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Batman & Robin (1997) movie script

by Akiva Goldsman.

More info about this movie on IMDb.com
1	INT. BATCAVE -BATMAN'S COSTUME VAULT

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

2	INT. BATCAVE  ROBIN'S COSTUME VAULT - INTERCUT

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

3	INT.BATCAVE
BATMAN - CLOSE.  Emerges from his costume vault.
WIDER
Deeper excavation has doubled the size of the cavern.

New state-of-the-art computing systems flash.
Surveillance screens monitor news and police FREQUENCIES.
Crime's worst nightmare.

Batman strides towards the rising steam-obscured pedestal
which bears the sleek, redesigned Batmobile.

ROBIN appears in the door of his costume vault, dressed in
the black and red of his Nightwing costume.

Two dark avengers stand suited, ready to take back the night.

		BATMAN
	Nice suit.  And today you are?

		ROBIN
	Nightwing.  Scourge of darkest evil.

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

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

ALFRED steps forward, out of the shadows.

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


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

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

		ALFRED
	Drive carefully, Master Wing.

		ROBIN
	Don't wait up, AL.

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

7	ALFRED watches them go.

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

8	INT. BATCAVE ACCESS TUNNEL - BATMOBILE - MOVING

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

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

9	INT. BATCAVE ACCESS TUNNEL - REDBIRD - MOVING

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

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

		BATMAN
	Mr. Freeze.

		ROBIN
	The batcomputer tracks him heading
	for the Gotham Museum.

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

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

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

10	BATMAN'S MONITOR - CLOSE - THE GOTHAM MUSEUM

PUSH IN

11	EXT. GOTHAM MUSEUM - NIGHT

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

12	INT. GOTHAM MUSEUM - NIGHT

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

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

14	HOLD on A GIANT DIAMOND CASE

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

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

		FREEZE
	The Iceman Cometh.

16	WIDER

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

		GUARD
	Please.  Show some mercy.

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

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

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

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

Freeze closes, now, on the shattered case.

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

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

		FREEZE
	...Freezes.

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

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

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


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

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

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

		FREEZE
	You're not sending me to the cooler.

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

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

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

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

		ROBIN
	Score.  And the crowd goes wild.

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

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

		FREEZE
	Grab the gem.  Kill the heroes.

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

29		ROBIN
	It's the hockey team from hell.

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

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

30A		FREEZE
	Cop-suey.

He begins racing again for his gun.

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

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

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

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

		FREEZE
	Caution.  Bridge may ice over.

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

36	BATMAN begins skating towards Freeze.

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

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

		ROBIN
	Sweet.

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

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

41	FREEZE disappears behind the giant brontosaurus.

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

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

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

		FREEZE
	What killed the dinosaurs?  The ice age.

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

46			ROBIN
	He's definitely extinct.

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

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

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

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

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

53	FREEZE has climbed to the hatch of his vehicle.

		FREEZE
	Hit me boys.

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

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

		FREEZE
	Thanks for playing.

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

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

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

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

		BATMAN
	Stop the insanity.

		FREEZE
	Nice of you to drop in.

Freeze hits a button.  A tremendous ROAR.

62	INT. MUSEUM

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

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

64	EXT. GOTHAM MUSEUM

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

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

66	INT. CAPSULE

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

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

		FREEZE
	I hate being lectured.

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

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

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

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

THE ALTIMETER CLOSE.  15,000 feet and rising.

69	EXT. CAPSULE

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

70	INT. CAPSULE

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

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

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

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

		FREEZE
	Ain't it grand?  Freeze well.

Freeze leaps out into the night.

71	EXT. NIGHT SKY

Freeze begins to plummet towards the lights of Gotham
below.

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

73	INT. CAPSULE

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

		ROBIN
	I was just hanging around.

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

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

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

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

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

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

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

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

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

		ROBIN
	Now what?  We call a taxi?

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

		BATMAN
	Watch the first step.

		ROBIN
	Surf's up.

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

80	THE BATCHARGE LIGHT - CLOSE.  Goes red.

81	EXT. NIGHT SKY - FALLING

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

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

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

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

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

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

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

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

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

94	Freeze plummets into the snowy chimney.

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

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

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

98	BATGRAPPLES - CLOSE.  Hit the wall.  Catch.

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

100	INT. INDUSTRIAL BASEMENT

A long submarine-like corridor

		ROBIN
	Cool.  Can we do that again?

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

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

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

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

		BATMAN
	Wind.

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

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

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

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

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

109A	EXT. CROSS SECTION OF GOTHAM CITY-VFX

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

110	INT. BOILER ROOM

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

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

Freeze leaps onto the giant vehicle.

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

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

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

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

115	The caped crusader immerses Robin in the steaming sea.

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

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

		ROBIN
	Did we get him?

117	EXT. SOUTH AMERICAN RAIN FOREST - NIGHT

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

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

118	INT. TENTED GREENHOUSE LAB - NIGHT

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

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

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

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

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

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

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

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

		PAM
	What is he doing in there?

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

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

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

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

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

A bright flash of lightning.  Woodrue advances on Pam.

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

(OVER) More lightning and ever more deafening THUNDER.

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

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

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

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

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

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

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

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

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

123	Pull BACK TO REVEAL

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

		WOODRUE
	I give you the future of military
	conquest.

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

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

Diego SPITS.

		WOODRUE
	And what a charmer he is.

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

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

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

		WOODRUE
	Notice the hassle free zipper.

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

		WOODRUE
		(lifts a remote)
	Time to scream.

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

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

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

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

PAM SCREAMS.

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

		WOODRUE
	Welcome to my parlor.

126	INT. CORRIDOR - WALKING

Woodrue is escorting a nervous Pam back towards her lab.

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

		PAMELA
	Our work?

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

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

127	INT. PAMELA'S WORKSHOP - CONTINUOUS

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

		WOODRUE
	Well, I can respect your opinion.

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

		WOODRUE
	Sadly, I'm not good at rejection.

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

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

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

		WOODRUE
		(loud)
	Fellow maniacs, bidding begins!

129	INT. BATCAVE - NIGHT

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

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

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

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

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

		BRUCE
	That liquid is fifty below.

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

		DICK
	That's gotta hurt.

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

131	The display shows a turning schematic of Fries.

		DICK
	What happened to his wife?

		BRUCE
	Presumed dead.  No one knows.

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

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

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

		BRUCE
<		Maybe it's something in the water.

Bruce returns Dick's smile.

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

132	INT. COSTUME VAULT - CONTINUOUS

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

133	INT. BATCAVE - CONTINUOUS

Alfred emerges as if nothing were wrong.

		BRUCE
	I need the Wayne Diamonds.

		DICK
	We gonna trap ourselves a snowman?

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

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

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

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

		ALFRED
	How, indeed?

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

		BRUCE
	When did I become the bad guy?

134	INT. BACK STAIRCASE - WALKING

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

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

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

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

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

They step through a doorway into...

135	INT. ALFRED'S QUARTERS - NIGHT - CONTINUOUS

		BRUCE
	I trust you, Alfred.

Alfred seems oddly pained by Bruce's words.

		ALFRED
	But I shan't be here forever.

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

		ALFRED
	Good night, Master Bruce.

135A	EXT. WAYNE MANOR - HALLWAY

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

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

135C	BACK TO SCENE

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

135D	INT. ALFRED'S QUARTERS - NIGHT

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

		COMPUTER
	Override engaged.  Copying protected
	files.

Alfred lifts a micro-recorder.

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

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

137	EXT. SOUTH AMERICAN JUNGLE - PRISON MORTE - NIGHT

A full moon shines over the hidden complex.

138	INT. TENTED GREENHOUSE LAB

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

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

(OVER) Bane SCREAMS in the distance.

