Batman Vs. Predator:
         Demons Never Die


             Written by:

             Otto Holm
                 &
             Chris Holm

   This screenplay is not related to the previous Batman films.

   This screenplay was INSPIRED by the comic book
   "Killing Joke" by Alan Moore, Brian Bolland and John Higgins.

   This is NOT "Killing Joke: The Movie".

   This screenplay is based on a concept portrayed in DARK HORSE COMICS.
   
   Batman characters created by Bob Kane.
   Predator created by Jim Thomas and John Thomas.


                                                          FIRST DRAFT; Rev.8                                                            
   
   chris.holm@ThePentagon.com
   http://www.thepentagon.com/chris.holm

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

          FADE IN 


          EXT. SPACE  

          A vast sea of stars glitters in the darkness of space. 
          Suddenly we see something move in the distant. 

          A SPACESHIP hurtles through the darkness, high tech design, 
          definitely not man made. Follow the ship to reveal its 
          destination: planet Earth.  

          The ship slows in orbit over Earth. We see a bright flash of 
          light emanating from the bottom of the craft. 

          Something breaks off from the bottom of the craft. A small 
          pod like capsule. It falls down towards Earth, reflecting 
          the sunlight off its shiny surface. 

          We follow the small pod as it starts to enter Earth's 
          atmosphere, burning the air as it falls. 


          EXT. ACE CHEMICAL PLANT -RAINY NIGHT 

          The colossal Ace Chemical Processing Plant stands in the 
          edge of the city.  


          INT. ACE CHEMICAL PLANT -NIGHT 

          We move along the dark corridors. Suddenly there's a sound 
          of a blowtorch being lit. We move closer. 

          We move behind the corner to see three low-class thugs 
          breaking into a LARGE VAULT. VINNIE, CASPER and MR.X. Mr.X 
          is burning the vault open with a blow torch as the other two 
          are standing in guard. Vinnie is walking around nervously 
          with a gun in his hand. 

                                          VINNIE 
                         Hurry up. We don't have much time. 

                                          MR.X 
                         Hey take it easy, will you! You wanna 
                         come here and torch this damn lock? Let 
                         me work on it, this ain't like cutting a 
                         hole in a paper bag. 

                                          VINNIE 
                         Okay, okay, it's just that we are like 
                         sitting ducks here. 

          He steps around nervously. 

                                          MR.X 
                              (lowers the torch) 
                         I said, take it easy. I know this place. 
                         The ducks can sit in peace if there's no 
                         hunters around. 

                                          VINNIE 
                         You'd better be right, funny boy.  

          He points his gun towards Mr.X's head, showing him, who's 
          the boss. 

                                          VINNIE 
                         Smith and Wesson also sez' you'd better 
                         be right. 

                                          MR.X 
                         Hey, put that thing away if you want this 
                         damn door opened! 

          Vinnie puts his gun away and Mr.X continues to torch the 
          door, he has almost done a complete circle. As he cuts 
          through the last piece holding the lock he knocks it in with 
          the tip of the torch. 

          The vault lock drops on the floor. KLONG! 

                                          MR.X 
                         See, nothing to it. I told you this was 
                         gonna be easy. 

          Casper is standing in the back walking around nervously. 

                                          VINNIE 
                              (to Casper) 
                         Let's bust the door, come on. 

          They force the vault open. Inside they find ONE HELLUVA LOAD 
          OF MONEY, there must be at least couple'a million dollars.  

                                          CASPER 
                         Oh mama. OOh mama. Monarch Company eh? 
                         Well it sure makes me feel like royalty. 

                                          VINNIE 
                         And they owe me money. They ripped five 
                         grands off me in last weeks game. Time to 
                         collect, with interest. Yow! Now get the 
                         bags, quickly! 

          Casper takes a bag and starts to shovel the cash inside. 
          Vinnie takes a RED HOOD from his pocket and turns to Mr.X. 

                                          VINNIE 
                              (to Mr.X) 
                         And you funny boy, put this on! 

                                          MR.X 
                         What? You crazy? This wasn't in our 
                         agreement. My wife just died, damn you. 
                         No way I'm gonna be the target!  

                                          VINNIE 
                         I said put this on! 

                                          MR.X 
                         No! 

          Vinnie grabs his gun and points it at Mr.X's head. 

                                          VINNIE 
                         Put the fucking hood on or you'll be MY 
                         target! 

          Reluctantly Mr.X puts the hood on. It completely covers his 
          head, only his eyes can be seen. 

                                          RED HOOD 
                         I can't breath in this damned thing! 

                                          VINNIE 
                         Stop whining. Consider it as an honor. 
                         Not everyone gets to wear the Red Hood. 
                         You'll get all the fame. 

                                          RED HOOD 
                         Not to mention the gunfire. 

                                          VINNIE 
                         It's a small risk. There ain't gonna be 
                         any guards here in a long time. You said 
                         it yourself. Now, let's get the hell out 
                         of here. We'll be in Hawaii before they 
                         find this place. 

          The thugs run to the catwalks. 

                                          VINNIE 
                         Which way! 

                                          RED HOOD 
                         That way! 

          They run along the catwalks further. Suddenly a GUARD leaps 
          behind the corner.  

                                          GUARD 
                         Hey, you there, Stop where you are! 

          Quickly as lightning Casper spins around and guns the man 
          down with his tommygun. The guard gets to fire his gun once 
          before the bullets rip through him. The bullet flies through 
          the thugs arm. He grabs the bloody wound with his hand. 

                                          CASPER 
                         AAGH!!! Shit! You said there wasn't 
                         supposed to be any guards around!  

                                          RED HOOD 
                         There wasn't! They've must have hired 
                         some more! 

          They continue to run along the catwalks. Below them there 
          are tanks filled with industrial goo. 

          Suddenly three more guards appear from their side. Casper is 
          about to shoot them, but the guards act quicker, splattering 
          him as he drops screaming down into the goo below.  

          Vinnie takes his gun and fires towards the guards. Red Hood 
          jumps behind a tank. 

                                          VINNIE 
                         Eat this!!!!  

          BLAM BLAM BLAM! One guard gets ripped by the bullets. The 
          rest of the guards are suppressed, making them  shield 
          themselves behind small tanks. Goo flies from the tanks as 
          the bullets hit them, making sparks fly.  

          Vinnie covers behind the tank. He looks at The Red Hood. 
          Vinnie looks real serious. Suddenly he lifts up the gun 
          toward Red Hood. 

                                          VINNIE 
                         Wait a minute...Now I get it! It's you. 
                         You lead us into this fucking trap. Oh 
                         yeah, real nice. "My wife's dead boohoo" 
                         I can't believe you sold us out, you 
                         fucking bastard. 

                                          RED HOOD 
                         No...wait...put that thing down...I swear 
                         to god I didn't know... 

                                          VINNIE 
                         Shut up! SHUT UP! I should have known it 
                         when you talked to that cop last 
                         night...shit, I bet you... 

            

          Suddenly THREE CLAWS emerge through Vinnie's chest. He 
          SCREAMS as he is lifted up in the air. Red Hood's eyes 
          widen. He screams in terror as... 

                                          RED HOOD 
                         WAAAAAGGGhh!!! 

          BLOOD SPLATTERS all over him. He runs screaming away, filled 
          with terror and panic. 

          The guards get out from their covers. The Red Hood is 
          stumbling along the catwalks, all messed up. 

                                          GUARD 
                         Freeze! Don't move! 

          The Red Hood just continues, completely ignoring the 
          guards. 

                                          GUARD (CONT'D) 
                         This is your last warning! STOP! 


          GUARDS P.O.V 

          The Red Hood just flees. They have a clear shot on him. This 
          is it. It's now or never. 


          BACK TO SCENE /GUARDS 

                                          GUARD 
                         Shoot that son-of-a-bitch! 

          Suddenly their field of vision is blocked by A HUGE, DARK 
          SHADOW. It's BATMAN. His costume has a bluish shade and a 
          cloak that almost reaches to the ground. 

                                          BATMAN 
                         Hold your fire. 

                                          GUARD 
                         But... 

          Batman gets three inches from his face, with a really badass 
          look. 

                                          BATMAN 
                         I want him alive. 

                                          GUARD 
                         Uhh... of course. 

          Batman goes after the Red Hood. 

          The Red Hood continues along the catwalk. He looks back and 
          sees Batman. He screams and starts to run like hell. 

          Batman is gaining on him. 

          The Red Hood stops. DEAD END! He is standing on an edge. He 
          looks down.  

          Rivers of industrial goo flow furiously below him. There's 
          no way out. Batman comes closer. 

                                          BATMAN 
                         It's over.  

                                          RED HOOD 
                         No... You don't understand. 

                                          BATMAN 
                         There's no escape for you this time, Red 
                         Hood. 

          Batman reaches out his hand. 

                                          BATMAN 
                         Don't make me to do this the hard way. 

          The Red Hood slowly takes a step back. He looks back. The 
          goo is flowing furiously. Then he looks back at Batman.  

          Suddenly A SHAPE appears behind Batman, almost transparent. 
          Red Hood can see its GLOWING eyes. IT'S LOOKING RIGHT AT 
          HIM! Red Hood totally freaks out. 

                                          RED HOOD 
                         Noo!!! Get away from me! No! Get the hell 
                         away from me! 

                                          BATMAN 
                         It's over now. 

          The glowing eyes come closer behind Batman. 

                                          RED HOOD 
                         AWWW!!! Go away! NOO! 

          Then he FALLS down screaming and disappears into the flowing 
          goo.  

          Batman looks over the edge with a grave expression. It's 
          over. 

          He turns around. Then he sees something. With the corner of 
          his eye, he sees something moving.  

          A FLOCK OF PIGEONS burst from the roof. It was nothing. He 
          walks away. 


          INT. ALTERED P.O.V - OVERHEAD 

          SEEN THROUGH HEAT-SEEKING VISION, Batman is walking along 
          the catwalk. The guards come by.  


          BACK TO SCENE / GUARD  

                                          GUARD 
                         You killed him! 

                                          BATMAN 
                         It was a suicide. Go home... It's over. 

          Batman walks past the guards and disappears into the 
          darkness. 


          EXT. INDUSTRIAL WASTE INTAKE - RAINY NIGHT 

          Streams of green industrial waste flow slowly along the 
          stream. Suddenly someone BURSTS out from the goo, gasping 
          for air. He's wearing A RED HOOD. He grabs by a riverbank 
          and slowly hauls himself on the ground. 

          He COUGHS as he is crawling on the ground. Furiously he rips 
          the hood off. We can see, there's something different on him 
          now. His hair is all GREEN. 

          He feels his face with his fingertips. He's breathing hard. 
          He moves slowly by the stream. As a reflection on the 
          surface of the stream, we can see his face is completely 
          WHITE. He begins to cry slowly. No, he begins to laugh. The 
          laughter grows and grows and grows. 


          FADE TO BLACK 


          SUPER: FIVE YEARS LATER 


          INT. ARKHAM ASYLUM - COUNSELOR'S OFFICE -STORMY NIGHT 

          It's a dark and stormy night. We see a BIBLE lying on the 
          table. In the B.G we hear the sound of a BUGS BUNNY cartoon 
          coming from a TV. 

                                          VOICE 1 
                         We are really happy with the progress you 
                         have been making. You have really 
                         overcome your horrific past actions. 

          A low calm voice answers. 

                                          VOICE 2 
                              (crying softly) 
                         Oh Father... I still can't believe the 
                         things I did. 

                                          VOICE 1 
                         Come now my son. We all know what you 
                         went through. It can't have been 
                         easy...but you handled it very well. I am 
                         proud of you. 

                                          VOICE 2 
                         It has been so hard...But I found my 
                         strength in the Bible. It has helped me 
                         through all this madness. 

          We move up from the Bible to see the spiritual counselor, 
          FATHER SCHUMACHER, sitting at the far end of a desk, facing 
          us. 

                                          FATHER SCHUMACHER 
                         That's very good. A lot of troubled 
                         people have found salvation in the Holy 
                         Bible. We all have things to learn from 
                         it. Do you have any favorite passage? 

          We move backward to see the back of a high chair. Above it 
          we can see the hair of the MAN speaking. The hair is GREEN. 

                                          MAN 
                         I have memorized this one passage that 
                         has special meaning for me. Do you want 
                         to hear it? 

                                          FATHER SCHUMACHER 
                         Please go on my son. 

                                          MAN 
                         Because he hath inclined his ear unto me, 
                         Therefore will I call upon him as long as 
                         I live. The cords of death compassed me, 
                         And the pains of Sheol got hold upon me: 
                         I found trouble and sorrow. Then called I 
                         upon the name of Jehovah: Oh Jehovah, I 
                         beseech thee, deliver my soul. Gratious 
                         is Jehovah and righteous; Yea, our god is 
                         merciful. Jehovah preserveth the simple: 
                         I was brought low and he saved me. Return 
                         unto thy rest, O my soul; For Jehovah 
                         hath dealt bountifully with thee. For 
                         thou hast delivered my soul from death, 
                         Mine eyes from tears, And my feet from 
                         falling. I will walk before Jehovah in 
                         the land of the living. 

                                          FATHER SCHUMACHER 
                         That was really beautiful. I am so proud 
                         of you. We have never had a patient who 
                         has regained his sanity so well. You are 
                         truly a credit to our society. 

                                          MAN 
                         I have been thinking lately... Maybe I 
                         will devote my life to the exploration of 
                         the Holy Bible, become a man of God. To 
                         truly redeem the sins of my former self. 

                                          FATHER SCHUMACHER 
                         I think that will suit you perfectly. And 
                         you can always relate to me. Remember me 
                         as the man who helped you find the love 
                         of our Lord. 

          Father Schumacher stands up and walks up to the man. 

                                          FATHER SCHUMACHER 
                         I don't think you'll need those dreadful 
                         handcuffs anymore. Here, let me remove 
                         them so we can explore the Bible 
                         together. 

                                          MAN 
                         Thank you Father. 

          Father Schumacher takes out a key and starts to open the 
          handcuffs. 

          We move back to the BIBLE on the table. We hear a CLICK as 
          the cuffs are unlocked...Then we hear the sound of 
          STRUGGLING.  

                                          FATHER SCHUMACHER 
                         Oh please no! What are you doing? Please 
                         no... gaaarrgghh!!! 

          We hear the sound of a man CHOKING and a silent laughter 
          which grows and grows. The sound of the TV gets louder. 

                                          BUGS BUNNY ON TV (V.O.) 
                         HAPPY NEW YEAR!!! HAPPY NEW YEAR!!! 

           


          INT. ARKHAM ASYLUM -MAXIMUM SECURITY  

          The thunder rumbles outside. A GUARD is walking along the 
          dimly lit corridors of the asylum. He is holding a COMBINED 
          NIGHTSTICK / FLASHLIGHT in his hand and a key chain in his 
          other. He is whistling. 

          Crazy laughter echoes in the corridors every now and then. A 
          LOUD QUACKING VOICE is heard from one cell. On the door a 
          sign reads "COBBLEPOT" 

          He opens a hatch on the cell and shines the flashlight 
          inside. 

                                          GUARD 
                         Hey! Keep it down in there. 


          GUARD'S P.O.V 

          There is a small fat man sitting in the shadows. We can see 
          that he has an extremely LONG NOSE. 

                                          PENGUIN 
                         Yeah yeah. 


          BACK TO SCENE / GUARD 

          He closes the hatch and continues along the corridor, waving 
          his keychain as he walks. 

          As he walks further inside he approaches a door. LIGHT FROM 
          A TV flashes from under the door. There is a sign on the 
          door that reads "FATHER SCHUMACHER, SPIRITUAL COUNSELOR". We 
          can hear the SOUND OF A CARTOON coming from inside, the TV 
          volume is really loud. 

          He knocks on the door. No response. 

          He knocks again 

                                          GUARD 
                         Father Schumacher? Are you there? 

          Still the only response he gets, is coming from the cartoon 
          on the TV. 

          The door opens with a CREAK. 


          INT. COUNSELOR'S OFFICE 

          The TV is on, very loud, casting its dim light over the dark 
          office. It's showing a BUGS BUNNY cartoon where Bugs is 
          currently kicking the crap out of Elmer Fudd. The thunder 
          can be seen through the window, reigning outside. 

                                          GUARD 
                         Hello? 

          Behind the desk we can see someone sitting in the chair, his 
          back towards us. 

                                          GUARD (CONT'D) 
                         Father! 

          Still no response. He runs up to the chair. He reaches 
          toward it. The chair turns around... 

          The guard's eyes widen as he sees a DEAD MAN whose face has 
          been twisted in a grotesque GRIN. His lips are painted with 
          lipstick and his hair is SHUFFLED. It's FATHER SCHUMACHER in 
          a state of rigor mortis. 

          The guard shakes his head in disbelief, his eyes reflecting 
          his horror. 

                                          GUARD 
                         No...no. 

          LIGHTNING FLASHES, THUNDER RUMBLES. 

          The guard rushes out from the office. 


          INT. CORRIDOR 

          He runs around the corner and sees A DEAD GUARD lying on the 
          floor. His gun is missing. Behind him TWO ORDERLIES lie in a 
          pool of blood. 

          The guard hits AN ALARM BUTTON on the wall. 


          EXT. ARKHAM ASYLUM - STORMY NIGHT 

          THE ALARM SIRENS are screaming. A HELICOPTER hovers in the 
          night sky, its SPOTLIGHTS sweeping the ground below. DOG 
          PATROLS are moving around the asylum. 

          A man is running through the dense forest, with several cops 
          after him. We cannot see much of him, only that he's wearing 
          a STRIPED OUTFIT.  

          A DOG PATROL with BLOODTHIRSTY DOBERMANS is moving right 
          behind him. There are three police officers with 
          flashlights, heavily armed. 

                                          POLICE #1 
                         Where did he go? 

                                          POLICE #2 
                         There!! 

          The convict moves in panic, heavy breathing. He stumbles and 
          rises up. We still cannot see his face. 

                                          POLICE 
                         Over there, Get him!! 

          All the policemen move to pursue the convict. The dogs are 
          barking. Most of the officers are armed with SHOTGUNS.  

