gun point. Lining
them up in the halls. Leading them out to the streets like
caddle.

Residents scream. Children cry. Those who resist are met

with extreme force.
 10.

INT. HOUSING PROJECT - THIRD FLOOR - CONTINUOUS

CROWDER (30s, a particularly aggressive Knight) yanks a

screaming little girl into the hall. This is ELENA (5).
From behind, VICTOR (30s) bear hugs Crowder.

VICTOR
Let her go!

Crowder topples Victor with an elbow to the gut. Throws him

to his knees.

CROWDER
Watch close sweetheart...

Crowder raises his baton, about to crack Victor's skull. As

Elena screams --

Another Knight presses Crowder into the wall. Sparing Victor.

KNIGHT
Put it down, Crowder!

CROWDER
Get off me!

Crowder shoves the Knight back. They stand nose to nose.

KNIGHT
This isn't why we're here.

CROWDER
You sure about that?

From down the hall --

SQUAD LEADER HART (O.S.)

KNIGHTS!

SQUAD LEADER HART (40s, a mountain of a man) approaches

Crowder and the Knight.

SQUAD LEADER HART (CONT'D)

What the hell's going on?!

CROWDER
Sir, this resident attacked me and I
defended myself.

KNIGHT
He was protecting his child!

CROWDER
You love 'em? You join 'em!
 11.

Crowder grabs the Knight by his cowl, knocking it cockeyed.

They struggle until Squad Leader Hart pulls them apart.

SQUAD LEADER HART

That's enough! Crowder, they need
you on the fifth floor. Now!

CROWDER
My pleasure.

Crowder takes off down the hall.

SQUAD LEADER HART

And McGinnis --

The Knight peels off his cowl. We see the frustrated face
of TERRY MCGINNIS (30s, young but disenchanted, pure
underdog).

SQUAD LEADER HART (CONT'D)

Get these people downstairs.
(points at Victor)
Arrest him for assaulting a Knight.

Squad Leader Hart leaves. Terry sees the fear in Victor's

eyes.

EXT. HOUSING PROJECT - LATER

Terry leads Victor outside in handcuffs. Puts him up against

the brick wall of the building. Elena clings to Victor's
hip.

VICTOR
It's okay, Elena.

TERRY
Turn around.

VICTOR
Come on man, not in front of the
kid.

TERRY
Turn. Around.

Victor turns. Terry uncuffs him. Gestures, 'Go'.

Surprised and relieved, Victor takes Elena's hand.

ELENA
What about Daddy?

VICTOR
He'll be okay, baby.
 12.

As they leave --

TERRY
Where's her father?

VICTOR
Upstairs, on the fifth floor.

Terry realizes.

TERRY
What's his name?

VICTOR
Oscar.

Terry rushes back inside.

INT. HOUSING PROJECT - FIFTH FLOOR - MOMENTS LATER

Terry strides through the ransacked hallway. Cowl strapped

to his belt. As he approaches room 512, through the walls --

CROWDER (O.S.)
Where is the file?! Where is it?!

MAN'S VOICE (O.S.)

She doesn't know anything!

CROWDER (O.S.)
She just needs some convincing ..

WOMAN'S VOICE (O.S.)

Please! No!

A gun shot. Terry rushes in --

INT. HOUSING PROJECT - ROOM 512 - CONTINUOUS

Five RESIDENTS are lined up on their knees. Hands zip-tied

behind their backs. They've all been roughed up to some
degree.

Behind them, five KNIGHTS are primed for kill shots.

In the corner, Crowder holds a FEMALE RESIDENT (20s) at gun

point. Tears stream down her face. Next to her ...

A MALE RESIDENT. DEAD. A fresh bullet hole in the back of

his head.

TERRY
What happened?
 13.

CROWDER
He went for my gun.

Terry looks at the Dead Resident. His hands are zip-tied

behind his back.

Terry scans the Residents. All terrified. Looks to the

Female Resident. Her eyes plead for help.

CROWDER (CONT'D)
Now, somewhere in this shit hole is
a file. On that file is the location
of a bomb hidden somewhere in Gotham
by the Rebels ... who you are all
protecting. Now, we can do this the
easy way, or the hard way. But we
are leaving with that file.

Crowder waits. The Residents remain silent.

CROWDER (CONT'D)
Good enough for me!

Crowder raises his sidearm.

CROWDER (CONT'D)
Who's first?!

The Female Resident throws herself at Crowder. The gun fires.

A bullet whizzes past the firing squad of Knights, forcing
them down.

FEMALE RESIDENT
Oscar, run!

OSCAR (30s, rail thin, scrappy) jumps to his feet. Hurling

himself forward, knocking into Terry and sending them both
crashing through a window.

EXT. HOUSING PROJECT - FIFTH FLOOR FIRE ESCAPE - CONTINUOUS

Terry and Oscar land hard on the fire escape. Covered in

glass.

Oscar rolls back and down the stairs to the next level. He
scrambles to his feet and continues down.

Terry rises. Crowder shoves past him. Immediately fires

through the fire escape.

Bullets whiz past Oscar's head as he jumps, slicing his zip-

tie and freeing his hands. He lands in the alley. Takes
off in a dead sprint and disappears around the corner.
 14.

Crowder reloads his handgun. Fires erratically into the

alley. He empties the clip, slamming the gun against the
guard rail.

CROWDER
Damn it, McGinnis!

Crowder turns, realizes he's alone.

CROWDER (CONT'D)
McGinnis?!

Crowder looks down to the alley, catches a glimpse of Terry

racing out to the street.

Crowder sneers. Reloads his handgun.

EXT. GOTHAM SLUMS - STREETS - CONTINUOUS

Condemned, dilapidated buildings line the block. Oscar cuts

across the street. Looks back.

Terry turns the corner. Hot on his heels.

Oscar darts into a narrow alley. Terry follows. They reach

the end, spilling out into --

EXT. CANOPY LOT - CONTINUOUS

Canopies thrown together with filthy blankets and rotting

rope fill the lot, serving as "shelter" for the Homeless.

Terry chases Oscar between the canopies, bumping into

bystanders and knocking over already overflowing garbage
cans.

The Homeless that notice Terry pelt him with rotten fruit.
He ducks what he can, but takes a moldy tomato to the chest.

As Terry closes in, an OLD MAN trips him with a cane. Terry
tumbles into mud. The Old Man laughs.

Terry scrambles back to his feet. His head on a swivel.

Can't find Oscar. Where is he? Peering through the crowd,
sees --

Oscar duck into a brick building. Terry wipes the mud from
his eyes. Pursues.

INT. BRICK BUILDING - MOMENTS LATER

Terry barges in. Spots Oscar headed up a staircase at the

end of a long hallway. Terry sprints down the hall. As he
reaches the staircase --
 15.

Oscar hurls a potted plant at his head. Terry ducks. The

plant shatters against the wall.

Oscar turns tail. Terry follows him up the stairs.

INT. BRICK BUILDING - SEVENTH FLOOR HALLWAY - CONTINUOUS

Terry reaches the hallway as Oscar slips inside room 7B.

Terry pursues, barges through the door --

INT. BRICK BUILDING - ROOM 7B - CONTINUOUS

But there's no room. This side of the building has been

destroyed. Nothing left but an opening to the rest of the
city and a hole leading to a pile of jagged rubble seven
floors down.

Terry's momentum carries him over the edge. As he falls, he

clutches the door knob, hanging over the seven story drop
for his life.

As Terry hangs, Oscar slinks across the thin path of remaining

floor to the next room over, and back out into the hallway.

Terry reaches for the remaining floor. Too far away. Tries
again. The top hinge of the door breaks from the wall.

Held together by the bottom hinge, the door swings back and
forth, carrying Terry with it.

Terry builds momentum with the swinging door. Back and forth.
At the last second, he swings forward --

The door rips from the wall! Terry lunges for the floor,
just able to grasp the edge.

Below Terry, the door SMASHES to bits amongst the rubble.

He pulls himself up, back on his feet.

INT. BRICK BUILDING - SEVENTH FLOOR HALLWAY - CONTINUOUS

Terry hustles to the end of the hall. No sign of Oscar. He

scans the area. Could be hiding in any number of room.
Then --

An open window. Terry sticks his head through. Sees Oscar

jumps from the fire escape to the roof. Terry takes a deep
breath. Crawls through the window.

INT. BRICK BUILDING - ROOFTOP - MOMENTS LATER

Terry pulls himself up to the roof. Oscar is already two

buildings over.

Terry sprints to the edge of the roof, leaps --

 16.

LANDS on the next building's roof. Terry rolls to his feet.

Without breaking stride, he makes the jump to the next roof --
and the next.

Up ahead, Oscar continues his escape. Looks back. Stunned

to see Terry still on his tracks.

Nearing the edge, Oscar's foot slips. He jumps but doesn't

clear the gap, hitting the side of an OLD APARTMENT BUILDING
and clinging to the gutter.

Terry closes in. One rooftop away. He sees Oscar pulling

himself up from the gutter, JUMPS --

EXT. OLD APARTMENT BUILDING - ROOFTOP - CONTINUOUS

Terry tackles Oscar THROUGH the rotting roof.

INT. OLD APARTMENT BUILDING - ROOM 10C - CONTINUOUS

Terry and Oscar CRASH into a kitchen table. In the next

room TWO CHILDREN gawk. No longer interested in their toys.

Oscar gets up first. Limps across the kitchen to the living

room and out the window.

Terry rises. Dusts himself off.

TERRY
Where'd he go?

The Children both point to the window. Terry gives them a

thumbs up. Moves gingerly to the apartment door.

EXT. OLD APARTMENT BUILDING - ALLEY - MOMENTS LATER

Oscar hops off the catwalk and into the alley. He jogs to
the street --

Where Terry cuts him off. Oscar backtracks, but it's a dead
end. Caught.

TERRY
Don't move!

Oscar draws a knife. Terry reaches for his gun, but the
holster is empty. Lost in the crash.

TERRY (CONT'D)
Ya know what, my mistake. Keep going.

Oscar approaches, ready to strike.

TERRY (CONT'D)
Listen to me ...
 17.

OSCAR
You shot my friend!

TERRY
That wasn't me!

OSCAR
Not this time. Sooner or later you
Knights will kill us all.

TERRY
You're the one hiding the bomb.

OSCAR
There is no bomb!

TERRY
What?

OSCAR
We're not terrorists! We don't want
to hurt anyone!

Terry takes a step forward. Oscar raises the knife.

OSCAR (CONT'D)
Stay back!

TERRY
Look, I don't know what you have,
but it's not worth your life.

OSCAR
My life doesn't matter.

TERRY
What about your daughter's?

This catches Oscar.

TERRY (CONT'D)
She's okay, but she's going to need
her father.
(pauses)
Please. I just want to help you.

Oscar considers. Lowers the knife.

Three bullets tear into his chest. Oscar drops. Terry rolls
behind a dumpster. Sees --

Crowder, holding a smoking gun at the far end of the alley.

He cracks a grin. Proud of his work.

Terry quickly kneels down to Oscar. Checks his wounds.

 18.

Oscar coughs blood. Only seconds left.

OSCAR
(whispered)
Oracle ... Two ...

Oscar places a tiny FLASH DRIVE in Terry's hand. Takes one

last breath. Dies.

Crowder moves in.

CROWDER
What'd he say?

Terry slips the Flash Drive under his sleeve before Crowder
can see it. Stands.

TERRY
I couldn't make it out.

Crowder pats down Oscar's corpse. Doesn't find anything.

CROWDER
You see him toss anything?
(no response)
McGinnis?

TERRY
No.

CROWDER
(at Oscar)
Waste of bullets.

Crowder walks away. Terry remains, eyes fixed on Oscar.

EXT. HOUSING PROJECT - LATER

Terry returns. Finds Residents detained and huddled against

the side of the project. Knights standing guard.

Squad Leader Hart argues with a FEMALE OFFICIAL (40s, Latina,

trench coat and slacks).

FEMALE OFFICIAL
We both know what these Raids are.
These people have rights!

SQUAD LEADER HART

You don't like it? Take it up with
our boss.

FEMALE OFFICIAL
I will.
 19.

Female Official exits. Gives Terry a disapproving look as

she passes.

SQUAD LEADER HART

McGinnis, where were you?

TERRY
Sir, we had a runner. I pursued and --

From behind --

CROWDER
I detained him. But he didn't know
anything.

TERRY
We'll never know what he knew.
Crowder shot him as he was
surrendering.

CROWDER
He had a knife on a Knight. I acted
accordingly. Sir --

SQUAD LEADER HART

Enough. This entire sweep has been
a waste of our time.

TERRY
Sir, what about the group on the
Fifth floor? Did any of them --

Terry's heart sinks. One at a time, Knights carry BODY BAGS

out of the project.

The bags aren't fully zipped, and Terry can see the faces of
the dead: The Residents of the Fifth Floor.

SQUAD LEADER HART

They wouldn't cooperate, then became
hostile.
(to the Residents)
Let that be a lesson to all of you!
We are the law! We are the final
word! We can help you ... only if
you do as you are told!
(to the Knights)
KNIGHTS! MOVE OUT!

The Knights load into their armored trucks.

Terry looks over the frightened, damaged faces of the

Residents. Sees Elena. Locks eyes with her, then looks
away. Ashamed.
 20.

EST. GOTHAM CITY HALL - DAY

The impressive stone building stands as a symbol of justice.

INT. GOTHAM CITY HALL - CORRIDOR - DAY

DANA MCGINNIS (30s, fearless, quick witted, headstrong) paces

outside an office. Checks her watch. She's been waiting a
long time.

Finally, the door opens. Hugo Strange strides out. Flanked

by Knights. His personal protection. Walking with Strange
is DEREK POWERS (30s, slick, playboy, yuppie).

DANA
Mr. Strange? Mr. Strange!

The Knights block Dana. Strange looks her over. Gestures

for the Knights to stand down.

STRANGE
Doctor, if you please.

DANA
Dana McGinnis, Gotham Post. We had
an interview scheduled ... two hours
ago.

STRANGE
I apologize. The needs of the people
outweigh the needs of the press.
You understand.

Strange starts to leave --

DANA
Does your office have a statement on
the weapons used by the Rebels?

Strange pauses. Turns back.

STRANGE
In what regard?

DANA
In regards to how these people can't
seem to afford food or shelter but
have no trouble getting their hands
on automatic weapons and armor-
piercing rounds. Any idea who's
funding them?
 21.

STRANGE
Anyone assisting the Rebels is a
clear enemy of our city and will
share their fate.

DANA
But you agree they're getting weapons
from a third party? Any leads?

Strange smiles. Impressed.

STRANGE
If they're out there, we'll find
them. I assure you, Ms. McGinnis, I
have eyes everywhere.
(pauses)
Good day.

Strange walks away. Dana attempts to follow, but two Knights

block her.

DANA
Something to add?

Dana sticks her phone in the Knights' faces. Behind them --

POWERS
That won't be necessary.

Powers gets between The Knights and Dana.

POWERS (CONT'D)
I'll take it from here. Thank you.

The Knights exit.

POWERS (CONT'D)
(to Dana)
You're welcome.

DANA
I'll thank you when I get answers.

POWERS
But not when I save your ass?

DANA
You should know by now I'm not afraid
of handcuffs.

POWERS
Or a stranger to them. Although the
'plucky reporter' routine worked
better in High School.
 22.

DANA
And your condescending, silver spoon
routine never worked. Not for lack
of trying.

POWERS
I thought you enjoyed my persistence,
Dana.

DANA
Maybe you don't know me as well as
you think, Mr. Powers.

Dana smiles. Walks off. Powers takes a deep breath. Aroused.

EXT. GOTHAM CITY HALL - LATER

Dana and Powers walk side by side down the steps of City
Hall.

DANA
When did you join Strange's payroll?

POWERS
It's a joint venture. I finally
convinced my father what I've always
known. Hugo Strange is the future.
Seven years in Gotham and he's
redefined the way we protect
ourselves. Soon, his methods will
go global, and Powers Tech. will be
right there with him, designing the
weapons that will keep us safe.

DANA
Just be careful with the name.
'Strange/Powers' might be a bit too
on the nose.

POWERS
With this deal, I'll finally have
something to call my own.
(pauses)
Though it would be nice to have
someone to share in the spoils, if
you ever get tired of living in the
slums.

DANA
You really are persistent.

POWERS
Why didn't it work out between us?
 23.

DANA
Because it 'worked out' between you
and every other girl. I wasn't going
to be another knotch on your bedpost.

POWERS
Better to settle for someone who can
barely afford a bedpost? How is my
little brother?

DANA
Still hating that moniker but,
otherwise ... getting by, like all
of us.

POWERS
Don't you ever get sick of 'getting
by'? Don't you want more? To See
the difference between he and I?

DANA
I already see the difference between
you and Terry ... every time I look
into his eyes.

POWERS
Maybe you should look again ...

Powers gives Dana the smug, satisfied smile he's refined

throughout the years.

POWERS (CONT'D)
What do you see?

Dana smiles, plays along ...

DANA
The man of my dreams ... And he needs
a shower.
(down the steps)
Hi, babe!

Terry walks up the steps. Still covered in mud and rubble.

DANA (CONT'D)
How was your day?

TERRY
You know, uneventful.
(to Powers)
This is a surprise.

POWERS
You'll find I'm full of them, little
brother.
 24.

TERRY
Good to see you, Derek. How's your
father?

POWERS
Always working. Always asking about
you. It's annoying.

TERRY
Tell him I'll stop by soon.

POWERS
Not too soon, I hope.

DANA
We should be going. Take care, Derek.

Dana pulls Terry away. Powers stews.

EXT. GOTHAM BRIDGE - DUSK

Terry and Dana walk along the bridge that separates the clean,
affluent uptown from the slums. Two very different worlds,
so close but miles apart.

TERRY
What were you doing at City Hall?

DANA
My job.

TERRY
Shouldn't you stick to the stories
you're assigned?

DANA
What makes you think I wasn't?

TERRY
Well, considering your editor
reassigned you to sports ...

DANA
And why do you think he did that?

TERRY
To protect you.

DANA
From what?

TERRY
You.
 25.

DANA
Look around. Gotham is dying and it
started the second Hugo Strange
arrived. If journalists don't ask
questions, who will?

TERRY
I don't care about that.

DANA
Maybe you should.

TERRY
Maybe you should think about what
really matters.

DANA
I am.

A standoff. Dana sees the concern all over Terry.

DANA (CONT'D)
What happened?

TERRY
I saw what happens to the people who
ask questions. I've seen it too
many times.

DANA
Any time you need to walk away from
that job --

TERRY
We'd be out on the streets.

DANA
And we'd still have each other.

Terry scoffs. Looks to Dana. She's sincere.

TERRY
We have to get out of Gotham.

DANA
And go where? This is our home.

TERRY
This city is dying. You said it
yourself.

DANA
That's why we have to fight for it.
 26.

TERRY
You know the day I was drafted into
the Knights, I was actually happy.
I thought I could help make things
better. Now I know that's impossible.

DANA
How can you say that when you're
wearing the symbol of a man who
thought one person could change the
world?

TERRY
Whatever he believed, it died with
him.

DANA
I don't believe that. And I don't
think you do either.

Dana unhooks Terry's cowl from his belt. Puts it in his

hand.

DANA (CONT'D)
The only thing that can save this
city is the people. Gotham needs
its real heroes.

TERRY
That's not me.

DANA
I know someone who might disagree.

INT. MCGINNIS HOUSE - NIGHT

Terry lifts his son MAX MCGINNIS (5) over his head. Max
spreads his arms like an airplace as Terry carries him from
room to room.

The house is old and cramped, not much different than the
housing projects.

TERRY
Ground control, request permission
to land!

MAX
No! Keep flying!

Terry spins Max in circles. Pauses as he sees a News Report

on the television.

NEWS REPORT:
 27.

Footage of the Housing Project Raid ...

GNN ANCHORMAN
In Crime Watch, Gotham's Knights
cracked down on a large band of rebels
hiding out on the West side. The
siege was reportedly extremely
successful, with the Knights capturing
several high ranking rebel targets
with zero civilian casualties.

Squad Leader Hart being interviewed ...

SQUAD LEADER HART

Today was a victory for the entire
city. We were able to thwart a major
terrorist plot and keep the good
people of this neighborhood safe.
We expect a Rebel surrender any day.

GNN ANCHORMAN
Another win for the good guys. Keep
it up, boys! In other news ...

BACK TO SCENE

Terry furrows his brow.

MAX
Dad?!

Terry spins Max.

TERRY
Emergency landing! Brace yourself!

Terry and Max fall to the couch.

INT. MCGINNIS HOUSE - OFFICE - CONTINUOUS

Dana types on her computer.

MONITOR

A firewall uploads. Dana enters a secure chat room. Signs

into her handle, 'ECHO'.

ECHO: Connection?

DANA

Her eyes locked on the screen.

MONITOR
 28.

Another handle joins the room. 'ORACLE 2'.

DANA

Waits in anticipation.

MONITOR

ORACLE 2: Negative.

DANA

Types rapidly.

MONITOR

ECHO: What is our next move?

DANA

Waits. Taps her finger impatiently.

MONITOR

'ORACLE 2' logs out.

DANA

Hits her desk in frustration. Sinks into her chair, 'Now

what?'.

Dana looks at her monitor. A piece of black tape covers the

web cam. She peels off the tape . Presses 'record'.

INT. MCGINNIS HOUSE - LIVING ROOM - LATER

Dana enters. Her eyes red, as if she'd been crying. Finds

Terry and Max asleep on the couch. Smiles. Gently wakes
Terry.

DANA
Let's go to bed.

INT. MCGINNIS HOUSE - MAX'S BEDROOM - MOMENTS LATER

Terry tucks Max into bed. In Max's arms, a 'Batman' doll.

Terry reaches to turn off the lamp --

MAX
Don't.

TERRY
We talked about this, Max.
 29.

MAX
But I can hear it.

The sounds of the street pour in through the closed window.

Voices shouting, sirens. The chaos of a dangerous
neighborhood.

TERRY
I know, that's why he's here.

Terry knudges the Batman doll.

TERRY (CONT'D)
He's got your back.

MAX
My teacher said he isn't real, but I
told her he has to be.

TERRY
Why?

MAX
Because he's my Dad.

Terry sees the look of admiration in Max's eyes. Wishing he

could enjoy the moment, but racked with guilt.

TERRY
Good night, buddy.

Terry kisses Max on the forehead. Turns off the light.

INT. MCGINNIS HOUSE - BEDROOM - LATER

Dana sleeps. Terry lays next to her, wide awake. His mind
racing. Replaying the events of the day. He leaves the bed.