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

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

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

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

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

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

Her lips glisten.  She leans in and kisses him.

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

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

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

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

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

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

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

141	EXT. SNOWY CONES ICE CREAM FACTORY - NIGHT

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

142	INT. SNOWY CONES ICE CREAM FACTORY

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

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

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

		FREEZE
	I find that unlikely.

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

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

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

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

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

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

The Bunny storms off.

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

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

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

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

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

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

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

		FREEZE
	Do you think I'm mad, Frosty?

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

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

		FREEZE
	Battling the bat exhausted my power.

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

		FREEZE
	But I was successful nevertheless.

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

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

146	Freeze has come to a frozen wall.

		FREEZE
	Leave us.  We need quality time.

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

148A	INT. FREEZE'S SUBTERRANEAN COLD VAULT

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

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

Freeze turns towards his research, heading back to work.

		FREEZE
	Nothing frustrates a man like a
	frigid wife.

149	INT. LIMBO - NIGHT

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

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

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

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

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

154			BATMAN
	We'll be starting again now.

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

156			BATMAN
	Pause virtual reality simulation.

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

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

WIDER

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

		DICK
	I got the diamond.  Quell problemo, Bruce?

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

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

		DICK
	I had it covered.

(OVER) A doorbell RINGS.

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

159	Ambient lights come up in the cave.

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

(OVER) the doorbell RINGS again.

		DICK
		(puzzled)
	Where's Al?

Dick heads for the door.

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

162	INT. WAYNE MANOR - FOYER - AFTERNOON

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

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

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

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

		DICK
	Mystery pizza delivery?

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

		DICK
	Please be looking for me.

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

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

		BARBARA
	Uncle Alfred?

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

		BRUCE & DICK
		(mouthing)
	Uncle?

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

		BARBARA
	How long has it been, Uncle Alfred?

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

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

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

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

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

		ALFRED
	Eventually she married a young
	physician.

166	EXT. WAYNE ESTATE - STABLES - WALKING - CONTINUOUS

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

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

		BRUCE
	You have?

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

		BARBARA
	I'm on break from-

		BRUCE
	Oxbridge Academy?

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

		BRUCE
	I recognized the accent.

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

		BARBARA
	What is it?  It's beautiful.

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

		DICK
	You can say that again.
		(catching himself)

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

		ALFRED
	You certainly will not.

		BARBARA
	Oh no, those things frighten me.

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

		ALFRED
	There's a lovely inn just down --

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

		BRUE
	Then it's settled.

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

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

170	EXT. GOTHAM AIRPORT - TARMAC _ NIGHT

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

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

		PAMELA
	Be gentle.  He's always been touchy.

		HANDLER
	Whatever you say, lady.

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

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

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

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

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

173	EXT. AIRPORT - TARMAC

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

174	INT. LIMO - NIGHT

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

		BUSINESSMAN
	There must be some mistake --

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

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

		PAMELA
	Love hurts.  In my case it kills.

175	THE REARVIEW MIRROR

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

		PAMELA
	Once around the park.

177	INT. ALFRED'S ROOM

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

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

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

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

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

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

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

178	Alfred TAPS his computer keyboard.

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

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

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

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

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

Barbara heads out, closing the door behind her.

180	INT. HALLWAY - CONTINUOUS

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

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

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

182	EXT. WAYNE MANOR - NIGHT _ CONTINUOUS

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

183	INT. WAYNE MANOR GARAGE - NIGHT - CONTINUOUS

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

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

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

185	INT. SNOWY CONES ICE CREAM FACTORY - NIGHT

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

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

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

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

185A	INT. FREEZE'S VAULT - NIGHT

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

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

186	INT. LIMOUSINE - DAY

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

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

187	EXT. GOTHAM OBSERVATORY - DAY _ESTABLISHING

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

188	INT. OBSERVATORY

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

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

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

		SCIENTIST
	Yes, if you'll watch the monitors -

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

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

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

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

		BRUCE
	Just don't point it at my bedroom.

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

		BRUCE
	Get married?  me?  No...

		JULIE
	No!?

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

		JULIE
	But soon...

		GERTY
	Soon?

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

		JULIE
	And?

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

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

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

FOLKS LAUGH, charmed.

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

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

		GUARD (OVER)
	Mr. Wayne?

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

		GUARD
	She doesn't have a pass, sir.

BRUCE smiles, waves off the guards with a gesture.

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

		PAMELA
	Dr. Pamela Isley.

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

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

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

		PAMELA
	I see you knew him.

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

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

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

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

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

		PAMELA
	Acceptable losses in a battle to save
	the planet.

		BRUCE
	People come first, Dr. Isley.

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

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

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

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

		BRUCE
	Perhaps you'd like to meet them.

Bruce nods and an Aide hands Pam an invitation.

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

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

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

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

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

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

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

193	INT. SNOWY CONES ICE CREAM FACTORY

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

		NORA
	Oh, Victor, it's beautiful.

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

197	PULL BACK TO REVEAL

Freeze sits watching the images on his screen.

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

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

		FREEZE
	I hate it when people talk during
	the movie.

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

		FREEZE
	One more diamond, my love.  One more.

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

202	EXT. GOTHAM BOTANICAL GARDENS - NIGHT

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

203	INT. GOTHAM BOTANICAL GARDENS - GREENHOUSE - NIGHT

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

203A	Batman and Robin stand by the stage.

		ROBIN
	You think Freeze will take the bait?

		BATMAN
	He'll be here.

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

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

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

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

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

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

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

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

		MAN #1
	Ten thousand for Chrysanthemum.

		MAN #2
	Twenty thousand for Lilac.

		MAN #3
	Thirty thousand for Rose.

		GOSSIP GERTY
	Boys, please.  Show some gusto.

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

205A	ROBIN-CLOSE.  Smiles.

		ROBIN
	Gorilla my dreams.

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

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

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

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

		IVY
	Hi there.

		MC
		(sputtering)
	And you are...

		IVY
	Poison.  Poison Ivy.

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

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

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

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

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

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

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

		IVY
	I'll take it from here, pal.

Ivy lifts the diamond, places it around her neck.

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

		MAN #1
	50 thousand for Poison Ivy - -

		MAN #2
	100 thousand for Poison Ivy - -

		BATMAN
	One million - -

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

The two lock eyes.

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

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

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

Batman reaches to his utility belt, draws a batarang.

		BATMAN
	Five million - -

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

		ROBIN
	Six million - -

		GOSSIP GERTY
	Is it getting nippy in here?

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

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

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

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

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

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

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

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

215D			FREEZE
	Alright, everyone, chill!

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

		FREEZE
	I should have been a decorator.

217	Freeze starts for the stage.

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

219	Batman SMASHES one Thug three times in the chin.

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

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

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

223	FREEZE climbs onto the stage to face Poison Ivy.

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

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

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

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

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

Freeze extends his gloved hand.

		IVY
	Well, if you insist.

Ivy hands him the diamond.

		FREEZE
	Clever little clover.

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

		FREEZE
	That's my exit cue.

FREEZE races for his truck.

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

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

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

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

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

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

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

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

228	EXT. GOTHAM CITY - NIGHT

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

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

229	INT. FREEZE'S TRUCK

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

230	EXT. FREEZE'S TRUCK - NIGHT

A giant freeze-gun atop the truck FIRES.

231	EXT. GOTHAM ROOFTOPS - NIGHT

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

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

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

234	INT. BATMOBILE

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

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

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

236	EXT. REDBIRD

		ROBIN
	I can make it.

237	EXT. STATUE'S ARM

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

238			BATMAN
	Pull back.

		ROBIN
	I can make it.

Robin SHOOTS a wheelie, overtaking the Batmobile.

239	INT. BATMOBILE

		BATMAN
	Redbird control codes.