          The convict runs in terror through a swampy ground, again he 
          stumbles. For a moment a flaslight LIGHTS up his face as he 
          looks back. We can now see his PSYCHOTICAL EYES, he's THE 
          JOKER 

          DOG BARKING fills the air. They are right behind him. He can 
          see the flashlights sweeping through the trees behind him. 
          They are all over him. He goes for another spurt.  

          The HELICOPTER is hovering above, filling the air with 
          terrible noise. 

                                          POLICE #3 
                         Hey, STOP!! 

          The officer fires his SHOTGUN, BLAM!! The bullets explode on 
          a tree behind the Joker.  

          Constant GUNSHOTS fill the air as he runs through the swamp, 
          ground BLASTING under his feet.  

          The helicopter spotlights light up the area with a soft blue 
          light. Joker shields himself behind a tree.  

          At least 20 police officers with dogs are coming over the 
          swamp. He continues his desperate escape.  

          The policemen move cautiously over the area. The Joker flees 
          in panic, his clothes ripping as the branches grab him. 
                          


          EXT. CLIFF 

          Joker comes to a small opening. He is on top of a COASTAL 
          CLIFF. Beneath him the waves are striking furiously.  

          Joker quickly turns around. The police officers are coming 
          out of the forest. 

                                          POLICE 
                         Give it up!! You have no chance of 
                         escape. Don't move!! 

          The Joker is surrounded. There are police officers all 
          around him, all aiming at him with their guns. Joker looks 
          back over the edge. He moves closer to it. He starts to 
          laugh. 

                                          POLICE (CONT'D) 
                         I said DON'T MOVE!! 

          Joker breaks into a MANIACAL LAUGH as he steps back and 
          JUMPS over the edge. 

                                          POLICE (CONT'D) 
                         HOLY SHIT!!!!! 

          Joker's laugh echoes in the darkness. Then it stops. 

          The policemen start moving slowly toward the edge. The dogs 
          are still BARKING. Suddenly there is a SOUND like some kind 
          of ENGINE. It grows louder and louder. The policemen stop. 
          The dogs are barking furiously.  

          Something is rising from behind the edge. It rises and rises 
          until we can see what it is. A SMALL ZEPPELIN rises behind 
          the cliff. Joker is hanging from a ROPE LADDER laughing 
          psychotically. 

                                          JOKER 
                         Solong, Buckos!! 

          A GROUP OF GANGSTERS appear in the Zeppelin windows. They 
          start FIRING THEIR MACHINE GUNS toward the policemen. One of 
          them is firing A MINIGUN. 

          The cliff turns into a war zone. The sound is ear 
          shattering. The flames of the guns shine up the night. 


          EFX: SLO MO 

          Policemen fly onto the ground as they get hit by the machine 
          gun fire.  

          One police officer gets hit in the chest by several bullets, 
          he screams as he falls down on his knees, still firing 
          furiously at the Zeppelin as bullets rip through his chest, 
          until he drops dead. 

          Several officers get SHREDDED by the minigun. 

          The gangsters are firing in pure ecstasy. 

          Another police officer gets shot in the leg, he falls down 
          on the ground grinning in pain. He continues shooting as 
          bullets squish through him. 

          Joker is climbing up the ladder, waving his hand. 


          RESUME LIVE ACTION 

                                          JOKER (CONT'D) 
                         WUAHAHAHAHA!!! 

          The helicopter emerges over the forest, coming after the 
          Zeppelin. The helicopter is unarmed so one police officer 
          opens the door and takes out his rifle. 

          The chopper comes closer to the Zeppelin, the officer starts 
          firing his weapon at the Zeppelin. 


          EXT. ZEPPELIN - DOOR 

          A gangster comes running to the door with a BAZOOKA. KACHAK! 
          He cocks it fast and aims at the chopper.  


          EXT. ROCKET 

          SWISHHHH!!! The rocket flies through the air fast. 


          INT. POLICE HELICOPTER 

          The pilot panics as he sees the rocket coming. 

                                          CHOPPER PILOT 
                         OH NOOOO!!!!! 


          EXT. POLICE HELICOPTER 

          He tries to turn the chopper down but the rocket hits it 
          ...KABOOOOM!!  

          The chopper goes down in flames and splashes into the 
          water. 


          EXT. ZEPPELIN 

          Joker climbs inside as the Zeppelin flies away into the 
          darkness. 

          The Joker's laugh blends in with the sound of booming 
          thunder. 


          EXT. GOTHAM CITY - STREETS - STORMY NIGHT 

          The thunder is very loud with bright lightning bolts shining 
          up the empty streets now and then.  

          The streets are silent and empty, everyone is home in this 
          kind of night. 

          Suddenly we see a small figure running in the shadows. It is 
          a small fat man. He's wearing an old worn out CYLINDER HAT. 
          His clothing is very worn, he looks like some bum of the 
          street, but there is something about him that is different 
          from the usual wino. He walks rapidly along the streets like 
          a small troll running in the forest.  

          We hear the sound of a cat screaming. The figure stops and 
          looks around him. 

          A LIGHTNING BOLT strikes and illuminates his face. We see 
          that he is a middle aged man, his face is very dirty. He 
          looks a little bit deformed. He is mumbling something 
          incomprehensible.  


          EXT. CITY HALL - STORMY NIGHT 

          A tall elegant man is walking out the entrance from the city 
          hall. He is wearing a trench coat and carrying an umbrella. 
          The DOORMAN greets him. 

                                          DOORMAN 
                         Good night Mr. Bernstein. 

                                          BERNSTEIN 
                         Good night James. 

          He continues to walk down the street. 


          EXT. LITTLE MAN'S P.O.V 

          The small man is watching Bernstein from behind a street 
          corner. He stands there waiting, Bernstein is coming 
          closer. 


          BACK TO SCENE /BERNSTEIN 

          Bernstein comes around the corner and bumps in to the little 
          man. 

                                          BERNSTEIN 
                         Don't you have some place to live, you 
                         bum. 

          He shoves the little man aside and continues to walk. 

          A lightning bolt illuminates the little man's face. He gets 
          a very strange expression on his face. He looks happy but at 
          the same time we see sadness in his eyes. 

                                          LITTLE MAN 
                         hmmmm... Hat... yeesss...Hat... aahhmmmm 

          Suddenly the little man starts running toward Bernstein. 
          Bernstein turns around with panic in his eyes. 


          EXT. STREETS - STORMY NIGHT 

          We move away from the scene as lightning illuminates the 
          streets. 

                                          BERNSTEIN (V.O.) 
                         Aaaaaaaaarrrrghhhhhhhh 

          The scream echoes out in the darkness. 


          EXT. TRAIN - STORMY NIGHT 

          A train arrives at Gotham City Railway station. Steam and 
          the sound of screeching metal fills the air as it starts to 
          slow down. 


          EXT. GOTHAM RAILWAY STATION - GORDON 

          Commissioner JAMES GORDON. A "crew-cut" gray-haired, gray- 
          mustached man in his late fifties stands in the middle of 
          the rain holding an umbrella. He's wearing glasses and long 
          light-brown trench coat. He is waiting for someone. 


          EXT. GOTHAM RAILWAY STATION 

          The train stops by the port with its wheels screeching. Its 
          locomotive is really an old type. The same kind you see in 
          westerns. People start pouring out. 

          Gordon tosses his CIGARETTE on the ground and stands still. 
          He's a bit nervous. 

          A 27- year old woman holding a pair of suitcases steps out 
          of the train. She has long blond hair and is wearing a 
          stylish black business type dress. She is wearing a hat. She 
          is BARBARA GORDON, the commissioner's daughter.  

          Gordon smiles. The woman notices Gordon and waves happily. 
          Gordon waves back and starts to walk towards her as she runs 
          towards Gordon. In the background we can see other people 
          greeting and hugging each other. 

                                          BARBARA 
                         Dad! 

                                          GORDON 
                         Hello Barbara. 

          They hug. 

                                          BARBARA 
                         Happy birthday, daddy. 

                                          GORDON 
                         Yeah, thanks...How are the kids? 

                                          BARBARA 
                         Oh, they are fine. Jack just said his 
                         first word and Lisa is almost walking on 
                         her own. 

                                          GORDON 
                         Well, that's sure nice to hear. 

          For a moment they just stand there just looking each other. 

                                          BARBARA 
                              (laughing) 
                         Are we just going to stand here in the 
                         rain or... 

                                          GORDON 
                              (laughing) 
                         Come on, let's go! 

          They start to walk towards the entrance. Gordon is holding 
          his umbrella over Barbara as they walk and Barbara is 
          carrying her luggage. 

                                          GORDON 
                         Here, let me take those! 

                                          BARBARA 
                         You don't have to. I'm an adult now, 
                         remember? 

                                          GORDON 
                         Oh sorry. It feels like yesterday when 
                         YOU were saying your first word. 

                                          BARBARA 
                         I really wish mommy could have been here 
                         with us. 

          Gordon gets a really sad expression on his face. for a 
          moment he is silent. 

                                          GORDON 
                         Yeah... but she'll always be with us in 
                         our hearts. 

          They walk off the station. 


          EXT. STREETS - GORDON'S CAR  

          Gordon's car is parked outside the station among the other 
          cars. 

          Gordon opens the trunk, and Barbara puts her luggage in 
          there. Gordon closes his umbrella 

                                          GORDON (CONT'D) 
                         Quick! Quick! 

          Quickly they get into the car.  


          INT. GORDON'S CAR  

          Gordon sits in the car, Barbara beside him. The car radio is 
          playing some HAPPY music. 

                                          GORDON 
                         So what else is happening? You like your 
                         new job? 

                                          BARBARA 
                         I love it. The people in the library are 
                         so kind. Especially Ms.Hutton. She's the 
                         best. I've been there only two weeks and 
                         she already feels like a grandma to me... 
                         or mother. 

                                          GORDON 
                         Well, that's sure nice to hear. You just 
                         make sure, me and this Ms. Hutton get to 
                         meet someday. 

                                          BARBARA 
                              (laughing) 
                         Oh daddy, don't be silly. She's way too 
                         old for you! 

                                          GORDON 
                         If that just is possible. 

                                          BARBARA 
                              (laughing) 
                         Stop that! She's at least eighty! 

                                          GORDON 
                         Well, I happen to like older women. 

                                          BARBARA 
                              (laughing) 
                         You are terrible! She's married! 

                                          GORDON 
                         Oh... then. If she's eighty, then what's 
                         she still doing at the library. Shouldn't 
                         she be retired? 

                                          BARBARA 
                         She's supposed to be, but the management 
                         allowed her to stay as long a she wants 
                         to. And I'm really happy they did. 

                                          GORDON 
                         That sure is nice. I just hope they'll 
                         let me to stay as long as I want. But I 
                         just guess it's not as easy for cops, is 
                         it. 

                                          BARBARA 
                         You can always ask them. 

                                          GORDON 
                         Nah, it's Ok. It's a bit different 
                         keeping order in a library than keeping 
                         order in Gotham City. We should have one 
                         of those Robocop things, you know. 
                         Well... at least we have Batman. 

                                          BARBARA 
                         Oh yeah, Batman. What about him. I've 
                         heard he's quite good-looking. 

                                          GORDON 
                              (laughing) 
                         Well now you are being terrible! 
                            

          Gordon starts the car. 


          EXT. STREETS -STORMY NIGHT 

          Gordon pulls off from the station. After a moment another 
          car, a darker car leaves behind him.  

          The thunder rumbles. 


          EXT. GORDON'S BUILDING - STORMY NIGHT 

          Gordon carries Barbara's luggage into the building. 


          INT. 1ST FLOOR -STORMY NIGHT 

          Gordon and Barbara are soaking wet. Gordon dries off his 
          umbrella. 

                                          GORDON 
                         Damned weather! 

                                          BARBARA 
                         Does it always rain like this, here in 
                         Gotham? 

                                          GORDON 
                         Mostly not. I think we may have a new 
                         record today.  

          They go up the stairs. 


          INT. 2ND FLOOR - STAIRWAY 

          The lights in the stairway are blinking. Outside the thunder 
          rumbles. 

                                          GORDON 
                         Here it is. 

          Gordon lowers the luggage on the ground and unlocks the 
          apartment door. He then lifts the luggage inside. 


          INT. GORDON'S APARTMENT  

          Gordon turns on the lights. The apartment is small and cozy. 
          Just right for one person. 

                                          BARBARA 
                         Wow. this is a real nice place. 

                                          GORDON 
                         Thanks. ... Here, let me take your coat. 

          Gordon takes Barbara's coat and hangs it beside the door. He 
          then removes his own coat and hangs it next to Barbara's. 
          Under the coat Gordon is wearing a shoulder holster. In it 
          is a 9MM SMITH & WESSON COMPACT MODEL 3913. Barbara looks 
          around. 

                                          GORDON (CONT'D) 
                         You want some hot coffee to warm you up? 

                                          BARBARA 
                         Sure daddy. 

          Barbara notices a newspaper on the living room table. It 
          reads: "COMMISSIONER GORDON PREVENTS BANK ROBBERY!" 

                                          BARBARA (CONT'D) 
                         Wow. I didn't know you were famous. 

                                          GORDON 
                         Nah. It was nothing. Just a routine job. 

                                          BARBARA 
                         You are being too modest. You are a 
                         hero. 

                                          GORDON 
                         mmm... Here, let me make that coffee! 

          Gordon moves to the KITCHEN, hangs his gun to a chair and 
          starts to make coffee. Barbara is reading the article. 

                                          GORDON (CONT'D) 
                         So what about Steve? How's he doing? 

                                          BARBARA 
                         What? Oh Steve, he just got promoted. 
                         He's really excited about it. 

                                          GORDON 
                         So what is he now? Executive 
                         art-director, directing art-executive or 
                         what? 

                                          BARBARA 
                         No, he's just an art-director. 

                                          GORDON 
                         Great! 
                           

          Barbara smiles. She turns the page. 

          On page two she sees a headline: "MANIAC COMMITTED TO ARKHAM 
          ASYLUM!" Below the headline is a PICTURE OF JOKER, his face 
          twisted in maniacal grin, his eyes reflecting his maniacal 
          personality. Barbara's expression darkens. 

                                          BARBARA 
                         This man looks real scary. 

                                          GORDON 
                         What honey? ...Oh, you mean that 
                         clown-fella. Ah, he's nothing. Just some 
                         weirdo. He's behind bars. 

          Barbara is still looking at the picture. 

                                          BARBARA 
                         Dad? 

                                          GORDON 
                         What? 

                                          BARBARA 
                         Promise me, you stay away from these kind 
                         of people.  

                                          GORDON 
                              (smiling sarcastically) 
                         I promise... Hey don't be scared honey. 
                         your daddy's been properly trained to 
                         kick their butts. 

          Barbara's expression turns back to a smile 

                                          BARBARA 
                         Yeah, yeah, I know. 

          She tosses the paper back onto table.   

          Gordon is pouring some coffee. Accidentally he spills it on 
          his trousers. 

                                          GORDON (CONT'D) 
                         Oh Dammit! 

                                          BARBARA 
                         What is it? 

                                          GORDON 
                         Nothing. 

          Gordon starts to wipe the coffee from his trousers. THE 
          DOORBELL rings. 

                                          GORDON (CONT'D) 
                         ...Honey, could you check who it is? 

                                          BARBARA 
                         Sure. 

          Barbara walks to door and slowly opens it. 


          EFX:SLOMO 

          The lightning flashes. A PALE FACE shines in the darkness, 
          mouth twisted in a devilish grin. IT'S JOKER. He's pointing 
          A GUN toward Barbara. 

                                          JOKER 
                         Freakaboo!!! 

          Barbara screams. 

                                          GORDON 
                         Barbara !? 

          Joker fires the gun. BLAM! Barbara falls on the ground 
          holding her stomach. 

                                          GORDON (CONT'D) 
                         Barbara! NOOO!!! 

          Gordon grabs his gun from the holster. Barbara is being 
          dragged behind the door. 

          A GANGSTER armed with a machine gun leaps behind the door 
          and sends a round toward Gordon. 

          Gordon shields himself behind the wall as the bullets rip 
          through the kitchen. 

          Gordon rolls through the floor and guns the man down. The 
          man flies toward the wall screaming, as the bullet hits him 
          in the chest. He lands on a table that brakes under him. 
          Gordon runs to the hallway.  

                                          GORDON (CONT'D) 
                         Barbara! 


          EXT. STAIRWAY 

          Right in the center of the corridor JOKER stands aiming a 
          gun toward Gordon. Their eyes meet.  

                                          JOKER 
                         Have you ever thought about early 
                         retirement? 

                                          GORDON 
                         You!!! 

          Gordon is about to shoot Joker, when Joker fires his gun. 
          BLAMMO! The bullet hits Gordon in the chest. His face twists 
          in agony as he slowly falls on the ground. Joker laughs. 
          Gordon tries to shoot Joker but he's too weak. 

           

          Joker laughs as he walks closer, his coat swinging slowly in 
          the draft.  


          RESUME LIVE ACTION 

          Joker crouches down by Gordon and rips his shirt open. We 
          see a BULLET PROOF VEST underneath. 

                                          JOKER (CONT'D) 
                         Bullet proof vest eh? Good for you... 
                         Before I leave, I would like to give you 
                         something. 

          Joker takes a present package from his pocket and places it 
          on Gordon's stomach.  

                                          JOKER (CONT'D) 
                         Happy birthday, you old bastard. I hope 
                         you like this. 

                                          GORDON 
                         ...why... 

          Joker pats Gordon on his head and starts to walk away. He 
          turns around... 

                                          JOKER 
                         Because I'm INSANE! 

           waves his hat... 

                                          JOKER (CONT'D) 
                         See Ya! 

          ...and hops down the stairs WHISTLING "Happy Birthday To 
          You". 

          Gordon is left there lying on the floor in agony with the 
          present on his stomach.  

           

          Suddenly one side of the present opens to reveal... A 
          COUNTDOWN CLOCK. The present starts to bleep as the numbers 
          get closer to zero. 

          10...9...8  

           

          Gordon's eyes widen. 

          7...6 

          He quickly rolls over and stumbles up. 

          5...4 

          Furiously he races toward the window. He Stumbles and falls 
          because of the dead gangster lying on the ground. He reaches 
          for the window as... 

          3...2...1... 

          CLICK! A STRINGED CLOWN HEAD jumps from the top of the 
          present BOING!, swinging in the air, laughing.  

                                          HEAD 
                         Ha ha ha haa! 