INT. MCGINNIS HOUSE - OFFICE - LATER

Terry takes a long look at the Flash Drive. Considers what

to do. Plugs it into the tower. Opens the file.

Terry's face is painted in the glow of the monitor. File

after file uploads. Endless data. Not the location of a
bomb, but vast accounting ledgers. Massive sums of money
linked to and from the largest corporations in Gotham.

Terry can't believe what he's seeing. From behind --

DANA
Oh my God ...

Dana peers at the monitor. Terry yanks the flash drive from
the tower.
 30.

DANA (CONT'D)
What are you doing?

TERRY
Getting rid of this.

DANA
Do you know what that is?!

TERRY
Do you?

Dana hesitates.

DANA
That's the key to saving Gotham.

TERRY
What are you talking about?

DANA
A year ago, I was contacted by an
anonymous source who claimed he had
information regarding Hugo Strange.
I don't know his name but he goes by
the handle --

TERRY
Oracle Two.

This catches Dana by surprised.

TERRY (CONT'D)
I got this drive from a man named
Oscar. Right before he died, he
said 'Oracle Two'.

DANA
Whoever it is, they've been leading
a resistance to bring down Strange.

TERRY
And you've been helping? Helping
the Rebels?!

DANA
Strange owns the Rebels!

This hits Terry hard.

TERRY
You really believe that?

DANA
I'd bet my life on it.
 31.

TERRY
Not just yours, ours. Max's.
Without a shred of evidence.

DANA
You're holding the evidence.

TERRY
If anyone new we had this --

DANA
Then let me get it to Oracle Two.

TERRY
You don't even know who that is!

CLOSE UP on the computer's web cam.

WEB CAM POV

Someone is manipulating the camera. Watching Terry and Dana

argue.

BACK TO SCENE

TERRY (CONT'D)
For all you know, it's a trap,
misinformation to draw out the Rebels.
They run those Ops constantly! You
could be talking to one of Strange's
lackeys!

DANA
It sounds like I am.

Terry is taken aback.

DANA (CONT'D)
I'm sorry, but this is the moment to
act, to take down Strange --

TERRY
And everyone who's helped him.

DANA
You didn't know.

TERRY
You think that will matter?

Terry has a thought.

DANA
What?
 32.

TERRY
Derek. You said he was doing business
with Strange. I have to warn him.

DANA
I know he's your friend but --

TERRY
He's my family. If what you're saying
is true, any connection to Strange
could ruin him.

DANA
How do you know you can still trust
him?

TERRY
Who do you think told me you were at
Ciy Hall today? He was protecting
us.

Terry tightens his grip on the Flash Drive. Moves close to

Dana.

TERRY (CONT'D)
Twenty four hours, for me to warn
Derek and for you to find out who
the hell Oracle Two is.

Dana contemplates. Begrudgingly ...

DANA
Twenty four hours.

CLOSE UP on the web cam.

EXT. GOTHAM - FINANCIAL DISTRICT - DAY

A flourishing sector of downtown, reserved for the upper

crust. Towering over the other skyscrapers, POWERS TECHNOLOGY
HEADQUARTERS.

Only one building rivals its impressive stature ... off in

the distance ... with a 'W' on it.

INT. POWERS TECH HQ - LOBBY - DAY

Terry enters. Caught in a stream of SUITS rushing past him.

He's drastically underdressed. Keeps his head down as he
makes his way to the elevator.

INT. POWERS TECH HQ - DEREK'S OFFICE - DAY

The room is four times the size of Terry's house, overlooking

the best view of Gotham.
 33.

Powers pours a glass of scotch. Offers it to Terry.

TERRY
I'm on my lunch break.

POWERS
So am I.

Powers takes a large gulp. Terry shakes his head. Amused.

Looks over a shelf of photos. Finds one of he and Powers
when they were ten years old.

TERRY
I remember this day. Your tenth
birthday party.

POWERS
Our tenth birthday party. Dad made
me share it with you ... and every
other. Punishment for bringing home
a stray.

Powers joins Terry at the shelf.

POWERS (CONT'D)
(at the photo)
That was here when I moved in. The
old man letting me know how he sees
me.

TERRY
He has you running the company.

POWERS
Only the parts he doesn't care for.
But that's all about to change.

TERRY
I heard.

POWERS
Of course you did, and you came to
congratulate me?

Powers walks to his desk.

TERRY
Actually I came to talk you out of
it.

Powers freezes.

POWERS
You're joking ...
 34.

TERRY
How much do you know about Hugo
Strange?

POWERS
You mean after spending the last
year vetting his company?

TERRY
I mean the things that might be off
the books.

POWERS
I've never known Dana to have someone
else ask her questions for her.

TERRY
Have you ever known her to be wrong?

Powers approaches Terry. Intrigued.

POWERS
What do you know?

TERRY
More than I did a day ago. More
than I want to.

POWERS
I've heard all the rumors, Terry.

TERRY
And you're still willing to tie your
company to a criminal?

POWERS
Show me a company in Gotham that
isn't breaking the law and I'll show
you one about to go out of business.
Every powerful man has his share of
sins. But I assure you, Hugo Strange
won't be the first to pay for his.

TERRY
I wouldn't be so sure.

Powers sees the conviction in Terry.

POWERS
You're serious.
(Terry nods)
What do you have?
 35.

TERRY
I can't say. I just came here to
warn you. Cut ties with Strange
before it's too late.

POWERS
I've been working on this contract
for -- This is my chance to --
(pauses)
Can you get her to drop it?

TERRY
Derek ... I'm sorry.

POWERS
You're sorry? ... You're SORRY?!

Powers hurls his glass, shattering it against the wall. He

takes a deep breath.

POWERS (CONT'D)
How long do I have?

TERRY
Twelve hours.

POWERS
Just enough time to lose a fortune.

Powers contemplates. Collects himself. Embarrassed.

POWERS (CONT'D)
Forgive me. I know this wasn't easy
for you.
(pauses)
I hope you know how much I appreciate
it.

TERRY
I owed you. I always will.

The door opens. Derek's father, HARRISON POWERS (60s, gray

hair, distinguished) enters.

HARRISON
Terry! What a pleasant surprise!

Harrison hugs Terry. Overjoyed.

HARRISON (CONT'D)
(To Derek)
Why didn't you tell me you two were
getting together?
 36.

POWERS
Spur of the moment, and he already
has to go.

HARRISON
(to Terry)
You can't stay?

TERRY
I have to get back to work.

HARRISON
Well then, I'll walk you out.

Harrison leads Terry out of the office.

INT. POWERS TECH HQ - HALLWAY TO ELEVATOR - MOMENTS LATER

Harrison and Terry reach the elevators.

HARRISON
You'll send my love to Dana and Max?

TERRY
Of course.

HARRISON
You're sure you don't need anything?

TERRY
You know what I'm going to say.

HARRISON
And you know I'll keep offering.
(pauses)
I've never forgiven myself for being
unable to keep you out of the draft,
and away from the Knights.

TERRY
You did what you could, more than
anyone else would.

HARRISON
You should come by more often, so we
can catch up.

TERRY
I would but --

The elevators open. A herd of SUITS spills out.

TERRY (CONT'D)
-- I don't think I meet the dress
code.
 37.

HARRISON
The suit doesn't matter. It's the
person inside it. You've done well
for yourself, Terry. Never let anyone
tell you otherwise.
(pauses)
Frankly, I wish Derek would've
followed in your footsteps.

TERRY
He seems to be doing all right.

HARRISON
He's lost, and it's my fault. I'd
hoped the promotion would motivate
him to forge his own path, but in
six months he hasn't come to me with
a single proposal.

Terry furrows his brow. He doesn't know about the deal with
Strange?

HARRISON (CONT'D)
But, we'll keep trying, won't we?

Terry steps on to the elevator.

HARRISON (CONT'D)
Take care of yourself, Terry.

Terry smiles. The doors close.

INT. GOTHAM POST - NEWSROOM - DAY

In a cluttered cubicle, Dana scans a crime report of the

Housing Project raid. She moves to the back of the folder,
flipping through photos of the deceased until she finds --

Oscar. Dana pockets the page with his information. Grabs

her jacket. As she leaves, her phone buzzes.

DANA
(into phone)
Dana McGinnis ... Is Max okay?

EXT. PRESCHOOL - DAY

Dana and Max exit the small brick building.

DANA
You can't start fights with the other
boys, Max. We don't settle things
with violence.
 38.

MAX
I didn't start it.

DANA
Then what happened?

Max looks away. Dana kneels to him.

DANA (CONT'D)
What happened?

MAX
They were picking on one of the girls.
I thought I could stop them. Like
Batman ...

DANA
Max, Batman didn't stop bad guys
with his fists. He used his mind.
And you've got a good one so, next
time someone needs help, use it.
Okay?

Max nods.

DANA (CONT'D)
Come on.

MAX
Are you going to tell Dad?

DANA
I'll make you a deal. I'll keep a
secret for you, if you keep one for
me.

Dana and Max walk off the premises, passing an ARMED KNIGHT
patrolling the area.

INT. KNIGHT DIVISION HQ - HALLWAY - DAY

Terry walks through the hall outside the training room.

Peers in.

TRAINING ROOM

Crowder pummels the punching bag. Sees Terry. Gives him a

knowing grin.

Terry stares back. Keeps moving.

EXT. HOUSING PROJECT - DAY

Dana pulls Max close, holding his hand as they enter the
rotting building.
 39.

EXT. HOUSING PROJECT - FIFTH FLOOR - LATER

Dana knocks on the door to apartment 512. It cracks open.

Victor peers through.

VICTOR
What do you want?

DANA
I'm looking for Oscar.

VICTOR
He's gone.

Victor tries to close the door. Dana blocks it with her foot.

DANA
He and I had a mutual friend.

Victor considers. Sees Max. Not sure what to think.

INT. HOUSING PROJECT - ROOM 512 - MOMENTS LATER

Dana and Max sit on an old couch. She notices the blood
stains on the wood floor.

Victor enters, hands Dana a glass of water.

DANA
Thank you.

VICTOR
You can thank me by making this quick.

DANA
I need to know who he is.

VICTOR
I take it you don't mean Oscar.

DANA
You know who I mean.

VICTOR
Then you should know that's
impossible.
(pauses)
Sad, isn't it? All of us are just
running around, doing whatever we
can, hoping our faith will be
rewarded. And Oscar ... he gave his
life ... All for nothing.

Victor looks to Max.

 40.

VICTOR (CONT'D)
That's why we're making a run for
it. If you're smart, you'll take
this little one and do the same.

DANA
This isn't the time to run.

VICTOR
Running's all we've got left. Our
last hope died with Oscar. He held
it in his hands ...

DANA
And now it's in mine.

VICTOR
What?

DANA
I have the key. I need to get it to
Oracle Two, but he's gone dark. Can
you help me find him?

VICTOR
How would I?

DANA
Think.

Victor's mind races. Reinvigorated.

VICTOR
I can ask around. But we have to
keep this quiet.
(pauses)
Go home. I'll contact you if I find
anything.

From the kitchen --

ELENA
Uncle Victor?

Elena stands in the doorway.

ELENA (CONT'D)
I'm hungry.

VICTOR
One second, baby.

DANA
Is that his daughter?
 41.

Victor nods.

VICTOR
They took her whole life, she should
at least get to sleep in her bed.

Dana digs something out of her pocket. The file photo of

Oscar.

Dana offers the photo to Elena. She hides behind Victor.

VICTOR (CONT'D)
She's not good with strangers. Can't
say I blame her.

Max takes the photo, walks it over to Elena. Elena hesitates,

then accepts. Sees the photo of Oscar. Smiles.

DANA
(whispered)
You make sure she knows her father
didn't die for nothing.

Dana and Max leave.

EXT. MCGINNIS HOUSE - NIGHT

Pitch black. The night is quiet. The block is eerily calm.

INT. MCGINNIS HOUSE - HALLWAY - NIGHT

From outside the bedroom, Terry watches Max sleep for a

moment, then closes the door.

INT. MCGINNIS HOUSE - OFFICE - CONTINUOUS

Computer on. Secure Chat open. Nothing from Oracle Two.

An uncomfortable silence until --

TERRY
Time's up.

DANA
He could be laying low. We should
give him more --

TERRY
Dana.

Terry takes the Flash Drive from the desk.

TERRY (CONT'D)
We tried. Now we have to protect
our family.
 42.

DANA
At the cost of how many other
families?

TERRY
You don't even know what's on here.
Half the data is encrypted --

DANA
Which is why we need to get it to --

TERRY
No!
(pauses)
It's over.
(at the Flash Drive)
I'm getting rid of this.

DANA
How can you be such a coward?

Terry freezes. Stunned by her words.

TERRY
I'm doing what I can to keep the
people I love safe. I hope you
understand.

DANA
This is bigger than any of us. Why
can't you understand?

Terry considers. Torn. Then --

TERRY
I'm sorry I'm not the man you want
me to be ... but I'm not the man I
want to be either.

Dana sees the pain in his eyes. As Terry leaves --

The Computer BINGS. A new message. Dana moves to the monitor.

Reads.

TERRY (CONT'D)
What is it?

Dana's breath catches in her throat.

DANA
Oh God ...

On the MONITOR:

ORACLE 2: RUN.
 43.

INT. MCGINNIS HOUSE - LIVING ROOM - MOMENTS LATER

A battering ram DEMOLISHES the front door. KNIGHTS SWARM

IN. ASSAULT RIFLES DRAWN. Charging into every room. Kicking
down doors.

The Bathroom:

KNIGHT #1
Clear!

The Office:

KNIGHT #2
Clear!

Terry and Dana's room:

KNIGHT #3
Clear!

Finally, Max's Room:

KNIGHT #4 kicks in the door --

But the room is empty. Knight #4 enters. Checks the closet.

Again, empty. Lowers his weapon.

KNIGHT #4
Report!

From down the hall --

KNIGHT #1
All clear, sir!

Knight #4 lowers his weapon. About to leave. Notices, the

bedroom window is cracked open.

EXT. MCGINNIS HOUSE - ALLEY - MOMENTS LATER

Dana carries Max as she and Terry flee down the alley. They
move toward the street, but the outlet is blocked by The
Knight's Convoy.

TERRY
Other way! Go!

Terry and Dana race deeper through the narrow maze of

buildings. As they approach an intersection --

KNIGHT #5 and KNIGHT #6 round the corner.

KNIGHT #5
FREEZE!
 44.

Terry knocks Knight #5's rifle back into his face. Stuns
Knight #6 with an uppercut under the helmet. Throws them
both to the ground.

TERRY
Come on!

EXT. ALLEY - WEST CORRIDOR - CONTINUOUS

Terry and Dana slink down the alley. Overhead, SURVEILLANCE

DRONES buzz. Spotlights cut into the darkness.

TERRY
Wait ...

Terry pulls Dana and Max behind a dumpster. They take cover
in the shadows. Max cries. Dana pulls him closer, rubs his
back.

DANA
It's okay, baby. We're okay.

TERRY
We have to keep moving.

The Drones pass. The spotlights move on.

TERRY (CONT'D)
Now.

Terry and Dana make their way to another intersection. As

they cross --

KNIGHT #7 drops Terry with the butt of his rifle. Aims at

Dana and Max.

KNIGHT #7
Nobody move.
(into his radio)
I have them. We're at the west --

Terry clutches Knight #7 from behind. The assault rifle

fires. Sprays bullets throughout the alley.

TERRY
(to Dana)
Run!

Dana hesitates, then flees with Max. Terry wrestles Knight

#7 to the ground.

EXT. ALLEY - WEST END - CONTINUOUS

Dana and Max approach another outlet. Almost to the street,

a SHADOW falls into the alley. Someone's coming.
 45.

Dana freezes. Her head on a swivel. Can't go back. Desperate

to find somewhere to hide.

Dana spots a small cardboard box. Just big enough for one.
She kneels down. Grabs Max's trembling hands.

DANA
Baby, you have to hide.

MAX
(through tears)
I can't ...

DANA
It's going to be okay. It's like
hide and seek. You hide in there
and, when it's safe, I'll find you.
I promise.

Dana can hear footsteps. Time's running out.

DANA (CONT'D)
Baby, please. It's going to be okay.

Max nods. Dana kisses his forehead.

DANA (CONT'D)
I love you.

Dana helps Max into the box, then closes the flaps. She
peers down the alley, takes cover behind a collection of
trash cans.

The shadow arrives --

Crowder.

He moves like a predator. Handgun swinging at his hip.

Finger on the trigger.

Crowder scans the alley.

Dana watches. Holds her breath. Frozen in fear.

Crowder pauses. Waits. Listens. Hears ...

Nothing. He takes his finger of the trigger. Heads back to

the street. Then --

A whimper.

Dana's eyes rack to the box.

Crowder grins. Slowly slinks his way to the box. Kneels

down. Opens the flaps. Sees --
 46.

Max, tears streaming down his face. His little body shaking.

CROWDER
Well, hello there. You must be Max.

Dana watches. Helpless. 'What do I do?'.

CROWDER (CONT'D)
Daddy's in big trouble, Max. And
you're going to have to come with
me.

Crowder offers Max his free hand, and brings the handgun
toward the box ...

Dana realizes, springs to her feet. Lunges at Crowder --

DANA
No!

Crowder spins. FIRES. The gunshot echoes through the alley.

EXT. ALLEY - WEST CORRIDOR - CONTINUOUS

Terry grapples with Knight #7. Hears the gunshot. His heart
pounds. He knees Knight #7 in the gut. Hurls him to the
ground. Sprints down the alley.

EXT. ALLEY - WEST END - CONTINUOUS

Dana staggers. Still on her feet. Clutching her heart.

She moves her bloodstained hand. Reveals the fresh bullet
hole.

Dana slumps into Crowder's arms. He catches her. Carefully

lays her down on the cold, wet alley.

Dana struggles to breathe. Crowder watches for a moment,

then turns his attention back to the box.

Dana reaches for Crowder's boot, desperate to stop him. But

he kicks her hand away with ease.

Crowder looks into the box. Into Max's terrified eyes.

Smiles.

EXT. ALLEY - NEARING WEST END - CONTINUOUS

Terry races forward --

Another gunshot.

Terry flinches. More frightened than any moment in his life.

He urges himself to the intersection. Slowly turns the
corner.
 47.

Sees the lifeless bodies of Dana and Max. Laying in the

middle of the alley. Strewn across each other.

Terry opens his mouth to scream. But can't. He runs to

them. Falls to his knees. Turns Max over. But he's too
late.

Terry trembles. His worst fears come to life. He looks to

Dana. Her eyes are open. She's still breathing.

Crowder steps out from the shadows. Jams the barrel of the
handgun to the back of Terry's head.

CROWDER
Where's the file, McGinnis?

Terry doesn't answer. Eyes locked on Dana. She's trying to

say something ...

Crowder pulls back on the hammer.

CROWDER (CONT'D)
I won't ask again.

Terry turns to Crowder. Presses his head into the handgun.

'Get it over with'.

CROWDER (CONT'D)
Have it your way.

Crowder squeezes the trigger ...

DANA
Terry ...

With her last breath ...

DANA (CONT'D)
Believe ...

Dana's eyes close. She's gone.

Crowder pulls the trigger. A sickening CLICK. The gun

MISFIRES.

Like a flash, Terry twists Crowder's wrist. The gun drops.

Terry kicks Crowder back into the dumpster, then rolls to
his feet and takes off down the alley.

CROWDER
(into his radio)
He's headed East toward Grand! Cut
him off!
 48.

EXT. ALLEY/GRAND - MOMENTS LATER

Terry spills out into the street. The Drones reappear. He

reverses course.

Bullets crackle at Terry's feet. Crowder is up and firing.

Terry doubles back toward the Drones. Sprinting past them.

The Drones pursue.

Crowder stalks forward. Firing endlessly. HOMELESS and

BYSTANDERS take cover.

Terry cuts across the street, running between lanes as cars

speed towards him.

Crowder fires. Cars swerve. CRASHING into each other.

Blocking his pursuit.

Terry approaches a busy intersection. The Drones circle

overhead. He has to lose them.

DRONE POV:

A Night Vision Overhead view of Terry scrambling through the

busy street.

BACK TO SCENE

Terry takes a hard right into --

EXT. CANOPY LOT - CONTINUOUS

Another lot occupied by the homeless of Gotham.

Terry hides in an empty canopy.

Overhead, the Drones shine spotlights on the lot. Unable to

locate their target.

A Squad of KNIGHTS roll in on black motorcycles. They invade

the lot. Bullying the homeless. Shoving their assault
rifles in their faces. Ripping apart canopies.

Terry watches as the Knights move to the center of the lot.

His eyes spot the ring of BARREL FIRES on the outer edges.
He carefully slinks into the shadows.

OUTER EDGES - NORTH

KNIGHT #8 patrols the area. From behind, Terry wraps him in

a choke hold, muffling the Knight's mouth as he knocks him
out cold.
 49.

Terry pats down Knight #8, unlocks a sling of TIMED

EXPLOSIVES. Moves on.

KNIGHT #9 argues with an OLD HOMELESS COUPLE next to a barrel

fire. Unnoticed in the shadows, Terry attaches an Explosive
to the barrel, sets the timer. Crawls away.

OUTER EDGES - SOUTH

Terry attaches another explosive to barrel. As he sets the

timer -- CLICK. An assault rifle pokes at his temple.

KNIGHT #9
Don't move.

Terry freezes. Knight #9 grabs him by the hair. Pulls him

to his knees. Holding him at gun point.

KNIGHT #9 (CONT'D)
Time's up.

On the North end --

BOOM! A BARREL FIRE ERUPTS!

Again and again, the Barrel Fires explode, ENGULFING THE LOT
IN FLAMES. Trapping the Knights in a RING OF FIRE.

Knight #9 watches the chaos. Turns back. Terry is gone.

DRONE POV:

A mix of smoke and fire blankets the canopy lot, clouding

the view of the Drones.

BACK TO SCENE

A stampede of Knights and Homeless push their way out of the

inferno. The Knights reach their motorcycles. One is
missing.

KNIGHT #9 (CONT'D)
Where's my bike?!

EXT. STREET - MOMENTS LATER

Terry peels out to the street on the black motorcycle. Snakes

past cars at high speed.

In the distance, SIRENS WAIL. Terry veers left, mounts the

curb. He speeds down the sidewalk as PEDESTRIANS jump out
of the way.
 50.