240	MONITOR - CLOSE.  Schematics for the Redbird flash.

		BATMAN
	Disable engine.

241	EXT. REDBIRD - NIGHT

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

242	EXT. STATUE'S HAND - NIGHT

Freeze and his cronies split towards the separate fingers.

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

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

246	EXT. ROOFTOP ABYSS - NIGHT

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

246A	EXT. ROOFTOPS

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

247	EXT. STATUE'S HAND

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

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

250	EXT. ROOFTOPS ABYSS

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

251	INT. FREEZE'S TRUCK - NIGHT

		FREEZE
	It's a cold town.

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

252	EXT. FREEZE'S TRUCK - NIGHT

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

252A	EXT. STATUE'S HAND - NIGHT

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


254	INT. BATMOBILE

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

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

257	EXT. ROOFTOP ABYSS

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

257A	EXT. LOWER ROOFTOPS

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

258	EXT. NIGHT SKY

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

260	INT. FREEZE'S TRUCK - NIGHT

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

		FREEZE
	Uh-oh.

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

263	EXT. FREEZE'S TRUCK

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

267	EXT. LOWER ROOFTOP

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

		BATMAN
	I'm putting you on ice.

268	EXT. WAYNE MANOR - NIGHT - VFX

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

269	INT. BATCAVE - NIGHT

Bruce and Dick argue.

		DICK
	I could have made the jump.

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

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

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

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

Dick is right up in Bruce's face.

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

270	INT. ALFRED'S QUARTERS - NIGHT

Alfred is completing a cassette tape.

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

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

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

		BRUCE
	Thanks.

But the billionaire seems anything but celebratory.

		ALFRED
	Is there something wrong, sir?

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

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

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

270B	BACK TO SCENE

		BRUCE
	But I can't can I?

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

271	INT. WAYNE MANOR GARAGE - NIGHT

The competition bike's headlight goes out.

272	WIDER

Barbara walks the bike steahtlfully back into the garage.

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

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

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

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

275	EXT. ARKHAM ASYLUM - NIGHT

Moonlight illuminates the familiar castle out of
nightmare.

276	INT. ARKHAM ASYLUM CORRIDOR

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

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

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

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

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

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

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

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

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

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

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

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

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

281	EXT. GOTHAM ALLEY - NIGHT

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

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

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

283	INT. BLOSSOM STREET TURKISH BATHS - NIGHT

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

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

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

		IVY
	Ah, a minus.  Current tenants.

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

		GOLUM
	Hello, pretty.

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

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

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

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

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

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

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

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

		IVY
	Also, what is this floor?

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

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

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

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

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

		IVY
	Let's see if I can do better.

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

Ivy lifts the Welcome to Gotham Bauble in her hand.

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

290	INT. WAYNE MANOR - LIVING ROOM - NIGHT

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

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

		IVY
	Bruce?

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

		JULIE
	You're not even listening to me.

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

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

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

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

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

		BRUCE
	Wild doesn't exactly cover it.

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

		BRUCE
	I wouldn't bet on that.

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

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

		JULIE
	Who's Ivy?

		BRUCE
	What?

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

		BRUCE
	I wish I knew.

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

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

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

		DICK
	Enhance detail, 14 to 19.

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

		DICK
	Who are you?

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

		COMPUTER
	Alert!  Unauthorized motion within
	specified parameters.

		DICK
	Got ya!

Dick is up fast, heading for the door.

295	INT. WAYNE MANOR GARAGE - NIGHT - MINUTES LATER

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

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

296	EXT. GOTHAM ALLEY - NIGHT

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

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

		BARBARA
	What's the entry fee?

		BANKER
	Two-fifty.

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

		SPIKE
	You got a handle?

		BARBARA
	Folks call me Three-Jump.

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

Barbara smiles.

		BARBARA
	How about a side bet?

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

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

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

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

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

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

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

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

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

		SPIKE
	Crazy broad.

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

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

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

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

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

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

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

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

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

		DICK
	So, this is where you hang out.

316	EXT. GOTHAM BRIDGE - NIGHT

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

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

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

Barbara tries to hand Dick her winnings.

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

		DICK
	Keep it.

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

		DICK
	Hey, what's your problem?

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

Dick pats the back of his seat.

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

319	INT. WAYNE MANOR - GARAGE

Dick and Barbara dismout.

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

		DICK
	You'd be surprised.

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

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

They head towards the entrance tot he house.

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

		DICK
	What are you talking about?

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

320	INT. WAYNE MANOR - FOYER - WALKING - CONTINUOUS

		DICK
	Alfred and Bruce are like family.

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

		DICK
	Alfred's happy here.

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

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

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

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

		BRUCE (OVER)
	Alfredís not sick.

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

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

		DICK
	But he's never said a word-

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

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

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

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

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

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

322	WIDER

A GUARD stands by the door.

		GUARD
	Your sister's here to see you.

323	FREEZE - CLOSE.  Puzzled.

		FREEZE
		(to himself)
	Sister?

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

324	INT. ARKHAM LOCK-UP - NIGHT

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

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

Bane ENTERS, walks to Freeze's suit.

326	INT. FREEZE'S CELL

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

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

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

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

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

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

327	INT. ARKHAM HALLWAY - HALLWAY

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

328	INT. FREEZE'S CELL

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

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

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

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

		GUARD
	Right

		GUARD #2
	Whatever.

		IVY
	I really am to die for.

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

		FREEZE
	Impressive

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

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

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

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

		FREEZE
	Ah, a laundry service that delivers.

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

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

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

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

Freeze opens his sleeve compartments.  Empty.

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

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

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

		IVY
	Not good.

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

		FREEZE
	No gun.  How disarming.

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

		FREEZE
	Dear daisy, don't despair.

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

		FREEZE
	Always winterize your pipes.

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

338	EXT. ARKHAM ASYLUM - NIGHT

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

339	INT. ARKHAM ASYLUM - FREEZE'S CELL

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

		IVY
	I hate heights.

340	The cell door flies off its hinges.

		FREEZE
	You'll hate prison more.

The three villains jump.

341	EXT. ARKHAM ASYLUM - NIGHT

Three tiny figures plummet towards the fast rushing waters
below.

342	INT. WAYNE MANOR - NIGHT - WALKING

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

		BRUCE
	Are you well, old friend?

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

		ALFRED
	I am as well as can be expected.

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

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

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

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

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

		BRUCE
	Not all heroes wear masks.

Alfred smiles.

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

		ALFRED
	Yes?

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

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

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

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

343	INT. LIMO - NIGHT

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

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

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

The Batmobile SCREECHES up.  Batman and Robin race inside.

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

		IVY
	You leave Batman and Robin to me.

Freeze looks skeptical.  Ivy smiles seductively.

		IVY
	Trust me.  Vegetable magnetism.

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

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

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

		FREEZE
	You will rescue my wife

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

346	INT. FREEZE'S LAIR

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

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

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

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

		BATMAN
	I know.  The feeling just vanished.

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

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

		ROBIN
	I'm totally over her.  Positively.

		BATMAN
	Me too.  Great stems, though.

		ROBIN
	Umm-hmmmm.

		BATMAN
	Definitely.

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

		ROBIN
	How did you...?

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

346B	INT. FREEZE'S VAULT

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

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

		ROBIN
	Can he save her?

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

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

346C	INT. SNOWY CONES FACTORY - INDUSTRIAL BASEMENT

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

		BATMAN
	No beauty...

		ROBIN
	Just the beast.

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

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

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

The two begin to fight atop the stairs.

346D	INT. SNOWY CONES ICE CREAM FACTORY

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

		FREEZE
	I hate uninvited guests.