          Gordon pulls himslef up and turns around. The clown head 
          swings back and forth, gazing at Gordon with its maniacal 
          eyes. 

                                          GORDON 
                         What the... 

          KABOOOM!!! The package explodes with tremendous power, 
          erupting into a huge fireball, sending Gordon through the 
          window, into the air and into A DUMPSTER full of garbage 
          down in the alley. 


          EXT. ALLEY - STORMY NIGHT - LATER 

          Gordon snaps awake. He's lying in the middle of garbage, 
          bleeding, and soaking wet. A HUGE BLAST OPENING marks the 
          spot where his apartment used to be. He is covered with 
          debris and dust. 

          He notices a small package in his other hand, wrapped like a 
          birthday gift. It even has a small card attached to it. It 
          reads: GORDON.  

          With caution, Gordon slowly unwraps the package and opens 
          it. Inside he finds a TAPE RECORDER. Gordon presses the play 
          button. MANIACAL LAUGHTER fills the alley. 


          EXT. WAYNE MANOR GATE -STORMY NIGHT 

          A rusty plaque on the gate reads: WAYNE MANOR. In the 
          background we can see The Wayne Manor standing viciously on 
          the top of a hill. The darkness is interrupted by the brief 
          illumination of lightning. We move through the gate, up 
          toward the windows and into... 


          INT. WAYNE MANOR -STUDY 

          The storm reigns outside. BRUCE WAYNE sits by his desk 
          staring at the storm outside. A large grandfather clock 
          ticks beside him. ALFRED enters. 

                                          ALFRED 
                         Here's your tea, Master Bruce. 

          Bruce keeps looking out the window. 

                                          BRUCE WAYNE 
                         Thanks, Alfred... Isn't it beautiful. 

                                          ALFRED 
                         Excuse me sir? 

                                          BRUCE WAYNE 
                         The storm. It's beautiful. 

          Alfred also turns to face the window. 

                                          ALFRED 
                         I suppose it has a certain kind of beauty 
                         in it, Master Bruce. 

          The clock has reached 12 midnight and starts to strike with 
          loud GONGS. Out in the darkness THE BATSIGNAL illuminates 
          the stormy night sky. A FIREBALL suddenly appears, falling 
          down right through the signal. Alfred notices it first. 

                                          ALFRED (CONT'D) 
                         Oh look Master Bruce, a shooting star.  

                                          BRUCE WAYNE 
                         Where? 

                                          ALFRED 
                         Right there, just below the signal. 

                                          BRUCE WAYNE 
                         I'd better get going. 

          BRUCE rises and starts to walk toward the door. 

                                          ALFRED 
                         Don't forget to make a wish. 

                                          BRUCE WAYNE 
                         I stopped making wishes a long time ago 
                         Alfred, but you can always make one. 

          Bruce disappears into the doorway. Alfred sighs. 

                                          ALFRED 
                              (quietly) 
                         That is what I always do... 

          He turns to look out of the window into the storm. We can 
          see the batsignal reflecting from the window.  

          Lightning lights up Alfred's face.  

                                          ALFRED 
                              (quietly) 
                         That is what I always do. 

            


          INT. WAYNE MANOR CORRIDOR  

          Bruce stops besides A BIG ARMOR. He pushes a button on his 
          watch. Suddenly the wall starts to morph into a DOORWAY. The 
          door opens with a hissing sound and Bruce enters. 


          INT. BATCAVE -NIGHT 

          The Batcave is separated by a deep CHASM with water at the 
          bottom of it. In the center of chasm there is a PLATFORM, 
          where the BATMOBILE stands. The cave is surrounded with all 
          kinds of computer screens and consoles. When Bruce enters, a 
          flock of BATS fly around the cave screaming. 

          Bruce walks to a little CHAMBER, enters the access code and 
          enters. A loud hissing sound can be heard as steam rises 
          from the chamber.  

                                                             DISSOLVE TO: 


          FLASHBACK: FOGGY STREET - NIGHT 

          The streets are filled with fog. 

          A dead couple is lying on the ground in a pool of blood.  

          Beside them a small boy is standing, watching in shock. 

          The small boy raises his face from the ground with tears in 
          his eyes. 


          END FLASHBACK 

                                                             DISSOLVE TO: 


          INT. BATCAVE - NIGHT 

          Batman raises his face from the ground. The expression on 
          his face reminds us of his dark past as the orphan whose 
          parents were killed before his very eyes.  

          His costume is now shining silver, making its appearance 
          almost MEDIEVAL. The mighty dark cloak hangs long, like 
          wings on a bat. He looks much, much darker than he did five 
          years ago. 


          EXT. BATCAVE - BATMOBILE 

          A huge flame blasts from the afterburners and the headlights 
          rise from the hood as the Batmobile starts its engines.  


          EXT. ACCESS TUNNEL - BATMOBILE 

          The Batmobile races through a huge dark tunnel. At the end 
          of the tunnel is a rocky wall. 


          INT. BATMOBILE COCKPIT 

          Batman hits the gas. 


          EXT. BATMOBILE 

          The afterburners explode with power erupting huge flames 
          with a great KABOOM. The Batmobile is just about to hit the 
          wall as the wall rises and lowers immediately after The 
          Batmobile has passed. 


          EXT. FOREST ROAD - BATMOBILE 

          The Batmobile races through a dark forest road, headlights 
          illuminating the road ahead.  

          ANGLE UP to reveal Batman's destination: GOTHAM CITY.  

          ANGLE UP to Batsignal. The fireball is still there, looming 
          in the night sky. 


          INT. BATMOBILE 

          Suddenly Batmobile's systems go haywire from some unknown 
          reason. 

                                          BATMAN 
                         What the hell!? 


          EXT. ROAD -BATMOBILE 

          Batman loses control of the vehicle. The Batmobile slides 
          along the road almost tripping over and slows down. 


          INT. BATMOBILE 

          Batman stops the car. Then he sees the fireball in the sky. 


          EXT. BATMOBILE  

          Batman gets out of the car to get a better view.  


          BATMAN'S P.O.V 

          We can see the bright fireball hurtling through the night 
          sky with great velocity, It fireball crashes behind a 
          distant HILL with a flash of light and a loud BOOM. A 
          lightning bolt strikes in the horizon. 


          BACK TO SCENE /BATMAN 

          Batman stands still in amazement. What was that?    
          Batmobile's systems go back on line. 

          The Batsignal still illuminates the clouds above. He has 
          other duties to attend. Batman gets back in his car and 
          drives away. 


          EXT. FOREST -CRATER 

          The surrounding of the crater is arid and burned. Smoke 
          rises from the crater. Suddenly a mechanical sound and a 
          HISS can be heard as if some kind of door was opening. 


          EXT. PREDATOR'S P.O.V - AS SEEN THROUGH HEAT SEEING VISION 

          PREDATOR rises from the crater. We can see different kinds 
          of heat traces. The surrounding terrain is glowing dark blue 
          and the surrounding fire is glowing deeply red.  

          A sound of mechanical breathing can be heard. Predator rises 
          up the cliff. We can now see its next hunting ground: THE 
          CITY OF GOTHAM. 


          EXT. GOTHAM PD -ROOF  

          The spotlight that sends the batsignal is on. Batman lands 
          onto the roof. The roof is empty. 

                                          VOICE 
                         Over here. 

          Batman turns around. It's Gordon. He's standing alone in the 
          darkness with an umbrella in his hand. He's crying. 

                                          GORDON 
                         They got her. 

          Batman walks to Gordon. 
                           

                                          BATMAN 
                         Who? What are you talking about. 

          Gordon collapses in sorrow and drops the umbrella. Batman 
          walks beside him. 

                                          GORDON 
                         They got my daughter, Bruce.  

                                          BATMAN 
                         Barbara? 

                                          GORDON 
                         Oh my god... they got her. 

                                          BATMAN 
                         Who got her? 

                                          GORDON 
                         They took her right before my eyes and I 
                         couldn't stop them. It all happened so 
                         fast. 
                              (beat) 
                         All I remember is those psychotic eyes 
                         and that pale face. 

                                          BATMAN 
                         Do you remember anything else? 

                                          GORDON 
                         No, I passed out. But they left this. 
                           

          Gordon hands Batman a tape recorder. Batman presses the Play 
          button. First there's nothing, but then something comes up. 
          A voice. It's Barbara. 

                                          BARBARA 
                         Daaadd heeeelllpp....  

          There's another voice. A man's voice. Laughing. 

                                          VOICE 
                         All right , that's enough. Hello Gordon. 
                         It's a nice night isn't it. So dark and 
                         wet. 
                              (he laughs hard) 
                         Oh yeah, that reminds me of a story, let 
                         me tell you. See there was this cop who 
                         had a daughter, a very dumb cop I might 
                         add, and then one night the daughter was 
                         taken away by some brilliant madman. I 
                         don't know why they call him a madman but 
                         what the hell. The madman then wanted the 
                         cop to give him a shit load of money. 
                         Like millions of bucks. But did the cop 
                         do that? Did he do it? Hell no, the cop 
                         didn't wanna do that, the stubborn old 
                         fool that he was. HE just sent out a 
                         bunch of other dumb coppers. Yeah, he 
                         thought he was real smart. But he still 
                         got his daughter back. Not all of her at 
                         once, you know, piece by piece. You 
                         should've seen his face when he got her 
                         eyes in a box. Very funny, kinda messy 
                         though. 
                              (beat) 
                         I hope this story was of some use to you. 
                         HAAHAHAHAHAHAHAAA!!!!!! 

          The end of message. 

                                          BATMAN 
                         Just as I thought! The Goddamn Joker! 

                                          GORDON 
                         What? you know him? 

                                          BATMAN 
                         Yes. He's a maniac, a murderer. I just 
                         got him committed. Looks like they 
                         couldn't keep him locked up. 

                                          GORDON 
                         Oh my God... 

          Batman lowers his hand onto Gordon's shoulder. 
                           

                                          BATMAN 
                         Don't worry Jim. I'll get her back. 

          Batman looks into the darkness with a grave expression. 


          EXT. OLD FACTORY - STORMY NIGHT 

          Barbara is lying on a table, unconscious. The thunder is 
          heard outside. 

                                          GANGSTER DOC (V.O.) 
                         The bullet went right through her... this 
                         doesn't look so good. I'm not sure if 
                         she's gonna make it. 

          A man is wrapping a BANDAGE around her waist. Joker is 
          standing beside him and watches. The man puts a stethoscope 
          against Barbara's chest. He turns to Joker. 

                                          GANGSTER DOC (CONT'D) 
                         Why did you have to shoot her? 

                                          JOKER 
                         What do you mean? 

                                          GANGSTER DOC 
                         I mean, why did you shoot her. You 
                         shattered her spine, for God's sake! 
                         Don't you know, if she dies, we die! 

                                          JOKER 
                         Are you a doctor? 

                                          GANGSTER DOC 
                         We got to take her to a hospital! We 
                         can't keep him here... 

                                          JOKER 
                         Are you a doctor? 

                                          GANGSTER DOC 
                         ...What? 

          The gangster doc looks puzzled. 

                                          JOKER 
                         Are you a doctor? 

                                          GANGSTER DOC 
                         YES! I AM A DOCTOR! 

                                          JOKER 
                         Good. Then I suggest YOU fix her up. Take 
                         her to the hideout and fix her. 

                                          GANGSTER DOC 
                         Damn you... She's gonna die. 

          Joker looks him right into the eye. 

                                          JOKER 
                         Shit happens. 


          INT. OBSERVER'S P.O.V 

          The Joker and the doctor are unaware of the observer 
          watching them through a small crevice in the wall. We can 
          hear the observer's breathing. 

          Joker starts to walk laughning away. Ganster Doc takes out 
          some medical instruments from his bag and starts to treat 
          Barbara. 

           

            


          EXT. GOTHAM CITY HALL -STREETS - STORMY NIGHT 

          The streets are silent except a couple of cars here and 
          there. A car stops in front of an alley. Gordon steps out of 
          the car with a suitcase. He places the suitcase in a trash 
          can and drives away.  

          After a while another car starts moving. It's a dark 
          Mustang. It stops in front of the alley and two men come 
          out. the other one grabs the suitcase while the other one 
          takes some kind of gauge out of his pocket and points it 
          towards the suitcase. It makes some mechanical noises and 
          then the man puts the device back in his pocket. 

                                          GANGSTER 
                         It's clean. 

          We move up the wall to... 


          EXT. ROOFTOP -STORMY NIGHT 

          In the darkness we can see a mighty shadow standing on the 
          rooftop, watching the gangsters below as they get into their 
          car. It's Batman. 

          Batman grabs A LAUNCHER from his utility belt and points it 
          towards the car. Some kind of probe breaks from the gun, 
          flies through the air and attaches to the rear hull of the 
          car. Batman puts the launcher back to his belt and jumps 
          down the building. 


          EXT. ALLEY - STORMY NIGHT 

          In the dark corner of the alley sits THE BATMOBILE. Batman 
          pushes a button on a remote control and the doors slide 
          open. Batman gets in.  


          EXT. PREDATOR'S P.O.V -OVERHEAD 

          Predator is watching as Batmobile emerges from the alley and 
          goes after the gangster car.  


          INT. BATMOBILE  

          Batman turns on the TRACKING DEVICE.  


          EXT. PREDATOR'S P.O.V -MOVING 

          The gangster car moves along the road, unaware of the 
          vehicle, that follows it from the distance. 


          INT. CAR 

          The car radio is playing 70's rock and roll tunes. The 
          gangsters are talking. FRANKIE is driving, he has a scar on 
          his right cheek. The thin guy next to him is JACK, who is 
          new in the business. 

                                          FRANKIE 
                         Did you catch Letterman last night? 

                                          JACK 
                         No, I prefer Jay Leno. 

                                          FRANKIE 
                         What? Leno? What's wrong with Letterman? 

                                          JACK 
                         I don't know, he tells better jokes. 

                                          FRANKIE 
                         Better Jokes eh? Look kid, they're 
                         basically the same. They both tell the 
                         same fuckin' jokes. 

                                          JACK 
                         Yeah, but Leno is funnier. 

                                          FRANKIE 
                         Funnier? How is he funnier? 

                                          JACK 
                         I don't know, he just is. 

                                          FRANKIE 
                         Does he look funnier? Act funnier? How is 
                         he funnier? 

                                          JACK 
                         Hey calm down. It's just the way he tells 
                         the jokes. 

                                          FRANKIE 
                         Look, if you say someone is funnier than 
                         someone else, you have to know why he is 
                         funnier. You have to be more precise. 

                                          JACK 
                         Okay, he looks funnier. 

                                          FRANKIE 
                         How, because he has a big chin? 

                                          JACK 
                         Well, yes. 

                                          FRANKIE 
                         So you say someone is funnier just 
                         because he has bigger chin? That's the 
                         only reason?... 

                                          JACK 
                         Turn left here. 

                                          FRANKIE 
                         ... So the only thing that counts is the 
                         looks? Jeesus Christ... Listen, Letterman 
                         has bigger teeth, he looks like a 
                         goddamned horse. 

                                          JACK 
                         No, that's not the only thing. I mean 
                         there are other things... 

                                          FRANKIE 
                         Like what? 

                                          JACK 
                         Well... like umm...the way he acts. Yeah, 
                         I think he's funnier, because he acts 
                         funnier, and overall, I think he does 
                         everything better than Letterman.  

                                          FRANKIE 
                         You can't even tell what he's saying. At 
                         least with Letterman, you are able to 
                         catch all the jokes. With Leno you just 
                         miss everything, because you just think, 
                         what the hell did he just say. 

                                          JACK 
                         That's your problem. I have no problem 
                         whatsoever understanding him. So the real 
                         reason why you consider Letterman better 
                         than Leno is that you can't understand 
                         Leno?... Turn right, turn right! Shit, 
                         you missed the turn! 

                                          FRANKIE 
                         I didn't miss it. This way is closer. 
                         I've gone here a hundred times before. 

                                          JACK 
                              (looking at a map) 
                         Are you sure? The map says it was that 
                         way! 

                                          FRANKIE 
                         Hey I said I'm sure! Trust me on this. 
                         We'll take the next left to 58th. 

                                          JACK 
                         Okay. 

          The car passes a road sign that reads 59th STREET. 

                                          JACK 
                         Did you see that? We've gone too far! 

                                          FRANKIE 
                         Fuck. Why didn't you read the map? 

                                          JACK 
                         I did read it! You didn't listen! It was 
                         the last turn! 

                                          FRANKIE 
                         Fuck. 

          Frankie looks over his shoulder and puts the car in reverse. 
          He starts to pull back to 58th. 

                                          FRANKIE 
                         Look, kid. I'm older than you, so I think 
                         I can make a difference between a good  
                         talk-show host and a bad talk-show host. 
                         I say Letterman is better than Leno and 
                         that's it! No more conversation! 

                                          JACK 
                         Whatever. 


          EXT. LARGE FACTORY 

          The car pulls inside a LARGE FACTORY in the edge of the 
          city. After a while The Batmobile follows. It goes to a stop 
          and Batman comes out. 


          EXT. ABANDONED FACTORY AREA -STORMY NIGHT 

          The factory is abandoned and dark. The machines are filled 
          with rust and dirt from years of lack of usage. 

          Batman is walking cautiously. He walks past an old tank when 
          he suddenly hears the sound of someone talking. He quickly 
          jumps behind the tank and hides in the shadows. 

          Two gangsters are walking across the area. 

                                          FRANKIE 
                         ...and then the other guy said "Frankie, 
                         you're a funny guy" So I said to him "How 
                         am I funny?" 

                                          JACK 
                         Then what you do? 

                                          FRANKIE 
                         Well what do ya think I did? I blew his 
                         fuckin' brains out. I ain't taking that 
                         kinda' shit from no one. 

                                          JACK 
                         Yeah, that's the real way to go Frankie. 

          Frankie starts laughing a chilly laugh. The thugs walk past 
          and their speech fades out. Batman steps out from behind the 
          tank. 

          He waits until the thugs are far ahead and then starts to 
          follow them. They walk inside a factory. Batman follows.  


          INT. FACTORY - STORMY NIGHT 

          The factory is dusty and dark. Batman sees the thugs 
          disappear in the darkness. He walks forward. 