Up ahead, Terry can see the ramp to the highway -- and the
KNIGHTS' ARMORED TRUCK charging forward on a deadly collision
course.

Terry pushes the motorcycle to top speed. The Armored Truck

closes in. About to collide --

At the last moment, Terry zooms past the Armored Truck and
up the ramp.

The Armored Truck tries to stop on a dime, TIPS OVER!

Bulldozes through smaller cars, CRASHES into a brick building.

EXT. HIGHWAY - CONTINUOUS

Terry motors through traffic. The black motorcycle has a

touch screen interface built into the windshield.

Terry makes a video call.

TOUCH SCREEN

POWERS answers.

POWERS
This is Derek Powers.

TERRY
Derek, it's me!

POWERS
Terry?! What's wrong?

TERRY
The Knights are after me!

POWERS
What?! Why?!

TERRY
Who did you tell?!

POWERS
Tell? Tell what?!

TERRY
About Hugo Strange! WHO DID YOU
TELL?!

POWERS
No one! I swear!

Terry veers between cars. Looks back. Nobody's following

him. Yet.
 51.

POWERS (CONT'D)
Where are Dana and Max?

TERRY
They're gone.

POWERS
(realizes)
Oh my God ... Terry, how can I help?

TERRY
I need somewhere to hide.

POWERS
Can you make it here?

TERRY
No, I can't go back downtown.

POWERS
Our estate, on the edge of the city.
It's completely empty. I'll meet
you there in an hour!
(pauses)
Terry ... I'm so sorry.

Terry sees a Highway Sign: CITY LIMITS, ends the call. Takes
a hard right to the nearest exit. Races down the ramp and
into the shadows.

EXT. OUTSKIRTS OF GOTHAM - LATER

Miles away from the city. The road is narrow. Mountains on

one side, a massive body of water on the other.

Terry speeds uphill. Sees the Powers Estate in the distance --

A SPOTLIGHT hits. A DRONE has found him.

Nowhere to go. Can't turn back. Terry pushes forward up

the mountain.

From behind, KNIGHT #10 and KNIGHT #11 close in on

motorcycles.

Terry accelerates, but he can't lose them. He uses the Touch

Screen to cycle through the black motorcycle's weapons
inventory. Presses a button.

SPIKED BALLS pour out the back hatch. The Knights swerve.

Knight #10 runs over the spikes. His front wheel gives out.
The motorcycle flips END OVER END, flinging Knight #10 down
the mountain.
 52.

Knight #11 activates his tire guard. Runs over the spikes.
Continues pursuit.

Knight #11 fires his sidearm, forcing Terry to slow as he

zig-zags left and right. Knight #11 empties his clip. Cycles
through his weapon's inventory. Selects: CABLE HOOK.

The motorcycle launches a cable out the front end, tethering

itself to Terry's motorcycle.

Terry swerves to detach the cable, but it's too strong.

Knight #11 recoils the cable, drawing even with Terry. He

unholsters his STUN BATON (an electrified night stick). Swings
viciously. SHATTERS Terry's windshield.

Terry clutches his forearm. Holding Knight #11 back with

one hand and steering with the other.

The motorcycles grind into each other in the center of the

road.

DRONE POV:

The Weapons System attempts to lock on to Terry, but he's

too close to Knight #11. The System splits the difference,
acquires both targets.

BACK TO SCENE

A missile lowers from the body of the Drone. Fires.

Knight #11 breaks Terry's grip. Raises the baton to deliver

a crushing blow --

Terry CLAMPS down on the clutch lever. The black motorcycle

falls back --

KNIGHT #11 pulls ahead -- and into the missile. The EXPLOSION
torques the cable, YANKS the black motorcycle forward.

Terry is flung off road. His body tumbles down the mountain,
PLUMMETS into the water.

The Drone's spotlight scans the water. Nothing but crashing

waves.

INT. MCGINNIS HOUSE - LATER

Squad Leader Hart watches as The Knights ransack the tiny

house. They toss furniture. Tear apart walls.

Crowder enters. Flash Drive in hand.

 53.

CROWDER
It was on the wife.

Squad Leader Hart takes the drive.

CROWDER (CONT'D)
Any word on McGinnis?

SQUAD LEADER HART

Check the bottom of the lake.

Crowder smiles.

The Female Official enters. Taken aback by the destruction.

SQUAD LEADER HART (CONT'D)

Just in time to miss all the action.

FEMALE OFFICIAL
What happened here?

SQUAD LEADER HART

The Rebels attacked a Knight in his
home. Killed the whole family.
(off her look)
It'll all be in my report. Maybe
you'll get a copy.
(to the Knights)
KNIGHTS! Move out!

The Knights end their search, exit the house.

SQUAD LEADER HART (CONT'D)

(to Female Official)
Have fun.

The Female Official looks around. Picks up a framed photo

of Terry, Dana, and Max. We can see it in her eyes.

There's more to the story.

INT. PENTHOUSE - NIGHT

A lavish dinner party featuring Gotham City's most affluent

citizens. At the center, hosting the event --

Hugo Strange. He raises a glass of champagne.

HUGO STRANGE
Thank you all for joining me this
evening. As we enjoy ourselves,
it's important not to lose sight of
those in need.
(MORE)
 54.

HUGO STRANGE (CONT'D)

With your generous donations, we
offer a helping hand to our less
fortunate brothers and sisters. To
a prosperous Gotham for all!

Everyone drinks, except Strange. He looks down to his

champagne, then to the guests. Disgusted with both. Neither
worthy of his company.

Something catches his eye.

Across the room, a YOUNG WOMAN IN A GOLD DRESS laughs with a

much OLDER MAN.

The Older Man awkwardly rests his hand on the small of her
back. In the briefest of moments, missed by everyone but
Strange, the Young Woman grimaces.

OLDER MAN
Excellent toast, Hugo!

STRANGE
(ignores; to Young
Woman)
I don't believe we've met.

OLDER MAN
Ah, yes. This is my ...
(bad lie)
Secretary.
(worse lie)
Claire.

STRANGE
Your Secretary. Claire.

Strange lets the obvious lie hang in the air until the Older
Man is sufficiently embarrassed.

OLDER MAN
She's, uh ... new.
(uncomfortable silence)
Now, Hugo, you and I need to discuss
the budget you proposed for --

STRANGE
Claire, would you like to dance?

Strange offers his hand. Claire looks to the Older Man.

STRANGE (CONT'D)
(to Older Man)
Do you mind?
 55.

OLDER MAN
(meekly)
No, of course not.

The Young Woman/CLAIRE hands the Older Man her drink. Hugo
does the same.

STRANGE
Thank you, Senator.

Strange and Claire leave the Older Man fumbling with three
champagne flutes.

DANCE FLOOR

Strange and Claire float across the floor. He's a remarkably

skilled dancer. The Guests can't help but watch.

CLAIRE
Everybody's staring.

STRANGE
They're enjoying the show. And the
Senator?

On the edge of the dance floor, the Older Man fumes.

CLAIRE
Not so much.

STRANGE
He's learning a valuable lesson.

CLAIRE
Which is?

Strange dips Claire. Looks to the Older Man. Grins. The

Older Man turns away, disappears into the crowd.

The dance ends. The Guests clap.

STRANGE
Humility. Among other things.

CLAIRE
And what can you teach me?

INT. PENTHOUSE - LATER

The guests have left. Strange and Claire share the piano
bench. He plays. She repeats.

STRANGE
Good. Now ...
 56.

Strange plays again, octaves. She repeats.

STRANGE (CONT'D)
Very good.

CLAIRE
You're holding back.

STRANGE
Humility. It's a useful tool.

Strange plays a comforting piece.

STRANGE (CONT'D)
It allows others to relax ... to
surrender. And once they have ...

Strange plays an intricate piece. Very impressive. Claire

gets the point. Then --

She repeats the piece, even adding to the end. Perfect.

CLAIRE
Humility isn't my strong suit.

Strange looks to the piano keys. Surprised.

CLAIRE (CONT'D)
You made a powerful enemy tonight.

STRANGE
On the contrary, the Senator will
now be far more agreeable, for fear
I take something he truly values.

Claire is a bit taken aback by the comment.

STRANGE (CONT'D)
Don't take it personally. They would
throw me to the wolves if I no longer
served them.

Strange moves to his desk. Opens a drawer.

CLAIRE
Is that all we are? Servants?

STRANGE
Only to those blind to the value of
a life.

CLAIRE
You resent them.
 57.

STRANGE
I pity them. All they know is
privilege, so they confuse it with
power, and they've entrusted me with
keeping that 'power' safe. Do you
know why?

CLAIRE
Because they don't have a Batman?

Strange double takes. Forces a smile, but we can sense his

animosity towards the Bat.

STRANGE
It's because they think I'm one of
them.

CLAIRE
Aren't you?

Strange removes something from the drawer. Closes it.

STRANGE
My father was a powerful man, but my
mother came from nothing, a fact I
was never allowed to forget by those
who view everyone else as 'less'. I
belonged nowhere, so I withdrew,
hiding in my studies until I was the
best at every endeavor I chose.
Biology, Chemistry, Politics. In
knowledge I found true power, and
realized who I am ...

Strange approaches Claire, looks into her eyes.

STRANGE (CONT'D)
A conqueror.
(pauses)
And a conqueror doesn't merely rule
the peasants. He rules all. Finding
use for every resource.

CLAIRE
And what's your use for me?
Embarrassing the Senator?

STRANGE
No, Claire. You have far my value.

They kiss. Like a scorpion's sting, Strange PLUNGES a syringe

into Claire's neck. She gasps. Staggers back. Clutches
her wound.
 58.

STRANGE (CONT'D)
You are the first to experience my
latest compound, meant to set your
nerve endings on fire until total
system failure.

Claire convulses. Bloody tears stream down her face.

STRANGE (CONT'D)
Tell me, is it working?

Claire drops. Hits her head on the piano keys before

sprawling on the floor.

The convulsions end. Claire dies with her eyes open. Strange
kneels down, shines a small pocket light in her pupils.

At the far end of the room, ETHEL PEABODY (50s, gray haired,
perfect posture) enters. She's Strange's Personal Assistant,
one of the few people he trusts.

PEABODY
Good evening, sir. The file has
been recovered.

Strange contemplates. 'The file?'. Then remembers.

STRANGE
Ah, yes. The file.

PEABODY
The data was confirmed and destroyed.

STRANGE
Very good. I was ... worried.

Strange smiles at the thought.

PEABODY
(at Claire's corpse)
Shall I have the clean-up crew dispose
of that?

STRANGE
Have them send it to my lab. I'd
like to analyze the data.

PEABODY
Right away, sir.

Peabody exits. Strange looks down to Claire, then back to

the piano. He plays the intricate piece again with Claire's
addition, pauses ... then adds another section. Playing on
into the night.
 59.

EXT. SHORELINE - MORNING

Waves wash over the shore, leading to a body laying face

down in the sand.

Terry. Soaking wet. His face bruised, scratched. No sign

of life until --

His eyes open. He rolls over. Too frightened to realize

how sore he is. Looks around. Then, the reality sets in.

We see the pain in Terry's eyes. Dana ... Max ... gone. He
lets out a guttural cry, runs his hands through his hair.
Shaking from the mix of terror and freezing elements.

Terry falls back to the sand. No will to move. Shuts his

eyes. Alone on the secluded strip.

EXT. SHORELINE - LATER

Terry trudges across the rocks. No idea where he's going.

Still trembling from the cold. He follows the rocks to an
opening along the mountain ...

A CAVE.

Terry slowly enters. Disappears into the darkness.

INT. CAVE - MOMENTS LATER

Terry stumbles through the pitch black cave. Keeps one hand
on the rock wall. Looks back. Can barely see the light of
the opening. Peers deeper into the darkness. Hears
something.

Waits. Listens.

A high pitched chirping. Birds? No ...

Bats.

The Bats swarm Terry. Covering him. He flees. Disoriented.

Then --

The floor gives out underneath him. Terry falls into a small
tunnel of raging water.

INT. CAVE - TUNNEL - CONTINUOUS

The current pulls Terry down the tunnel, tossing him around
like a nightmarish rollercoaster.

Terry screams. Rushing down the tunnel, barely able to

breathe until --
 60.

INT. MASSIVE CAVE - CONTINUOUS

Terry is spit out the tunnel, landing hard on the cave floor.
He groans. Racked with pain. Slowly sits up, regains his
senses enough to notice --

This isn't a normal cave.

It's furnished.

A massive SUPER COMPUTER fills the back wall. Covered in

dust ... except for the keys. Someone has used it recently.

Off to the right, Terry spots a large CHAMBER built into the
cave. The door has been left cracked open.

Terry pulls the heavy door. Peers inside. Pauses. Turns

around. Rests against the chamber door. We don't see what's
inside, but the look on his face tells us everything we need
to know.

His eyes land in the center of the cave ... on a large object
... covered in a tarp. The base of a tire barely visible.

Terry slowly makes his way over. Looks around like a kid
checking to see if his parents are watching.

He looks under the tarp.

TERRY
Holy shit!

The words echo throughout the cave. Terry flinches.

Startled. Dumbfounded. Thrilled. Beyond the tarp --

A staircase leads to a door. Terry considers. He's come

this far. Makes his way up the stairs. Takes a deep breath.
Opens the door, steps into --

INT. MANSION - MOMENTS LATER

The main room is enormous. Five times the size of Terry's

entire house. The furniture is covered in tarps and dust,
and we get the sense nobody has been here for sometime.

Terry steps deeper into the room. Finds a framed photo on

an end table. Picks it up. His eyes widen. Behind him --

A fierce growl.

A large, black GREAT DANE stands guard.

TERRY
Sorry.
 61.

Terry sets the frame down. Raises his hands.

TERRY (CONT'D)
Don't worry. I'm not going to hurt
you ...

The Great Dane charges Terry. Toppling him with ease.

TERRY (CONT'D)
No, stop! Heel!

Terry desperately crawls away. The Great Dane bites down on

his ankle.

Terry screams. Rolls to his stomach. The Great Dane sinks

its teeth into his jacket. Pulling him side to side like a
rag doll.

POWERFUL VOICE (O.S.)

ACE!

The Great Dane immediately releases Terry. Trots away.

Terry watches the Great Dane return to its master ...

A Gray-Haired Man holding a cane. Even in his old age, he

maintains an impressive physical stature and a defined jaw.

TERRY
Thanks.

GRAY-HAIRED MAN
Who are you?

TERRY
Uh ... I ...

GRAY-HAIRED MAN
How did you get in here?

TERRY
The, uh, cave was ... open?

GRAY-HAIRED MAN
You're trespassing on private
property.

TERRY
I ...

Terry recovers enough to take a good look at the Gray-Haired

Man. Realizes.

TERRY (CONT'D)
Bruce Wayne?
 62.

Terry collapses. Out cold. The Gray-Haired Man, now known

as WAYNE, raises an eyebrow.

The Great Dane, now known as ACE, groans.

CUT TO BLACK.

FADE IN:

INT. WAYNE MANOR - INFIRMARY - NIGHT

Terry slowly wakes. Lays on a padded table. Sits up slowly.

Hears the familiar growl.

Ace stands at attention, blocking the door. Along the back

wall counter, Wayne fills a glass with water.

WAYNE
Careful. You have a concussion.

Wayne offers Terry the glass of water and a large pill.

WAYNE (CONT'D)
Take this.

Terry does as he's told.

TERRY
Thanks, I --

WAYNE
How much did you see?

TERRY
Not much. Just ... the cave ... the
car ... the suit ... I saw everything.

WAYNE
How did you get in?

TERRY
It's a long story.

WAYNE
Make it short.

Terry hesitates. Taken aback.

TERRY
The Knights invaded our home.

WAYNE
Why?
 63.

TERRY
They were looking for something. We
tried to run.

WAYNE
We?

TERRY
My wife and son. They ...

Terry can't finish. Wayne realizes.

TERRY (CONT'D)
You have to do something.

Wayne hesitates. No point in lying.

WAYNE
That's not who I am anymore.

TERRY
Then let me. I saw the suit. Looks
like it does most of the work.

WAYNE
It's that easy, is it?

TERRY
I'm asking for help. They killed my
family.

WAYNE
And what are you going to do about
it?

Terry glares.

WAYNE (CONT'D)
I've seen that look before. I'll
let you heal, then you have to go.

Wayne takes a syringe from the counter. Approaches Terry.

TERRY
No, you're not putting me under.

WAYNE
I already have.

Terry realizes. The pill. Falls back on to the table.

Unconscious.

Wayne smirks. Sinks the syringe into his own arm. Exhales.
 64.

WAYNE (CONT'D)
(to Ace)
Dinner.

Ace follows Wayne out. Once their footsteps disappear down

the hall --

Terry's eyes pop open. He pulls the pill from under his
tongue. Cracks the door open and pokes out into --

INT. WAYNE MANOR - HALL OUTSIDE INFIRMARY - CONTINUOUS

The hall is empty. The coast is clear. Terry slinks away.

INT. WAYNE MANOR - MAIN ROOM - MOMENTS LATER

Hiding around the corner, Terry watches Wayne and Ace head
into the kitchen. He makes for the door that leads into --

INT. BAT CAVE - LATER

Terry comes down the stairs, moves straight for the large
chamber.

INT. BAT CAVE - CHAMBER - MOMENTS LATER

Terry stands before the armor of the BAT SUIT.

Heavy boots. Gauntlets. An armored vest. The cowl.

Along the wall, several kevlar body suits. Terry grabs one
off the rack. Climbs in ... It's too big.

TERRY
Great ...

Suddenly, the body suit CONSTRICTS. Perfectly forming to

Terry's body.

Terry slips into the boots and gauntlets. Again, they

CONSTRICT to his body. He slides on the vest. Runs his
hand across the Bat Symbol. Presses it.

Fibers shoot from the vest down the arms and legs. They
bond with the gauntlets and boots, creating a metal shell
around Terry's body.

TERRY (CONT'D)
Holy shit ...

Terry tests the movement. The suit is dense, yet completely

flexible.

Terry grabs the cowl. It's heavy, like a motorcycle helmet.

 65.

INT. BAT CAVE - MOMENTS LATER

Terry approaches the center of the cave. Cowl in hand.

Takes a deep breath. Puts it on.

COWL POV:

A dark, limited perspective.

BACK TO SCENE

Terry runs his hands along the cowl. Pushes it down until
it connects to the body suit with the sound of whizzing gears.
Lenses slide down and illuminate.

COWL POV:

The inside of the cowl becomes transparent, as if wearing

nothing. An operating system engages. Graphics paint the
inner front of the cowl.

Terry moves his head side to side, watching as the system

scans the environment. Then --

BACK TO SCENE

VOICE
Good evening, sir.

Terry flinches. The voice is coming from inside the cowl.

TERRY
Who said that?

VOICE
This is your operating system, of
course. Code name: ALFRED.

TERRY
Alfred?

VOICE/ALFRED
I've missed you as well, sir. How
may I assist?

TERRY
I need to found someone.

ALFRED
Name?

TERRY
Crowder. Knight ID --
 66.

ALFRED
365-R72. I've triangulated his
location via comm-link. He's at a
junkyard on the Northeast Sector of
Gotham.

COWL POV:

A GPS appears on screen. ZOOMS IN on the junkyard.

BACK TO SCENE

TERRY
That was fast.

ALFRED
All part of the job, sir.

TERRY
Alright, let's go.

ALFRED
Setting course. Initiating auto-
pilot.

TERRY
Auto-pilot? I'm not even in the car
yet.

The base of the boots IGNITE. THRUSTING Terry into the air.
He hovers ten feet off the ground.

TERRY (CONT'D)
Whoa, whoa, whoa! What is this?!

ALFRED
The fastest route, sir. I'll take
it from here.

The mouth piece of the cowl shuts.

TERRY
Wait a minute ...

BAT-WINGS EXTEND under Terry's arms.

Terry ROCKETS THROUGH THE CAVE. He screams, veering past

hanging rocks and jagged edges.

ALFRED
Try not to worry. We haven't had a
crash yet.

TERRY
How often have you done this?!
 67.

ALFRED
This is our maiden voyage.

The suit ASCENDS. FLYING TOWARDS THE TOP OF THE CAVE. Terry
howls.

TERRY
Heads up! Heads up!

The top of the cave retracts. TERRY soars through the opening
and into the night sky.

EXT. OUTSKIRTS OF GOTHAM - NIGHT

Terry levels off. Barrels forward. Trees and roads appear

as specs below. He takes a deep breath. Grins. Starting
to get the hang of it.

EXT. GOTHAM - NORTHEAST SECTOR/ OUTSIDE JUNK YARD - LATER

Gangland territory. A neighborhood where the threat of

violence is constant, where the police aren't coming to help
you, where the rule of law doesn't apply. A thick smog hangs
over broken homes.

Terry banks left, quickly closing in on the junk yard.

COWL POV:

The GPS locks on the Junk Yard.

TERRY
Where is he, Alfred?

ALFRED
Honing in now.

Move in on a BLACK SUV rolling between garbage piles. ZOOM

IN on the passenger seat.

ALFRED (CONT'D)
Target acquired.

TERRY
How many guys does he have?

ALFRED
Switching to thermal imaging now.

The GPS becomes a HEAT MAP.

ALFRED (CONT'D)
Detecting four total hostiles in the
vehicle.
 68.

The Heat Map scrolls down the junk yard to a large valley.

ALFRED (CONT'D)
And five more directly South.

The Heat Map shows five REBELS waiting in the valley.

ALFRED (CONT'D)
Should I engage?

TERRY
No, take us down, but stay hidden.

ALFRED
Very good, sir. Activating stealth
mode now.

TERRY
Stealth mode?

The suit blends seamlessly with the environment. The Bat-

Wings act as a parachute as Terry lands at the base of a
garbage pile, then retract into the body of the suit.

EXT. JUNK YARD - VALLEY - MOMENTS LATER

Deacon and FOUR REBELS wait as the SUV pulls in. Crowder
steps out, followed by THREE KNIGHTS. All in street clothes.

CROWDER
(mocking)
I like what you've done with the
place. New curtains?

Deacon doesn't respond. The tension is palpable.

GARBAGE PILE

Terry reaches the top of the heap. Crouches down. Overlooks

the exchange.

BACK TO SCENE

DEACON
I don't want any trouble.

CROWDER
Trouble? We didn't even bring our
guns.

COWL POV:

The Targeting System scans Crowder and the Knights.

 69.

ALFRED
I'm detecting twelve total firearms
on Crowder and his associates.

BACK TO SCENE

DEACON
Let's get this over with.

CROWDER
(with a grin)
You're the boss.