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

346E	INT. SNOWY CONES INDUSTRIAL BASEMENT

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

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

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

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

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

346G	INT. SNOWY CONES FACTORY

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

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

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

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

346I	INT. INDUSTRIAL BASEMENT - TOP OF STAIRS

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

346J	INT. BASEMENT FLOOR

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

		IVY (OVER)
	Her pretty birdie.

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

		ROBIN
	Give it up.  If you threw yourself-

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

She leans in, lips pursed.

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

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

		IVY
	I must be losing my touch.

346L	INT. SNOWY CONES FACTORY

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

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

		FREEZE
	Stick around.

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

Freeze's watch begins to flash.  No power.

346M	INT. CATWALK

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

346N	INT. CONVEYOR BELT

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

		IVY
	You bring out the animal in me.

		BATMAN
	I should have brought my leash.

		IVY
	Enough sweet talk.

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

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

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

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

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

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

346O	INT. SNOWY CONES ICE CREAM FACTORY

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

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

		FREEZE
	Ahh.  Chilled to perfection.

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

346P	WIDER

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

		FREEZE
	Superman, eat your heart out.

Freeze starts towards his weapons locker.

346Q	INT. INDUSTRIAL BASEMENT

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

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

346S	INT. SNOWY CONES ICE CREAM FACTORY

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

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

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

		FREEZE
	All right coppers, Freeze.

He FIRES.

346T	INT. INDUSTRIAL BASEMENT

Ivy has Robin up against a giant vat.

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

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

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

		ROBIN
	What are you talking about?

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

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

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

		BATMAN
	Damn.

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

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

Batman looks around.  Ivy and Bane are gone.

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

But the caped crusader doesn't have an answer.

347	INT. FREEZE'S HIDDEN CHAMBER

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

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

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

350	INT. BLOSSOM STREET TURKISH BATHS - DAWN

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

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

		IVY
	Make yourself right at home.

		FREEZE
	Where is my wife?

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

		FREEZE
	You lie!

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

		IVY
	I'm sorry.

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

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

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

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

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

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

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

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

		FREEZE
	Adam and Evil.

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

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

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

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

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

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

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

		FREEZE
	Inspired, Ms. Ivy.

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

393A	INT. WAYNE MANOR - UPSTAIRS HALLWAY _ EVENING

Barbara and Dick stand talking to a DOCTOR.

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

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

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

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

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

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

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

394B	BACK TO SCENE

		BRUCE
	I love you, old man.

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

They embrace.

395	INT. WAYNE MANOR - FOYER

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

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

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

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

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

		DICK
	Like hell you do.

		BRUCE
	Dick, don't push me right now.

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

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

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

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

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

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

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

But Bruce doesn't answer.

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

Barbara stands over the old man.

		BARBARA
	I'm sorry.  I was too late.

		ALFRED
	Too late for what, dear child?

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

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

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

		ALFRED
	You must do something for me.

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

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

		BARBARA
	What is it?

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

And with that his eyes close.

		BARBARA
	Uncle Alfred?

400	INT. GOTHAM OBSERVATORY - NIGHT

A black tie gala celebrating the telescope unveiling.
PAMELA ISLEY stands in the center of the room.  Alone.
Her drab outfit and demeanor make her anything but a
conversation magnet.

Bruce and Julie ENTER, smiling through the storm of
FLASHBULBS, and the crowd of PRESS, being greeting
guests.  Commissioner Gordon steps away, reaches for
champagne off a try.

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

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

GORDON - CLOSE.  Stunned.  And suddenly in love.

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

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

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

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

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

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

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

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

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

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

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

		JULIE
		(arriving)
	Bruce?  What are you doing?

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

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

		BRUCE
	Well, define 'propositioning'.

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

		JULIE
	Make a choice, Bruce.  Her or me.

		BRUCE
Well...um...her.

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

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

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

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

402A	WIDER

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

		BRUCE
	Does that mean dinner's a no?

Pam has already pushed past him, out the door.

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

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

Freeze stands, putting on his suit.

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

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

Freeze and his battalion head into the night.

404	EXT. POLICE HQ - ROOF - NIGHT

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

		IVY
	Let there be light.

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

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

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

		BARBARA
	Only family can be trusted?

Barbara slides the disk into her computer.

		COMPUTER
	Access denied.  Protected files.

		BARBARA
	Perhaps you didnít give me your
	genes.  But you gave me your heart.

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

406A	INT.-WAYNE MANOR-HALLWAY-NIGHT

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

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

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

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

		ALFRED (OVER)
	Right here, sir.

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

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

Bruce stares a beat.  Then he smiles.

		BRUCE
	It's good to see you.

		ALFRED
	What seems to be the problem?

		BRUCE
	Women.

		ALFRED
	That, sir, does not compute.

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

		ALFRED
	Specify, please.

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

		ALFRED
	Coming on line now, sir.

A spinning Isley appears on the monitor.

		BRUCE
	What was her area of research?

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

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

		BRUCE
	Pheromones?

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

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

A spinning Ivy appears beside the spinning Isley.

		BRUCE
	Deconstruct and resolve.

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

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

Suddenly ALERT panels start flashing.  ALARMS SOUND.

		BRUCE
	What is it?

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

408A	INT. WAYNE MANOR - NIGHT

Barbara is still hacking away at the disk.

		COMPUTER
	Access code accepted.

		BARBARA
	This better be one hell of a
	secret.

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

		BARBARA
	Oh my God.

409	EXT. GOTHAM STREET

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

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

410	PAN UP

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

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

412	INT. BATCAVE - NIGHT

THE ROBIN SIGNAL glows on the central monitor.

WIDER

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

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

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

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

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

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

		BRUCE
	She wants to kill you.

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

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

Dick doesn't answer.

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

416	INT. OBSERVATORY - TOWER PLATFORM

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

ON THE FLOOR BELOW Freeze and Bane Enter.

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

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

		SCIENTIST
	Who the hell is this nutball?

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

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

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

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

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

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

Freeze smiles at the mighty telescope.

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

419	INT. BATCAVE - NIGHT

Dark.  Dormant.  The automatic activation sequence engages.
Ambient lights come on.  Computers flicker into life.

The giant Batmobile pedestal begins to rise.  On it, no
car but a single figure standing now in the center of the
cave.  Barbara.

419A	BARBARA - CLOSE.	Eyes wide with awe.

Barbara walks to the main terminal of the Batcomputer.
Touches the console.  The Alfred simulation appears on
screen.

		BARBARA
	Uncle Alfred?

		ALFRED
	In spirit only, I'm afraid.

		BARBARA
	The boys need help.

420	The image of Alfred stares at her a beat.  Then smiles.

		ALFRED
	Your mother would be proud.

421	MAIN SCREEN - CLOSE.  Flickers into life.  Costume
schematics turn.

		ALFRED
	Forgive my being personal, dear
	girl, but I must know your size.

421A	EXT. BLOSSOM STREET TURKISH BATHS

Robin arrives the entrance to the dark baths, lush,
inviting, mysterious.  He passes the giant bird signal
chained to the door, the spotlight shutting out as he
disappears inside.

422	INT. BLOSSOM STREET TURKISH BATHS

Giant floral fans spin.  Leaf curtains undulate.  Fruits
burst with color.  In the center of the cave, a giant bed
of buds.  Ivy touches the buds.  All instantly blossom.

		ROBIN (OVER)
	Is your thumb the only part of
	you that's green?

Ivy looks up.  A figure stands in the darkness.  She smiles.

		IVY
	You'll just have to find out.

Ivy extends her hand.  Robin steps out of the shadows.

423	INT. GOTHAM OBSERVATORY - TOWER PLATFORM - NIGHT

Freeze attaches the icing engine to the telescope.  Bane
finishes laying his explosive charges, joins Freeze.

		FREEZE
	Big family?  Like pets?  Don't talk
	much, do you?