          Suddenly a maniacal laughter echoes in the darkness. Batman 
          makes a quick turn and sees THE JOKER standing behind him. 

                                          JOKER 
                         Come on big boy! 

          Batman starts to move slowly towards Joker. 


          INT. PREDATOR'S P.O.V 

          Predator looks over the scene from a roof above. He looks on 
          Batman. We hear Batman talking through a mechanical filter. 

                                          BATMAN 
                         It's over, Joker. 

          Predator zooms in on Batman's head. 

                                          PREDATOR 
                              (mechanical replay) 
                         It's over Joker.... It's over Joker 


          BACK TO SCENE /BATMAN/JOKER 

                                          JOKER 
                         I don't think so. Show time boys! 

          From behind Joker, GANGSTERS step out of hiding. They are 
          all armed with MACHINE GUNS. There must be 10 of them. 

          Batman's eyes reflect his terror as he looks around him, 
          cloak swinging. 

          The Joker's mouth widens to an even more gruesome maniacal 
          smile. He lifts a stick like an orchestra conductor. 

                                          JOKER 
                         Music please!! 

          At The Joker's call the gangsters start firing their guns at 
          Batman. BUDDA BUDDA BUDDA! 

          Batman's armor gives him some protection but even that is 
          not enough for this kind of execution squad. 


          EFX: SLO MO 

          Batman tries to escape, bullets ripping his cloak apart. He 
          manages to turn around and start running. Some bullets 
          manage to get through. With a squish one bullet rips through 
          the side of his stomach. Batman grins in agony as he drops 
          to the ground 

          The Joker stands there moving his arms like he is conducting 
          an orchestra. A maniac's Symphony of Death.  

          Batman is crawling on the ground as the bullets rain on his 
          armored back and all around him the water splashes.   


          RESUME LIVE ACTION 

          The Joker lifts up his arms in the air and screams 

                                          JOKER 
                         Finale! 

          The gangsters cease firing. Joker walks up to Batman, who's 
          lying on the ground face down. He stops beside him and looks 
          at him. His face shines with insanity. 

                                          JOKER 
                         Ooohh, looks like Batbrain got a little 
                         hurt. 

          He puts his foot under Batman and turns him around. Batman 
          is bleeding badly from his stomach. His armor is all messed 
          up. 

                                          JOKER 
                         Now it's just you and me. Time for Batman 
                         to say good night. 

          Joker takes out a gun and points it at Batman's head. 

                                          JOKER 
                         Batman, Batman... So sorry we have to 
                         part like this. Is there anything you 
                         would like to say before I send you to 
                         BatHell. 

          Batman raises his arm below his face. He is holding a small 
          device in his hand. 

                                          BATMAN 
                              (quietly) 
                         I never got... the chance... to show 
                         you... my CAR. 


          EXT. OUTSIDE FACTORY - BATMOBILE 

          The Batmobile is standing still in the shadows. Suddenly its 
          engines start and the headlights rise from the hood. 


          INT. FACTORY  

                                          JOKER 
                         What? what are you mumbling about? 

                                          BATMAN 
                         It's a very nice CAR, I would have loved 
                         to show it to you. 


          INT. BATMOBILE 

          The throttle increases. 


          EXT. OUTSIDE FACTORY - BATMOBILE 

          Batmobile starts to move by itself. 


          INT. FACTORY 

          The Joker grins as he is looking at Batman. He starts to 
          laugh. 

                                          JOKER 
                         Oh Batman. Looks like you too finally 
                         lost your mind hoohoohoo... Too bad you 
                         won't be around to enjoy it. 

          In a window behind him we start to see a pair of lights 
          closing in. 

          Joker cocks the gun and gets ready to pull the trigger. 

                                          JOKER 
                         See you in hell, my friend. 

          The lights behind him get closer. We start to hear an engine 
          roar and the sound of wheels on the gooey ground. Joker 
          hears it and turns around quickly to see what the noise is.  

          His face lights up from the headlights, he doesn't even have 
          time to react to the sight before... 

                                          JOKER 
                         Oh shit. 

          CRASH, the BATMOBILE explodes through the wall. The rocks 
          fly around. The gangsters scream as they get thrown over. 

          THUD, the BATMOBILE hits The Joker, who slams across the 
          roof of the car and rolls off to the side.  

          The car stops in front of Batman and the door opens. Batman 
          manages to crawl inside and then the door shuts behind him. 

          The Joker picks up the gun that is lying beside him and 
          stands up. He starts laughing as the headlights from the 
          Batmobile shine in his eyes.  

                                          JOKER 
                              (screaming) 
                         BATMAAAN!!!!! 

          Batman smiles at the Joker outside. 

          The Batmobile takes off with a WHOOSH, dust flying around  
          as it goes. Batman hits the brakes and turns the car around 
          with a sharp U-turn. 


          INT. BATMOBILE 

          Batman looks at the Joker for a while. Then he hits the 
          gas. 


          INT. FACTORY 

          The Batmobile starts racing fast, straight towards Joker.  

          Joker takes out a second gun from his back holster. He is 
          now holding two guns, pointing them at the Batmobile. Some 
          of the thugs have recovered from the crash and pick up their 
          guns. 

          The Batmobile comes closer fast, illuminating Joker with its 
          headlights.  

                                          JOKER 
                         DIIIIIEEEEEE!!!! 


          EFX: SLO MO 

          Joker starts firing both guns at the same time and the thugs 
          fire their tommyguns at the Batmobile BLAM!! BLAM!! BLAM!!  

          The Batmobile comes fast towards Joker. Joker fires 
          furiously BADDA BADDA BADDA BADDA!!! 

          Sparks fly as the bullets hit the armored Batmobile. The 
          guns can't damage it. 

          Joker leaps to the side just before being hit by the 
          Batmobile again. He fires every round he has, as the 
          Batmobile roars past him, screaming as he is firing. 


          RESUME LIVE ACTION 

          Batman drives toward the exit. The gangsters who where 
          standing in front of the Batmobile jump out of the way as it 
          zooms by. 

           

                                          JOKER 
                              (screaming) 
                         Dieeeeeeeeeeeeee!!!!! 


          EXT. PREDATOR'S P.O.V -MOVING 

          Predator is looking down on the Batmobile from a rooftop 
          above. He zooms in on the Batmobile. 

          He follows the Batmobile until it is just beneath him. He 
          jumps. 


          EXT. BATMOBILE - MOVING 

          We see the cloaked Predator landing down on the top of the 
          Batmobile. 


          INT. BATMOBILE  

          Batman hears the thud. He looks up quickly but notices 
          nothing. 


          EXT. BATMOBILE - PREDATOR 

          We hear a CLING as Predator extends his WRISTBLADES. He 
          starts banging on the Batmobile's windshield.. BANG! BANG! 


          INT. BATMOBILE  

          Batman looks in amazement as the windshield starts to 
          crackle barely from the blows by the invisible Predator. He 
          quickly hits the brakes 


          EXT. BATMOBILE  

          The Batmobile stops real quick, like it had hit a wall.  

          We see the cloaked Predator flying off the roof and landing 
          on the muddy road. 


          INT. BATMOBILE  

                                          BATMAN 
                              (to himself) 
                         What the hell was that? 

          Batman hits the rocket booster and... 


          EXT. BATMOBILE - PREDATOR 

          the Batmobile shoots away. 

          The cloaked Predator stands up just before getting hit by 
          the Batmobile.  

          SLAM! Predator gets thrown across the Batmobile which 
          continues to race away. 


          INT. FACTORY - STORMY NIGHT 

          Joker is left behind, sitting on the ground with his guns 
          aimed at Batmobile, still pulling the triggers CLICK CLICK 
          CLICK! The guns are empty but he just continues his maniacal 
          clicking. 

          The thugs have stopped firing. They look at Joker who is 
          screaming as he is clicking his empty guns. 

           

          A GANGSTER walks up to The Joker. 

                                          GANGSTER 
                         Hey, are you all right? 

          The Joker throws down the guns, grabs the thug by his collar 
          and starts shaking him furiously. 

                                          JOKER 
                         Do I look all right to you huh? Do I look 
                         all right? 

          He starts to laugh again. The gangster looks terrified. 

                                          JOKER (CONT'D) 
                         Batbrain got away! He got away, do you 
                         understand? I want him! I want to kill 
                         him with my bare hands! I want to rip out 
                         his brain and squish it with a 
                         sledgehammer! Die Batman, 
                         Dieeee!!!!!!!!!!!!!!!!!!!!!!!!!! 

          He lifts up the thug and starts to strangle him. The thug is 
          gasping for breath as he tries to speak up 

                                          GANGSTER 
                              (gasping) 
                         Boss... please, it's me , Luigi! 

          The Joker let's go of the thug, who falls down gasping. 

                                          JOKER 
                         Sorry Luigi, I'm just a little bit UPSET! 
                         Where's Frankie? 

          Joker starts walking away. Luigi has caught his breath and 
          follows him. 


          INT. OBSERVER'S P.O.V 

          Someone is spying on the Joker and the gangster. We hear his 
          heavy breathing. He sniffs the air as he is looking at them 
          walk.                                                                 


          BACK TO SCENE / JOKER/LUIGI 

                                          LUIGI 
                         He took his gang and headed back home as 
                         we planned. 

          They are walking toward the MESS HALL. 

                                          JOKER 
                         As we planned? As we planned? 

          He starts laughing again. Then stops and shouts furiously: 

                                          JOKER 
                         A living Batman was not in our plan!  

          He relaxes his voice again. 

                                          JOKER 
                         We need a new plan. 


          EXT. PREDATOR'S P.O.V 

          Predator is looking at the Joker and Luigi walking toward 
          the mess hall. 


          INT.  MESSHALL - STORMY NIGHT 

          Joker kicks the door open and steps inside. We see six 
          gansters standing there. They all turn toward Joker as he 
          enters. 

                                          JOKER 
                         Listen up people. As you may have 
                         noticed, he got away.  

          One of the gangsters steps forward. 

                                          GANGSTER 
                         We're sorry sir. 

          Joker looks at him. 

                                          JOKER 
                         You sure are. A sorry bunch of no good 
                         thugs. But he's gone , and we gotta get 
                         him again, and this time for good.  


          INT. MESSHALL - CREVICE  
                           

          In a small CREVICE down by the wall we see a pair of EYES 
          watching the gangsters. 


          INT. MESSHALL  

          A fat gangster is standing in front of the big main window. 
          He lights up a cigarette. suddenly we see three red dots on 
          the back of his head. He looks at Joker. 

                                          FAT GANGSTER 
                         Hey Joker, How are we supposed to... 

          Suddenly we hear a huge BLAM!! The fat gangster's head 
          EXPLODES in a sea of blood. 

          The entire room is struck with panic 

                                          JOKER 
                         Shit, what the hell was that? 

          Predator's SPEAR comes hurtling through the window. It goes 
          straight through one of the gangsters, who screams in pain 
          as he's nailed to the wall. 

          The cloaked predator steps inside through the shattered 
          window. BZZZ, he disconnects his cloaking device. 

          Predator is standing before the window, looking at the 
          gangsters around him. 

          Luigi grabs his TOMMYGUN and comes running toward Predator. 

                                          LUIGI 
                         What the fuck are you, take this!!!!! 

          He starts firing BLAM BLAM BLAM!!! Green blood flies as the 
          bullets hit Predator.  

          Predator turns his SHOULDER GUN toward Luigi and the three 
          dots appear on his forehead.  KABLAMMO! Luigi gets thrown 
          back by the impact, his skull shattering.  

          At the same time another gangster in the back of the room 
          points his gun at Predator. BLAM! He fires.  

          On Predator's leg a round device comes out of some kind of 
          holster. He quickly grabs it and throws it like a Frisbee 
          toward the gangster in the back.  

          SWISH!! the flying weapon cuts right through the gangster 
          who drops immediately. 

          The Joker is cowering behind the counter. He sees the back 
          door. He starts crawling towards it, below the eye level of 
          the Predator. 

          One gangster shoots his tommygun at the Predator. Predator 
          starts walking toward him. BLAM! BLAM! Predator ignores the 
          bullets bouncing from his armor and squishing into his 
          flesh. CLICK CLICK! Shit, the bullets are out... 

          Predator extends his wristblades and hits the gangster with 
          tremendous force, cutting his arm off. The gangster shrieks 
          in pain as the Predator takes another blow this time right 
          in his stomach. Predator lifts him up in the air. 

                                          GANGSTER 
                         Gnnnnnaaaaaaarghhhhhhh!!!!!! 

          Predator throws him on the wine counter, CRASH, the bottles 
          shatter below the body. It falls right in front of the 
          Joker, who screams like a little girl. 

          The last three gangsters have gotten in a line with their 
          tommyguns at the other side of the room. 

          Joker has reached the back door. He stands up and runs out 
          like there's no tomorrow. 

                                          GANGSTERS 
                         Let's waste that motherfucker, 
                         YAAAAAAAAAA!!!!!! 

          They all start firing their tommyguns at Predator, who gets 
          a little thrown off balance before he turns his SHOULDER GUN 
          towards the one on the left and shoots KABLAMM!! He fires a 
          steady stream of deadly energy across the three gangsters. 
          The gangsters get ripped apart from the impact. 

          The Predator stands in the middle of the blood soaked room. 
          Smoke is rising from the dead bodies all around and from his 
          shoulder gun.  


          INT. OBSERVER'S P.O.V 

          We hear fast breathing 

          The Predator looks around. He stops his eyes as he is 
          looking straight at the crevice /us. He starts walking 
          toward it /us. Predator's feet come right in front of the 
          crevice.  

          The breathing stops, we hear a SNARLING SOUND from the 
          Predator. 


          BACK TO SCENE /PREDATOR 

          Then Predator notices the backdoor swinging. He runs toward 
          it. 


          INT. FACTORY - JOKER 

          is running in panic across the area. He glances behind him 
          all the time.  He is hyperventilating. 


          INT. MESSHALL BACK DOOR  

          The door blows up as the Predator comes running out in the 
          darkness. He pushes a button on his arm , BZZZZ 

          He activates the cloaking device again, making him nothing 
          more than a ghostly shape in the darkness.  


          INT. FACTORY - JOKER 

          is running in panic. He checks his back but can't see 
          anything now. 


          INT. PREDATOR'S P.O.V 

          The Joker is running. Predator is stalking him from above, 
          matching his movements with those of Joker. 


          BACK TO SCENE / JOKER 

          stumbles across some debris as he runs. It's completely dark 
          in here, only a few emergency lights here and there. It's 
          silent, only water dripping from the ceiling can be heard, 
          echoing in the darkness. 

          Joker screams in terror. 

          He continues to stumble across the darkness. 

          We start to hear heavy footsteps as the Predator closes on. 

          Joker hears them too. It looks like he gets even more pale 
          than he already is. 

                                          JOKER 
                              (screaming) 
                         What the hell are you, what do you want? 

          He runs further inside. He knows the monster is behind him, 
          he can almost feel it breathing down his neck. 

          Suddenly we see a flashing EXIT SIGN in a corridor a way 
          ahead. Joker starts running toward it, stumbling at the 
          walls in the darkness. 

                                          PREDATOR (V.O.) 
                              (mechanical recording) 
                         It's over Joker...  

          Joker runs in panic as he hears the spooky voice of the 
          familiar Batman greeting. He screams out... 

                                          JOKER 
                         Batman? Noo, It can't be you! 

          Then he hears an even more familiar voice. A pale imitation 
          of his OWN maniacal voice. 

                                          PREDATOR (V.O.) 
                              (mechanical recording) 
                         Just you and me... 

          Cold sweat drips down his forehead. 


          INT. EMERGENCY EXIT -NIGHT 

          Joker runs back and forth , hitting the walls, toward the 
          faint light at the end of the corridor.  

          Finally he reaches the emergency exit door. He tries to open 
          it. LOCKED! He screams in horror. 

                                          JOKER 
                         Nnoooooooo!!! 

          He starts banging on the door in panic but in vain. 

          We hear the heavy footsteps close by. 

          Joker turns around slowly...slowly... NOTHING! 

                                          JOKER 
                         Please don't kill me... pleasee noooo!!! 

          BZZZ , We see blue lightning bolts whizz along the contours 
          of the Predator as he decloaks right in front of Joker. He 
          looks Joker right in the eye. 

          Joker sits trembling, all quiet. 

          Predator steps forward and extends his WRISTBLADES CLING! 

          Joker knows he's going to die. 

          Predator grabs Joker by his forehead and lifts him up. 


          INT. PREDATOR'S P.O.V 

          Predator examines Joker's head slowly. We see his skull. It 
          is quite different from what we consider normal. His 
          cheekbones are long and sharp and his jaw is inhumanely 
          long. 


          BACK TO SCENE /JOKER/PREDATOR  

          Joker hyperventilates as the Predator holds him by his head. 
          Predator lets go and Joker drops to the ground.  

          Predator starts walking away. 

          Joker sits in amazement and terror for a moment. Then he 
          starts pulling out a gun from his pants, but it's not a 
          normal gun, this one's over four feet long. He points it at 
          Predator. Predator stops. 

                                          JOKER 
                         Die you freaker! 

          He pulls the trigger but instead of a bullet, a huge 
          BANG!-FLAG shoots out from the turret. Wrong gun... 

          The Predator plays back a recording of the Joker's own 
          laugh, sounding really mechanical and distorted. 

                                          PREDATOR 
                              (mechanical recording) 
                         Hoohoohoohoohoo!!! 

          Predator looks at Joker and pushes the button on his arm. 
          BZZZ!!! He cloaks again. We hear the heavy footsteps fade 
          away. 

          Joker starts to laugh. First it's just a quiet laughter but 
          then it brakes out to a continuous psychotic maniacal 
          laughter. 

                                          JOKER 
                         HAHAHAHAHAAAA!!! 


          EXT. ROAD - STORMY NIGHT 

          The Batmobile hurtles down the road towards Wayne Manor. 


          INT. BATCAVE  

          The Batmobile slows down and stops on the platform. Alfred 
          is there, doing some dusting over the consoles.              

          The Batmobile doors open and Batman stumbles out holding his 
          stomach, leaning on the car. 

                                          ALFRED 
                         My god, sir! What has happened! 

          He hurries up to aid Bruce. 

                                          BATMAN 
                         I was ambushed by Joker. 

                                          ALFRED 
                         Joker? I thought he was still in the 
                         asylum. 