Crowder nods at the Knights. They unload two large metal

crates from the SUV.

CROWDER (CONT'D)
And I'm Santa Claus. Wanna see your
new toys?

Crowder opens a crate. Takes out a MODIFIED RIFLE, turns on

the laser scope. Aims at Deacon.

CROWDER (CONT'D)
And that's not even the fun part.

Crowder points the rifle at an old car laying among the trash.
Fires. Bullets tear into the door, then --

THE DOOR BLASTS OFF THE CAR.

Deacon and the Rebels flinch. Crowder laughs.

CROWDER (CONT'D)
A grenade launcher with the accuracy
of a sniper rifle.

Crowder tosses the rifle back in the crate.

CROWDER (CONT'D)
Soon you'll have so much fire power,
they'll have to give me a raise to
stop you.
(points at Rebels)
Load it up. Now.

GARBAGE PILE

Terry watches as the Rebels approach the crates.

BACK TO SCENE

Deacon raises his hand.

 70.

DEACON
Payment first.

CROWDER
Of course.

Crowder pulls an envelope from his jacket. Tosses it to

Deacon. He opens it, full of bills.

DEACON
(counting)
This isn't what we agreed.

CROWDER
You don't want it?

Crowder extends his hand, 'Give it back'.

DEACON
We have families to feed. A community
to support. This won't last us a
month.

CROWDER
I guess you'll have to kick out a
few club members, or go on a diet.

DEACON
We've given our lives, SOLD OUR SOULS
because we were promised our families
would be taken care of!

CROWDER
Times are tough. Souls ain't going
for what they used to.

DEACON
Then tell your boss we're done.

Deacon throws the envelope back to Crowder.

CROWDER
You really want to get on his bad
side?

DEACON
What's he going to do? Kill us before
we all starve? He'd be putting us
out of our misery.

CROWDER
See, that's where you're wrong. Our
boss, yours and mine, he won't kill
ya.
(MORE)
 71.

CROWDER (CONT'D)
He'll throw you in a deep, dark hole,
get some work out of you first, make
you wish you were dead, then keep
you alive just long enough to watch
your kids starve. Then he'll really
go to work on ya.

Crowder lets the threat sink in. Throws the envelope on the
crates.

Deacon and the Rebels move to collect.

CROWDER (CONT'D)
Good boy.

GARBAGE PILE

Terry shifts his feet. A few pieces of trash dislodge and

rattle down the pile.

BACK TO SCENE

The noise startles the Knights and the Rebels. Both sides
draw on the garbage pile, then on each other.

CROWDER (CONT'D)
Trying to get clever, Deacon?

DEACON
I told you, we don't want trouble!

CROWDER
Who's out there?

DEACON
I don't know!

Both sides stay frozen in a deadly standoff.

GARBAGE PILE

Terry regains his footing.

TERRY
That was close.

ALFRED
I'm detecting a destabilization in
the surrounding area.

TERRY
What does that mean?

The trash gives out under Terry. He tumbles down the pile.
 72.

BACK TO SCENE

Terry lands with a loud THUD at the base of the valley.

ALFRED
Stealth mode deactivated.

TERRY
(groans in pain)
Why?

ALFRED
The suit tends to overheat. After
all, it is a prototype.

Terry stands. Dusts himself off. The Knights and Rebels

gawk.

TERRY
Can they see me?

ALFRED
Yes, sir.

TERRY
(to the Knights &
Rebels)
Uh ... Nobody move!

The Knights and Rebels open fire on Terry. He sprints away,

takes cover behind an old trailer.

Bullets whiz past his head, tearing the trailer to shreds.

ALFRED
This structure won't last long.
You'll have to keep moving.

TERRY
Give me a minute!

Crowder grabs the Modified Rifle from the crate. Fires.

ALFRED
Incoming, sir.

Terry realizes, runs -- THE TRAILER EXPLODES behind him!

The impact tosses him through the air and into another garbage
pile.

ALFRED (CONT'D)
Are you all right, sir?

TERRY
Get me the hell out of here!
 73.

ALFRED
I'm afraid the boosters need more
time to cool. After all, this is a --

TERRY
A prototype! I heard you the first
time! Doesn't this piece of junk
have any weapons?

ALFRED
Scanning weapon systems.

TERRY
Scan faster!

BIRDS EYE VIEW:

The Knights and Rebels fan out, flanking Terry on all sides.

BACK TO SCENE

Terry backs into a metal beam. Overhead lights flip on,

illuminate the area. Nowhere to hide.

TERRY (CONT'D)
Hurry!

ALFRED
One moment, sir.

Shadows creep in on both sides.

AROUND THE CORNER

The Knights and Rebels close in. Armed with assault rifles
from the crate. Ready to evisercate their enemy. They turn
the corner, draw on --

Nobody. Terry has vanished.

EXT. JUNK YARD - METAL BEAM - CONTINUOUS

Terry scrambles up the beam. His foot slips. He CLANGS

against the metal.

ON THE GROUND

Deacon spots Terry. Fires.

UP THE BEAM

Bullets RATTLE. Terry sways side to side. Forty feet in

the air.

ON THE GROUND
 74.

Deacon empties his clip. Crowder steps in.

CROWDER
My turn.

Crowder aims the Modified Rifle. Fires.

UP THE BEAM

The bullets catch in the beam. Terry realizes. Lets go.

THE BEAM EXPLODES!

TERRY FALLS! Plummeting to the ground until --

The Bat-Wings extend. Terry divebombs over the flaming

trailer into --

EXT. JUNK YARD - VALLEY - CONTINUOUS

Terry collides with REBEL #1. They roll across the ground
and back on their feet.

Rebel #1 raises his assault rifle. Terry grips the barrel --

BENDS IT BACK.

They both stare in disbelief.

TERRY
How did I do that?

ALFRED
Neuromuscular amplification is a key
feature of the suit.

TERRY
Now you tell me.

Terry raises his fist. Before he can throw a punch, a hatch

opens on his foreman.

A BATARANG SMASHES into Rebel #1's forehead. Out cold.

TERRY (CONT'D)
Was that a --

ALFRED
A Batarang, sir. Modified, of course.

TERRY
Do we have more?

ALFRED
Two hundred ninety nine remaining.
 75.

At the far end, the Knights and Rebels charge.

TERRY
Keep 'em coming!

Terry raises both fists. Launches Batarangs! Bombards the

Knights and Rebels!

At the top of a garbage pile --

Crowder fires the Modified Rifle. Terry races away as the

ground around him ERUPTS.

He rolls to a knee. Fires the Batarangs. CUTS THE MODIFIED

RIFLE TO PIECES. Crowder flees.

The Knights and Rebels return fire.

TERRY (CONT'D)
I need a little help!

ALFRED
Right away, sir.

Another hatch opens along the shoulder of the suit. Spraying

pellets across the valley.

The pellets land harmlessly next to the Knights and Rebels.

Duds?

No. SMOKE BOMBS.

The smoke engulfs the Knights and Rebels. Choking them.

Forcing them into the open. THROUGH THE SMOKE --

Terry charges. Seven on One. He quickly levels Two Knights

with Haymakers. Backhands Rebel #2 with tremendous force.
Flipping him END OVER END.

The Final Two Knights tackle Terry. He holds them off,

gripping each with one hand until --

An ELECTRONIC PULSE hurls the Knights into the air. They

disappear in the smoke. We hear a loud CRASH.

Rebel #3 thrusts the end of his rifle into the back of Terry's
helmet. Doesn't even make a dent.

Terry snatches the rifle away. BREAKS IT OVER HIS KNEE.

Rebel #3 runs for his life. Terry raises a hand.

TERRY
(to Alfred)
Surprise me.
 76.

A NET shoots from his palm. Pinning Rebel #3 to the ground.

THE SMOKE CLEARS. Terry spots Deacon running away. He raises

his arm to fire another batarang --

HEADLIGHTS. AN ENGINE REVS.

THE BLACK SUV SLAMS INTO TERRY. At the wheel --

Crowder. He floors it. Speeds out of the junk yard.

EXT. NORTHEAST SECTOR - STREET - MOMENTS LATER

The Black SUV tears down the street.

AT THE WHEEL

Crowder steers. Panicked. Checks his rearview mirror. The

street is empty.

Looks ahead --

SUV HOOD

Terry clings to the front fender. Pulls himself on to the

hood.

Crowder accelerates. The force tosses Terry over the

windshield, on to the roof.

SUV ROOF

Terry skids across the roof, about to fall --

The tips of his finger extend to RAZOR SHARP CLAWS that dig
into the roof.

AT THE WHEEL

Crowder swerves wildly. Desperate to throw Terry to the

street.

SUV ROOF

Terry sinks his claws into the roof, slowly crawling his way
to Crowder. He reaches the front cab --

BULLETS CUT THROUGH THE ROOF. Terry rolls to avoid the

gunfire.

AT THE WHEEL

Crowder empties his clip. Tries to reload and steer until --

 77.

The ROOF OF THE SUV PEELS BACK. Terry tosses it away with
ease.

He clutches Crowder's throat. Crowder spins the wheel.

THE SUV TIPS OVER! Terry is thrown to the street.

The SUV crashes to a stop against a lightpost.

EXT. NORTHEAST SECTOR - INTERSECTION - CONTINUOUS

Crowder slowly crawls out of the SUV. Covered in blood and

glass. He spots his handgun, laying in the street. As he
reloads --

Terry SLAMS his fist into Crowder, throws him against the
SUV.

Terry strikes relentlessly, decimating Crowder's body.

Screaming in rage with every punch. He flips Crowder to the
ground.

Crowder groans in pain. Crawls to his handgun. Within reach --

The handgun FLIES BACK -- into Terry's grip. Magnetized.

He crushes it in his palm.

Crowder watches, horrified. Terry approaches.

CROWDER
Wait ... wait.

Terry grabs Crowder by the throat. Lifts him overhead.

CROWDER (CONT'D)
Please, don't --

TERRY
Save your breath, Crowder. You
haven't got much left.

Terry tightens his grip.

CROWDER
Why?

The mouth piece opens. The lenses retract.

TERRY
You know why.

CROWDER
(realizes)
McGinnis?
 78.

Terry throws Crowder to the ground. Towers over him. Raises

his hand for the killing blow --

The suit FREEZES. Terry holds like a statue.

TERRY
Alfred? What happened?

WAYNE
You shouldn't take things that aren't
yours.

TERRY
Wayne?

WAYNE
Luckily, I came prepared.

Terry tries to move. Can't. Crowder crawls to his feet.

TERRY
Let me finish this.

WAYNE
You mean, let you kill him?

TERRY
It's what he deserves.

WAYNE
That's not for you to decide.

TERRY
I don't have time for a lesson in --

Crowder bashes Terry with a long, metal piece of debris. He

sways, but doesn't fall.

Crowder swings the metal like a baseball bat. Savagely

beating Terry.

TERRY (CONT'D)
Wayne, help me ...

WAYNE
Why should I?

TERRY
He's going to kill me ...

WAYNE
You were going to kill him.

Crowder uppercuts Terry on to his back. VICIOUSLY BLUDGEONS

HIM.
 79.

WAYNE (CONT'D)
You stole the suit. You knew the
risks.

TERRY
Give me another chance. PLEASE!

WAYNE
Are you a murderer?

Crowder raises the debris overhead. The end is sharp, pointed

like a spear.

WAYNE (CONT'D)
Are you?!

TERRY
No ...

Crowder strikes --

TERRY (CONT'D)
NO!

At the last moment, Terry's hand frees. He clutches the

debris, heaves it and Crowder across the street.

Terry rises. Ready to fight.

TERRY (CONT'D)
Let's finish this.

ALFRED
Boosters ready, sir.

TERRY
What?

The BOOSTERS IGNITE. Terry ROCKETS INTO THE SKY.

Crowder watches. 'Holy shit'. He collapses. Alone on the

empty street.

INT. BAT CAVE - NIGHT

Wayne waits at the Super Computer.

Terry swoops down, lands in the center of the cave. Removes

the cowl. Heads straight for Wayne.

TERRY
I had him. I HAD HIM!

Terry screams in his face. Wayne doesn't even blink.

 80.

TERRY (CONT'D)
The next family he murders is on
you.

WAYNE
What about your family? Who's that
on?

Terry takes a swing. Wayne blocks, topples him with a gut

jab.

WAYNE (CONT'D)
Get out of my suit.

TERRY
This isn't over.

WAYNE
It is for you.

TERRY
My family deserves justice.

Wayne is struck by the phrase. Watches Terry force himself

back on his feet.

TERRY (CONT'D)
I'm not leaving here until they get
it.

Wayne considers.

WAYNE
And what does 'justice' look like?

TERRY
Crowder.

WAYNE
Dead?

TERRY
Off the streets.

Wayne shakes his head.

WAYNE
Remove that man, there are fifty
more waiting to take his place.
What have you accomplished?

Wayne approaches.
 81.

WAYNE (CONT'D)
Look beyond your pain and see the
big picture.
(pauses)
Who gave the order and why?

TERRY
Hugo Strange. My wife thought --
she knew he was helping the rebels.
We had something that could've brought
him down, so he sent the Knights to
get it back.

Terry reads Wayne's pokerface. None of this is news to him.

Realizes ...

TERRY (CONT'D)
But you already knew that ... Oracle
Two.

Wayne doesn't respond. Doesn't have to.

TERRY (CONT'D)
Did they find the file?

Wayne nods.

WAYNE
Already destroyed.

Terry hangs his head for a moment, then --

TERRY
So what do we do?

WAYNE
We don't. It's over.

TERRY
You're giving up?

WAYNE
Strange is too powerful.

TERRY
Strange only took power because Batman
disappeared. If he came back --

WAYNE
Batman is dead. He's not coming
back.

TERRY
Why not?
 82.

WAYNE
I have my reasons.

TERRY
Think of what it would mean to this
city. To the people ...

WAYNE
I have ... I've thought about it
every night for a decade.

TERRY
And?

WAYNE
And I've made my decision.

TERRY
Then I'll do it.

WAYNE
No.

TERRY
Give me a chance. I can do --

WAYNE
NO!

The words echo throughout the cave.

WAYNE (CONT'D)
No one else dies because of me.

Wayne heads for the staircase.

TERRY
I'm already dead, Bruce.

Wayne pauses.

TERRY (CONT'D)
This is all I have. Like you ...

Wayne faces Terry.

TERRY (CONT'D)
Everyone knows what happened to your
parents. Now I know what you did
about it.
(pauses)
If we give up, then Dana and Max
died for nothing. I can't let that
happen.
 83.

Wayne contemplates. A long silence, then ...

WAYNE
If we do this, we do it my way. You
do exactly as I say. And if I see
you start to break, even for a second --

TERRY
I won't.

Wayne takes a long look at Terry.

WAYNE
We'll begin in the morning. You
need training.

TERRY
I did all right for my first time.

WAYNE
You were a child playing with a toy
he didn't understand.

TERRY
I stole this thing in the first place,
didn't I?

Wayne raises an eyebrow.

TERRY (CONT'D)
(less confident)
Didn't I?

No response.

TERRY (CONT'D)
You let me take it, didn't you?

No response.

TERRY (CONT'D)
That was a test, wasn't it?

No response.

TERRY (CONT'D)
This whole night was a test, wasn't
it?

WAYNE
Six A.M.. Be ready.

Wayne exits up the stairs.

 84.

TERRY
Am I supposed to sleep down here?

WAYNE
There are fifty rooms in this house.
Stay out of mine.

INT. WAYNE MANOR - GUEST BEDROOM - LATER

Terry lays in bed. Unable to sleep. He looks to his side,

where Dana should be.

SERIES OF SHOTS

A) Terry tosses and turns, unable to get comfortable.

B) Terry paces. Takes a series of shallow breaths. The

start of a panic attack.

C) Back in bed. Terry covers his eyes. Hands trembling.

D) A GUN SHOT startles Terry. He jolts up. All in his mind.

E) Terry screams into a pillow. His scream becomes a sob.

F) Terry slumps into a corner of the room. Shaking.

INT. LUXURY HIGH RISE - POWERS' CONDO - NIGHT

Powers sulks in a large chair. Painted in the glow of his

fireplace. A drink in hand. In his lap ...

The framed photo of he and Terry as children. Powers looks

it over. Closes his eyes. Distraught. Alone.

He picks up his phone. Dials.

POWERS
Dad, something horrible has happened.

INT. LUXURY HIGH RISE - POWERS' CONDO - LATER

Powers opens his door. Harrison enters. They take a seat

in front of the fireplace.

POWERS
I don't know how to say this.

HARRISON
Just tell me the truth, Derek.

POWERS
Terry's been killed, along with his
family.
 85.

Harrison is devastated.

HARRISON
Oh my God ...

POWERS
And it's my fault.

HARRISON
What do you mean?

POWERS
It's a long story. Terry crossed
Hugo Strange, and now they're all
gone. I know this, because I've
been working on a deal with Strange
behind your back.

HARRISON
What?!

POWERS
I know you've always been disappointed
with me, and I thought if I could do
something big, really make my mark,
it would prove to you that I am the
man you've always hoped I would
become. Someone like Terry ...

HARRISON
Derek, this is not the way.

POWERS
I know! I realize the mistakes I've
made ... and I'm going to rectify
them. Right now.
(pauses)
I've canceled the deal. Strange is
a monster and we can't let him near
any part of the company. And if he
had something to do with Terry's
death, I'm going to make sure he
gets what's coming to him.

Powers takes Harrison's hand.

POWERS (CONT'D)
From this moment on, I'm going to
prove to you that I am ready to carry
on your great legacy, that I'm ready
to lead this company into the future.
(pauses)
I'm going to make you proud.
 86.

Harrison sees conviction in his son. Puts his hand on top

of Powers'.

INT. GOTHAM CITY HALL - CORRIDOR - NIGHT

Strange and Squad Leader Hart quickly stride down the hall.

STRANGE
You interrupted a very important
meeting with the Mayor.

SQUAD LEADER HART

I apologize, sir. But I think you
need to see this.

They enter a room guarded by TWO KNIGHTS.

INT. GOTHAM CITY HALL - PRIVATE ROOM - CONTINUOUS

Strange and Squad Leader Hart enter. Sitting in the middle

of the room --

Crowder. Covered in blood, sweat, and dirt.

Strange hovers over him, 'Well?'.

CROWDER
We had a routine weapons drop with
the Rebels, but things went South.

STRANGE
(to Squad Leader Hart)
I pay you to handle these matters.

SQUAD LEADER HART

(to Crowder)
Show him.

Crowder raises his hand. In it ... a BATARANG.

Strange examines the Batarang, runs a finger along the razor

sharp wings.

STRANGE
(to Crowder)
Who have you told?

CROWDER
No one. I swear.

STRANGE
Good.

Strange puts a comforting hand on Crowder's shoulder ...

 87.

Then SLICES HIS THROAT with the Batarang.

Blood pours down Crowder's torso. Covers Strange's arm as

he holds the body in place.

Crowder dies. Strange looks over his blood-stained suit

sleeve. Then --

The door opens. Mayor Keaton rushes in, followed by Ethel

Peabody.

MAYOR KEATON
Hugo, I haven't got all night. Now
you asked for this meeting and I --

Mayor Keaton sees Crowder's corpse. Freezes.

STRANGE
Mr. Mayor ... I apologize for the
interruption and will be with you
shortly.

Mayor Keaton is at a loss. Shocked. Terrified. He looks

to Strange, who doesn't seem to be fazed at all. Then to
Peabody, also unfazed.

MAYOR KEATON
It's ... no problem at all.
(a look at the corpse)
Take your time.

Mayor Keaton power-walks his way out of the room.

STRANGE
(to Peabody)
If you would please bring a fresh
suit from my office ...

PEABODY
Right away, sir.
(at the corpse)
Should I have that sent to your lab?

Strange considers.

STRANGE
I suppose ... Yes. Later tonight, I
may want to play with the brain.

PEABODY
(deadpan)
Yes, sir. That's very weird.

Peabody exits. Strange grins. Then turns to Hart.

 88.

STRANGE
The others at the drop?

SQUAD LEADER HART

Waiting in isolation.

STRANGE
Make sure they all receive a hero's
funeral. And assure their families,
the Rebels will pay for their crimes.

SQUAD LEADER HART

Right away, sir.

Hart exits. Strange raises the bloody Batarang. His interest

piqued.

INT. BAT CAVE - CIRCLE PLATFORM - MORNING

TRAINING MONTAGE

Terry waits in the center of a large circle while Wayne

prepares a MULTI-PRONGED DEVICE at its edge.

TERRY
Shouldn't I be in the suit?

WAYNE
The suit is spackle. You have to be
the foundation incase it fails.

TERRY
Right, got it. What's that?

WAYNE
Every enemy you face has an immediate
advantage over you: they have guns.
You never will. You need to be agile
enough, quick enough to take away
that advantage.
(at the device)
This device fires an electric current
similar to the 'pulse' released
through the gloves on the Bat-Suit.

TERRY
But not as strong, right?

Wayne presses a button on the device. It BLASTS an electric

current past Terry and into the wall of the cave. SPARKS
FLY. Terry gawks.

TERRY (CONT'D)
Are you crazy?!
 89.

WAYNE
I spent twenty years fighting
criminals and clowns while dressed
like a giant bat.
(presses button)
Yeah, I'm crazy.

The device BLASTS an electric current into Terry. He flies

out of the circle, rolls to a stop against the cave wall.

INT. BAT CAVE - TARGET RANGE - LATER

Terry sizes up a Batarang, hurls it at a distant target.

Misses by ten feet. Wayne smirks.

TERRY
Let's see you do better.

Wayne launches a Batarang with such force it takes the head

off the target.

TERRY (CONT'D)
Show off ...

INT. BAT CAVE - ROCK WALL - LATER

Terry scales the rock wall. From the ground ...

WAYNE
Faster!

TERRY
I'm going!

Suddenly, a Batarang IMPALES the rocks next to Terry's head.

He looks back. Sees Wayne's glare.

TERRY (CONT'D)
You're right. Faster!

Terry increases his pace.

INT. BAT CAVE - DOJO - LATER

Wayne holds a large, wooden staff. Terry looks around.

TERRY
Where's mine?

WAYNE
In my hands.

Wayne takes a powerful stance. Nods at Terry, 'Attack'.

 90.

TERRY
Great ...

Terry advances, Wayne quickly SMACKS the staff into his back,
then sweeps Terry's legs out from under him.

Terry lands hard on the matted floor. Wayne brings the staff
down on Terry, stops an inch away from his face.