424	Freeze engages the engine.  Suddenly the entire pedestal
is washed in a blue wave of freezing cryonic energy.

425	EXT. OBSERVATORY - NIGHT

The ambient ice wave spreads down, encasing the old
structure.  The nearby banks whiten, turning into snow
cliffs, the river freezing into an icy channel.  The
Observatory has transformed into a fortress of ice.

426	INT. BATCAVE

A SERIES OF SHOTS.  Boots are pulled on.  A slim utility
belt LOCKS.  A cape WHIPS over a lithe female back.

427	INT. BLOSSOM STREET TURKISH BATHS

Ivy sits on the bed, draws Robin down beside her, faces
close.

		IVY
	I'm glad you came.  I can't breathe
	without you.

		ROBIN
	I want us to be together.  But I
	need to know you're serious about
	turning over a new leaf.  I need a
	sign.

		IVY
	How about dangerous curves?

		ROBIN
	Of trust. Tell me your plan.

		IVY
	Kiss me and I'll tell you.

		ROBIN
	Tell me and I'll kiss you.

		IVY
	Freeze has turned the new telescope
	into a freezing gun.  He's about to
	turn Gotham into an ice cube.

		ROBIN
		(recoiling)
	I've got to stop him.

		IVY
		(pulling him back in)
	One kiss, my love.  For luck.

Robin can't resist.  They kiss.  Ivy pulls back, holds his
gaze.

		IVY
	Bad luck, I'm afraid.  It's time to
	die, little bird.

		ROBIN
	What do you mean?

		IVY
	You should have heeded your pointy-
	eared pal.  These lips can be murder.

		ROBIN
	Then you never loved me?

		IVY
	Love you?  I loathe your bipedal
	arrogance, your animal superiority.
	My only joy is knowing that even now
	my poison kiss is sucking the life
	from your ape-like face.

		VOICE(OVER)
	I'm not saying I told you so.

428	Ivy spins.  From the shadows, a figure emerges.  Batman.

		IVY
	You're too late.  Say bye-bye birdie.

		ROBIN
	Sorry to disappoint you.  But rubber
	lips are immune to your charms.

Robin peels a rubber coating from his mouth.  Ivy stares
in dismay.

428A			BATMAN
	Robin and I found the cure to your
	evil spell.  And that's teamwork.

428B	Then she SCREAMS her rage. She shoves Robin into the
lily pool, the Boy Wonder immediately tangled into predatory
vines.

428C	MORE VINES wrench Batman hanging upside down to the
ceiling, the stalks squeezing our heroes.

		IVY
	Sorry, boys, my vines have a little
	crush on you.

Ivy begins leaping across lily pads towards the exit.

		IVY
	Gotta run.  So many people to kill.
	So little time.

431	THE SKYLIGHT - EXPLODES.  The room fills with moonlight.

432	A figure comes flipping down from above.  Long cape.  Tall
ears.  Black leather. BATGIRL.

		BATGIRL
	You're about to become compost.

433	Ivy and Batgirl begin a furious martial arts battle.
(CHOREOGRAPHY TO COME).

BATMAN pulls a bat-knife, begins cutting himself free.

ROBIN struggles to untangle himself from the aquatic vines.

BATGIRL is fighting Ivy, feet flying, hands moving like
lighting.

		BATGIRL
	Using feminine wiles to get what
	you want.  Trading on your looks.
	Exploiting men's weakness for sex.
	Read a book, sister.  That passive-
	aggressive crap went out in the
	seventies.  Chicks like you give
	women a bad name.

BATMAN deftly slashes through his captor vines.

ROBIN struggles, trying to free himself

IVY gets the upper hand, backs Batgirl against the wall.

		IVY
	As I told Lady Freeze when I pulled
	her plug, this is a one woman show.

		BATGIRL
	I don't think so.

438	Batgirl grabs Ivy's hair, knocking her out with a knee
to the forehead, then batcuffs her.

BATMAN cuts himself freed, drops to the floor to face Batgirl.

ROBIN pulls himself, dripping, from the pool.

438A			BATMAN
	And you are?

		BATGIRL
	Batgirl.

		BATMAN
	That's not awfully PC.  How about
	Batwoman?  Batperson?

		BATGIRL
	It's me.  Barbara.  I found the cave.

		ROBIN
	We gotta get those locks changed.

		BATMAN
	She knows who we are.

		ROBIN
	I guess we'll just have to kill her.

		BATMAN
	Kill her later.  We've got work to do.

439	The three heroes race into the night.

440	INT. GOTHAM OBSERVATORY - TELESCOPE PLATFORM - NIGHT

Freeze stands on the platform, giant telescope in his
hands.  (OVER) approaching SIRES.

		FREEZE
	1-Adam 12, 1-Adam-12, see the mad
	scientist with the freezing ray.

441	A SQUAD OF CRUISERS SCREAM up the avenue towards the
observatory, their bubble lights flashing.

		FREEZE
	Cops on the rocks, anyone?

444	He FIRES a giant blue beam of cryonic energy at the
street below.

445	THE COP CARS become skidding, SCREECHING cubes of ice,
They SHASH into each other, EXPLODE into a pyre of raging
flames.

		FREEZE
	Police are so hot tempered these
	days.  Don't you agree, Mr. Bane?

449	EXT. FROZEN RIVER BANKS

A sleek one man ice sail (THE BATSLED) blows out onto
the frozen water.  Robin is at the helm.

450	A modified white Batmobile on rocket skis (THE
BATHAMMER), BLASTS onto the ice, falling in alongside
the Batsled.  Batman drives.

A single-bladed, rocket snowcylce (THE BATBLADE), whips
onto the ice, falling into the attack line.  Batgirl helms
the craft.

The bat-force BLASTS upriver towards the icy Observatory.

452	INT. GOTHAM OBSERVATORY - ELESCOPE PLATFORM - NIGHT

TELESCOPE VIEWFINDER - CLOSE.  The Batvehicles are visible
through the lens.

453			FREEZE
	Ivy failed to unmask the Dynamic
	Duo.  No matter, the Bat and Bird are
	mine at last.  Watch, Batman, as your
	beloved Gotham freezes.  And prepare
	to die.  Because you're next.

Freeze points the telescope downtown.  He FIRES

454	EXT. GOTHAM STREET - NIGHT

Folks walking their dogs, drinking on stoops, kissing
against alley walls, mailboxes, lampposts, the pavement
itself, are all suddenly encased in glistening ice.

455	EXT. OBSERVATORY RIVER BANKS - NIGHT

		FREEZE (OVER)
	The Bat-allion approaches.  Icemen.
	Attack.

FREEZE'S TRUCK bursts through the mists, BLASTING down the
frozen river on blades, two pairs of icemen hanging from
tail lines on skis, machine guns BLAZING.

456	INT. BATHAMMER - NIGHT

		BATMAN
	Attack plan alpha.

Batman peels left.

457	EXT. BATSLED - NIGHT

		ROBIN
	Alpha.  Roger.

Robin peels right.

458	EXT. BATBLADE - NIGHT

		BATGIRL
	Alpha.  Got it.
		(a beat)
	What the hell is attack plan Alpha?

459	EXT. BATSLED - NIGHT

		ROBIN
	Divide and conquer.

Robin is flying downriver.  One pair of icemen sweep out
alongside the truck, heading towards Robin's billowing
craft, guns FIRING.

460	EXT. BATBLADE - NIGHT

A second pair of skiing icemen whip towards Batgirl, their
guns SPITTING rounds of shells into the ice around her.

460A	EXT. FREEZE'S TRUCK

Side mounted rocket launchers FIRE towards the Bathammer,
BLOWING holes in the ice.