                                          BATMAN 
                         So did I. 

          Alfred helps Bruce to a chair. He notices the wounds. 

                                          ALFRED 
                         You have been shot! ... Stay still! 

          Alfred hurries up the stairs to get the first aid equipment. 
          Bruce sits still, his face twisted in agony.  

          Suddenly he notices something strange on the car. On the 
          front hull there is something green glowing bright, like 
          neon.   

          Alfred hurries down the stairs with a medikit and a towel in 
          his hands. 

                                          ALFRED (CONT'D) 
                         Hold on, master Bruce! 

          He begins to treat Bruce. 

                                          BATMAN 
                         Something hit me back there, Alfred. 

                                          ALFRED 
                         What? 

                                          BATMAN 
                         I hit something... Something, I'm not 
                         sure what it was. 

                                          ALFRED 
                         Yes, quite... Now, don't move. 

          Alfred removes the bullet from Batman's stomach. Bruce grins 
          in pain, but makes no sound. 

                                          ALFRED (CONT'D) 
                          There, That should do it. 

                                          BATMAN 
                         ...Alfred. 

                                          ALFRED 
                         What? 

                                          BATMAN 
                         What's that green stuff on the car? 

          Alfred looks at the batmobile, uninterested. 

                                          ALFRED 
                         I don't know. Maybe just some pigeon 
                         droppings. 

                                          BATMAN 
                         Pigeon shit doesn't glow like that. Could 
                         you take a sample of it? 

                                          ALFRED 
                         All in time, Bruce... Now, this will hurt 
                         a bit. 

          Alfred pours some anti-bacterial substance on a piece 
          bandage and sets it on Bruce's wound. Bruce grins. It hurts 
          like hell, but again he makes no sound at all. 

                                          ALFRED 
                         Now you need some rest. Here, let me help 
                         you to the bed. 

          Alfred helps Bruce out of the chair and down the little 
          stairs that surround the platform. He pushes a button on the 
          wall and A BENCH slides out of it. Carefully he sets Bruce 
          lying on it. Then he hands Bruce some medicine.  

                                          BATMAN 
                         What's this, Alfred? 

                                          ALFRED 
                         Just some mild painkillers. Now relax. 

          Bruce swallows the medicine, and slowly closes his eyes. 


          INT. SEWERS - NIGHT 

          The sewers are moist and dark. There are some BIG rats here 
          and there. It's silent. The only thing that can be heard is 
          the floating goo on the ground. Suddenly the silence is 
          disturbed, by heavy SPLASHES. 

          It's coming closer. The rats run screaming away. Something 
          emerges from behind the corner, the goo splashing under its 
          heavy footsteps. It' comes closer and then the splashing 
          stops.  

          BZZZ, The Predator decloaks itself. His chest is covered 
          with bullet wounds. We can see the green blood glowing. He 
          is dragging A NET-LIKE BAG full of HEADS behind him. 

          Predator sits on the gooey ground and lowers the bag beside 
          him. He sticks his sharp-nailed, scaly finger inside a 
          bullet wound and starts to twist it inside. He digs a bullet 
          out and tosses it away. He repeats this, until all the 
          bullets have been removed from the wounds. Then he grabs a 
          knife-looking, sharp thing from his leg holster and brings 
          it before his eyes.  

          He points the shoulder gun towards it. He fires a low level, 
          steady stream on it until it begins to GLOW brightly white. 
          He looks at the glowing blade for a while, and then slowly 
          sticks it on the wounds. A HORRIFIC SCREAM echoes in the 
          sewers. 


          EXT. OLD FACTORY AREA - NIGHT 

          Ten police cars arrive through the entrance. Six black and 
          whites, three vans and one regular car pull over by the 
          entrance. 

          A HUGE RUSTY PLAQUE is hanging over the entrance, it reads: 
          ACE CHEMICAL PROCESSING INC. 

          Gordon steps out of the lead car. He's wearing a long trench 
          coat, open in front. We see his SHOULDER HOLSTER packed with 
          his 9 MM. Lots of police officers step out of the other 
          cars. They are all wearing BULLET PROOF VESTS. Gordon looks 
          into the factory area and turns to face the others cops. 

                                          GORDON 
                         Listen up people! You all know the 
                         situation. We spread up in teams and 
                         divide the search. This might be where 
                         they're holding Barbara. If you see any 
                         gangsters or the Joker, call for backup 
                         first. We don't wanna lose lives here. 
                         Sanchez, Jackson, you're with me. 

          He claps his hands and points his thumb back toward the 
          factory. 

                                          GORDON (CONT'D) 
                         All right, let's move! 

          The cops get their guns ready, some have shotguns and some 
          have handguns. They quickly divide into teams of three and 
          start running inside 

                                          COP LIUTENANT 
                         Hut hut hut, let's go, let's go let's 
                         go!!!!!! 

          The cops run off in different directions in the factory 
          area. Gordon and the two cops, SANCHEZ and JACKSON remain at 
          the entrance. 

                                          GORDON 
                         I say we take that warehouse over there. 

          He points to an old warehouse. 

                                          JACKSON 
                         You got it! 

          They move toward the warehouse. 

                                          SANCHEZ 
                         What exactly DID happen here? I didn't 
                         quite catch the briefing. 

                                          GORDON 
                         All I know is I got a call from Batman. 
                         He said the Joker and his thugs are here. 
                         We assume they're holding Barbara here.  
                         There was also lots of reports of gunfire 
                         and screaming. I have a gut feeling 
                         there's something fishy going on here. 

                                          JACKSON 
                         Well , we ought to find out soon. 

          They arrive at the warehouse. They all get their guns out. 
          Silently they move in, checking the warehouse from top to 
          bottom. 


          INT. WAREHOUSE 

          Gordon walks past some old crates. Sanchez has walked around 
          on the other side. Jackson is checking out the area by the 
          entrance. Gordon waves a hand signal to Sanchez. 

                                          GORDON 
                         Looks clean. 

          Suddenly the RADIO goes wild. Gordon answers it quickly. 

                                          GORDON 
                         Yeah. 

          It's one of the cops. He sounds really terrified. 

                                          COP (V.O.) 
                              (filtered) 
                         We found something, you'd better come and 
                         see!... In the mess hall! 

                                          GORDON 
                         Messhall, 10-4, we're on our way. 

          Gordon puts down the radio and starts running toward the 
          exit. He waves at Jackson. 

                                          GORDON 
                         They have something in the messhall, 
                         let's go. 

          They run out from the warehouse.  


          INT. FACTORY - GORDON'S TEAM 

          is running across the factory to the messhall. There's a cop 
          outside waving. 

          They come up to the messhall and run inside. 


          INT. MESSHALL 

          As they walk into the room a shocking sight awaits them. The 
          room is full of dead bodies, the floor is almost covered 
          with blood. The bodies are horribly mutilated. They are 
          hanging from the roof, like butchered cattle. Their heads 
          are missing. The bodies have been skinned.  

          Their red flesh is still dripping the last bit of blood that 
          is left. 

                                          GORDON 
                              (shocked) 
                         Holy mother of god!!!!!! 

           He lowers his gun in shock.  

                                          GORDON 
                         What kind of sick person could have done 
                         this?  

                                          JACKSON 
                         Maybe this Bat fella' is even crazier 
                         than we thought. 

          They walk around the bodies and look around them on the 
          ground. They see a bunch of tommyguns and gangster hats 
          lying on the ground. 


          INT. LITTLE MAN'S P.O.V 

          The little man is once again spying in the crevice. 


          BACK TO SCENE /GORDON 

                                          GORDON 
                         Bullshit! I know him, he's no butcher. 

          They stop. Gordon turns to Sanchez. 

                                          GORDON 
                         We'd better get forensics down here. 

                                          SANCHEZ 
                         I'll go make the call. 

          Sanchez walks outside. Gordon and Jackson are left there 
          looking at the mutilates bodies. 

                                          JACKSON 
                         In my 7 year career as a cop, I've never 
                         seen anything that would even come close 
                         to this. And they say you get used to the 
                         violence... 

          Suddenly they hear a NOISE from further ahead. They look up 
          quickly and see a small figure moving. 

                                          GORDON 
                         Hey! You there... 

          It's that same little man. 

                                          GORDON 
                         What are you doing here? 

          The little man starts running away, out the back door. 
          Gordon and Jackson run after him. 


          INT. FACTORY 

          The little man runs further inside the factory. Gordon and 
          Jackson are following at a distance behind him. 


          INT. FACTORY  

          The little man runs further inside, he turns around a 
          corner. Gordon and Jackson come after. They turn around the 
          corner, only to see...Nothing. It's as if he just vanished. 

                                          JACKSON 
                         Where the hell did he go? 

          They look around them to see if they missed something. 

          Gordon picks up the radio. 

                                          GORDON 
                         This is Gordon, we saw a small man escape 
                         from the murder scene into the factory. 
                         We lost him. We need backup in the 
                         factory building. Over. 

          Gordon looks up to Jackson. 

                                          GORDON 
                         You go that way, I'll take this one. He 
                         didn't look too dangerous. 

          Jackson moves the other way as Gordon starts to move 
          forward. He walks past some old rusty machines. He comes up 
          to a staircase. He looks down and sees the little man moving 
          away down there. Gordon starts running down and picks up the 
          radio. 

                                          GORDON 
                         Gordon here, I spotted him. Going 
                         downstairs from the machine hall. 

          Back in the machine hall Jackson comes running. He sees the 
          stairs and runs toward them. 


          INT. CELLAR LEVEL 

          The little man quickly runs further away. Gordon isn't far 
          from him. Suddenly the little man takes of his HAT  and 
          throws it at Gordon. Gordon sees it coming and quickly 
          dodges it, SHWING, the hat hits the wall and sticks to it. 
          We see that it has a SHARP METAL EDGE. 

          Gordon looks at it in amazement and sighs in relief he 
          dodged it. 

          The little man runs into a room. 

          Suddenly we hear a noise like someone scraping two rocks 
          together. 


          INT. STORAGE ROOM 

          Gordon comes into a room. Empty, only some crates. Looks 
          like he got away again. Gordon stops to catch his breath.  

                                          GORDON 
                         Dammit! 

          Jackson comes running along the corridor to the room. 

                                          GORDON 
                         Lost him again. 

                                          JACKSON 
                         A real weasel. Are you sure he came in 
                         here? 

                                          GORDON 
                         I was sure, but not anymore. 

          They start walking around the room, looking behind the old 
          crates. They look and look but can't find him. 

                                          JACKSON 
                         This is pointless, He must have taken 
                         another way. 

          Jackson is standing next to the wall. He starts to lean 
          against it. Surprisingly the wall starts moving backward 
          with him 

                                          JACKSON (CONT'D) 
                         Whoah! 

          The wall moves in to reveal a hidden passage. The wall was 
          only an illusion, there was a wooden crate painted like the 
          wall, standing in an old doorway.  

                                          GORDON 
                         I'll be damned. I knew he came in here. 


          INT. DARK CORRIDOR 

          They cautiously walk inside the corridor behind the door. 
          They lift their guns as they walk. The corridor is damp and 
          dark. There's an icky smell in there. Jackson coughs. 

                                          JACKSON 
                              (coughing) 
                         Damn, this place stinks! 

                                          GORDON 
                         Try to not smell it. We have to keep 
                         going. 

          They walk along the corridor. We start to see a faint light 
          in the other end. They come closer to the light, it is a 
          doorway. As they come closer the smell gets stronger.  

          Jackson takes out a handkerchief and hold it against his 
          face. 

                                          JACKSON 
                              (coughing) 
                         How can you stand this smell? 

                                          GORDON 
                              (really cool) 
                         I think about baseball. 

          They come closer to the doorway, a reddish light emanates 
          from the room behind. They step inside cautiously, guns 
          ready. 


          INT. HATMAKER'S WORKSHOP 

          They enter the room and encounter an even more gruesome 
          sight than before. There is a DEAD BODY on a table, his skin 
          ripped of. A name tag lies beside the body, it reads 
          BERNSTEIN. 

          A bunch of HATS MADE OF HUMAN SKIN stand on a large shelf. 
          There are name tags in front of each one... Shane, 
          Philipson, Tanner... There's an empty space with the name 
          tag BATMAN 

          Jackson drops the handkerchief and gets really pale. He 
          coughs and runs away and throws up 

                                          GORDON 
                              (shocked) 
                         HOLY MOTHER OF GOD!!!!  

          Jackson stands there leaning forward in the corner, 
          coughing. 

                                          JACKSON 
                         Shit, what the hell is going on here? 

          Gordon picks up his radio. 

                                          GORDON 
                              (concealing his disgust) 
                         Hello.... Get your asses down to the 
                         cellar. We found something terrible here. 
                         And if you're squeamish, better stay up 
                         there.  

          Gordon walks up to the pale Jackson and pats him on the 
          shoulder. 

                                          GORDON 
                         Come on pal! Let's get out of here. 

                                          JACKSON 
                         Fuckin' ay! 

          They walk out into the corridor. 


          INT. DETAIL - SHELF 

          Rows of HUMAN HATS pass by.  

                                                             DISSOLVE TO: 


          INT. PREDATOR'S LAIR -TROPHIES 

          Rows of fresh HUMAN SKULLS pass by. A SCALY HAND grabs one 
          of the skulls.  

          A MECHANICAL SOUND can be heard.  

          Then the SCALY HAND places a SHINY SKULL back on the shelf.  


          INT. DARK CORRIDOR 

          A bunch of cops and forensics guys come running along the 
          corridor. Gordon looks up to them. 

                                          GORDON 
                         We're dealing with a really twisted 
                         situation here. I want this whole area 
                         completely sealed off. The suspect got 
                         away, almost killed us. I don't want him 
                         to get away! A small fat man. 4.5 feet 
                         tall, wearing a blue cylinder hat and a 
                         trench coat. He's extremely dangerous, so 
                         be on your toes... And keep the press out 
                         of this! 

                                          COP LIUTENANT 
                         We'll take care of this. 

          Gordon and Jackson walk out along the corridor. 


          EXT. FACTORY ENTRANCE 

          The entrance is crawling with cops. Jackson runs out, 
          gasping for a bit of fresh air 

          Gordon walks up to him. 

                                          GORDON 
                         Don't worry, you'll get over it. 

                                          JACKSON 
                         Yeah, I hope so. 

          One police officer steps up to Gordon. 

                                          COP 
                         Excuse me sir. We've gone through the 
                         entire area. No sign of your daughter, 
                         they must've taken her elsewhere. Team 
                         three found the Joker. They say he's 
                         pretty messed up. 

                                          GORDON 
                         More messed up than you think. Where? 

                                          COP 
                         In the emergency exit, round that corner 
                         to the right. 

          He points to the right direction. 

          Gordon starts walking toward it. As he comes up to the 
          corridor entrance we can start hearing a loud familiar 
          maniacal laugh. Gordon goes into the corridor. 


          INT. FACTORY - EMERGENCY EXIT  

          Joker is sitting below the door, in the same spot he was 
          when we last saw him. He is still laughing. Three cops are 
          standing in the corridor pointing their guns at him. Gordon 
          walks up to them. He looks at Joker with an irritated look 
          on his face. 

                                          GORDON 
                         Have you found out anything. 

                                          TEAM 3 COP 
                         No, he just sits there laughing, we can't 
                         get through to him. 

                                          GORDON 
                         Lemme at him! 

          Gordon walks up to Joker and stops in front of him. 

                                          GORDON 
                         Joker, cut out that damn laughing. Where 
                         the hell is my daughter, you sick 
                         bastard? 

          Joker just laughs. Gordon bends over and hits him in the 
          nose. It starts to bleed. 

                                          GORDON 
                         Dammit man! Stop laughing and talk to 
                         me! 

          Surprisingly Joker stops laughing and looks Gordon right in 
          his eyes. 

                                          JOKER 
                         It's not human... It's not human... It's 
                         not human... It's not human it's.... 

          Gordon backs away and turn toward the cops. Now the Joker 
          just keeps repeating "It's not human" 

                                          GORDON 
                         Get this piece of shit outta here! 

          A bunch of other cops come walking through the corridor. 

                                          GORDON 
                         Cuff him up. I'll call for a special 
                         delivery. We can't take this maniac in a 
                         normal car. 

                                          COP 
                         Yes sir. 


          INT. GANGSTER HIDEOUT -NIGHT 

          On a table a JOKER CARD slams down. 

          We pull back to see five roughneck gangsters around a wooden 
          table, playing poker. The whole room is filled with 
          cigar-smoke. Another bunch is standing around the room, 
          drinking booze and smoking big fat Cuban cigars. 

          A radio on a counter is playing "BAD TO THE BONE" by George 
          Thorogood. 

          The guy in the middle is Frankie. On the other side is 
          CARLOS, a big fat Latino gangster and beside him sits a bald 
          muscular BADASS NEGRO gangster. 

                                          FRANKIE 
                         ...and then I had to wash his damn brains 
                         of my shirt. 

          The gangsters all laugh. 

                                          FRANKIE 
                         I'll see it and raise ya' 500. 

                                          CARLOS 
                         Damn... I fold. 

                                          BADASS NEGRO 
                         Hehe, I'm in. Let's see 'em. 
                              (He turns around toward the 
                              other gangsters) 
                         Hey, throw me another beer. 

          One gangster takes out a beer from the fridge and throws it 
          to him, real hard. He barely manages to grab the bottle in 
          the air. 

                                          BADASS NEGRO 
                         Hey watch it man, I told you to give me, 
                         not throw. 

          Frankie looks up to him and laughs. 

                                          FRANKIE 
                         Actually, you said throw. 

                                          BADASS NEGRO 
                         Well fuck-a-doodle-doo! Shiiit. 

          Carlos lifts up a M134 GENERAL ELECTRIC MINIGUN from under 
          the table. He takes out a cloth and starts to polish it. 

                                          BADASS NEGRO 
                         Oh not that minigun again. A minigun... 
                         Why the hell is it called minigun? Just 
                         look at the size of that thing. 

          Carlos whistles as he is polishing the gun. 

          BRAT, a skinny gangster who looks like a junkie rat turns to 
          Badass and looks at him with his red narcotical eyes. 