WAYNE
The way you move tells your enemy
everything. If they can predict
your next step, they will use it
against you and you will die.

Wayne withdraws the staff. Nods, 'again'. Terry collects

himself. Not sure what to do. He strikes.

Wayne swings. Terry jukes right, avoids the staff. Pivots --

Wayne clotheslines Terry. Towers over him.

WAYNE (CONT'D)
Better ... Now get up.

INT. BAT CAVE - SUPER COMPUTER - LATER

Terry wipes the sweat from his brow. Wayne brings up a map
of all seven continents.

WAYNE
Strange isn't 'helping' the Rebels,
he created them, designed them with
one specific goal: to start endless
wars around the world. Wars only he
could win.

Targets pop up throughout South America, Africa, and the

Middle East.

WAYNE (CONT'D)
He made a name for himself in third
world countries, enlisting the most
desperate to his cause with the
promise of a better future, then
using them to destablize regions and
overthrow governments. Once they
succeeded, he'd bring in his hired
guns to defeat the Rebels, and install
a puppet regime in their place.

TERRY
Start the fire, get paid to put it
out.
 91.

WAYNE
Gotham is his ultimate experiment.
The city is one of the largest
economies in the world, and the
perfect arena for Strange to market
his brand of 'private security'.
(pauses)
Soon, he'll have a monopoly on war
around the world, and millions will
die to pad his bottomline.

Terry looks over the map. Fire in his eyes.

INT. BAT CAVE - CIRCLE PLATFORM - LATER

Terry tumbles around the circle. He's improved enough to

avoid the electric currents. He rolls out of the way of the
final blast.

Wayne pauses the device.

WAYNE
Very good.

Wayne presses a button. Around the circle -- Three more

MULTI-PRONGED DEVICES raise from the ground and surround
Terry.

TERRY
I hate you ...

Wayne grins. The devices FIRE.

INT. BAT CAVE - TARGET RANGE - LATER

Terry throws another Batarang. It stick in the mid-section

of the target. He grabs another.

Wayne stops him. Adjusts Terry's feet and shoulders. Steps

back. Nods.

Terry throws. The Batarang lands dead center in the target.

INT. BAT CAVE - ROCK WALL - LATER

Terry speeds up the wall. Reaches an impasse. Doesn't know

his next move.

On the ground, Wayne prepares a Batarang.

WAYNE
Your enemies won't give you a 'time
out' to decide your next move.

Terry scans the area.

 92.

WAYNE (CONT'D)
You have to think five steps ahead,
or you will die!

Wayne throws. At the last moment --

Terry jumps across to a protruding rock. Latches on. Swings

to a stable foothold. Turns back.

Wayne doesn't say a word. But he's impressed.

Terry continues his climb.

INT. BAT CAVE - DOJO - LATER

Terry ducks the staff, rolls to a knee. Wayne swings.

Terry clutches the staff. A stare down. Two powerful forces

fighting for control.

Terry fights to his feet, but Wayne twists the staff, FLINGS
TERRY END OVER END.

INT. BAT CAVE - CIRCLE PLATFORM - LATER

Terry's newfound agility carries him past the electric

currents. His movements are quick, smooth, powerful.

INT. BAT CAVE - TARGET RANGE - LATER

Terry heaves a Batarang at the target. It lands DEAD-CENTER,

in of a circle of other Batarangs.

INT. BAT CAVE - ROCK WALL - LATER

Terry ascends the rock wall. Jumping from edge to edge.

Reaches the top. Continues laterally.

INT. BAT CAVE - DOJO - LATER

Terry faces Wayne. His body language has greatly improved,

now in total control of his movements.

Terry feigns right. Wayne swings.

Terry traps the staff with his foot, SNAPS IT IN HALF. He

collects both halves, brings them to Wayne's neck like a
pair of scissors.

TERRY
What's next?
 93.

INT. BAT CAVE - CIRCLE PLATFORM - LATER

Terry draws the fire of the Multi-Pronged Devices. He tumbles

away, sending the current across and into the Devices.
Disabling them.

Terry BACK FLIPS to the center of the circle.

Before he lands, Batarangs fly from his hands and into the
final two Devices, cutting them to pieces.

Terry lands. The Devices smoke around him. Destroyed. He

rises. He's ready.

END TRAINING MONTAGE

EXT. UNDISCLOSED LOCATION - NIGHT

A massive stone building in the middle of nowhere. A black

town car pulls in.

INT. TOWN CAR - NIGHT

Strange looks over documents with Peabody.

PEABODY
There's still the matter of the
Mayor's Re-Election campaign ... and
your expected contribution.

STRANGE
Has he approved the funding for the
additional sites?

PEABODY
The paperwork arrived this morning.

STRANGE
Then he served his purpose. Transfer
the funds.

PEABODY
We still need to schedule a tour for
the buyers.

STRANGE
After tonight. Once I'm convinced
everything is running smoothly.

INT. UNDISCLOSED LOCATION - CORRIDOR - NIGHT

Strange and Peabody approach double doors at the end of the

hall, leading to --
 94.

INT. UNDISCLOSED LOCATION - CATWALK/MAIN FLOOR - CONTINUOUS

The catwalk overlooks the main floor. Strange gazes down on

his creation.

MAIN FLOOR

A labor camp in the center of a PRIVATE PRISON. We recognize

the workers as former Residents of the raided HOUSING PROJECT.

They wear drab, dirty jumpsuits, each with a serial number

across the back. Men, women, children. All PRISONERS.

They operate the machines and assembly lines, building

WEAPONS. Surrounded by KNIGHTS keeping guard.

An alarm BLARES. Half of the workers are ushered out by the

Knights.

INT. PRIVATE PRISON - CELL BLOCK A - LATER

Strange tours the block. Passing by and peering into the

overcrowded cells. Flanked by Knights, his personal guards.

Some Prisoners cower in fear. Others plead for mercy. One

stands out to Strange. He nods to the Knights.

INT. PRIVATE PRISON - TESTING CHAMBER - LATER

A LARGE PRISONER (physically imposing, not yet worn down)

stands alone in the chamber. Above him ...

OBSERVATION DECK

Strange stares down. Raises a hand, an oddly comforting

gesture. Checks his watch. Then turns to Peabody. Nods.
She gestures to the CONTROL ROOM.

TESTING CHAMBER

The Large Prisoner waits. A cylinder port opens. An ORB

rolls down the cylinder and out the port, landing at his
feet.

The Orb opens. An INHALANT sprays.

The Large Prisoner immediately clutches his throat. Rushes

to the walls of the chamber. POUNDS HIS FIST. DESPERATE TO
BREAK FREE.

OBSERVATION DECK

Strange watches the experiment play out. Hears the THUD of

the Large Prisoner hitting the floor. Checks his watch again.
 95.

PEABODY
Should we move forward with this
trial, sir?

STRANGE
Not until we know the effects on a
large, varied population. Further
testing is necessary. All ages.

PEABODY
Yes, sir.

Push-in on Strange. His cold, calculating eyes.

INT. BAT CAVE - SUPER COMPUTER - NIGHT

Terry takes a seat next to Wayne.

TERRY
What's on your mind?

WAYNE
How did Strange know you had the
file?

TERRY
Any number of ways. Crowder's
suspicion, wiretapping, eyes
everywhere.

Wayne isn't buying it.

TERRY (CONT'D)
Why do you ask the question when you
know the answer?

WAYNE
Why do you close your eyes when the
truth is staring at you?

TERRY
I've known Derek Powers since I was
eight. He's the closest thing I'll
ever have to a brother. You want me
to believe he'd throw all that away?

WAYNE
He had a deal in place with Strange.

TERRY
And then I warned him.
(pauses)
What did he do?

Wayne hesitates, then --

 96.

WAYNE
He canceled the deal.

TERRY
Then it wasn't him.
(pauses)
And I'm not going to ask how you
know all that.

Wayne isn't convinced. Terry walks away.

WAYNE
That doesn't mean you can trust him.

Terry turns back.

TERRY
You don't trust anyone, do you?

WAYNE
It has to be earned.

TERRY
Anyone stick around long enough to
get that chance? Or is there a reason
this cave is so ... roomy?

Wayne approaches Terry. Glares. Then walks past him and up

the staircase.

Terry shakes his head. Already regrets his word.

INT. WAYNE MANOR - SECOND LEVEL - NIGHT

Wayne stands at a large window. Bathed in moonlight. Across

the water, he can see Gotham glowing in the night. He closes
his weary eyes for a moment.

TERRY
What happened?

Wayne hangs his head. Lost in thought. Trapped by his

memories.

TERRY (CONT'D)
You didn't just get old.

WAYNE
Nobody does. You have to live first.
The moment I put on that cowl, I
knew what my purpose was. I was
meant to die for my city, for the
people I swore to protect. And that
would've been fine by me. The only
problem was ... I didn't.
(MORE)
 97.

WAYNE (CONT'D)
(a deep breath)
Instead, I outlived my usefulness.
All I had was Batman and, when that
time ended, I had nothing. I saw
people sacrificing themselves for me
and I couldn't bare it. So I pushed
the others away. Not because I didn't
trust them, but because they trusted
me with their lives and I couldn't
betray that.

Wayne pauses. Thinking back to 'the others'. Terry sees

the pain in his eyes.

WAYNE (CONT'D)
I swore to myself 'Never Again',
then I watched Strange take my life's
work and turn a symbol of hope into
a weapon of oppression. I had to do
something. Maybe it was arrogance,
or desperation, but I betrayed my
vow and cost more innocent people
their lives.
(pauses)
I shouldn't be asking you to risk
yours ...

TERRY
You're not. I'm asking you not to
stop me.

WAYNE
Terry, if you're going to do this,
you have to be absolutely sure.
There will be moments where you're
an inch away from death, and in those
moments, all you'll have are your
reasons. You have to know, what are
you fighting for?

TERRY
Myself, my family. Just like you.

Wayne considers.

WAYNE
I fought for myself, for my family
...
(looks out the window)
For Gotham.

TERRY
Then let's take it back.
 98.

Wayne looks to Terry. It's time.

INT. HOUSING PROJECT - NIGHT

Another Raid. Knights force Residents out of their apartments

and into the halls. Children cling to their parents in fear.

EXT. HOUSING PROJECT - NIGHT

Rows of Residents are loaded into ARMORED TRUCKS at gun point.

The Trucks head down the street. No one to stop them.

INT. HOUSING PROJECT - FOURTH FLOOR - MOMENTS LATER

Knight #12 separates a MOTHER from her crying SON (9). Throws
the Mother to the ground.

The Father races into the hall. Tackles Knight #12. From
behind --

Knight #13 pistol whips the Father. Beats him to the ground.
About to shoot him --

KNIGHT #12
Wait! They want to be together?
Let 'em!

Knight #12 and Knight #13 shove the Resident Family back
into their apartment.

Knight #12 lights a flare, throws it in the apartment.

Barricades the door.

The Knights exit down the hall.

INT. HOUSING PROJECT - APARTMENT - CONTINUOUS

The flare catches fire on the furniture. Flames quickly

spread. The Father thrashes against the door. It won't
open. Looks to the corner of the room. The Mother wraps
her arms around her Son.

EXT. HOUSING PROJECT - MOMENTS LATER

The Convoy of Armored Trucks exit South. The FIRE SPREADS

throughout the fourth floor, trapping every Resident of the
fourth and above in an inferno.

Residents fill the windows. Smoke billows out.

An UNMARKED POLICE CAR screeches to the curb. The Female

Official and her PARTNER (60s, male, gruff, stocky) race
out.
 99.

FEMALE OFFICIAL
Where's GFD?!

PARTNER
Still ten minutes out!

FEMALE OFFICIAL
They don't have ten minutes... We
have to clear the building now!

PARTNER
We can't go in there!

Female Official charges the entrance. A FIREBALL bursts out.

Pushes her back. No way in.

She sprints around the corner of the Housing Project. Scales

the fire escape.

PARTNER (CONT'D)
Wait! Wait!
(as she heads up)
Barbara!

A GOTHAM NEWS VAN rolls in. A FEMALE REPORTER and CAMERA

MAN film the fire.

FEMALE REPORTER
(to Camera)
We are LIVE as a towering inferno
ravages one of Gotham's underdeveloped
neighborhoods. GFD has yet to arrive
with several Residents trapped inside,
running out of time.

Fire pours from the windows. Residents scream. The Camera

Man zooms in on the horror.

FEMALE REPORTER (CONT'D)

As you can see, the fire is overtaking
the building with no help in sight.

From above - A THUNDER CLAP. Those on the ground look to

the sound as --

A DARK OBJECT ROCKETS INTO THE HOUSING PROJECT.

FEMALE REPORTER (CONT'D)

What the hell was that?!

INT. HOUSING PROJECT - TWELFTH FLOOR - CONTINUOUS

Terry (in Bat-Suit) flies through a window, lands on one

knee. Rises. Surrounded by flames.
 100.

TERRY
I'm in. Where are they?

WAYNE
Scanning ...

COWL POV:

A 3D Schematic of the Housing Project. Highlighting Residents

trapped in the fire.

BACK TO SCENE

WAYNE (CONT'D)
There are Residents trapped on floors
four, ten, and twelve.

EXT. HOUSING PROJECT - FIRE ESCAPE - MOMENTS LATER

The Female Official uses her trench coat as cover, slides

through a window --

INT. HOUSING PROJECT - FIFTH FLOOR - CONTINUOUS

The Female Official crashes into the hallway. She stays

low. Crawls under the smoke.

FEMALE OFFICIAL
Anybody?! Anybody here?!

INT. HOUSING PROJECT - TWELFTH FLOOR HALLWAY - MOMENTS LATER

Terry moves through the hall, through the raging fire.

COWL POV:

A transparent, THERMAL VIEW of each room locates Two Residents

at the far end.

INT. HOUSING PROJECT - TWELFTH FLOOR APT. - MOMENTS LATER

A YOUNG COUPLE lays on the floor. Surrounded by flames,

covered in smoke.

The door flings open. Terry enters. His lenses glow through
the smoke. He raises his arms.

A COOLANT SPRAYS from the gauntlets, extinguishes the fire.

TERRY
Come with me.
 101.

INT. HOUSING PROJECT - TENTH FLOOR APT. - MOMENTS LATER

The door flies off the hinges. Terry enters. Sprays the
Coolant. Scans the room. Moves deeper. Rips a closet open.
Finds --

A MOM AND TWO YOUNG CHILDREN. Horrified. He offers a hand.

From behind --

The DAD CRACKS a chair across Terry's back. Terry doesn't

flinch. Unharmed. Turns to the Dad. 'Seriously?'.

The Dad realizes he's not a Knight.

DAD
Sorry ...

INT. HOUSING PROJECT - FOURTH FLOOR APT. BATHROOM - MOMENTS

LATER

The Mother and Son lay in the bathtub. The Father wedges
towels at the base of the door to block the smoke.

It isn't working. He joins his family in the tub as the

smoke seeps in. They hold each other close as the parents
come to terms with their fate. Then --

The door swings open. Emerging through the smoke --

The Female Official.

FEMALE OFFICIAL
Come on! Let's go!

INT. HOUSING PROJECT - STAIRCASE - MOMENTS LATER

The Female Official leads the Resident Family up the burning

staircase.

EXT. HOUSING PROJECT - ROOF - CONTINUOUS

Terry has the Residents gathered on the roof. One by one he

guides them to the fire escape. As they make their way down --

EXT. HOUSING PROJECT - STREET LEVEL - CONTINUOUS

The Gotham Fire Department arrives. The FIRE FIGHTERS blast

water into the Housing Project.

INT. HOUSING PROJECT - BOILER ROOM - CONTINUOUS

The Fire spreads down to the foundation. Reaches the heating

boiler. The Boiler ERUPTS!
 102.

EXT. HOUSING PROJECT - CONTINUOUS

The explosion ROCKS THE PROJECT. FIRE SHOOTS OUT THE WINDOWS
OF THE BOTTOM FLOOR. BLOWS THE FIRE FIGHTERS BACK.

INT. HOUSING PROJECT - STAIRCASE - CONTINUOUS

The staircase sways. Breaks apart. Debris falls from the

ceiling.

The Female Official kicks in the door to the Seventh Floor.

Shoves the Resident Family in.

FEMALE OFFICIAL
Keep going!

EXT. HOUSING PROJECT - ROOF - CONTINUOUS

The explosion dislodges the fire escape from the building.

It topples. The Residents scream as the structure plummets
to the street.

Terry fires a GRAPPLING HOOK from his wrist. The hook latches
on to the fire escape. The force pulls Terry to the edge.

He digs his boots into the roof. Skids to a stop. He wraps

the hook's cable around his forearms, stabilizing the fire
escape.

The Residents climb down the slanted fire escape to safety.

Terry grits his teeth, holding on with everything he's got.

The final Residents reach the street. Terry YANKS the fire
escape back into the Housing Project. Falls to a seat.

INT. HOUSING PROJECT - SEVENTH FLOOR HALL - CONTINUOUS

The impact of the fire escape SHAKES the Project, throws

the Female Official and Resident Family to the floor.

Fire bursts into the hall at both ends. Traps them in the
center.

EXT. HOUSING PROJECT - ROOF - CONTINUOUS

Terry stands.

TERRY
Are we good?

COWL POV:

The 3D Schematic scrolls down to the Seventh Floor. Four

People Left. THE FIRE CLOSES IN.
 103.

BACK TO SCENE

WAYNE
Seventh Floor! Now!

Terry points both gauntlets at the roof.

INT. HOUSING PROJECT - SEVENTH FLOOR HALL

The Resident Family huddles together. The Female Official

desperately searches for a way out. As the fire nears --

The roof of the far end EXPLODES. Leaves a smoking crater.

SMOKING CRATER POV:

From the roof, Terry DIVES into the crater. Dropping five
floors. The Bat-Wings extend. BLANKET THE FRAME.

BACK TO SCENE

Terry lands in the hall. In the fire. Rises. The Residents

stare in disbelief.

FEMALE OFFICIAL
Well it's about damn time ...

EXT. HOUSING PROJECT - STREET LEVEL - CONTINUOUS

Bystanders gather. The Fire Fighters continue their futile

attempts.

The Female Reporter and Camera Man keep their sights on the
flames, until --

Terry FLIES through the roof, Bat Wings wrapped around him
like a shield. He descends to the street. Landing on a
knee.

The Bat-Wings retract, reveal ...

The Resident Family and the Female Official. Safe inside.

The Crowd of Bystanders and Fire Fighters see the Bat-Suit.

A brief moment of shock before --

Everyone cheers!

The Camera Man gawks. His camera pointed at his feet. The
Female Reporter realizes. Smacks him on the shoulder.

He raises the camera. The Boosters IGNITE.

Terry zooms up and away.

 104.

EXT. GOTHAM - SLUMS - CONTINUOUS

Terry flies through the slums. Past the Canopy Lots and
Housing Projects. The Poor Citizens of Gotham can't believe
their eyes.

TERRY
So much for staying in the shadows.

WAYNE
We're doing things a little
differently this time.

INT. BAT CAVE - SUPER COMPUTER - CONTINUOUS

Wayne types, a knowing grin on his face.

EXT. GOTHAM - DOWNTOWN SKYCRAPER - ROOFTOP - CONTINUOUS

A hatch opens. A SPOTLIGHT RISES. BLASTS ON.

EXT. GOTHAM SKYLINE - CONTINUOUS

THE BAT-SIGNAL ILLUMINATES THE SKY.

EXT. GOTHAM - DOWNTOWN - CONTINUOUS

Terry weaves between skyscrapers. Looks down at the busy

streets below. The Bat-Wings and Chest Plate GLOW IN A DEEP
RED to contrast the black of the Suit.

Adults and children alike gaze in wonder at the majestic

sight above them. They all cheer. A hero reborn.

A BREAKING NEWS REPORT covers every building. Footage of

Terry flying with the headline:

THE RETURN OF THE BATMAN?

INT. PENTHOUSE - CONTINUOUS

Hugo Strange stands at his glass wall. The beam of the Bat-
Signal reflected across him. From below, the sound of a
powerful jet engine rumbles.

Terry RISES. Hovers face to face with Strange. Separated

by the glass.

The Lenses of the cowl GLOW RED. The mouth piece retracts.
Terry sneers.

He SMASHES HIS FIST INTO THE GLASS. It cracks, but doesn't

break.

Strange smirks confidently, until he sees ...

 105.

The cracked glass forms a BAT SYMBOL.

Terry grins. Flies away.

Strange adjusts his tie.

INT. CITY HALL - MAYOR'S OFFICE - DAY

The office is full of moving boxes. Mayor Keaton frantically

packs his belongings.

Strange watches, annoyed.

MAYOR KEATON
I knew it! I knew this day would
come! You play with fire and, sooner
or later ...
(at a loss)
... they come home to roost!

Strange rolls his eyes.

STRANGE
You're overreacting.

MAYOR KEATON
Easy for you to say, my friend! By
the time you came to town, Elvis had
left the building. You have NO IDEA
what he's capable of.

STRANGE
It is not the same man.

MAYOR KEATON
No, this one flies!

Mayor Keaton knocks over one of his boxes. The contents

spill across the floor.

MAYOR KEATON (CONT'D)

Whatever!

Mayor Keaton hustles around the room like a chicken with his
head cut off.

STRANGE
Regardless, nothing changes. Our
plans are moving forward.

MAYOR KEATON
Plans?! My only plans are getting
the hell out of Dodge while I still
can, and I suggest you do the same.
 106.

Mayor Keaton struggles to pick up a stack of boxes.

Strange looks to the window. A thought crosses his mind.

We can see him weighing the pros and cons.

MAYOR KEATON (CONT'D)

You don't seem to understand what
you're up against.

STRANGE
One man.

MAYOR KEATON
No, Batman. And Batman can't be
bargained with, he can't be corrupted,
and based on recent events, he can't
be stopped!

Mayor Keaton takes a step towards the door. Strange quickly

puts a hand on his shoulder. Stops him.

STRANGE
What makes you think I can?

Mayor Keaton pauses. Recognizes the intent in Strange's

eyes.

STRANGE (CONT'D)
Now is not the time for surrender.
(pauses)
You need to remember your purpose
... and your place.

Mayor Keaton takes a deep breath.

MAYOR KEATON
You're right, Hugo. As always.
From the moment you arrived in Gotham,
you have been an unstoppable force.
And you've accomplished --

STRANGE
We.

MAYOR KEATON
We?
(off Strange's look)
We ... We've accomplished some amazing
things. Historic things.

Strange nods, proudly. Confident he's put out the fire,

until --
 107.