461	EXT. BATHAMMER

Batman maneuvers, managing to swerve around the sudden,
steaming pools.  He GUNS the TURBOS, heading straight
for the truck.

462	EXT. BATSLED

The two icemen bearing down on Robin release their
tethers, converging on the Batsled, guns FIRING madly.

		ROBIN
	Tack.

Robin pulls the boom and the sail LUFFS.  His boat suddenly
changes course and the two skiers COLLIDE, flying onto the
ice.

		ROBIN
	Boy, I hope Freeze hires these guys
	by the dozen.

471	EXT. BATBLADE

The skiers are closing fast.  Batgirl hits a key and a
status panel displays a menu of the Batblade's special
modifications.

		BATGIRL
	Nice extras package.

472	PANEL - CLOSE.  Barbara selects a setting called Ice
Cutter.

473	THE BATBLADE scythe peels back, revealing a sharper blade.

474	BATGIRL uses her deft driving skills to spin and side-
skid, her blade sending a wave of frozen ice into the
faces of the icemen, the villains tumbling in backwards
somersaults across the ice.

		BATGIRL
	That's what I call a close shave.

478	EXT. BATHAMMER

Batman is shooting the center of the frozen river, heading
straight for the ice truck, its side guns BLAZING.

480	INT. BATHAMMER

Batman hits a control stud.

482A	EXT. BATHAMMER

Two torpedoes shoot out of the Bathammer chassis, hitting
the frozen river directly in front of Freeze's truck, ice
flying skyward in a tremendous EXPLOSION.

482B	EXT. FREEZE TRUCK

The driver can't swerve in time, the hole in the ice dead
ahead.

482C	EXT. FREEZE TRUCK

The truck hits the steaming pool, flipping up, nose
first, and begins to sink into the icy waters.

482D	INT. BATHAMMER

Batman races past the sinking truck, Icemen crawling to
safety.

		BATMAN
	Don't sink and drive.

482E	EXT. FROZEN RIVER

Under the pulse of Freeze's BEAMS hitting the city, the
Batvehciles fire TURBOS, closing in on the Observatory.

483	INT. GOTHAM OBSERVATORY - TELESCOPE PLATFORM - NIGHT

Freeze tilts his gun down towards the frozen river below.

		FREEZE
	Not so fast.  Time you cooled your heals.

Freeze FIRES.

484	EXT. FROZEN RIVER - NIGHT

The frozen channel ahead of the bat-force is hit by the
FREEZING RAY.  A giant wall of rock-hard ice forms, block-
ing the river.

485	INT. BATHAMMER - NIGHT

Batman hits a console stud marked:	EMERGENCY BURN.

488A	EXT. FROZEN RIVER

The Bathammer engines ROAR, the Bathammer BLOWING straight
through the frozen wall in an EXPLOSION of ice.

488B	THE BADTBLADE and the BATSLED shoots up the face of the ice
wall on either side of the Bathammer, soaring over the
top of the mountain of snow.

488C	EXT.  BATSLED - FLYING

		ROBIN
	Youwsa!  Nothing but air.

488D	EXT. BATBLADE - FLYING

		BATGIRL
		(to the old 60's Batman theme)
	Batgirl, Baatgirl, Baatgirl.

488E	EXT. FROZEN RIVER

The Batsled and the Batblade hit the ice running, WHIPPING
in alongside the speeding Bathammer.

The Batvehicles BLAST towards the Observatory.

489	INT. OBSERVATORY - TELESCOPE PLATFORM - NIGHT

Freeze stares at a monitor.  The bat-team is now below the
observatory, at the base of the giant ice cliffs.

		FREEZE
	Mr. Bane, I'll finish off the city.
	You, as they say in showbiz, are
	on.  Take the boys and kill the kids.
	But bring me the Bat.

490	A GIANT CLOCK TOWER - CLOSE.  11:49

		BATMAN (OVER)
	We have eleven minutes to stop Freeze
	And thaw the city.

PAN DOWN

491	EXT. ICE CLIFFS - NIGHT

492	Three tiny figures scale the ice using pitons and ropes.
PUSH IN.

		BATGIRL
	This is easy.

		ROBIN
	Crimefighter's rule number one:
	never say that.

		BATGIRL
	Why?

493	THE LEDGE ABOVE THEM.  Suddenly a score of ice-climbing
thugs pour over the edge on ropes, sliding down, FIRING
their guns madly.

494			ROBIN
	That's why.

495	A SHOOTER comes flying down a rope straight towards them,
496	guns BLAZING.  Robin swings wide on his rope, grabbing
Batgirl, pulling her out of the line of fire.  They hit a
snow bank and roll.

		BATGIRL
	Does this mean we're going steady?

497	Four figures land on the snow beside them.  Icemen, guns
drawn.

498	EXT. ICE CLIFFS - NIGHT

Batman uses batpitons to pull himself up onto a ledge just
below the Observatory.  That's when another wave of Icemen
descend on him from the mists.

Batman reaches for a batarang.  A beat.  Then he smiles.

		BATMAN
	Let's do this the old-fashioned way.

Batman leaves his batarang belted, begins wailing on the
Icemen using only his hands and feet, flying back fists,
and spinning roundhouse kicks felling the thugs one
after another.

505	EXT. ICE CLIFFS - NIGHT

Robin and Batgirl move back to back, surrounded now by a band
of Icemen.  Robin notices a heavily cantilevered overhang of
snow.

			ROBIN
	Crimefighter's rule number two.

			BATGIRL
	I'm afraid to ask.

			ROBIN
	Be ready for anything.

506	Robin puts his hands together and YELLS.  The ECHO shoots
up the hill.  A tremendous RUMBLING comes back down, the
overhang of snow dumping on several Icemen.

508	Robin does a standing backflip into the Thugs behind him.

509	Batgirl goes down, taking out several more with a deft leg
sweep.

			BATGIRL
		(kicks a thug)
	Pow!
		(punches another)
	What!
		(backhands a third)
	Kazow!

		ROBIN
		(fighting)
		What exactly are you doing?

		BATGIRL
		I don't know.  It just feels right.

510	Batgirl and Robin begin fighting their way through the
Icemen up towards the Observatory.

511	INT. OBSERVATORY - NIGHT

Batman pulls himself up onto the aperture ledge as Robin
and Batgirl climbs in from the other side.  The giant
chamber is empty, the telescope still aimed at Gotham.

		BATMAN
		No sign of the snowman.

		ROBIN
		Maybe he melted.

512	Batman SHOOTS a batgrapple into the ceiling, swings
across the room, dropping two bat-charges at the feet of
the frozen Scientists, continues his swing landing on the
telescope platform.

BATGIRL AND ROBIN swing onto the Telescope platform to
join Batman.

513	THE BAT CHARGES begin to glow, their radiating heat
starting to melt the Scientists.

513A			BATGIRL
	I hope you've got about ten million
	more of those little toys.

514	Batgirl points at the control console clock.  11:52

515			ROBIN
	Eight more minutes and a city full
	of Gothamites are ice cubes forever.

		BATMAN
	Sunlight could reverse the freezing
	process.

		BATGIRL
	Sunrise isn't for five hours.

		BATMAN
	Here.

		ROBIN
	But it's morning in the Congo.

516	Batman points to a screen showing a graphic represent-
tation of the satellites in orbit.

		BATMAN
	If we could relay the sunlight-

		ROBIN
	From the other side of the equator-

		BATGIRL
	It'll take the satellites about a
	minute to re-align, but...damn!

		ROBIN
	Damn?  Damn is not good.

		BATGIRL
	Those targeting mirrors are frozen.
	The sun beam won't work.

517	PULL BACK TO REVEAL TWO SMALL MIRRORS sitting on the
telescope barrel.  Both are encased in ice.

		BATMAN
	I'll set the telescope.  You two
	thaw the mirrors.