                                          BRAT 
                         It's irony, maan. Don't you get it? 
                         That's what they want you to believe. You 
                         just think like, all right, so it's a 
                         minigun, it's just some small faggot gun. 
                         But when you actually see it, boy does it 
                         really make your eyes pop. 

          They all laugh. 

                                          FRANKIE 
                              (laughing) 
                         I can't believe this kid. 

                                          BRAT 
                         No, don't laugh. I'm serious. It's really 
                         a goddamned tool of Satan, we are talking 
                         about here. Did you know, they invented 
                         those things during the second world war? 
                         They put them on airplanes you know, and 
                         boy, did they do some serious 
                         butt-kicking. The 7.62mm M134 General 
                         Electric Minigun. I mean, with a 
                         fire-rate ranging from 1000 to 10000 
                         rounds per minute, could you expect 
                         anything less? Hell no. This thing could 
                         mow a whole damn forest. It uses 7.62 X 
                         51 shells or alternatively 5.56mm and has 
                         1.36kg recoil adapters. Six muzzle 
                         velocity of 869 m/s. The whole beauty is 
                         powered by three heavy duty 12v batteries 
                         or a 28v 115 amp power cable. Six barrels 
                         of pure rolling thunder. It's a heavy gun 
                         for a heavy man.  

          Carlos smiles widely while polishing one of the barrels. 

                                          CARLOS 
                         You bet your ass. 

                                          BADASS NEGRO 
                              (laughing) 
                         You're both fucking crazy. You know that? 
                         You're both trigger-happy crazy s.o.b's. 

                                          FRANKIE 
                              (laughing) 
                         Aren't we all. 

                                          BRAT 
                         No, we're not crazy. He, who invented the 
                         minigun, he was crazy. And then some 
                         really crazy kook said: "Hey let's use 
                         these things as handguns!". That was 
                         probably the best idea since cocaine 
                         maan. 

                                          BADASS NEGRO 
                              (looks around him) 
                         Somebody shoot this freak, please! 

          They all laugh. 

                                          BRAT 
                         Don't make jokes with human lives maan. 
                         Did you know, one minigun is capable of 
                         taking over 1000 human lives in one 
                         minute? 

                                          CARLOS 
                         If you got 'em lined up nicely. 

          Carlos shoots an imaginary stream of bullets from left to 
          right. 

                                          BADASS NEGRO 
                         Stop it! Just shut up! I ain't 
                         interested! 

          Frankie takes out his gun, A SMITH & WESSON 44. MAGNUM, 
          LARGE FRAME MODEL 629 CLASSIC DX 

                                          FRANKIE 
                         I still prefer the good ol' 44, right 
                         between the eyes. 

          He points his gun right between Brat's eyes. Brat looks like 
          he just shit in his pants. 

                                          FRANKIE 
                         Pop! 

          Everybody laughs. 

                                          BRAT 
                         No, this is very important, maan. You got 
                         to know, what the minigun is capable of. 
                         Anyway, did you know it roots all the way 
                         back to the civil war? No kidding. They 
                         started to build these cannons with 
                         rolling barrels. They called 'em Gatling 
                         Guns. Over the years they evolved into 
                         what we now know as the lovely minigun. 
                         There are actually several models of it 
                         available. 

          Carlos looks at the polished barrels of the gun, it's so 
          polished he can see his own reflection clearly in it. Carlos 
          kisses his reflection. 

                                          CARLOS 
                         This one's my favorite. 

                                          BRAT 
                         This particular model is... 

          Frankie slams his cards on the table. It's a full house, 
          aces over kings. 

                                          FRANKIE 
                         All right kid, that's enough. Read 'em 
                         and weep losers. 

          The badass negro throws his cards on the floor. 

                                          BADASS NEGRO 
                         Damn it, one day I'm gonna get you. Just 
                         wait! 

          Frankie laughs. He turns around to face another room. 

                                          FRANKIE 
                         Hey doc! How's the chick doing? 

                                          GANGSTER DOC (O.S.) 
                         She'll live. 

                                          FRANKIE 
                         Great. 

          Frankie checks his watch. 

                                          FRANKIE 
                         Hell, what's taking them so long. 

          Brat leans back and looks at Badass again. The Badass looks 
          really troubled. 

                                          BRAT 
                         As I was saying about the different 
                         models. There is an interesting thing 
                         I've noticed. If you compare the M134 to 
                         the .223 version you'll notice that... 

          Seen through the window in the B.G a pair of headlights is 
          closing real fast. A SCREECH is heard as a car stops outside 
          the building, the engines running wild. All the gangsters 
          stop whatever they're doing and look up, even Brat stops 
          talking. 

                                          BRAT 
                         What the hell's that? 

          They all rush out. 


          EXT. HIDEOUT 

          A car is parked in front of the door. The door is open. 
          There is a BLOOD COVERED GANGSTER behind the wheel, holding 
          his stomach. 

                                          BLOOD COVERED GANGSTER 
                              (breathing hard in shock) 
                         Holy shit man, shiit, heelp me 
                         yyaaarh!!! 

          Frankie runs up to him. 

                                          FRANKIE 
                         Oh my god Johnnie-boy! What happened? 

          Johnnie-boy grabs Frankie by his sleeve. 

                                          JOHNNIE-BOY 
                         They're dead! I'm gonna die! It killed 
                         them! 

                                          FRANKIE 
                         Johnnie, listen to me! Shit! you're not 
                         gonna die! Hey, help me! we gotta get him 
                         inside. 

                                          JOHNNIE-BOY 
                         They're all dead! 

          Frankie and Badass Negro try lift him up, but he falls on 
          the ground, yelling. 

                                          FRANKIE 
                         Shit! His guts are coming out! Get the 
                         doctor here, NOW! 

                                          JOHNNIE-BOY 
                         It was a fuckin' monster. It killed them 
                         all... Nyaaaa.. I don't wanna die 
                         Frankie! 

                                          FRANKIE 
                         Batman? 

                                          JOHNNIE-BOY 
                         I don't know... what it was 
                              (beat) 
                         It ripped them apart... It's not human. 

          The doc comes running out. He crouches beside Johnnie-boy. 

                                          GANGSTER DOC 
                         Get me some bandage! Quick! 

          Johnnie-boy grabs the docs arm. 

                                          JOHNNIE-BOY 
                         It's out there...we gotta get ... the 
                         hell outta here. Am I gonna die doc? 

                                          GANGSTER DOC 
                         Don't talk. You're not gonna die. 

                                          JOHNNIE-BOY 
                         I shot it... but it just kept coming... 
                         I...emptied a whole damn clip 

          He starts to laugh. 

                                          JOHNNIE-BOY 
                         Haha ha haha...haaaayyyrrrrr haaarhh 
                         aaargghhhh!!!! 

          Then he dies. The doc closes Johnnie-boy's eyelids. 

                                          GANGSTER DOC 
                         He's gone. 

                                          FRANKIE 
                         What do you mean he's gone? 

                                          GANGSTER DOC 
                         HE'S DEAD! Finito! Kaputt! 

                                          FRANKIE 
                         Don't you just stand there! Do 
                         something! 

                                          GANGSTER DOC 
                         Listen to me Frankie! There's nothing, I 
                         can do anymore. I'm a doctor, not Jesus 
                         Christ! He's dead! Johnnie - boy - is - 
                         DEAD! 

                                          FRANKIE 
                         NO, He's not!!! ...Look, he's moving! 

          Johnnie's hand moves a little. 

                                          GANGSTER DOC 
                         That's just a post-mortal reflex... I'm 
                         sorry, Frankie, but this kind'a shit 
                         happens. It's life... Now let's get back 
                         to the bar and grab us a couple'a beers.    

                                          FRANKIE 
                         Hell, I'm going back to the bar! I'm 
                         going back to the factory! Everybody! In 
                         your cars! Now! We're gonna find out what 
                         the hell is going on here! 
                           


          EXT. HIDEOUT -CARS 

          A small army of cars leaves the area. 


          EXT. HILL NEAR FACTORY - STORMY NIGHT 

          The gangsters stop. They get out of the cars. They see a 
          convoy of police cars. In the middle of them is an ARMORED 
          VAN leaving the factory. Frankie takes a pair of binoculars 
          out of the car. 


          FRANKIE'S P.O.V 

          AS SEEN THROUGH THE BINOCULARS. The whole factory is 
          crawling with cops. 

          A CONVOY is moving along the road. 


          BACK TO SCENE / GANGSTERS 

                                          FRANKIE 
                         Looks like we're too late. 

                                          BRAT 
                         Where are they taking him? 

                                          FRANKIE 
                         To the god damned asylum... Looks like we 
                         gotta make another house call. 

                                          CARLOS 
                         Hey, this wasn't in the deal. Only one 
                         time. 

                                          FRANKIE 
                         No...You don't understand... 

                                          CARLOS 
                         You don't understand! 

                                          FRANKIE 
                         No YOU don't understand!!! You see, he 
                         owes us big time. He hasn't paid  me shit 
                         yet. If he thinks he can get away that 
                         easy he's dead wrong. 

                                          CARLOS 
                         Ok, but only if I can take "babe" with 
                         me. 

          Frankie goes real sensitive and puts his hand on Carlos' 
          shoulder. 

                                          FRANKIE 
                         Hey...I insist.  

          Carlos becomes real happy. 

          The gangsters get back to their cars and leave. 


          EXT. ROAD TO ARKHAM ASYLUM -STORMY NIGHT 

          The road goes through a dense swampy forest area. 

          A convoy is moving along the road. 

          First comes one black and white police cars, then comes a 
          huge ARMORED POLICE VAN, after that comes two regular police 
          vans. 

          Their sirens are on, making a horrendous noise. 

          The convoy comes up to a guarded checkpoint. A large fence 
          surrounds the area ahead. 


          EXT. ARKHAM CHECKPOINT - NIGHT 

          Two GUARDS stand beside the checkpoint.  

          The convoy stops. 

          One of the guards walks up to the lead car. Gordon slides 
          the window open. 

                                          GORDON 
                         We've got a special delivery. 

                                          CHECKPOINT GUARD 
                         I'll notify the warden. 

          The guard stands back and waves at the other guard. He opens 
          up the gate and the convoy drives through. 


          EXT. ARKHAM AREA - ROAD 

          The road goes on for a while more. After a while we start to 
          see a tall hill by the coast. On top of it stands the 
          fortress-like Arkham Asylum. 


          EXT. ARKHAM ASYLUM MAIN GATE 

          A group of guards stand in front of the gate waiting. 

          The gate opens up and the convoy comes inside. 

          The armored van parks in the middle of the area. The other 
          cars stop beside it. 

          From the smaller vans several police officers run out. They 
          are all wearing riot-protection outfits and are armed with 
          M-16 assault rifles. 

                                          POLICE CAPTAIN 
                         Move it! Move it! Move it! 

          The cops form a nifty double line between the armored van 
          and the asylum door. 

          The two cops from the armored van step out and go behind the 
          back door. Three guards walk up to them. They open the 
          door. 


          EFX: SLO MO 

          Out from the shadow steps a man wearing a bizarre face mask 
          and a straightjacket. We can only see his red vein covered 
          eyes and his green hair slowly swinging in the wind. 


          RESUME LIVE ACTION 

          Two guards quickly grab the Joker.  

          The police officers lift their weapons and start aiming them 
          at the Joker. 

          The guards walk with the Joker through the "alley" of police 
          officers.  

          Joker's chains rattle as he walks. 

          The police officers follow the Joker with their rifles as he 
          walks between them. 

          They come up to a huge STEEL DOOR. It starts to open. 

          The guards shove the Joker in motion and continue to walk 
          inside. When they have walked inside the door SLAMS shut.  


          INT. ARKHAM ASYLUM -NIGHT 

          The guards take Joker further inside the asylum.  

          Some screaming and maniacal laughter echoes through the 
          corridors every once in a a while. 

          They come to a huge door with the sign "MAXIMUM SECURITY 
          BLOCK" 

          One of the guards goes up to a console by the door and 
          punches in some numbers. The door opens with a SWOOSH 


          INT. MAXIMUM SECURITY BLOCK  

          The guards walk with the Joker past a number of cells. 
          Horrible screaming fills the entire block. 


          EFX: SLO MO 

          C.U. Joker's eyes look really calm and expressionless. 


          JOKER'S P.O.V 

          A BALD MANIAC walks by, strapped in a straightjacket, 
          escorted by two orderlies. He looks Joker in the eye as they 
          walk by. 


          BACK TO SCENE / JOKER 

          Other prisoners look at them as they pass by their cells. 


          INT. PENGUIN'S CELL 

          A LONG NOSED figure watches from the darkness as Joker walks 
          by. 


          RESUME LIVE ACTION 


          INT. CORRIDOR 

          Finally they come up to CELL #152.  

          One of the guards takes out a radio. 

                                          GUARD 
                              (using radio) 
                         We're here. Open the door. 

          With a loud CLICK the door opens.  

          The guards push Joker inside. 


          INT. CELL #152 

          The guards remove Joker's chains and face mask. They shove 
          him on the cell floor. The guards walk out and the door 
          SLAMS SHUT. 

          Joker sits and covers his face with his palms. 

                                                             DISSOLVE TO: 


          FLASHBACK: NIGHT CLUB 

          We are now in a sleazy night club, five years ago. 

          A MAN sits at a table. He's holding his head down with his 
          palms covering his face. 

                                          VOICE (O.C.) 
                         Hey kid. Wake up! It's your turn. 

          He lifts his face up. We see it's the man who is about to 
          become the Joker. We know him as MR. X. 

                                          MR. X 
                         Oh...sorry. 

          His BOSS is standing beside him. He is a fat man in a suit, 
          smoking a cigar. 

                                          BOSS 
                         Now get up there and do your stuff. 

          Mr. X gets up. He starts to walk towards the STAGE.  

          A man in the audience looks at him. 

                                          MAN IN AUDIENCE 
                         Hey, good luck. 

          Mr. X looks back at him nervously. 

                                          MR. X 
                         Thanks. 


          INT. NIGHT CLUB - STAGE 

          He steps up on the stage, waving happily at the audience as 
          he grabs the microphone. 

          He does a REALLY bad comedy routine. 

          Time passes, and still nobody laughs. He does this one last 
          effort to entertain the crowd, but all he gets is angry 
          booing. With the last remnants of his dignity, he leaves the 
          stage and goes to get himself a drink. 


          INT. NIGHT CLUB -BAR 

                                          MR. X 
                         Give me a bottle of booze. 

                                          BARTENDER 
                         Sure. Hey listen, this one's on the 
                         house. 

          The bartender gives him a bottle of Bourbon. 

                                          MR. X 
                         Thanks. 

          He starts to drink himself out, when someone knocks on his 
          back. He turns around to see a couple of real sleazy guys. 
          They are the same dudes we saw in the beginning. 

                                          VINNIE 
                         Hey relax kid, it wasn't that bad. 

                                          MR. X 
                         Yes it was. 

                                          VINNIE 
                         Okay, maybe it was, but hey...after 
                         tomorrow you can leave all this shit 
                         behind you. 

                                          MR. X 
                         Oh, I don't know about... 

                                          VINNIE 
                         Hey, come to the table. We'll have a few 
                         drinks and talk this over. 

          They leave the bar and walk to a table in the darkest 
          corner. They sit down. 

                                          MR. X 
                         I don't know what I'm supposed to do. I 
                         mean I got this job and... 

                                          CASPER 
                         What? You call this a job? Look man, 
                         they're all laughing at you, and I don't 
                         mean your jokes. 

                                          MR. X 
                         Ya' man. But there's so much going on in 
                         my life right now. I mean Jeannie's 
                         pregnant... 

                                          VINNIE 
                         That's what I mean. It'll all be easier 
                         for you and your family, once we've gone 
                         through this. We need you. Without you we 
                         can never pull this off. 

                                          MR. X 
                         So it's just this one big crime and then 
                         I don't have to worry about anything? 

                                          CASPER 
                         Exactly. I mean, after this gig you can 
                         even send your kid to Harvard or 
                         something. 

                                          VINNIE 
                         We need you to show us the way through 
                         that chemical plant to that playing card 
                         company next door. 

                                          MR. X 
                         There's no risk someone knows I was 
                         involved? 

                                          CASPER 
                         Absolutely no. They won't even know we 
                         where there in the first place. 

                                          VINNIE 
                         And you said there's no guards around. 

                                          MR. X 
                         Hey, this starts to sound like a good 
                         idea. 

                                          VINNIE 
                         Now you are talking. Hey let me buy a 
                         drink. 

          In the B.G we see a grim looking police officer talking to 
          the bartender, who points to our direction. 

                                          CASPER 
                         So, tomorrow at eleven. You with us? 

                                          MR. X 
                         Yeah, yeah sure. 

                                          VINNIE 
                         We got trouble.  

                                          CASPER 
                         Holy shit. 

                                          MR. X 
                         What, where? 

          The police officer comes up to Mr. X. The thugs look away to 
          conceal their faces. 

                                          POLICEOFFICER 
                         Excuse me sir. Could you step outside for 
                         a moment please. 

                                          MR. X 
                         What, me? But I... I haven't... I mean. 

                                          POLICEOFFICER 
                         This is important. 

          Nervously, Mr. X gets up and follows the police officer. The 
          thugs look at him with grave expressions. 


          EXT. NIGHT CLUB - NIGHT 

                                          POLICEOFFICER 
                         I'm afraid there has been an accident. 

                                          MR. X 
                         What do you mean? 

                                          POLICEOFFICER 
                         It's your wife sir... 

                                          MR. X 
                         What? 

                                          POLICEOFFICER 
                         I'm afraid she's dead. 

                                          MR. X 
                         ...What... 

                                          POLICEOFFICER 
                         I'm sorry. 

                                          MR. X 
                         What... How... 

                                          POLICEOFFICER 
                         She was apparently trying out a new 
                         baby-bottle heater. There was a short 
                         circuit and... She died instantly. We 
                         have the full details back at the 
                         station... but there's no hurry. Sir, I'm 
                         sorry. 

                                          MR. X 
                         But... but 

                                          POLICEOFFICER 
                         The best thing you could do is to go back 
                         inside and grab yourself a drink... drink 
                         this over. 

                                          MR. X 
                         yea... sure. 

          He walks back inside struck with sorrow. 


          INT. NIGHT CLUB - TABLE 

          He comes back to the table and sits down. He looks very 
          sad. 