MAYOR KEATON (CONT'D)

But circumstances have changed. And
I'm sorry, but there's nothing in
the world you can say or do that
will keep me in this office.

A long, uncomfortable silence. Then --

STRANGE
I understand.

EXT. MAYOR KEATON'S OFFICE - STREET - MOMENTS LATER

PEDESTRIANS casually walk along the sidewalk. From above --

Mayor Keaton's body SMASHES through the roof of a parked

car. The car alarm BLARES.

EXT. CITY HALL - DAY

Strange addresses the Gotham Media.

STRANGE
Mayor Keaton's death is a tragedy.
As a dear friend, I only wish I could
have noticed the signs earlier and
perhaps prevented his suicide. Gotham
has lost a true hero today.

REPORTER 1
Will you now fill the Mayor's office?

STRANGE
Today is a day of mourning, not
politics. In time, Gotham will need
a new leader. If our great citizens
believe I am that man, then I will
accept the duties and proudly serve.

REPORTER 2
And what about the Batman? Does
your office have a statement on his
return?

STRANGE
If the Batman has indeed returned, I
look forward to working with him,
and having many conversations
regarding the safety and future of
Gotham.

MATCH CUT TO:

 108.

INT. BAT CAVE - SUPER COMPUTER - CONTINUOUS

Wayne and Terry watch the press conference.

WAYNE
Mayor Hugo Strange.
(stands)
He'd hold the fate of Gotham in the
palm of his hand, along with the
lives of every citizen. And to the
eyes of the world, he'd become
legitimate, and unstoppable.

Wayne contemplates. Moves to a medical cart. Prepares his

arm for another syringe injection.

TERRY
What is that?

WAYNE
A special concoction from an old
friend. It keeps my body strong,
and protects my immune system.

TERRY
From what?

WAYNE
Everything.

Wayne plunges the syringe into his forearm. Terry winces.

TERRY
The poor in Gotham outnumber the
rich a hundred to one. They'll never
vote for Strange.

WAYNE
They may not have a choice if he
runs unopposed.

TERRY
Then we need to make sure he's behind
bars before he gets the chance.

WAYNE
I've spent my life fighting criminals
like Strange. Whenever one went
down, another took their place.
Over and over.
(pauses)
What if Batman isn't enough? What
if we need to go further?
 109.

TERRY
How?

WAYNE
Give Gotham a real leader, one with
the authority to create actual
systemic change and give power back
to the people.

TERRY
Where are we going to find a candidate
with the guts to take on Strange?

Wayne straightens up.

TERRY (CONT'D)
You?

No response.

TERRY (CONT'D)
No offense but, you're not exactly
the ... warmest person in the world.

Wayne raises an eyebrow.

TERRY (CONT'D)
But hey, you've got my vote.

WAYNE
Actually, I had someone else in mind.

TERRY
Who?

EXT. GOTHAM POLICE DEPARTMENT HEADQUARTERS - DAY

A LAMBORGHINI pulls to the curb. Pedestrians admire the

impressive vehicle.

INT. LAMBORGHINI - CONTINUOUS

Wayne drives. Terry rides shotgun.

TERRY
You sure about this?

WAYNE
I haven't stepped foot outside Wayne
Manor in ten years. This is as good
a reason as I'll get.
(a deep breath)
Let's go.
 110.

TERRY
Are you forgetting something?
(off Wayne's look)
Last anyone heard, I was wanted and
killed for treason. Now you want me
to just stroll into Police
Headquarters?

WAYNE
Kid, nobody's going to be looking at
you.

Wayne exits. Terry lingers, 'Very reassuring'.

EXT. GOTHAM POLICE DEPARTMENT HEADQUARTERS - CONTINUOUS

Wayne steps out of the Lamborghini. Takes in the view of

downtown.

Pedestrians freeze. Even as an older man, there isn't a

person in Gotham who wouldn't recognize Bruce Wayne.

Terry absorbs the moment. He and everyone else watch as

Wayne climbs the stairs to the GPD Entrance.

INT. GPD HEADQUARTERS - WAITING ROOM - MOMENTS LATER

A waiting room outside a private office. A RECEPTIONIST

types, eyes frozen to her computer monitor.

Wayne and Terry enter.

WAYNE
Excuse me?

RECEPTIONIST
(eyes on monitor)
May I help you?

WAYNE
My name is Bruce Wayne ...

The Receptionist finally looks. Her jaw drops.

WAYNE (CONT'D)
... And I'd like to speak with
Commissioner Gordon.

The Receptionist keeps her eyes fixed on Wayne. Reaches for

her phone.

RECEPTIONIST
(into phone)
I have --
(MORE)
 111.

RECEPTIONIST (CONT'D)
(can't believe it)
-- Bruce Wayne in the lobby.

The Receptionist hangs up.

WAYNE
Thank you.

Before Wayne and Terry can sit, the doors to the private
office open ...

The Female Official walks out. Now known as COMMISSIONER

BARBARA GORDON.

FEMALE OFFICIAL/ GORDON

Bruce Wayne ... I've been expecting
you.

INT. COMMISSIONER GORDON'S OFFICE - LATER

Gordon leans against her desk. Wayne takes seat.

GORDON
You look good for your age, and I
like the new suit.

WAYNE
Just trying to keep up with the times.
How's your father?

GORDON
He misses the action.

WAYNE
I know the feeling.

GORDON
But he had the good sense to stay
retired.

WAYNE
Of the two of us, he was always the
smart one.
(pauses)
I see you've kept Bullock around.

GORDON
Harvey promised Dad he'd keep an eye
on me. It's nice having someone
watch your back. Someone you can
trust.

Wayne takes the remark to heart.

 112.

WAYNE
Barbara, everything in our past --

GORDON
Oh, your ass isn't getting off the
hook that easily.
(pauses)
Lucky for you, we have more pressing
issues at hand.

Wayne grins.

GORDON (CONT'D)
Who's your new friend?

WAYNE
Someone like us.

Gordon considers.

GORDON
Poor guy.

WAYNE
I won't waste your time.

GORDON
Please, waste away. With Strange
handcuffing this department and
stripping my authority, I've got
nothing but time ... Time to sit
back, relax, and watch his Knights
terrorize my city without a damn
thing to do about it.

WAYNE
How bad is it?

GORDON
I could get more done as Mall
Security.

WAYNE
Maybe it's time you moved up in the
world.

GORDON
To what? Meter Maid?

WAYNE
How about Mayor?

Gordon is caught off-guard, 'Excuse me?'.

 113.

INT. GPD HEADQUARTERS - WAITING ROOM - CONTINUOUS

Terry waits in a chair. A TV is mounted to the wall.

TV SCREEN:

News Footage of Terry flying across Gotham.

BACK TO SCENE

TERRY
Pretty cool, huh?

RECEPTIONIST
He looks shorter than before.

Terry hangs his head, 'Seriously?'.

INT. COMMISSIONER GORDON'S OFFICE - CONTINUOUS

Wayne stands, continues.

WAYNE
Strange is running. Done deal. If
he wins, Gotham is lost forever.
(a step closer)
This city knows you, trusts you.
You've grown up in front of their
eyes.
(pauses)
You can be the voice that inspires a
generation. You can bring the
revolution that Gotham needs. You're
a leader, Barbara. You always have
been.

Gordon contemplates. Then --

GORDON
No.

WAYNE
Barbara --

GORDON
Do you know why Strange has kept me
as Commissioner? It's not because
of what's between my ears.

Gordon lets the thought sink in.

GORDON (CONT'D)
He wanted a pretty face that scored
points in optics, because he knew I
(MORE)
 114.

GORDON (CONT'D)
would never be allowed to speak my
mind.
(pauses)
I'm not interested in being anyone's
mouthpiece.

WAYNE
I'm not asking you to be.

GORDON
Bruce, I know you better than most.
You demand total control. Always
have, always will.

Wayne can't argue the point.

GORDON (CONT'D)
Good to see you.

Gordon moves to the window. Turns her back on Wayne. He

thinks for a moment, knows what he has to do.

WAYNE
Total control.

GORDON
You can say that again.

WAYNE
It's yours.

Gordon looks back.

WAYNE (CONT'D)
Policy, messaging, one hundred percent
in your hands.

GORDON
And what would you be doing?

WAYNE
Financial backing. Strange has deep
pockets. I can level the playing
field.

GORDON
And your friend?

WAYNE
Moral support.

Gordon scoffs.
 115.

WAYNE (CONT'D)
You said you wouldn't let me off the
hook. Then hold me to my word. Let
me prove to you that I've got your
back, that I'm someone you can trust.

Gordon weighs the offer.

GORDON
We'd both be risking our lives.

WAYNE
Wouldn't be the first time, and it
sure beats sitting at a desk.

Gordon grins. She's made her decision. Takes a bottle of

scotch from her desk drawer, pours two glasses.

GORDON
Dad gave this to me my first month
on the job. Said it was to be saved
for a 'special occasion'.

WAYNE
Shouldn't we wait until you win?

GORDON
We'll probably be dead before then.

Gordon and Wayne cheers their glasses, then drink.

MONTAGE - PART 1

INT. PENTHOUSE - DAY

Strange stands as a TAILOR fits a suit around him. Peabody

reads from the itinerary. Strange notices, on his TV ...

NEWS REPORT:

A press conference featuring Gordon with the headline:

COMMISSIONER GORDON RUNNING FOR MAYOR

BACK TO SCENE

STRANGE
Call their CEO. I want to know why
they're giving her air time on my
network.

Peabody dials. Strange watches the press conference.

TV SCREEN:
 116.

GORDON
It's time to take back power from
the criminal and the corrupt, and
return it to the citizens of our
great city. I'm calling for a
political and social revolution in
Gotham!

Citizens applaud.

BACK TO SCENE

Peabody hangs up the phone.

PEABODY
Apparently the network was ...
purchased last night.

STRANGE
By whom?

Peabody takes a moment before delivering the news.

PEABODY
Bruce Wayne.

INT. BAT CAVE - SUPER COMPUTER - NIGHT

Wayne brings up a SHIPPING ROUTE that crosses back and forth

across Gotham and the Atlantic.

WAYNE
Strange has two main revenue sources:
Defense contracts, and arms deals
across the globe. If we disrupt the
sales, it'll cut into his cash flow,
and show the rest of the world he's
vulnerable.

TERRY
What about the contracts?

WAYNE
One thing at a time.
(pauses)
You don't get sea sick, do you?

EXT. OCEAN - NIGHT

A CARGO SHIP crosses the Atlantic.

INT. CARGO SHIP - HELM - CONTINUOUS

The CAPTAIN steers. The FIRST MATE picks something up on

the navigation system.
 117.

Grabs a pair of binoculars and peers into the night.

CAPTAIN
See something?

FIRST MATE
Probably just a glitch.

A DARK OBJECT FLIES AT THE HELM. BANKS UP TO AVOID A

COLLISION. The Captain and First Mate instinctually duck.

Something ROCKS the ship.

CAPTAIN
That came from below.

INT. CARGO SHIP - HULL - MOMENTS LATER

The First Mate leads THREE CREWMEN through a maze of STORAGE

CONTAINERS.

The room goes dark. The Crewman draw handguns.

The First Mate nervously wanders back. Behind him --

Lenses GLOW. Black gloves pull the First Mate into the
shadows.

INT. UPSCALE RESTAURANT - DAY

Strange wines and dines a table of POTENTIAL INVESTORS. All

smiles until --

Peabody approaches. Whispers into Strange's ear.

STRANGE
Excuse me, gentlemen.

Strange turns to Peabody.

PEABODY
(whispers)
There was a problem with the latest
shipment. The weapons were destroyed.
All of them.

Strange absorbs the news. Somewhat amused.

STRANGE
All part of the game. Have the ship
reloaded. Double the security.

As Strange returns to the table --

 118.

PEABODY
There was another setback ... with
the ship.

EXT. OCEAN - DAY

Three lifeboats bob in the water. The Captain, First Mate,

and Crewmen have been tied together. They watch as, before
their eyes --

The Cargo Ship sinks under the water.

The Captain and First Mate look to each other, 'We're in

trouble'.

INT. POWERS TECH HQ - DEREK'S OFFICE - DAY

Powers, at his desk. Watches a News Report.

NEWS REPORT:

A 'Gordon For Gotham' Campaign Rally. Gordon speaks in front

of a small gathering of the city's poor.

GORDON
For too long, we've accepted an
endlessly declining status quo that's
kept a mighty few at the top, and
everyone else as the bottom. We've
allowed our justice system, the soul
of our city, to be polluted by bribery
and collusion. I'm here today to
say 'Never Again'.
(pauses)
We're going to fix our broken system,
and we're going to hold those who
broke it accountable.

BACK TO SCENE

Powers mulls her words. Turns off the TV.

EXT. CITY HALL - DAY

A handful of PROTESTORS congregate on the steps of City Hall.

They hold signs that read, 'JUSTICE FOR ALL', 'SAVE OUR CITY',
'DISBAND THE KNIGHTS'.

EXT. SKY ABOVE THE CLOUDS - NIGHT

A massive CARGO PLANE rises through the clouds.

 119.

INT. CARGO PLANE - CARGO HOLD - CONTINUOUS

Filled with shipping containers. Another attempt to move

the weapons.

INT. CARGO PLANE - COCKPIT - CONTINUOUS

The PILOT and CO-PILOT at the controls. Suddenly --

TURBULENCE.

PILOT
Keep her steady. Steady!

The Plane levels off. The Pilots each breathe a sigh of

relief.

CO-PILOT
That was close.

The Pilot gawks. Through the cockpit window he sees --

COCKPIT WINDOW

Container after container plummets through the clouds.

BACK TO SCENE

PILOT
What the hell?!

INT./EXT, CARGO PLANE - CARGO HOLD - CONTINUOUS

The BACK HATCH is open. Terry (in Bat-Suit) shoves the

containers down the ramp.

Behind him, a pile of SECURITY GUARDS. All unconscious.

Terry watches as, one by one, the containers SPLASH into the
water below.

INT. PENTHOUSE - DAY

Strange looks out to the city. The expression on his face

tells us he's heard the news.

PEABODY
With our shipping routes ...
compromised, we can't export the
weapons or bring in the materials to
manufacture replacements for what
we've lost. Our buyers are already
looking elsewhere.
 120.

STRANGE
We still have the international
plants. Tell them to increase
production to cover the loss,
distribute only through land routes.

PEABODY
I tried sir, but ... the plants were
bought out by another company.

STRANGE
What company?

Peabody doesn't want to say it. Begrudgingly ...

PEABODY
Bruce Wayne's.

END MONTAGE PART 1

INT. POWERS TECH HQ - DEREK'S OFFICE - DAY

Harrison enters. Finds Powers at his desk ... and Strange

standing near the window.

HARRISON
Hugo, this is a surprise. To what do
we owe the honor?

STRANGE
To history, made possible by your
vision and generosity.

HARRISON
I'm afraid I don't understand.

STRANGE
My operation has hit a few road
blocks. Luckily, your son has offered
a helping hand.
(pauses)
As of this moment, Powers Technology
will handle manufacture and
distribution of all arms sales for
their new parent company. My company.

Harrison looks to Powers, who averts his eyes.

HARRISON
(to Powers)
You told me the deal was off.

POWERS
(stammering)
I --
 121.

STRANGE
Merely delayed. Once we learned that
Derek lacked the authority to complete
the merger, and that your final
approval was required, I allowed him
time to persuade you.
(pauses)
Unfortunately, our schedule has
changed, and time has expired.

Strange places a contract on the desk. Offers Harrison a

pen.

Again, Harrison looks to Powers. A look of disappointment

only a parent can express.

HARRISON
Authority isn't the only thing my
son lacks.
(pauses)
'Going to make me proud'. You gutless
coward. You spineless, sniveling
ass.

Powers' heart breaks at his father's words.

STRANGE
Perhaps a toast to lighten the mood?

HARRISON
A toast?! There will be no toast.
There will be no deal. No part of
my company will ever help build those
monstrosities of yours.

STRANGE
Very noble, Harrison. But,
unfortunately, misguided.

Strange gestures to the pen.

HARRISON
I told you --

Harrison swats Strange's hand away.

HARRISON (CONT'D)
There is no deal. You may be able
to intimidate my son, but you don't
scare me, Strange.

Harrison steps in. Nose to Nose.

 122.

HARRISON (CONT'D)
I've seen your act before, and I can
smell desperation. The walls are
closing in. The reign of Hugo Strange
is coming to an end.

Strange tightens his grip on the pen.

HARRISON (CONT'D)
Soon, you'll be nothing more than a
cautionary tale, and my son will
have learned a valuable lesson.
Never --

Strange raises the pen. Before he can strike --

Powers CRUSHES Harrison's skull with a paperweight.

Harrison crumbles to the floor. Bleeds out.

Powers stands over the body. Drops the paperweight. His

hands tremble. The reality of what he's done sets in.

POWERS
(to Harrison)
Why couldn't you have made it easy?

Strange looks to the body, then to Powers. A bit surprised.

Maybe even slightly impressed.

As Powers fights back tears ...

STRANGE
Don't feel bad. I murdered my
parents, too. My mother for her
weakness, my father for his strength.

Strange puts the pen in Harrison's lifeless hand. Signs his

name on the contract.

STRANGE (CONT'D)
It's natural, really. They serve
their purpose, then we take their
place.

Powers wipes away the tears.

POWERS
What now?

STRANGE
Our paths are aligned. Our fate is
one.
 123.

POWERS
And Gordon?

STRANGE
Her fate is her own.
(at the body)
I'll send a crew to clean up the
mess.

Strange exits, contract in hand. Leaves Powers staring at

his father's corpse.

MONTAGE PART 2

EXT. GOTHAM SLUMS - STREETS - NIGHT

The Rebels, armed with a fresh supply of weapons, terrorize

the poor neighborhood. Citizens run for their lives.
Children scream.

INT. GOTHAM TONIGHT - STUDIO - NIGHT

Strange and a MALE HOST in the middle of 'softball' interview.

TALKING HEAD
What do you say to your critics who
call the Knights ineffective? Who
say you're not doing the job you
were brought in to do?

STRANGE
The Knights are the very best and
bravest of our citizens, and I won't
accept criticism of our heroes. The
truth is, they face a serious enemy.
But new developments have allowed us
to take further steps to insure
Gotham's safety.

EXT. GOTHAM - SLUMS - NIGHT

In the distance, an ARMORED TRUCK pulls in. KNIGHTS set up

a blockade. From the truck, they reveal new HEAVY ARTILLERY
capable of demolishing the Rebels and any nearby civilians.

The Knights ready their weapons.

EXT. GPD HEADQUARTERS - DAY

Gordon approaches the entrance. She's immediately swarmed

by REPORTERS.
 124.

REPORTER 1
Commissioner Gordon, Hugo Strange
says the only way to win the war
against the Rebels is to expand the
Knights --

GORDON
Of course he does. Nobody has
profited off the wars in our streets
more than Hugo Strange. As Mayor,
my first priority will be to disband
the Knights and end the wars in Gotham
once and for all.

REPORTER 2
And how would you stop the Rebels?

Gordon grins.

GORDON
The old-fashioned way ...

EXT. GOTHAM - SLUMS - NIGHT

The fire fight rages. The Rebels take cover in the streets.

A KNIGHT raises a GRENADE LAUNCHER. From above --

A STICKY SUBSTANCE latches on to the Grenade Launcher. A

small EXPLOSION cripples the weapon.

Smoke bombs shower the Knights. Render them helpless.

At the other end of the street, The Rebels advance. Weapons

drawn. Until --

BATARANGS CUT THROUGH THE BARRELS OF THEIR RIFLES.

Terry (in Bat-Suit) DESCENDS. He plows through the Rebels,

A ONE MAN ARMY.

EXT. CITY HALL - DAY

More Protestors fill the steps. Chanting 'STRANGE MUST GO!

STRANGE MUST GO!'.

At the top of steps, Two Knights stand guard. They look to

each other. Unsure what to do. Not used to the sight of
civil disobedience.

INT. HOMELESS SHELTER - DAY

Gordon gives a speech to Gotham's most in-need.

 125.

GORDON
We're going to help everyone. We're
going to live in each other's
happiness, not each other's misery.

Her words wash over the crowd. Lighting a fire inside them.
We see familiar faces. Residents of the Housing Projects,
occupants of the Canopy Lots. Among them, Victor and Elena.

GORDON (CONT'D)
We're going to restore dignity to
those who have had it stripped away.
We're going to defend and lift up
the marginalized and the oppressed.

The crowd cheers.

GORDON (CONT'D)
We're going to return security to
our elderly --

Gordon looks to Elena.

GORDON (CONT'D)
--- and give the future back to our
youth.

Gordon winks. Elena's eyes light up.

INT. GOTHAM TONIGHT - STUDIO - NIGHT

The interview continues ...

TALKING HEAD
Tell me about the real Hugo Strange,
the guy the people of Gotham don't
get to see ...

STRANGE
My job requires that I take on the
rich and powerful every day, and
that necessitates a certain bravado.
The truth is, deep down, I relate
more to the many than the few. I'm
one of them, an every man ...

INT. HOTEL - BALLROOM - NIGHT

Strange hosts a private fundraiser for GOTHAM'S ELITE. Black

ties and ball gowns. He raises a glass of champagne. Before
he can begin his toast --

The doors to the room burst open.

 126.

Gordon marches in with a CAMERA CREW. She heads directly

for Strange. Peabody attempts to intercept ...

PEABODY
This is a private event. You
shouldn't be here.

GORDON
Don't worry, we're not staying long.
(to Strange)
I just wanted to show Gotham what an
'every man' you are ...

The Elites wince as the Cameras pan across the room. Exposing
their privilege.

GORDON (CONT'D)
... And to give you this.

Gordon offers Strange a sealed envelope. He opens it.

GORDON (CONT'D)
Your office never responded to my
request for a debate, so I thought
I'd deliver it personally.

Strange looks to the Camera Crew, then to Gordon.

STRANGE
It would be my pleasure.

GORDON
No, it'll be mine. Enjoy your party.

Gordon strides out. Strange grins. He knows something.

INT. BAT CAVE - SUPER COMPUTER - NIGHT

Wayne looks over a map of Gotham. On a side monitor --

NEWS REPORT

GNN ANCHORMAN
Mayoral candidate Commissioner Gordon
has continued her surge in the polls,
quickly gaining ground on front runner
Hugo Strange. The Commissioner has
dominated headlines recently, and
become a one woman wrecking crew in
her fight against the Rebels.