518	Batgirl and Robin race out onto the telescope, each
pulling a laser from their utility belts.

		BATGIRL
	I love this belt.  Can I get a
	matching handbag?

519	Their LASERS FLARE.  Batgirl and Robin begin thawing the
mirrors.

520	BATMAN goes to the main console, begins working the
keyboard.

		BATMAN
	Who ever thought Aunt Harriet's
	typing lessons would lead to this?

521	EXT. EARTH - VIEW FROM SPACE

Satellite thrusters FIRE.  The giant orbital mirrors
begin to turn.

522	INT. OBSERVATORY

MONITOR - CLOSE.  Graphic satellites begin to adjust.
TARGETING flashes over a blinking graphic of Gotham
A digital clock reads:  11:54.

523	BATMAN - POV.  As he aims the telescope.  The skyline
524	through the crosshairs is suddenly obscured by a blur as
Freeze drops from the rafters onto the telescope, his face
now visible in the targeting scope.

		FREEZE
	Tonight's forecast...
		(smiles)
	...a freeze is coming!

526	Freeze grabs Batman and hurls the caped crusader up over
his head onto the telescope barrel, using his free hand to
yank the telescope control joystick.  The telescope tilts
sharply downward.

527	BATGIRL AND ROBIN tumble down the telescope barrel,
rolling towards the lens and the drop TO the city below.

528	BATMAN tumbles, rights himself, spins.

529	BATMAN - POV.  Freeze is climbing towards the control
530	console.  Batgirl and Robin are rolling towards the end
of the telescope.

531	No way to get both.  A beat.  Batman rushes towards
Freeze.

532	EXT. OBSERVATORY

Batgirl and then Robin tumble off the end of the
533	telescope, dropping towards the city below.

534	INT. OBSERVATORY - TELESCOPE PLATFORM

Freeze has reached the main telescope control.  He hits
a switch.

535	MONITOR - CLOSE.  Graphic satellites blink red under the
flashing message:  TARGET LOCK DISABLED.  Clock reads: 11:56

535A	EXT. SPACE

THRUSTERS quit as the satellites stop turning.

535B	INT. OBSERVATORY - TELESCOPE

Batman is struggling up the slope of the telescope towards
Freeze.

535C	Freeze pulls the control level.  The telescope begins
to tilt and spin madly, the ambient condensation creating
an indoor snowstorm.

Batman goes down, hanging from the telescope frame.

542	EXT. OBSERVATORY

BATGIRL is plummeting towards the city below.  Robin is
543	falling a couple of feet above her.  He FIRES a bat tether
over his head.

544	ROBIN'S GRAPPLE secures in a glacier-like overhang.

545	ROBIN reaches down for Batgirl as Batgirl reaches up
towards him.

547	INT. OBSERVATORY - TELESCOPE

Batman flips himself back up onto the wildly spinning
telescope, advancing on Freeze and the control console.

		BATMAN
	Millions will die so you can save
	on air conditioning.  Isn't that
	taking self help a little too far?

548	Freeze draws his pistol.

		FREEZE
	We aim to...
		(fires)
	...Freeze.

Batman deflects the blast with his suit armor.

		FREEZE
	That's new.  Let's swing.

550	Freeze smashes the control joystick to the stop, the
telescope's spin accelerating, swinging towards...

551	THE TWO SCIENTISTS have finally melted, stand drenched
on the Tower Platform, the massive Telescope now careening
towards them.

		SCIENTIST
	This just isn't my day.

551A	THE TELESCOPE SMASHES directly into the TOWER PLATFORM.
The platform begins to topple.

551B			ASSOCIATE
	Up, up and away.

551C	As the platform falls CRASHING onto the floor below, the
two PhDs leap, landing safely on the swinging telescope,
hanging on to the tensioning bar for dear life.

551D			SCIENTIST
	PhDs rule!

551E	FREEZE is thrown by the impact of the telescope hitting
the tower into the Telescope Platform rail, his gun falling
to his feet.

553	EXT. OBSERVATORY

Robin's hand is inches from Batgirl's, the city coming up
fast.

554	INT. OBSERVATORY - TELESCOPE CONTROL PLATFORM

Freeze is scrambling for his gun.  Suddenly a figure looms
above him.  Batman.

555	Freeze draws.  Batman kicks the gun out of his hand.  The
two begin to fight on the twirling platform.  A battle of
titans.

		BATMAN
	You've turned Gotham to ice.
		(a right)
	You've endangered countless lives.
		(a left)
	It's payback time.

555A	Batman KNOCKS Freeze with a mighty punch, hurling him
onto the back of the telescope.  Batman turns towards the
console, TYPING commands.

555B	MONITOR - CLOSE.  TARGETING.  Graphic satellites flash
green.  Clock reads:  11:58

555C	THE MIRRORS overhead open, beginning to glow with ambient
sunlight.

555D	Freeze SCREAMS at the emerging light, leaping onto
Batman, sending the caped crusader sprawling onto the
barrel of the telescope.  He advances on the fallen bat.

555E	Freeze kicks Batman hard in the face, the hero rolling
down the telescope towards the opening and Gotham beyond.

556	EXT. OBSERVATORY

Robin grabs Batgirl's hand as Batgirl FIRES a batarang
557	from her wrist.  Robin's tether pulls taught, the boy
wonder holding Batgirl dangling over the city.

		ROBIN
	I've got you.

558	ROBIN'S GRAPPLE rips free from the melting ice.

559	BATGIRL'S GRAPPLE hits the metal roof above.  Holds firm.

560	ROBIN'S line tears free, Robin falling as Batgirl's
tether pulls tight, Batgirl now holding Robin
dangling above Gotham.

561			BATGIRL
	No.  I've got you.

She pulls him eye level.  The two hang suspended, face to
face.

562	INT. OBSERVATORY

Batman is tumbling towards the open slat and Gotham below.

565	He slows his fall, stopping on the barrel.

		VOICE (OVER)
	Wow.  Batman.

WIDER.  The two Scientists are clinging to a targeting groove
along the body of the barrel.

		SCIENTIST
	I've seen you on TV.

566	BATMAN - POV.  Freeze is heading back to the control
panel.

		BATMAN
	Nice to meet you.  Can you give me
	any more height on this thing?

567	The Scientist reaches down to a red EMERGENCY lever.

		SCIENTIST
	Going up.

568	He pulls the lever and the telescope tilts straight up,
569	sending Batman soaring into the air towards the dome
above.

570	Batman flips in mid air, dives, SMASHING directly into
Freeze, the villain CRASHING over the edge of the control
platform and into the freezing engine.

571	THE MIRRORS overhead align, the beams of sunlight hitting
the freezing engine.

Freeze is struck by the rays, the sun penetrating his
damaged suit.

571A	THE TELESCOPE activates, a powerful THAWING BEAM shooting
from it's giant lens.

572	Batman turns to Freeze, the villain beginning to gray and
wither.

		BATMAN
	You're loosing your cool

		FREEZE
	I think not.  There'll be no hot
	time in this old town tonight.
		(pulls a remote)
	You'll get a charge out of this.

573	He presses a button.  As Freeze rolls out of the sunlight,
falling towards the floor below, CHARGES around the tele-
scope base EXPLODE.

574	The TELESCOPE tilts, dropping out of the open slat
towards Gotham, taking a chunk of observatory floor with
it.

575	EXT. OBSERVATORY

Robin and Batgirl are just pulling themselves onto an ice
ledge beneath the dome slat as the giant telescope carrying
Batman and the two Scientists plummets over them towards the
city below.

575A			ROBIN
	Now that's what I call an exit.

		BATGIRL
		(looking past Robin)
	Please tell me he's on our side.