                                          MR. X 
                         My wife... she's dead...my wife's dead. 

                                          CASPER 
                         Gee, I'm sorry. That's real terrible. 

                                          VINNIE 
                         Yeah, shit happens. We'll see you here 
                         tomorrow then? 

                                          MR. X 
                         What...but there's no reason... 

                                          VINNIE 
                         Hey listen. I don't think I made myself 
                         perfectly clear... there's no backing out 
                         now. 

                                          MR. X 
                         B-but she's dead, you don't understa... 

                                          VINNIE 
                         Hey, you better show up here tomorrow and 
                         you'll stay healthy. 

                                          CASPER 
                         And then you can bury your wife in 
                         luxury, you know what I'm saying? 

                                          MR. X 
                         O...kay... 

                                          VINNIE 
                         Okay. We'll go make some preparations. 
                         See Ya' 

          The thugs leave. He sits still and then he slowly puts his 
          head down and cover his sad face with his palms. 


          END FLASHBACK 

                                                             DISSOLVE TO: 


          INT. ARKHAM ASYLUM - CELL #152 

          Joker sits in the dark cell with his face down against his 
          palms. He lifts his face. He still looks like he's in shock. 
          He glances around him in fear. He walks to the window and 
          stares out into the darkness. Lightning strikes 


          JOKER'S P.O.V (HALLUCINATIONS) 

          Out in the darkness stands the silhouette of Batman 
          surrounded by FOG. He's looking straight at Joker. Suddenly 
          the silhouette transforms into the Predator. 


          INT. CELL #152 

          Joker covers his face with his hands and moves away from the 
          window. He's crying...no, he's laughing. He crouches in the 
          corner. He laughs psychotically. 


          JOKER'S P.O.V 

          The cell door opens. We see a SILHOUETTE standing in the 
          dark doorway. It's THE PREDATOR. 


          BACK TO SCENE / JOKER 

          Joker freaks out. 

                                          JOKER 
                         YAAAAAARRRRRR! Get away ,Get away! Don't 
                         kill me! NOOOOOOO. 


          JOKER'S P.O.V 

          The predator comes closer, he walks into a field of light 
          coming from the window. It's just A GUARD. 

                                          GUARD 
                         You have a visitor. 


          BACK TO SCENE / JOKER 

                                          JOKER 
                         Wha... 

          Gordon steps into the cell and turns to the guard. 

                                          GORDON 
                         Thank you, now leave us. 

          The guard leaves and closes the door. 

                                          GORDON 
                         I came to talk. 

          Joker just stares at him. Gordon lights a cigar. He looks 
          really pissed off. 

                                          GORDON 
                              (taking a puff) 
                         I think you know what I mean. 

          Gordon grabs Joker by his collar. 

                                          GORDON 
                         WHERRRE IS SHE!!!! 

          Joker just grins at him. Gordon slams him against the wall. 

                                          GORDON 
                         You sick bastard freak! When I'm through 
                         with you, the only thing that's left from 
                         your smile are your teeth so deep in your 
                         ass, that the only one who can find them 
                         is your coroner! 

          Joker just smiles. 

                                          JOKER 
                         BOO! 

          Gordon hits him in the face, Joker falls on the floor. He 
          wipes blood from his mouth. 

                                          JOKER 
                         Nice one. I hope you know it's illegal 
                         for you to touch me. 

                                          GORDON 
                         Cut the bullshit! I AM the law! Now, I'm 
                         gonna ask you once more politely! 

          He takes out his gun and lifts up Joker by his hair. He 
          points the gun at his head. 

                                          GORDON 
                         Where is she? 

                                          JOKER 
                         You know, that's not very polite. 

          Gordon cocks the gun, CLICK. 

                                          JOKER 
                         Go ahead, pull the trigger. KILL ME! End 
                         my miserable life. 

          Gordon just looks at him. 

                                          JOKER 
                         Come on, what are you waiting for? I've 
                         killed lots of people before and I'm 
                         gonna kill lots more. You'd be making a 
                         service for society by killing me. 

          Gordon puts the gun away and takes another punch at Joker, 
          who once again flies on the floor. 

                                          JOKER 
                         I'm really disappointed in you Gordie 
                         boy, He He... I shot your daughter. 
                         She'll never walk again... and you don't 
                         have the nerve... GORDIE BOY. 

          Gordon goes berserk and starts to beat the hell out out of 
          Joker. 

                                          GORDON 
                         I'M GONNA KILL YOOUUU!!! 


          INT. CORRIDOR OUTSIDE THE CELL 

          Gordon's screaming can be heard all the way to the corridor. 
          The WARDEN and two guards are standing outside the cell. The 
          Warden is a very calm man, he talks in a very calm voice. He 
          looks pretty much like a psycho himself. 

                                          WARDEN 
                         Jesus Christ! What the hell is going on 
                         in there? 

          He opens the hatch on the door and looks inside. 

                                          WARDEN 
                         Holy Shit! He's gone berserk! Open the 
                         door, open the door! 

          The guard opens the door. 


          INT. CELL #152 

          The guards rush inside to see the psychotic Gordon, beating 
          the crap out of Joker.  

          The guards grab Gordon and pull him away. 

                                          GORDON 
                         I'm gonna kill that bastard! 

          The Warden grabs Gordon. 

                                          WARDEN 
                         Get a hold of your self man! You're not 
                         allowed to do that! God knows I would be 
                         willing to kill him myself but the rules 
                         forbid that. You know the rules. 

                                          GORDON 
                         Fuck the rules! 

          Gordon tries to break free to go for the kill, but the 
          guards manage to hold him and pull him out of the cell. 

          Joker laughs. 


          INT. CORRIDOR 

                                          WARDEN 
                         Now what the hell was that, Jim? 

                                          GORDON 
                         Look, that psycho's got my daughter and I 
                         want her back! Is that ok? 

                                          WARDEN 
                         It's ok but you've got to understand that 
                         even though you represent law you can't 
                         take it into your own hands. These people 
                         got rights too, you know. 

                                          GORDON 
                         I got to see the shrink. 

                                          WARDEN 
                         I think that's a good idea. You sound a 
                         bit stressed, you know. I myself had one 
                         once, and boy, can they do miracles these 
                         days. I can give you this number and... 

                                          GORDON 
                         Not mine, you idiot! His! 

                                          WARDEN 
                         All right, take it easy... I'm not sure 
                         If doctor Holm is here anymore, but we 
                         can take a look together. 

          They walk into the PSYCHIATRIC WARD and stop by doctor 
          Holm's office. 

                                          WARDEN (CONT'D) 
                              (knocking the door) 
                         Doctor Holm? Are you there? 

          The warden opens the door and they walk inside. 


          INT. DOCTOR HOLM'S OFFICE 

          And what an office it is. It's full of weird specs and 
          stuff. A BIG GIANT HEAD looms in the corner, A SKELETON in A 
          CLOSET. On the wall there's A BIG SCHEMATIC of the human 
          nervous system. A HUMAN BRAIN INSIDE PROTECTIVE FLUID sits 
          in a jar on the shelf. The whole room is a complete mess. 

          Behind the table, covered with A PILE OF PAPER sits one 
          freak of a man. A small, skinny man, who looks like Einstein 
          who has dyed his hair ORANGE. He makes some strange mumbling 
          as he is concentrated on doing whatever that is he's doing. 
          He's been working in the asylum far too long. 

          When the warden and Gordon enter, Doctor Holm almost pays no 
          attention towards them. 

                                          DOCTOR HOLM 
                         Hello, hello. How can I help you? 

                                          WARDEN 
                         Commissioner Gordon here wants some 
                         information about the Joker. 

                                          DOCTOR HOLM 
                         Joker. What an interesting phenomenon he 
                         is...indeed. What do you want to know? 

                                          GORDON 
                         Everything. His name, his age, where he 
                         lives, his relatives. 

                                          DOCTOR HOLM 
                         Everything. Yes indeed...everything.. 
                         Well, I'm afraid there's nothing much to 
                         tell about him. His name is Joker and he 
                         lives here... at least for time being. 

          Doctor Holm thinks he's funny. 

                                          GORDON 
                         Are you being some kind'a smartass with 
                         me? 

                                          WARDEN 
                         Hey take it easy Jim, he's doing his 
                         best. 

                                          DOCTOR HOLM 
                         We don't know much about him...Not 
                         much... But I'm glad to tell you I've 
                         been successful in diagnosing his mental 
                         condition. 

                                          GORDON 
                         Yeah a fucking nutcake that is! 

                                          DOCTOR HOLM 
                         Well, actually the proper term is a 
                         DECHO. 

                                          GORDON 
                         Decho...What the hell is that? 

                                          DOCTOR HOLM 
                         Well, It's a combination between debil 
                         and psycho that is. Actually one third 
                         debil and two thirds psycho. 

                                          GORDON 
                         Have you been successful in determining 
                         anything usefull? 

                                          DOCTOR HOLM 
                         No. He's our first case of dechoism. 

                                          GORDON 
                         Cut that decho-crap! Do you have 
                         anything, anything I could use? 

                                          DOCTOR HOLM 
                         All I have are these current health 
                         records, but I don't think they are much 
                         of help. 

                                          GORDON 
                         Lemme see 'em. 

                                          DOCTOR HOLM 
                         Help yourself. They're in the files...  
                              (checks his watch) 
                         Whoops! I gotta go to check on another 
                         patient. He'll kill me if I'm late.  

                                          WARDEN 
                              (laughs) 
                         He sure will. Mind if I come with you? 

                                          DOCTOR HOLM 
                         Sure, if you got the balls. 

          Doctor Holm grabs A TAZER from his drawer and does a little 
          test tazing in the air.  

                                          WARDEN 
                         I think we can leave the commissioner 
                         here by himself. I don't think he's gonna 
                         steal anything. 

                                          GORDON 
                         Haar haaardi haar. 

          The warden and Holm leave the room. Gordon starts to look 
          for the files but he can't find anything in this mess. 
                           


          INT. BATCAVE -NIGHT 

          Bruce is lying on the bench, sleeping. Alfred sits beside 
          him, measuring Bruce's heartbeat. It's all right. He lowers 
          Bruce's hand and sits back on his chair. 

          He looks a bit nervous. Then he remembers something. He 
          looks at the Batmobile. Its front hull is still covered with 
          that strange, glowing goo.  

          Alfred stands up and grabs a little SURGICAL KNIFE and a 
          small GLASS PLATE from the table beside him. He then walks 
          to the Batmobile and scratches a little bit of glowing goo 
          from the hull onto the plate. It glitters funnily as it 
          falls slowly.  

          Then he walks to the COMPUTER and sits down. He inserts the 
          plate inside the computer, and presses a button on the 
          console. The computers makes a mechanical noise as it begins 
          to analyze the substance. Text appears onto the screen. 


          INSERT COMPUTER SCREEN 

          ANALYZING... SUBSTANCE: -PHOSPHOR- -UNKNOWN- 

          ANALYZE: -UNKNOWN- 


          BACK TO SCENE / ALFRED 

                                          ALFRED 
                         This is strange... 

          Alfred gets curious. 


          INSERT COMPUTER SCREEN 

          EXECUTING LEVEL 1 DIAGNOSTICS... 

          DIAGNOSTIC: -UNKNOWN- 

          EXECUTING LEVEL 2 DIAGNOSTICS... 

          DIAGNOSTIC: -UNKNOWN- 

          EXECUTING LEVEL 3 DIAGNOSTICS... 

          DIAGNOSTIC: -UNKNOWN- 


          BACK TO SCENE/ALFRED 

                                          ALFRED 
                         What is this? 

                                          BRUCE (O.S.) 
                         What is it, Alfred? 

          Bruce has waken up. He sits on the bench. 

                                          ALFRED 
                         OH, master Bruce. You should be resting. 
                         You're still badly hurt. 

                                          BRUCE 
                         I ain't got time to be hurt. I have 
                         things to do. 

                                          ALFRED 
                         I've run through all the diagnostics on 
                         the computer, but I cannot determine what 
                         it is.  

                                          BRUCE 
                         Have you tried the bio-molecular 
                         analyzer? 

                                          ALFRED 
                         Yes, but it was no good either. 

                                          BRUCE 
                         I wonder what that was, I hit there... 
                         All I remember was that the windshield 
                         began to crackle.  

                                          ALFRED 
                         Yes... the windshield. What could have 
                         damaged it? I've never seen anything like 
                         that happen. 

                                          BRUCE 
                         Well... they fired at me pretty hard. 

                                          ALFRED 
                         Yes, but the Batmobile was designed to 
                         take that kind of punishment. We tested 
                         it. Even the explosives couldn't damage 
                         it. 

          Bruce gets up and starts walking to the computer. Alfred 
          turns around. 

                                          ALFRED (CONT'D) 
                         Sir, you shouldn't walk, you have to 
                         rest. 

                                          BRUCE 
                         I'm all right. It's just a scratch.  

          He walks up to the screen. 

                                          BRUCE 
                         Let me see that. 

          Bruce pushes some buttons, on the screen a lot of text and 
          different schematics pass by. 

                                          BRUCE (CONT'D) 
                         This is no ordinary industrial goo. I'd 
                         better go back there and check it out 
                         myself... I've got a feeling, there's 
                         something fishy going on there. 

                                          ALFRED 
                         But sir... 

          Bruce starts to walk away. 

                                          BRUCE 
                         No buts this time, Alfred. I can't rest 
                         while that maniac's still got Gordon's 
                         daughter. I promised to get her back. 
                         Heat up the car will you. 


          EXT. ROAD TO ARKHAM ASYLUM - STORMY NIGHT 

          A LARGE FOOD TRUCK drives along the road. It comes up to a 
          roadblock with two men in uniforms standing guard. 


          INT. FOOD TRUCK 

          Two men sit in the food truck. 

                                          DRIVER 
                         Now what? 


          EXT. ROADBLOCK 

          A uniformed man waves at him to stop. The truck pulls over 
          by the roadblock. We can see that the uniformed man is 
          Frankie. The other one is Jack. 

                                          FRANKIE 
                         Good evening. Would you please step out 
                         of the vehicle sir.  

                                          DRIVER 
                         Hey man, what for? 

                                          FRANKIE 
                         Security inspection. Nothing to worry 
                         about. 

                                          DRIVER 
                         Oh jeez, all right. 

          The driver opens the door and steps out. 

                                          FRANKIE 
                         Thank you sir. 

          Frankie pulls out a gun with a silencer and shoots the 
          driver right between the eyes. PLOP! 

                                          SECOND DRIVER 
                              (shocked) 
                         OH JESUS, NO!! 

          Frankie quickly turns his gun toward the other driver and 
          shoots him in the head. Frankie pulls out the driver and 
          shoves him on the ground. Jack walks up to the other door, 
          opens it and starts pulling out the dead man. 

                                          JACK 
                         Damn this guy's heavy. 

          Frankie pushes him from the other side and the body slides 
          out. 

                                          FRANKIE 
                              (yelling) 
                         That's it guys! Start loading! 

          An army of armed gangsters come out from hiding. They go up 
          to the back door of the truck and open it.  

          There are hundreds of FOOD CRATES in there. The gangsters 
          climb up and start tossing the crates on the ground. Carlos 
          looks at them reluctantly. 

                                          CARLOS 
                         No way I'm gonna start lifting those damn 
                         things out of there. 

          Frankie walks to the back. 

                                          FRANKIE 
                         Fine. You stay here then. But Babe goes 
                         with us. 

                                          CARLOS 
                         Fuck you man. You really know how to get 
                         to me. I hope that clown pays us extra 
                         for this. 

          Carlos climbs up and starts to toss the crates with the 
          others. Some of the gangsters are carrying some other crates 
          to the truck. Badass negro is carrying a large crate on his 
          shoulder and smoking a cigar. 

                                          BADASS NEGRO 
                         Room service coming up. 

          He laughs as he slams the crate on the cargo loader. 

          When the cargo bay is free of food the gangsters start to 
          load the new crates in. They all climb inside with the new 
          crates. The whole cargo bay gets filled with gangsters. 

          Frankie and Jack have taken the jackets off the drivers and 
          put them on.  

          They start the truck and drive off. 


          EXT. ROAD TO ARKHAM 

          The truck comes up to the guarded checkpoint.  


          EXT. CHECKPOINT 

          The guard signals the truck to stop and walks up to the 
          window. 


          INT. FOOD TRUCK 

          Frankie notices a CLIPBOARD on the dashboard. It has a bunch 
          of time schedules and signatures on it. A PEN is attached to 
          it. 

                                          GUARD 
                         Hi there. What's up with Bob. 

          Frankie hesitates a bit but then quickly grabs the clipboard 
          and gives it to the guard. 

                                          FRANKIE 
                         His brother's getting married. 


          EXT. CHECKPOINT 

          The guard takes the pen from the clipboard and signs on the 
          empty square. 

                                          GUARD 
                              (laughing) 
                         Poor bastard. 

          He gives the clipboard back to Frankie. Frankie puts it back 
          on the dashboard. 

                                          FRANKIE 
                              (laughs) 
                         You said it. 

                                          GUARD 
                         Tell Bob I said hi. And tell him to keep 
                         his hands off his brother's new wife. 

                                          FRANKIE 
                              (laughs) 
                         Will do. 

          The guard signals the other guard to open the gate. Frankie 
          waves a little salute at the guard as he drives inside the 
          Arkham area. 


          INT. FOOD TRUCK 

                                          FRANKIE 
                         So you still think Leno is funnier? 

                                          JACK 
                         Oh man! Not again, please. 

          Frankie starts to laugh. 


          EXT. OLD FACTORY - NIGHT 

          There are four police cars parked outside the factory and 
          one CIVILIAN VEHICLE which belongs to CHIEF O'HARA. He's in 
          lead of the operation. The whole area is sealed off with 
          yellow POLICE DUCT TAPE. 

          Chief O'Hara is talking to some police officer as the 
          Batmobile arrives. Batman gets out and O'Hara walks to greet 
          him. 

                                          O HARA 
                         Hey Batman! Glad to have you here. 

                                          BATMAN 
                         What is going on here? 

                                          O HARA 
                         You tell me. It's one helluva goddamn 
                         carnage down here.  

                                          BATMAN 
                         What? Where's Joker? 

          They start to walk towards the factory. 