EXT. WAREHOUSE - NIGHT

Gordon and her Partner, now known as BULLOCK, arrest a band

of Rebels with the help of GPD.
 127.

She pulls the warehouse doors open, finds --

INT. WAREHOUSE - NIGHT

Another hoard of Rebels. Out cold. Tied together. With a

note that reads:

PROPERTY OF B. GORDON.

One of the Rebels has something attached to their vest.

Gordon removes it ... A FLASH DRIVE.

EXT. APARTMENT BUILDING - ROOFTOP - NIGHT

Deacon overlooks the street as --

STREET LEVEL

Gordon exits a car. Walks into an alley.

BACK TO SCENE

Deacon positions a SNIPER RIFLE on the edge of the rooftop.

Through the scope --

SCOPE POV

Sets the crosshairs on Gordon.

BACK TO SCENE

Deacon pulls the trigger --

The Sniper Rifle is magnetically YANKED back and into Terry's

waiting hand. He SNAPS it in half.

Deacon springs to his feet. Terry clutches him, lifts Deacon

overhead, OVER THE EDGE of the rooftop.

Deacon looks down to the alley below.

DEACON
Do it. Let go ...

No response.

DEACON (CONT'D)
Kill me before Strange has the chance.

Terry lets go. Deacon falls five stories. Screams. About

to hit the ground --

A grappling hook clutches his chest. REELS DEACON EYE TO

EYE WITH TERRY.
 128.

Terry hurls Deacon back on the roof. Towers over him. The
mouthpiece of the cowl retracts.

TERRY
You like killing for Strange?
(no response)
DO YOU?!

DEACON
No ... but I have to fight for my
children.

Terry leans in. Deacon trembles.

TERRY
Then fight for their future.

Terry lingers for a moment, makes sure the message is clear.

Walks to the edge of the roof.

DEACON
He has us all by the throat. What
are we supposed to do?

TERRY
When the time comes, you'll know.

The mouthpiece closes. Terry flies away. Deacon watches,

his face covered in conflict.

INT. GOTHAM ARENA - NIGHT

Strange and Gordon stand behind podiums, mid-debate. A packed

AUDIENCE.

MODERATOR
You both have very different ideas
on how to protect Gotham. Dr.
Strange, you believe in the Knights
while Commissioner Gordon has, on
several occasions, claimed that they
have been corrupted.

STRANGE
The Knights serve the people. They
are the people. Are they perfect?
By no means. But I will, until my
dying breath, defend our Knights and
the job they've done protecting our
liberties.

Strange's SUPPORTERS applaud.

 129.

STRANGE (CONT'D)
My opponent, on the other hand,
prefers to leave the fate of Gotham
in the hands of a man who hides behind
a mask, while making baseless claims
against the Knights, without a shred
of evidence.

GORDON
You're right, I have put my trust in
someone I don't know. We all have.
Sometimes that can be misguided, and
sometimes ... it's rewarded.

Gordon looks to Strange. She knows something he doesn't.

GORDON (CONT'D)
And you're right again, I haven't
been able to provide evidence of
collusion between your Knights and
The Rebels ...
(pauses)
But someone I trust has ...

The JUMBO-TRON at the back of the stage switches from the

Live Feed to a Recording.

JUMBO-TRON:

Surveillance footage of the warehouse, a weapons exchange

between the Knights and Rebels.

BACK TO SCENE

The Audience gasps as they watch the exchange. They rise to

their feet, showering Strange in boos.

GORDON (CONT'D)
Any more questions?

Strange fumes. Squeezes his podium until the wood splinters.

INT. GOTHAM ARENA - CONTROL ROOM - NIGHT

Peabody looms over the BROADCAST DIRECTOR.

PEABODY
Cut it off! Cut it off!

BROADCAST DIRECTOR
I can't! It's not coming from our
feed!

PEABODY
Then where is it coming from?!
 130.

INT. BAT CAVE - SUPER COMPUTER - CONTINUOUS

Wayne, at the keyboard. Watches as the surveillance footage

spreads to every monitor in the arena, then every TV Channel
in Gotham.

Wayne grins, hasn't felt this alive in a long time.

EXT. CITY HALL - DAY

The Protestors crowd the steps. A MASS GATHERING of angry,

empowered citizens.

The Knights stand guard. The Protestors push forward. Each

side shoving the other. Jockeying for position, for control.

INT. PENTHOUSE - LOBBY - DAY

Strange and Peabody step off the elevator. They approach

the exit --

But it's been blocked. OVERWHELMED BY PROTESTORS. They

fill the sidewalk outside the Penthouse.

All chanting 'DOWN WITH STRANGE! DOWN WITH STRANGE!'.

INT. BLACK SCREEN - CONTINUOUS

One by one, blocks of the screen fill with different news

reports.

1) The Corruption of the Knights

2) No Comment From Strange

3) The Protests across Gotham

4) Gordon surging in the polls

On and on, the news reports become cacophony. They crescendo

into --

END MONTAGE PART 2

INT. PENTHOUSE - NIGHT

ECU on Strange. The crackling fireplace paints his face

red.

He's at a crossroads. Looks into the fire, as if staring at

his empire.
 131.

INT. GORDON CAMPAIGN HQ - NIGHT

The room buzzes with positive energy. STAFFERS pass around

plastic cups of champagne.

In the center of the room, Gordon climbs up on a chair.

Raises her cup.

GORDON
This is for you! This is your
victory!

The Staffers cheer. Near the entrance --

Wayne and Terry. They proudly admire the celebration.

TERRY
I can't believe it. All the polls?

Wayne nods.

WAYNE
Tomorrow, Gotham will vote, and
Barbara will be the new Mayor.

TERRY
And Hugo Strange will be behind bars.

Wayne's eyes tell a different story. Terry notices.

TERRY (CONT'D)
What?

WAYNE
Strange will be gone, but he won't
pay for his crimes. People like him
rarely do.

TERRY
Strange walks?!

WAYNE
He leaves Gotham, and we get a chance
to rebuild the city. That's what
this was all about.

TERRY
What about my family? What about
justice for them?

WAYNE
I told you, look at the big picture.

TERRY
That's not good enough.
 132.

WAYNE
It'll have to be.

Terry considers. Heads for the exit --

WAYNE (CONT'D)
Where are you going?

TERRY
Out ...

WAYNE
Terry --

TERRY
Don't try to stop me.

Wayne steps in.

WAYNE
This isn't the time.

TERRY
You want me to let Strange go? To
stand here and do nothing?
(pauses)
My family died because I refused to
act. They died ... because of me.

Terry lets the thought run through him.

TERRY (CONT'D)
I'll never make that mistake again.

Terry leaves. Wayne watches, as if he's lost a part of

himself.

INT. LUXURY HIGH RISE - POWERS' CONDO - NIGHT

Powers watches an ELECTION UPDATE.

GNN ANCHORMAN
Tomorrow is election day in Gotham
and the race for Mayor belongs to
Commissioner --

Powers turns off the TV. Pours himself a drink. His hand
shakes nervously as he brings the glass to his lips.

Powers shuts his eyes. Boiling in anxiety, rage. Knows

he's bet on the wrong horse. Knows he's lost. Knows what
awaits him. He hurls the glass across the room --

Terry (in Bat-Suit) catches it.

 133.

POWERS
You ...

Powers moves to his desk. Terry FIRES a BATARANG into Powers'

phone before he can reach it. Moves in ...

POWERS (CONT'D)
Wait, wait ...

Terry pushes Powers against the wall.

POWERS (CONT'D)
I haven't done anything! What do
you want?

TERRY
Hugo Strange.

POWERS
What about him?

TERRY
He belongs in a cell in Blackgate.

POWERS
Great! Fine! What's that got to do
with me?!

The lenses of the cowl retract. The mouthpiece opens.

TERRY
You're going to help me put him there,
Derek.

Powers realizes ...

POWERS
Terry?! My God ...

Terry steps back.

POWERS (CONT'D)
How the hell ... ?

TERRY
It doesn't matter.
(pauses)
Strange killed my family. We can't
let that pass.

Powers' mind races. He tries to gather himself.

POWERS
How am I supposed to help you? Our
deal was canceled ...
 134.

TERRY
Put it back on the table. He's
desperate. You can regain his trust,
get him to admit what he's done.

Powers considers. Slowly moves his hand under his desk.

Presses a 'panic button'.

POWERS
Of course. You know I'd do anything
to help you, Terry.
(pauses)
And you know how sorry I am for all
that happened ... But I'm going to
make things right.

THE DOORS BURST OPEN. THREE KNIGHTS STORM IN.

Terry sneers. The lenses and mouthpiece snap back into place.
He charges the Knights. Easily beats them to a pulp.

Powers pulls a MODIFIED HANDGUN from his desk drawer. Fires

an ELECTRIC CURRENT into Terry's back.

Terry SCREAMS. Crumbles to the floor.

The Bat-Suit hardens into a protective shell.

COWL POV:

The Operating System shuts off. Terry is left in the dark.

BACK TO SCENE

The Knights recover. They shoot Terry. The bullets bounce

off the Bat-Suit, ricochet around the room.

The Knights SLAM their weapons into Terry. The suit doesn't
dent, but the force crushes the floor.

POWERS (CONT'D)
Enough! You're only hurting my home!

KNIGHT #13
What should we do with him?

Powers looks over the Bat-Suit.

POWERS
Send him to the bottom of the lake
... where he should have stayed.

As The Knights reach for Terry --

 135.

POWERS (CONT'D)
Wait.

Powers leans down. Face to face with the cowl. Whispers.

POWERS (CONT'D)
I know you can hear me, and I want
you to know ... I only told Strange
to kill you and Max.
(pauses)
I had other plans for Dana.

Powers rises. Gestures to the Knight, 'Take him'.

It takes all three Knights to lift Terry up and out of the

room.

POWERS (CONT'D)
Good bye, little brother.

INT. ARMORED TRUCK - NIGHT

The Knights load Terry into a large shipping container.

Seal it shut. Drill holes into the sides.

EXT. GOTHAM BRIDGE - LATER

The Knights open the back doors of the Armored Truck, set up
a ramp at the base.

The shipping container slides down the ramp and off the
bridge. SPLASHES into the water.

EXT. LAKE GOTHAM - MOMENTS LATER

The container sinks further and further down, finally hitting

the bottom of the lake.

INT. SHIPPING CONTAINER - CONTINUOUS

Water pours in through the drilled holes.

COWL POV:

Terry desperately attempts to move his limbs, but the suit

is completely paralyzed.

BACK TO SCENE

The water level quickly rises in the container.

INT. WAYNE MANOR - KITCHEN - NIGHT

Wayne pours himself a cup of coffee. Turns on the TV.

 136.

INT. WAYNE MANOR - MAIN ROOM - CONTINUOUS

Through the darkness, Five KNIGHTS creep towards the kitchen.

Assault Rifles drawn. Laser sights beaming.

The Knights spread out, surrounding each door to the kitchen.

KNIGHT LEADER gives the signal. They rush in --

INT. WAYNE MANOR - KITCHEN - CONTINUOUS

But the kitchen is empty.

INT. WAYNE MANOR - MAIN ROOM - CONTINUOUS

A Knight covers the west door. From behind --

WAYNE
Excuse me?

Wayne CLOCKS the Knight with his cane.

The rest of the Knights rush out. Even at his age, Wayne
cuts through them with a barrage of punches and elbows.

He tosses the Knights around the room like rag dolls.

Knight Leader steps out, has a shot --

Until ACE POUNCES. Ferociously biting at Knight Leader.

Knight Leader scrambles to his feet, only to run into Wayne's

fist.

The defeated Knights lay scattered around the room. As Wayne

catches his breath --

An orb rolls to his feet.

WAYNE (CONT'D)
ACE!

Too late. The orb explodes. The TOXIC INHALANT spreads into
the air.

Wayne drops to his knees. Clutches his throat. Hears Ace

whimper, sees him fall.

Wayne braces himself against a couch, slumps to a seat.

Through the fog of the inhalant --

Strange emerges. Goggles and a respirator cover his face.

He resembles a parasite. In his hand, a specially-fitted
handgun, capable of shooting the toxic orbs.
 137.

STRANGE
I thought you would appreciate this,
as a man with his own collection of
toys.
(pauses)
You should have stayed dead, Batman.
Now you've doomed yourself, Gordon,
and the rest of Gotham.

As Wayne chokes ...

WAYNE
Too ... late ...

STRANGE
Yes, the election. Unfortunately,
turnout will not be as high as
expected.

Wayne realizes, glares.

Strange stands. Looms over Wayne for a moment, watches as

the eyes roll back in his head.

Wayne collapses. Strange leaves.

EXT. GOTHAM - SLUMS - NIGHT

The Armored Trucks enter the the slums. Followed by LARGE

BUSES.

The Knights spill out of the trucks, INVADE the Housing

Projects.

INT. HOUSING PROJECT - CONTINUOUS

The Knights RAID every unit. Forcing families out of their

homes at gun point.

This is the Knights at their most ruthless, most violent,

most heinous.

EXT. HOUSING PROJECT - CONTINUOUS

The streets flood with Residents, all being ushered into the
buses. Children are torn from their parents. Men and Women
are beaten into submission.

The buses load up, drive away. The Knights move down the
block, in and out of every Project.

INT. CITY HALL - NIGHT

Strange approaches a door marked, 'Office of The Mayor'.

 138.

INT. CITY HALL - MAYOR'S OFFICE - CONTINUOUS

Strange enters. Takes in his surroundings. Looks out the

window to the city -- to the slums.

A conqueror overlooking his kingdom.

EXT. LAKE GOTHAM - NIGHT

The shipping container lays on the floor of the lake.

INT. SHIPPING CONTAINER - CONTINUOUS

The water level rises, almost to the top.

COWL POV:

Terry grits his teeth, strains every muscle in his body ...

TERRY
Come on ... COME ON!

But the suit won't budge. Terry breathes heavily. Panic

sets in. Then reality. There's no way out, and nobody's
coming to save him.

INT. BAT CAVE - NIGHT

Wayne tumbles down the stairs. Lands hard at the base of

the cave. Blood spills from his nose.

With everything left in him, he crawls on his hands and knees

toward the super computer.

WAYNE
Alfred ... ALFRED!

The super computer turns on. Throughout the cave, the voice
echoes ...

ALFRED
Good evening, sir! Is everything
all right?

WAYNE
Nine ... one ... one.

ALFRED
Very good, sir.

The Medical Cart RISES from the floor, still ten feet away
from Wayne. He desperately crawls ... reaches ... throws
his body --
 139.

Tips over the cart. Various medical tools, pills, syringes

scatter the floor.

Wayne locates the syringe. Rolls on to his back. Gasping

for air ...

WAYNE
Alfred, locate ... Bat-Suit.

The monitor brings up a map of Gotham, ZOOMS IN on the lake.

ALFRED
It appears the suit is at the bottom
of Lake Gotham. Power level: zero
percent. All systems disabled.

Wayne preps the syringe.

WAYNE
Initiate back-up power.
(pauses)
Access file ... DM-Four Two Two.

ALFRED
File ready, sir.

Wayne tries to bring the syringe to his arm, doesn't have

the strength. His arm flops to the cave floor.

WAYNE
Send ...

Wayne's eyes shut. Overcome with pain.

INT. SHIPPING CONTAINER - MOMENTS LATER

Water fills the container top to bottom.

COWL POV:

Terry shakes with fear. Trapped in a watery grave.

TERRY
I'm sorry ... I'm sorry, Dana ...

He gasps, running out of air. An inch away from death --

DANA
Terry ...

The Cowl Interface returns. BACK-UP POWER.

On the interface, a video of Dana, the message she recorded

on her web camera.
 140.

Terry can't believe his eyes.

DANA (CONT'D)
This might not make sense but, I
have to say it. I've tried to have
this conversation a million times
but, I was afraid. Afraid you
wouldn't understand, afraid you
wouldn't agree ... afraid you'd hate
me.
(pauses)
I'm involved in something dangerous,
not just for me ... but all of us.
I've put us all in danger, because I
believe what I'm doing is the only
way to save Gotham, to give hope to
our family and all the other families
in the city.
(pauses)
I've wanted to tell you for so long
but, when I look, I don't see you
anymore. I see a man worn down and
beaten by the world, by what you've
seen, by what you've had to do, by
what you couldn't.
(pauses)
Tonight on the bridge, the look in
your eyes ...

A tear runs down her cheek.

DANA (CONT'D)
I want you to know ... no matter
what happens to me, no matter how
bad things get, I will always believe
in you. In who you are, in who you
can be. No matter how hopeless things
seem. The person I fell in love with
is still there. But you have to
believe, too ... you have to believe
in the world, in people ... in
yourself. This is too important.
You can't give up.

Dana wipes her eyes.

DANA (CONT'D)
I love you, Terry. I will always
love you.

Dana reaches for the camera. The screen cuts to black.

BACK TO SCENE

Terry takes a deep breath. Tears in his eyes. He strains --

 141.

The protective shell around the suit BREAKS.

Terry SLAMS his fists into the shipping container. Over and
over, putting everything he has into each punch ...

The container dents, but doesn't give.

COWL POV:

FULL POWER restores. The Operating System reboots.

BACK TO SCENE

The retractable claws EXTEND. Terry IMPALES the container.

Wrenches back --

More water pours in. Terry pulls the container apart, wide
enough to slip through --

The Boosters IGNITE.

EXT. LAKE GOTHAM - MOMENTS LATER

TERRY BREAKS THROUGH THE SURFACE OF THE WATER. He ASCENDS,

races towards the city ... towards the slums.

EXT. GOTHAM - EDGE OF SLUMS - MOMENTS LATER

Squad Leader Hart and his platoon of Knights create a

barricade with the armored trucks.

Three unmarked Police Cars pull up. Gordon and Bullock step
out. Followed by four OFFICERS.

GORDON
What the hell is this?

SQUAD LEADER HART

Special Operations. Need to know.

GORDON
On whose authority?!

Squad Leader Hart smirks. Gordon knows. Steps forward --

The Knights draw their rifles.

Gordon, Bullock, and the Officers draw their handguns.

A close range stand-off.

GORDON (CONT'D)
Put down your weapons now!
 142.

SQUAD LEADER HART

Steady!

Nobody budges.

GORDON
Don't do this, Hart.

SQUAD LEADER HART

You should've stayed home,
Commissioner ...

INT. HOUSING PROJECT - FIFTH FLOOR - NIGHT

The Knights continue their raid. Down the hall --

Victor leads Elena and a GROUP OF RESIDENTS towards the

stairwell. As they reach the door --

KNIGHT #14
Stop them!

A squad of Four Knights swarm.

Victor picks up Elena, leads the Residents into the stairwell.

INT. HOUSING PROJECT - STAIRWELL - MOMENTS LATER

Victor, Elena, and the Residents scramble up the stairs.

EXT. HOUSING PROJECT - ROOFTOP - MOMENTS LATER

Victor and the Residents reach the edge of the roof. No

where to go. Too far to jump. Behind them --

A Firing Squad of Knights.

Victor covers Elena's eyes.

VICTOR
It's okay, baby. It's okay ...

The Knights sneer. About to fire --

Terry DESCENDS on the Knights. Beats them to the ground

with a fury of punches, backkicks, and headbutts.

Knight #14 separates from the pack. Has a clear shot at

Terry. From behind --

Victor spins Knight #14 around, lays him out with a right
cross.

Terry approaches the Residents. The mouthpiece of the cowl

retracts.
 143.

He sees Elena, the fear in her eyes. Kneels down to her.

TERRY
You don't have to be afraid. I'll
protect you ...

Terry looks to the Residents huddled around him. Sees the

glimmer of hope on their weary faces ...

TERRY (CONT'D)
All of you.

Terry RISES. Moves to the edge of the rooftop. Before he

jumps --

ELENA
(whispered to Victor)
It's really him ...

Terry pauses. In a moment of realization ...

TERRY
(to himself; assured)
I'm Batman.

Terry, now known as BATMAN, dives over the edge.

The Bat-Wings extend, BATMAN BANKS UP. The Boosters thrust

him forward.

EXT. GOTHAM - EDGE OF SLUMS - MOMENTS LATER

Gordon holds her ground. Stares down Squad Leader Hart.

GORDON
Stand down, Hart!

SQUAD LEADER HART

There are six of you and sixty of
us!

Behind Gordon, the Officers start to back off, realizing

their situation.

GORDON
(to the Officers)
Hold your ground ...
(to Hart)
This is our city.

The Officers stop their retreat.

SQUAD LEADER HART

Fair Enough ...
(MORE)
 144.

SQUAD LEADER HART (CONT'D)

(to his Platoon)
Take 'em boys!

Before the Knights fire --

An EXPLOSION DOWN THE BLOCK.

THE REBELS RUSH INTO THE STREETS. Attacking the Knights

guarding the buses.

Hart wheels around, spraying gun fire into the chaos. His
Knights open fire on the Officers.

Gordon, and Bullock take cover behind the unmarked police

cars. Two Officers go down.

FURTHER DOWN THE BLOCK

Deacon leads the Rebels in a firefight against The Knights.

The Slums have become a WARZONE.

The Residents on the buses watch the chaos. Slowly realizing

The Rebels are on their side.

AT THE BARRICADE

Hart marches down the block. Mercilessly gunning down Rebels.

BEHIND THE POLICE CARS

Gordon and Bullock shoot at the Knights. But it's no use.

They're outnumbered, outgunned.

BULLOCK
Whatta ya think?

Gordon looks further down the block. Sees the Rebels falling
back, and Hart leading the Knights forward.

GORDON
Cover me!

Bullock springs up. Unloads on the Knights.

As the Knights take cover, Gordon races along the sidewalk,

through the barricade. Into the madness.

DOWN THE BLOCK

The Knights have The Rebels pinned back. From behind --

Residents spill out of the buses. Attacking the Knights.

Splitting their attention.
 145.

The Rebels CHARGE. Close enough for hand to hand combat.

The Residents, Knights, and Rebels mix in the streets. A

sea of bodies, thrashing at one another.

EXT. GOTHAM BADLANDS - NIGHT

Far from the city, the CONVOY OF BUSES ramble down the rugged
terrain. Flanked by TACTICAL VEHICLES.

In the distance ... Strange's PRIVATE PRISON.

INT. BUSES - CONTINUOUS

Residents are chained to their seats. Armed Knights patrol

the aisle.

INT. TACTICAL VEHICLE - CONTINUOUS

Knights ride in the front cab. The radar BEEPS. Incoming.

KNIGHT DRIVER
Something's coming up on our tail.
Something big ...