A figure steps out from behind the ice.  BANE

575B	Robin coils, leaps into a spinning roundhouse, but Bane
KNOCKS him away, the boy wonder flying hard into the snow.

The monster begins advancing on Batgirl.

578	EXT. TELESCOPE - FALLING

Batman slides down the telescope towards the two Scientists,
579	simultaneously FIRING a double ended bat-tether, two
grapples SHOOTING horizontally into the air.

580	EXT. OBSERVATORY

BATGRAPPLES - CLOSE.  Sink into the arms of the giant
sculpture holding up the Observatory just as the telescope
plummets past.

580A	EXT. OBSERVATORY - ICE LEDGE

Robin shakes off the blow, looks up to see Batgirl fending
off Bane with a fast series of punches and kicks.  She might
as well be hitting steel.

580B			BATGIRL
		(to Robin)
	Don't worry.  I've got him.

Just then Bane SLAMS her into an ice wall by the throat, rears
back with his fist, about to deliver the killing blow.

		ROBIN
	No.  I've got him.

580C	Robin leaps, ripping off the tubes leading from Bane's
injector pack to his skull, venom spraying wildly into the
air.

580D	Bane hits the snow, writing, as the venom effect is
reversed.  His muscles shrink, his form diminishing until
he is again a scrawny prisoner, struggling in the folds of
his costume.

580E			ROBIN
	You should get that suit taken in.
	No one's buying baggy anymore.

581	EXT. TELESCOPE - FALLING

The ground is rushing up below them.

		BATMAN
	Grab my belt and hang on.

The Scientists each grab one side of Batman's utility belt.

582	THE CABLE pulls taught, slowing Batman's fall, the
telescope dropping from under them as the cable bends like
a bow, Batman and the Scientists sinking at its center.

583	The cable reaches its nadir over an outcropping of rock
on the cliff.  Below the telescope EXPLODES into the frozen
river.

		BATMAN
	This is your stop.

584	Batman pushes the Scientists onto the ledge, the reduced
weight SHOOTING the cable taught, ROCKETING Batman up
towards the dome like an arrow.

585	INT.  OBSERVATORY

Batman flips in through the telescope slat, followed
immediately by Batgirl and Robin, all landing together on
the observatory floor.

		ROBIN
	Winded, old timer?

		BATMAN
	Don't make me kill you in front
	of the girl.

		BATGIRL
	It's midnight.  The telescope's gone.
	There's no way to thaw the city.

		BATMAN
	Theoretically, the satellites could
	be positioned to thaw the city
	directly.  But it would take a
	computer genius.

		ROBIN
	I'm on it.

Robin clears the rubble from a fallen console, begins to type.
Nothing.  The equipment is dead.

		BATGIRL
		(shouldering him aside)
	No.  I'm on it.

She quick patches a couple of broken wires, the console
lighting up, WHIRRING to life.  Begins hacking.

		BATGIRL
	Ms.  Genius.  Madame Genius.  Her
	Geniusness.  Which sounds better?

586	EXT.  EARTH - VIEW FROM SPACE

The giant orbital satellites finally align.  A full disk of
the sun appears in the mirror, beamed from one to the next
and then the next, the beam cutting downward towards.

587	EXT. GOTHAM SKYLINE

The giant rays of focused sunlight begin warming the city.

590	EXT. OBSERVATORY - NIGHT

Rays of light hit the Observatory, melting the ice covered
stone.

591	INT. OBSERVATORY FLOOR

Batman walks over to Freeze who lies amidst the rubble, weak
and gray with the growing heat, straining to BREATHE.

		FREEZE
	Go on, kill me too.  Just as you
	killed my wife.

		BATMAN
	I didn't kill your wife.

Batman presses a button on his utility belt.

		BATMAN
	Run Ivy evidence tape 001.40.

592	BATMAN'S GAUNTLET - CLOSE.  A tiny monitor shows an image
of Poison Ivy.

		IVY (OVER)
	As I told Lady Freeze when I pulled
	her plug, this is a one woman show.

FREEZE SCREAMS his rage.  His face streams with frozen
tears, like tiny diamonds.

		BATMAN
	But she's not dead, Victor.  We found
	her, restored her icy slumber.

593	BATMAN'S GAUNTLET MONITOR shows Mrs. Fries restored in
cryogenic slumber.

		BATMAN
	She's still frozen, Victor, alive,
	waiting for you to find a cure.  I
	know what it's like to lose
	everything you've ever loved.  But
	vengeance isn't power.  Any two-bit
	thug with a gun can take a life.  To
	give life, that's true power, a
	power you once had.  I don't know
	if you'll ever find a cure for your wife.
	But I'm asking you now, Doctor
	Victor Fries, to save another life.
	Show me how to cure McGregor's
	Syndrome Stage One.  And maybe you
	can also save the man your wife once
	loved.  He's still inside you, buried
	somewhere deep beneath the snow.
	Will you help me?  Doctor?

Freeze stares at Batman.  Finally he unseals his
chestplate, removes two glowing power orbs, holds them
out, his smile, bittersweet.

		FREEZE
	Take two of these and call me in
	the morning.

594	INT. WAYNE MANOR - ALFRED'S QUARTERS - NIGHT

Robin and Batgirl watch as Batman attaches the modified
power sources from Freeze's suit to Alfred's life-support.

		BATMAN
	All we can do now is wait.
		(takes Alfred's hand)
	And hope.

594A	EXT. ARKHAM ASYLUM - NIGHT

The prison is secure once again.

594B	INT. ARKHAM ASYLUM CELL - NIGHT

Ivy sits in the barred moonlight, staring out the window,
holding a small flower in her hand, pulling the petals
out one by one.

		IVY
	He loves me.  He loves me not.
	He loves me.  he loves me...

		VOICE(OVER)
	Not.

A figure stands cloaked in shadows.  He steps forward.
Mr. Freeze.

		FREEZE
		(off his suit)
	It's amazing what you can buy around
	here for a few dozen diamonds.

Freeze begins coming towards her, menacingly.

		FREEZE
	Prepare for a bitter harvest.
	Winter has come at last.

		IVY
	Not good.

595	EXT. WAYNE MANOR - DAWN

Morning breaks on the great old building.

596	A PILE OF PIZZA BOXES - CLOSE

PULL BACK TO REVEAL

597	INT. WAYNE MANOR - LIVING ROOM - DAWN

World War III was lost in this room.  Strewn clothes.
Barbara dozes on the couch.  Dick paces.  Bruce stands,
staring out the window, afraid he has lost Alfred forever.

(OVER) a THROAT CLEARS.  LOUDER.

All look up.  Alfred is descending the stairs.  Scowling.

		BRUCE
	Alfred, are you...?

		ALFRED
	Rather disappointed at how poorly
	I taught you proper housekeeping.
		(a beat)
	And quite well, it seems.  Thanks
	to you, son.  Thanks to you all.

The three move to him.  A family reunion.  Dick turns to
Bruce.

		DICK
	One question.  When Batgirl and I
	rolled off the telescope, how
	come you didn't try and save us?
	It was the first time I fell and
	you weren't there to catch me.

		BRUCE
	I knew you could handle it.

Barbara CLEARS her throat.  Dick shoots her a look.

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

		BARBARA
	Hey, I'm the one who kicked Ivy's
	botanical butt.  Personally.  Me.  I did.

		BRUCE
	You are going back to school.

		DICK
	You're never going to win this
	argument, Bruce.

Barbara extends her hand.

		BARBARA
	Partners?

A beat.  The other heroes follow suit.  A team is born.

		BRUCE & DICK
	Partners.

		ALFRED
	We're going to need a bigger cave.

600	EXT. BATSIGNAL - NIGHT

Three costumed avengers race into the night.

FINAL FADE TO BLACK



			THE END


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