RADAR SYSTEM

A night vision map of the land. A BOGEY moves north, straight

at the convoy -- then disappears.

BACK TO SCENE

KNIGHT PASSENGER
Where'd it go?

KNIGHT DRIVER
Should be right on us.

Suddenly --

EXT. GOTHAM BADLANDS - CONTINUOUS

Headlights BLAST ON. A MASSIVE ARMORED VEHICLE awaits the

convoy. Its powerful engine revs. Enormous tires kick up
dirt. A rear turbine spits fire --

THE BATMOBILE.

INT. BATMOBILE - CONTINUOUS

Wayne grips the wheel. Floors the accelerator.

 146.

EXT. GOTHAM BADLANDS - CONTINUOUS

The Batmobile speeds towards the convoy. Forces the Tactical

Vehicles to divide.

A side hatch opens. Sticky Bombs latch on to the Bus tires

and EXPLODE!

The Buses crash into each other, fender to fender. The

Batmobile wheels around the end bus, races back to the front.

EXT. GOTHAM SLUMS - NIGHT

The Battle For Gotham rages on. Gordon pulls Knights off a
family of Residents, batters them with her fists.

Hart keeps to the side, picking off Rebels. He presses the

comm-link in his ear.

SQUAD LEADER HART

Aerial! Aerial! Now!

HIGH ABOVE THE CITY

THREE DRONES swoop in. Missiles lower from their bodies,

shoot toward the street.

STREET LEVEL

Two Missiles tear into the upper levels of the Housing

Projects. FLAMES BURST! Debris showers the street!

The third missile has a lower trajectory.

Gordon sees it coming. Bear hugs the Resident Family to the

ground.

GORDON
Down!

The Missile tears into the base of the Project. FLAMES RUSH
GORDON AND THE RESIDENTS --

-- But never reach them. The dust clears --

Batman stands, cape drawn as a shield against the flames.

GORDON (CONT'D)
Where the hell have you been?!

Before he can answer, the Drones fire their mini-guns.

DROVE POV:

All three lock on to Batman.

 147.

BACK TO SCENE

BATMAN
Come get me ...

Batman ROCKETS INTO THE SKY. Drawing the Drones away from
the battle.

INT. CITY HALL - MAYOR'S OFFICE

Strange watches the Slums burn. A thought enters his mind.

He grabs his suit jacket. Heads for the door.

EXT. GOTHAM CITY - CONTINUOUS

Batman flies downtown, the Drones close behind. In the

distance, an unfinished HIGH RISE.

Batman banks HARD RIGHT.

EXT. UNFINISHED HIGH RISE - CONTINUOUS

A skeleton of a building. Uninhabited. Batman veers inside,

darting past metal beams.

The Drones follow. Drone 1 catches a beam. Crashes.

EXPLODES.

Drone 2 and Drone 3 avoid a collision, continue deeper into

the structure.

Batman takes a sharp, left. Speeds up a shaft towards the

top.

DRONE POV:

The targeting system attempts to lock on Batman, but he's

moving too quickly.

BACK TO SCENE

The Drones fire their mini-guns.

Batman SPIRALS out of the way. Bullets RATTLE against the

structure.

COWL POV:

The Operating System ZOOMS IN on the metal beams, calibrates

timing, then --

BACK TO SCENE

Batman CLUTCHES the structure, flips end over end. Lands on

his feet as the Drones whiz past him.
 148.

Batman raises his arms. A mini-turbine revs. A LASER BLAST

FIRES FROM HIS PALM. Cuts Drone 2 to pieces. It plummets
to the ground, EXPLODES on impact.

BATMAN
Whoa ...

ALFRED
I see you've finally used your laser
blast, sir.

BATMAN
Alfred? You've been here the whole
time?

ALFRED
Always at your side, sir. Incoming!

Drone 3 LOCKS TARGET. Fires Two Missiles.

Batman winds through the structure, fires short burst Laser

Blasts. The Missiles evade, close in.

COWL POV:

The OS scans the environment. Up ahead, several GAS

CYLINDERS.

BATMAN
On my mark, cut power from the
boosters.

ALFRED
Are you sure? You're quite a bit
from the ground --

BATMAN
Just do it!

BACK TO SCENE

Batman approaches the cylinders. The Missiles almost on

him.

BATMAN (CONT'D)
NOW!

The Boosters cut off. Batman drops. The Missiles cruise

past and into the gas cylinders.

A FIREBALL SPREADS THROUGH THE STRUCTURE.

The Bat-Wings extend, acting as a parachute. The Boosters

re-ignite.
 149.

Batman flies out of the Unfinished High Rise. Drone 3

follows.

EXT. GOTHAM BADLANDS - MOMENTS LATER

The Tactical Vehicles flank the Batmobile, ramming it from

both sides.

BATMOBILE COCKPIT:

The impact rocks Wayne side to side. He clutches the steering

wheel. Steadies.

WAYNE
My turn ...

Wayne torques the steering wheel.

BACK TO SCENE

The Batmobile SLAMS into Tactical Vehicle 1. The tremendous

force FLIPS TV1 on its side.

Tactical Vehicle 2 breaks away. Knight Passenger mounts the

Stabilized Machine Gun on the roof. Fires.

The Batmobile SWERVES to avoid damage. MACHINE GUNS RAISE

FROM HATCHES ON THE ROOF.

KNIGHT PASSENGER
(to Knight Driver)
Back up out of range!

As TV2 reverses course ... The Batmobile shoots a grappling

hook into its fender. REELS TV2 IN like a fish.

KNIGHT PASSENGER (CONT'D)

Do something!

TV2 COCKPIT:

Knight Driver slams on the break, but it's not use. The
vehicle is yanked forward.

BACK TO SCENE

The Batmobile Machine Guns spray fire around TV2. Forcing

Knight Passenger back inside.

The Turbine REVS.

TV2 COCKPIT:

Knight Driver hopelessly fights against the grappling hook.

 150.

KNIGHT PASSENGER (CONT'D)

He's going to ram us!

KNIGHT DRIVER
Let him! This is reinforced titanium,
it'll cripple his car!

BACK TO SCENE

A thick SHIELD raises at the front of the Batmobile. SPIKES

EXTEND from the shield.

The ENGINE ROARS. The Batmobile SPEEDS AHEAD.

TV2 COCKPIT:

KNIGHT DRIVER (CONT'D)

Okay, nevermind!

BACK TO SCENE

Knight Driver and Knight Passenger scurry out of TV2. Running

for their lives.

The Batmobile DEMOLISHES TV2, crashing through the vehicle

and littering the badlands with its broken parts.

A MISSILE CRATERS into the ground. The Batmobile skids to a

stop.

THREE HEAVY DUTY TANKS FORM A WALL BETWEEN THE BATMOBILE AND
THE PRISON.

EXT. GOTHAM - SLUMS - MOMENTS LATER

Gordon fends off Two Knights. Across the street --

Squad Leader Hart overlooks the chaos. Drops his empty rifle.

He unpins a grenade, tosses it into the blend of Residents,

Rebels, and Knights.

GORDON
Grenade!

But there's nowhere to go. The street is packed with bodies.

As the grenade lands --

Deacon grabs a large piece of metal debris. JUMPS ON THE

GRENADE.

An EXPLOSION DIGS INTO THE STREET. DUST SCATTERS ... It

clears, reveals ...
 151.

A smoking hole in the ground. The brunt of the grenade

absorbed by the debris ... and Deacon.

He rolls to his back. Dead.

Gordon looks to Deacon's body ... then to Hart. She

approaches. Raises her fists.

Gordon and Hart trade punches. She's precise, efficient,

while he swings wildly, more of a brawler.

Gordon clips Hart with several jabs. Cracks his jaw with a
right hook.

Hart topples. Wipes blood from his mouth. Gordon gestures,

'Get up'.

Hart unsheathes a knife. Stabs at Gordon. She clutches his

wrist. He wraps her in a bear hug. Brings the knife to her
throat.

SQUAD LEADER HART

There's no Batman here to save you,
little girl.

Hart forces the knife towards Gordon. She pushes back.

Grits her teeth ...

GORDON
Not ... little girl ...

Still in Hart's grasp, Gordon springs off the hood of a car.

Flips backwards. Lands behind him.

Hart turns. Gordon SMASHES him across the face with a

powerful spinkick.

Hart hits the street. Unconscious.

GORDON (CONT'D)
Bat-Girl.

DOWN THE BLOCK

The Knights unload Heavy Artillery from an armored truck.

Unmanned TRIPLE BARREL CANNONS. Enough Fire Power to decimate
the entire block and win the battle for the Knights.

EXT. GOTHAM BADLANDS - MOMENTS LATER

The Batmobile revs its engine at the Three Tanks.

BATMOBILE COCKPIT:
 152.

Wayne runs his hand along the wheel. Looks over the cab.
As if he's saying goodbye.

WAYNE
We've had a good run ...
(pauses)
Let's finish it.

Wayne buckles his seat belt. Steps on the accelerator.

BACK TO SCENE

The Batmobile CHARGES. The Tanks open fire. The ground

erupts throughout the badlands as shells EXPLODE.

The Batmobile swerves to avoid destruction. Cannons raise

from the roof.

BATMOBILE COCKPIT:

The Weapon System targets the Tank Tracks.

BACK TO SCENE

MISSILES ERUPT into the tracks of Tank 1 and Tank 3.

Crippling them.

The third missile sails wide. Tank 2 fires back.

The Batmobile RAGES FORWARD. ON A COLLISION COURSE.

BATMOBILE COCKPIT:

Wayne lets out a battle cry! Smashes down on the thruster.

BACK TO SCENE

FIRE BURSTS FROM THE TURBINE. The Batmobile RAMS Tank 2 at

top speed.

The two powerful vehicles CRASH THROUGH THE WALL OF THE

PRISON.

EXT. GOTHAM CITY - EDGE OF SLUMS - MOMENTS LATER

Batman races forward. Drone 3 close behind.

DRONE 3 POV:

The Target system about to lock on --

BACK TO SCENE

Batman shoots Laser Blasts. The Drone banks to avoid, loses

its target.
 153.

COWL POV:

The Interface ZOOMS IN on the battle, targets the Cannons.

EXT. GOTHAM - SLUMS - CONTINUOUS

The Cannons rise from their platforms. Ready to fire.

OVERHEAD

Batman approaches. Slows down.

DRONE POV:

The Targeting System LOCKS ON TO BATMAN.

BACK TO SCENE

Two Missiles lower from Drone 3.

ALFRED
The Drone has you locked on, sir.

BATMAN
All power to the boosters. NOW!

THE BOOSTERS LAUNCH INTO HIGH GEAR. The Missiles Fire.

Batman DIVEBOMBS to the street.

STREET LEVEL

Batman swoops down. Fires Sticky Bombs on to the Cannons.

The Sticky Bombs EXPLODE! The Missiles latch on to the heat

signature, ERUPT IN A WALL OF FLAMES.

The COMBINED BLAST incinerates the Cannons and Drone 3. The

impact HURLS Batman to the street.

Batman rolls to a stop. Surrounded by fire and debris. The

block clouded by dust and smoke.

Batman stands. Waiting ahead of him --

An ARMY OF KNIGHTS. All with assault rifles drawn. He balls

his hands into fists. Ready to fight, until --

Through the dust and smoke, the Residents emerge. They stand
at Batman's side. The People Of Gotham United.

The Knights gaze at the daunting image. Behind them --

The Rebels RISE. Weapons drawn. The Knights are surrounded.

 154.

Gordon joins Batman at the front of the line. Together,

they lead the march forward.

The Knights remain frozen like statues until, finally --

several lower their weapons.

One by one, the Knights surrender. The Residents have taken

the block.

INT. PRIVATE PRISON - MOMENTS LATER

The North wall has been toppled by the collision. Two Knight
Guards approach --

The Roof Cannons of the Batmobile take aim. The Knights

drop their weapons, and run like cowards.

The front cab slides open. Wayne slowly crawls out. A bloody
mess.

He takes in his surroundings ... the main floor of the labor

camp.

INT. PRIVATE PRISON - CELL BLOCK A - MOMENTS LATER

Wayne trudges down the hall. Every step is agony. Looks

into the cells, sees the weary Prisoners. From behind --

STRANGE SLAMS WAYNE INTO THE CELL BARS. THROWS HIM TO THE
GROUND.

STRANGE
I should've known you'd fight to the
very end, Bruce. In that regard, we
are the same ...

Strange KICKS Wayne in the chest.

STRANGE (CONT'D)
Yet I chose to honor your life's
work, while you've come to destroy
mine.

Another kick. Wayne winces. Coughs blood.

STRANGE (CONT'D)
All for these 'people', who will
never accept us, not as we truly
are.

Another kick. Wayne rolls to his back. Strange mounts.

Presses a knee into Wayne's throat.
 155.

STRANGE (CONT'D)
We are the mighty few. They exist
to serve our will. That's the only
way it works.

Strange shoves his knee down. Torturing Wayne. Toying with

him.

Strange rises. Wayne gasps for air.

STRANGE (CONT'D)
A lesson learned all too late ...

Strange raises his foot to CRUSH Wayne's skull. He brings

it down --

Wayne CLUTCHES his foot. Shoves Strange back into the cell
bars.

ARMS REACH THROUGH THE BARS, THE PRISONERS PIN STRANGE IN

PLACE.

Wayne attacks. Pummels Strange with a vicious series of

body blows. Putting all he has into every punch.

The Prisoners release Strange. He crumbles to the ground. A

bloody, battered heap.

Wayne towers over him for a moment, then walks to the end of
the cell block.

STRANGE (CONT'D)
What's wrong, Bruce? Can't finish
the job?

WAYNE
No ...

Wayne presses a button on the wall.

WAYNE (CONT'D)
But they can.

The cells OPEN. The Prisoners spill out.

They surround Strange. He looks up at them for mercy, doesn't

find any.

Wayne disappears around the corner. Strange's screams echo

through the hall.

INT. POWERS TECH HQ - DEREK'S OFFICE - NIGHT

Powers gazes out to the city. Looks like he could vomit.

In his hand ... the photo of he and Terry as children.
 156.

Suddenly --

Two Knights are thrown through the door of the office. They
scramble to their feet --

Batman is on them. He drops the Knights with devastating

right hooks. Then turns to Powers.

A brief moment of silence, as if they both knew this moment

was inevitable.

BATMAN
You're under arrest ...

Powers grins. Rests the photo on his desk.

POWERS
On what charges?

Batman removes his cowl. Lets it drop to the floor. TERRY

glares at Powers.

TERRY
The murder of Dana and Max McGinnis.

Powers rolls up his sleeves.

POWERS
Let's get on with it.

Terry approaches. Powers immediately draws the Modified

Handgun. FIRES.

Terry weaves left and right, avoiding the Electric Currents.

His magnetic glove RIPS the handgun from Powers.

Terry crushes the weapon in his hand. Discards it.

Powers rushes, wildly swinging his fists. Terry easily blocks

the attacks. TOPPLES Powers with a single jab to the gut.
Throws him against the desk.

Terry bashes Power with a right cross. Cutting his lip.

Pulls him eye to eye.

TERRY
Why? ... WHY?!

POWERS
Because I was born to be a king, not
to envy gutter trash.

Powers spits blood in Terry's face. SLAMS the framed photo

into his temple.
 157.

Powers tackles Terry to the ground. Relentlessly punching

him. Unleashing all his rage, all of his pent up frustration.

Terry kicks Powers back. Grips his temple. Dazed.

Powers wipes blood from his lip. KICKS Terry in the gut.

POWERS (CONT'D)
Stay down!

Terry attempts to stand. Powers kicks him again.

POWERS (CONT'D)
Stay. Down.

Terry rolls to his stomach. Powers gathers a shard of glass

from the broken frame.

POWERS (CONT'D)
This is pointless, Terry. Arrest
me, kill me. It won't change
anything!
(pauses)
Dana and Max are dead. There's
nothing left to fight for!

Terry closes his eyes. Face down on the floor. Beaten,

exhausted ... but undeterred.

He takes a deep breath, then --

TERRY
I fight ... for myself.

Terry pushes himself to a knee ...

TERRY (CONT'D)
For my family.

Terry RISES. Standing tall.

TERRY (CONT'D)
For Gotham.

Powers SLASHES the shard of glass. Terry blocks. CRACKS

HIS WRIST. Forcing the glass from his hand.

Terry grips Powers by the collar, SHOVES HIM THROUGH THE

GLASS WALL.

Powers dangles a hundred feet in the air. The streets of

Gotham waiting below.
 158.

POWERS
(trembling)
Terry ... please ... PLEASE!

Terry sneers. Looks into his eyes.

TERRY
Is this what it feels like? Holding
someone's life in your hand ...

POWERS
I'm sorry ... OH GOD I'M SORRY! ...
Please, don't kill me ...

TERRY
Batman doesn't kill people ...

Powers breathes a sigh of relief. Until --

Terry releases his grip. POWERS SCREAMS. DROPS FIFTY FEET!

A grappling hook fires from Terry's wrist. Latches on to

Powers' foot. He hangs against the outside of the building.
A worm on a hook.

TERRY (CONT'D)
But he'll scare the shit out of you.

Terry secures the cable to the window frame. Leaves Powers

swaying in the breeze.

Terry falls to a seat. Closes his eyes.

EXT. PRIVATE PRISON - LATER

The unmarked Police Car pulls in. Gordon steps out. Sees
the giant hole in the brick wall ...

And the Prisoners filing out. A mix of exhaustion and relief

on their faces.

INT. PRIVATE PRISON - MOMENTS LATER

Gordon enters the main floor. Looks over the machinery.

Realizing what's been happening here.

INT. PRIVATE PRISON - HALLWAY - MOMENTS LATER

Gordon finds Wayne, slumped against the wall. Staring into

an open door. A vacant look in his eyes.

GORDON
Are you okay?
 159.

WAYNE
No ...

Gordon follows Wayne's gaze into the open door. Her heart
sinks.

The Testing Chamber. We don't see inside, but the look of

devastation and horror on Gordon's face says enough.

GORDON
How?

WAYNE
We took too long.

Gordon kneels down next to Wayne.

WAYNE (CONT'D)
Never again.

GORDON
Never again.

They embrace. As we pull back down the hall --

GORDON (V.O.) (CONT'D)

Never again ... Never again can we
turn a blind eye to those society
has deemed as less.

INTERCUT:

The Prisoners walk through the crumbled wall. These are

families, friends, neighbors ... Some hold each other. Others
help the weak climb over the rubble.

GORDON (V.O.) (CONT'D)

Never again can we allow a tyrant to
use fear to turn us against each
other, and into the worst of
ourselves.

INTERCUT:

The Knights have fully surrendered. Disarmed. Down on their

knees. Hands on their heads.

The Residents usher them on to the buses. In total control.

GORDON (V.O.) (CONT'D)

Never again can we wait, and hope
for a savior to emerge when we need
them most ...

INTERCUT:
 160.

Terry stands at the shattered window. Cowl in hand. Looks

over Gotham.

EXT. CITY HALL - DAY

At the top of the steps, Gordon delivers a speech to a large

crowd.

GORDON
We The People must depend on one
another ... to work together, to
rebuild Gotham, to create a society
that works for everyone ...
(pauses)
Hugo Strange has been arrested.

INTERCUT:

Strange, in an orange jump suit, steps into a Prison Cell.

His face is bruised, cut.

GORDON (V.O.) (CONT'D)

The Knights have been disbanded.

The cell bars CLOSE. Strange takes a seat. Peers through

the bars.

GORDON (V.O.) (CONT'D)

The innocent have been returned to
their homes and their families ...

BACK TO SCENE

GORDON (CONT'D)
But it's not enough. This is no
time to cool off, or ease back. We
have to go further. We owe it to
those we couldn't save.

The large crowd absorbs the message. A sense of duty, pride

glowing in every face.

GORDON (CONT'D)
Our job now is to guide Gotham into
the future with bold, sweeping
progress. To represent every man,
woman, and child.
(pauses)
As your new Mayor, I pledge my
unwavering dedication to our great
city, and to all of you. I work for
you. If you need me, you know where
to find me.
(MORE)
 161.

GORDON (CONT'D)
(pauses)
This is a battle we will win,
together. Thank you. Thank you
all!

The crowd applauds.

MATCH CUT TO:

INT. GOTHAM GENERAL HOSPITAL - WAYNE'S ROOM - DAY

Wayne watches the speech on TV. Resting in bed. An IV

attached to his arm.

Terry stands by his side.

TERRY
Think she'll be okay?

WAYNE
If there's anyone in this world I
trust to do the right thing, it's
her.

TERRY
What about me?

WAYNE
I have my doubts.
(pauses)
Why would you go see Powers?

TERRY
I told you, my family deserved
justice. To get it, I needed a
confession.
(pauses)
After we found out the deal with
Strange was back on, I knew Derek
betrayed me. Just needed him to
admit it ...

Wayne grins. Impressed.

TERRY (CONT'D)
I didn't plan on ending up at the
bottom of the lake but ... all's
well that ends well, right?

Wayne shakes his head.

 162.

TERRY (CONT'D)
If we're going to keep working
together, sooner or later, you're
going to have to trust me.

WAYNE
What makes you think we're going to
keep working together?

TERRY
Admit it, we make a good team.

No response. Just Wayne's pokerface.

TERRY (CONT'D)
Fine. I get it. You work alone.

Terry moves to the door.

TERRY (CONT'D)
But, ya know Bruce, sometimes we all
need a friend.

Terry opens the door. ACE RUNS IN. Hops on Wayne's bed.
Lays down next to him.

Wayne pets Ace. Looks to Terry. 'Thank you'.

Terry nods. Leaves.

EXT. CEMETARY - DAY

Terry stands among two headstones. DANA MCGINNIS, MAX

MCGINNIS.

He remains silent for a moment. Eyes shut, then --

TERRY
(to Dana's)
You were right. All along ... you
were right.

Terry rests his hand on Dana's headstone. Turns to Max's.

Places a tiny Batarang on top.

TERRY (CONT'D)
Both of you.

Terry wipes tears from his eyes. Looks up to the clear,

blue sky ...

DISSOLVE TO:
 163.

EXT. GOTHAM CITY - NIGHT

The BAT-SIGNAL SHINES above the city.

At the top of a skyscraper ...

BATMAN.

He watches over Gotham. Looks to the signal. LEAPS.

PLUMMETS DOWN THE SKYSCRAPER. The Bat-Wings extend. The

Boosters ignite.

BATMAN FLIES PAST THE FRAME.

CUT TO BLACK.

BATMAN BEYOND.

THE END.