                                          O HARA 
                         We found him behind that corner. He was 
                         in one helluva messup condition. Covered 
                         with blood and talking mumbojumbo. We 
                         sent him back to the asylum. 

                                          BATMAN 
                         What about Gordon's daughter? 

                                          O HARA 
                         She's not here. We searched the whole 
                         area. They've must taken her elsewhere. 
                         God knows where. Gordon's down the asylum 
                         hoping to get some information from 
                         Joker, but I doubt he'll tell anything. 
                         Wait till you see what we've got inside. 

          They walk inside the factory messhall from the backdoor. 


          INT. OLD FACTORY -MESSHALL 

          Batman and O'Hara walk in. The entire room is a devastation. 
          With the dried gushes of blood that fill the floor are mixed 
          small drops of green, neon like stuff. The furniture have 
          completely destroyed and in the middle of all this BLACK 
          PLASTIC BAGS lie all around. Batman stuns in amazement. 

                                          BATMAN 
                         What... How? 

                                          O HARA 
                         Dunno. Looks like after your little stunt 
                         here, someone else came. There could be 
                         hundreds of reasons: A rival gang, Joker 
                         went tantrum, monsters from outer 
                         space... You name it. Boy. I tell you 
                         it's the cases like this that make you 
                         think about early retirement. 

          O'Hara lights up a cigarette and takes a long puff. 

                                          BATMAN 
                         When did this happen? 

                                          O HARA 
                         Just after you left. We found them 
                         couple'a hours ago, hanging upside down 
                         from the roof, without heads, like some 
                         damned cattle. I tell you, whoever did 
                         this has no respect towards human life at 
                         all whatsoever. 

                                          BATMAN 
                         Mind, if I take a look? 

                                          O HARA 
                         Knock yourself out. 

          Batman crouches besides a corpse bag and slowly opens it. 


          INT. DETAIL -CORPSE BAG 

          The bag opens slowly. First we see just some red flesh 
          peeling out. But as the bag opens more, we begin to see it's 
          true form. A HUMAN TORSO with all its limbs ripped off. 
          Small beats of FLESH drip from its joints. 


          BACK TO SCENE /BATMAN/O'HARA 

          Batman's eyes widen in disgust. He swallows. O'Hara walks 
          behind him. 

                                          O HARA 
                         This is the worst case I've ever had. 
                         What is it with this town, Batman? A 
                         loony dressed up like a clown, another 
                         thinking he's a penguin and now this. 
                         Some psycho mutilating people, like 
                         nobody's business. No wonder the funny 
                         farm's full. 

                                          BATMAN 
                         It's probably the same thing that makes a 
                         guy to dress like a bat and chase 
                         criminals. This whole stinkin' town is 
                         insane and someone's got to do the 
                         cleaning. 

                                          O HARA 
                         Amen to that. 

          Batman takes one final look at the corpse and zips the bag. 
          He stands up.  

                                          BATMAN 
                         Where again, did you find the joker? 

                                          O HARA 
                         Come on, I'll show you. 

          They walk to the spot where Joker was found. 


          INT. CORNER  

                                          O HARA (CONT'D) 
                         This is the place. He was just sitting 
                         there, saying about it not being human or 
                         something like that. Man, he was scared 
                         shitless. I've never seen anything like 
                         that. You can never tell, what goes on in 
                         a psycho's mind. 

                                          BATMAN 
                         Have you found out, what that green stuff 
                         that's spread all around the place, is? 

                                          O HARA 
                         Not yet. We sent couple'a samples back to 
                         the lab, but so far we haven't heard 
                         anything from them. It's probably just 
                         some industrial goo left over, when this 
                         place was operational. 

                                          BATMAN 
                         It's not industrial goo. 

                                          O HARA 
                         What? 

                                          BATMAN 
                         I run couple'a diagnostics with my 
                         computers, and we are not talking about 
                         any toys here. I mean, we are dealing 
                         with really state-of-the-art shit here, 
                         and they, THEY couldn't determine what it 
                         is. 

                                          O HARA 
                         Well, I'll be damned. You know, this case 
                         is getting more interesting all the 
                         time. 

          In the B.G we can see  rookie police officer, CAMERON waving 
          at O'Hara. He's holding a phone. 

                                          CAMERON 
                         Sir, It's for you! It's your wife! 

                                          O HARA 
                         Tell that old cow I'm working here! 

          The rookie cop is about to deliver the message... 

                                          O HARA 
                         No! no, I'm coming! 

          He turns to Batman. 

                                          O HARA 
                         I got to go. 

          O'Hara start walking away. Batman is left there alone. In 
          the B.G. O'Hara is talking on the phone. Batman crouches 
          down to examine the ground. Suddenly he hears a noise coming 
          from further inside. 

          Batman turns his head toward the sound and listens. He hears 
          it again. It sounds like someone mumbling. 

          He gets up and walks toward it. He walks further inside the 
          factory. 

          He stops. 

          The sound is coming from above him. There is A SMALL HATCH. 
          He slowly reaches for the hatch. 

          As he opens the hatch A BLOODY MAN falls down on the ground. 
          He's covered with blood and guts of his fallen comrades. 

          He's trembling with fear and talking nonsense. He's in 
          shock. 

                                          BATMAN 
                              (shouting) 
                         We got a survivor here!!! 

          Quickly O'Hara and three other cops come running to the 
          scene. 

                                          O HARA 
                         Holy goddamned shit! We need medics 
                         here! 

          The man sits trembling. O'hara comes closer to him. The 
          man's is avoiding him in fear. He's been through some really 
          horrible stuff here.  

                                          O HARA (CONT'D) 
                         Can you understand me? What's your name? 
                         What's happened here? 

          The man just sits quiet. 

                                          BATMAN 
                         You won't get anything from him that way! 
                         Let me try my language. 

          Batman grabs the man and lifts him from the ground. 

                                          BATMAN 
                         Cut the act you little maggot! Tell me, 
                         what the hell has happened here or I will 
                         splatter your goddamned intestines all 
                         around the place! 

          O'Hara cuts between them. 

                                          O HARA 
                         Stop it! Have some sympathy! Can't you 
                         see this man is in shock! 

          Reluctantly Batman drops the man on the ground. 

                                          BATMAN 
                         This is the only way to deal with these 
                         low-life scum-sucking punks! Violence is 
                         the only thing they understand! 

          There is a HORRIBLE SCREAM. It's coming from the MESSHALL.  

                                          O HARA 
                         Stanislaw, Stay with him!  
                              (points to the shocked man) 

          A bearded cop stays with the man as the rest of the group 
          races to the messhall. 


          INT. MESSHALL 

          They come in too late, just in time to see A DEAD COP being 
          dragged behind the corner out of the door. 

                                          CAMERON 
                         Jaacck!!! No! 

          The rookie grabs his gun and runs after his dead comrade. 

                                          O HARA 
                         Cameron, wait! 

          Cameron ignores O'Hara as he goes for pursuit. The others 
          follow. 


          EXT. FACTORY AREA -STORMY NIGHT 

          Cameron stands there looking pale and angry.  

                                          CAMERON 
                         I lost him! He was too fast! 

          They look around. Nothing. The body and whoever got it are 
          nowhere to be seen.  

          Then Batman notices something on the ground. A THIN TRACE OF 
          BLOOD leading to a SEWER GRATE. He walks to grate and 
          crouches beside it. He feels the blood with his fingertips, 
          still fresh. 


          INT. SEWERS -NIGHT 

          The grate opens and Batman jumps in. Then comes Cameron and 
          the other police officer. Finally Chief O'Hara stumbles in 
          and falls down on his ass. 

                                          O HARA 
                         YYAAGGH!!! 

          The two officers help him up as Batman is standing still, 
          staring into the darkness, listening.  

          The sewers are dark and completely silent. Batman stands 
          still like a predator looking for his prey. In the distance, 
          there is a sound, like someone running on the moist ground. 
          Batman goes for spurt, leaving the others behind him. 


          INT. SEWERS -HATMAKER 

          is running along the sewers, dragging the body of the dead 
          police officer behind him. We can see A LONG CUT in the 
          officers neck. 


          INT. SEWERS -BATMAN 

          is running with astonishing speed, leaving the others far 
          behind him. 


          INT. SEWERS -HATMAKER 

          runs fast as a troll, pauses for a breath, then continues. 
          Batman's closing footsteps can be heard in the B.G. 


          INT. SEWERS -PREDATOR 

          is crouched in the shadows as if sleeping. FOOTSTEPS are 
          heard somewhere in the distance, closing. Predator raises 
          his head and lets a low growl. He stands up, listening. The 
          footsteps are closing. Predator starts to move. 


          INT. PREDATOR'S P.O.V 

          Predator scans the sewer walls. First with THERMAL VISION. 

          Nothing. 

          Then with ENHANCED NIGHT VISION. 

          Nothing. 

          Then with INFRARED. We now see an image of the Hatmaker 
          racing through the sewers, on the other side of the wall. 
          The Hatmaker races past. The Predator goes after him. 


          INT. SEWERS -HATMAKER 

          runs further inside the sewers, glancing behind him. He's 
          breathing hard. 


          INT. SEWERS -BATMAN 

          comes closer, spots the Hatmaker in the distance. 


          INT. SEWERS -HATMAKER 

          stops to catch his breath. He looks behind him and sees 
          Batman. He quickly continues to run away. 


          INT. PREDATOR'S P.O.V 

          The Predator is right behind the wall from the Hatmaker. 


          BACK TO SCENE /HATMAKER 

          stops and turns to face Batman. 


          INT. SEWERS - BATMAN 

          slows down sixty feet from the Hatmaker and walks toward 
          him. Their eyes meet. 

                                          BATMAN 
                         It's over! 


          PREDATOR'S P.O.V 

          Predator is moving closer to the position of the Hatmaker, 
          on the other side of the wall. 


          BACK TO SCENE /BATMAN/HATMAKER 

          The Hatmaker is just looking at Batman, two freaks staring 
          at each other.  

          Hatmaker sniffs the air, he's getting nervous. Looking 
          around him, he senses something. Batman is standing still, 
          waiting for the Hatmaker's first move. 


          INT. PREDATOR'S P.O.V 

          Predator closes on the Hatmaker really fast, and then...HE 
          STRIKES! 


          BACK TO SCENE /HATMAKER/BATMAN 

          The wall EXPLODES beside the Hatmaker, throwing him on the 
          ground.  


          EFX: SLO MO 

          In the smoking debris of the blast the Predator appears. 

          Batman looks in amazement. Their eyes meet. 


          RESUME LIVE ACTION 

          Predator grabs the FRISBEE WEAPON from his waist and throws 
          it towards Batman. 

          Batman sees it coming and with incredible dexterity throws 
          himself on the ground as the frisbee weapon hurtles past 
          him, almost hitting him. 

          The frisbee weapon hurtles through the air with great 
          velocity. 

          The policemen behind Batman see the weapon coming. 

                                          CAMERON 
                         Get down! 

          Cameron and O'Hara throw themselves on the ground but the 
          3rd officer is not as fast. The frisbee weapon rips through 
          his torso , cutting him in half. Blood splatters around as 
          he goes screaming down. 

                                          CAMERON (CONT'D) 
                         YYYAAGGHH!!!! 

          The Hatmaker stumbles up in amazement. 

          the Predator turns to face him. 

          The Hatmaker tries to flee, but The Predator launches A 
          CABLE from his wrist which wraps around Hatmaker's legs 
          sending him to the ground again. Hatmaker screams in 
          terror. 

          Batman jumps up. 

          Predator starts to haul the "rope" in, bringing The Hatmaker 
          closer. Hatmaker screams as Predator starts to run, dragging 
          him from his feet. 

          Batman goes after them.  

          Predator runs really fast dragging his screaming prey behind 
          him.  

          Predator jumps up on a ladder and climbs up to a grate. 

          Batman sees the Hatmaker disappear through the grate. He 
          quickly leaps up and climbs up the ladder just to see the 
          Predator SLAM the grate shut. 


          EXT. FACTORY - GRATE - NIGHT 

          The grate flies up through the air as Batman jumps up from 
          the sewers. He looks around him...the Predator has 
          disappeared.  

          He looks up and sees the Predator climbing up the factory 
          wall like a spider climbing up its web, showing no sign of 
          fatigue. He's dragging the Hatmaker with one hand. It 
          doesn't look like Hatmaker's alive anymore. 

          Lighting FLASHES as the Predator reaches the rooftop and 
          disappears from sight.  

          O'Hara and Cameron come up from the sewers. 

                                          O HARA 
                         What the hell did just happened? 

          Batman is looking up, quiet. 

                                          BATMAN 
                         It's not human. 

                                          CAMERON 
                         No shit! 

                                          O HARA 
                         Then what is it? 

                                          BATMAN 
                         It's the same thing that killed those 
                         men. Some kind of freak. I hit that thing 
                         with my car, when I was back at the 
                         factory. this explains why I couldn't 
                         determine anything from that green stuff. 
                         It's from that... thing. 


          INT. ARKHAM ASYLUM -MAIN GATE 

          The truck arrives at Arkham. It drives around to the KITCHEN 
          ENTRANCE. Three COOKS are standing there waiting. One of 
          them walks up to the truck.  

                                          COOK 
                         Hey, what's in for tomorrow's chow? 

                                          FRANKIE 
                         Something really special. 

          He pulls up his gun and shoots the cook in the head. At the 
          same time the back door SLAMS open and the gangsters start 
          running out. They quickly shoot the two other cooks before 
          they have time to react. 

          Frankie runs to the kitchen door. The others follow him. 


          INT. ARKHAM ASYLUM -KITCHEN  

          He kicks open the door. The gangsters start running inside. 
          Four COOKS are in the kitchen. They all panic when they see 
          the gangsters. 

                                          FRANKIE 
                         Dinner time! 

          The gangsters shoot the cooks with their silenced guns. 

          Frankie signals to the door.  

          A bunch of gangsters come in carrying food crates. They put 
          them down on the ground. 

          Frankie and Jack take off the food truck jackets. They are 
          still wearing the guard uniforms. 

          Frankie takes out a 44.MAGNUM and loads it. 

                                          FRANKIE 
                         Lets rumble! 

          Gangsters open the crates with CROWBARS. The crates are 
          filled with one helluva load of WEAPONRY. 

          A gangster takes a bullet belt and puts it on his shoulder. 
          He picks up a M60 and loads it. 

          Badass Negro grabs two UZIS and loads them. 

          One gangster takes out a GRENADE BELT and wraps it around 
          his shoulders. He then picks up a BAZOOKA. 

          Carlos comes in from the door, carrying a LONG CRATE. He 
          SLAMS it down on a slab. Frankie looks at him and smiles. 

                                          FRANKIE 
                         Is that what I think it is? 

          Carlos takes out a cigar from his mouth and smiles 
          devilishly. 

                                          CARLOS 
                         You bet your ass. 

          He cracks the crate open to reveal... BABE THE MINIGUN and A 
          LONG BULLET BELT AND A POWER CABLE attached to a BACKPACK.  

          He puts the backpack on and picks up the minigun. 

                                          CARLOS 
                         Let's see what this baby can do. 

          He pulls the trigger and ROLLS the empty barrel of the 
          minigun a couple of rounds. 


          SERIES OF SHOTS: 

          A TWO BARRELED SHOTGUN is being loaded. 

          A PUMP ACTION SHOTGUN loads. 

          GUNS being put into HOLSTERS. 

          TOMMYGUNS load. 

          KNIVES being sharpened. 

          A CLIP is fastened on an AK47 

          A GRENADE LAUNCHER is loaded. 

          A BARREL OF A REVOLVER rolls. 


          WIDEN: 

          All the gangsters are ARMED TO THE TEETH looking like some 
          GODDAMNED RAMBOS. 

          Suddenly the door opens and A FAT GUARD enters, pushing the 
          door open with his butt. He's eating a DONUT and looking 
          down on a comic book. 

                                          FAT GUARD 
                              (with a mouthful) 
                         Hey this donut is missing the jelly in 
                         the... 

          He turns around and looks up. 


          INT. FAT GUARD'S P.O.V 

          All the gangsters are pointing their weapons at him.    
          BRAKA BRAKA BRAKA!!! 


          FADE TO RED 


          INT. CORRIDORS 

          The gangsters come running through the corridors shooting 
          everything in sight. 

          DOCTORS fly. 

          GUARDS appear from everywhere.  

          GUNS BLAZE. 


          INT. DOCTOR HOLM'S OFFICE 

          Gordon is beating a drawer open with a STONE STATUE, his 
          veins in his forehead bulging. 

          Gordon hears the SCREAMING and GUNFIRE and looks up from the 
          drawer. He walks to the door and opens it slightly. He sees 
          guards in the CORRIDOR running past him with guns ready. 

                                          GORDON 
                         Jesus Christ! 


          INT. CORRIDORS 

          Guards fly around as they are ripped by bullets. 

          The guns are singing. 

          The ALARM starts to ring. 

          Grenades explode, guards fly in pieces as shrapnel tears 
          through them. 

          Big Carlos is playing with his toy, sending SIX GUARDS to 
          hell with one round. 

          The Badass Negro's other sleeve is ripped apart, exposing 
          his bulging forearm as he fires screamingly with the TWO 
          UZIS, making SWISS CHEESE out of any guard he sees.  

          One guard fires a round scratching his biceps. A big 
          mistake.  

                                          BADASS NEGRO 
                         My biceps! 

          He walks to guard and hits him in the head so hard, it bends 
          ninety degrees around with a SICKENING CRACK. Blood flies. 

                                          BADASS NEGRO (CONT'D) 
                         Don't you ever mess with my muscles!!! 

          The guards are grabbing their weapons in the ARMORY, but are 
          immediately sent in pieces as a bazooka rocket explodes in 
          the middle of them. 

          Carlos The Invincible is roaming among the corpses, making 
          loads more. 


          EXT. ROOFTOPS - NIGHT 

          The Hatmaker's CORPSE falls on the ground. The Predator 
          crouches over him.  

          Predator sinks his WRISTBLADES into the Hatmaker's back, 
          grabbing his vertebrae. 

          He pulls the vertebrae out and stands up. Blood is dripping 
          from the severed spine. 


          EXT. PREDATOR'S P.O.V - CITYSCAPE 

          Predator switches on a SOUND METER as he scans around. We 
          hear everything, that's going on in the city.  

          THE TRAFFIC.  

          PEOPLE TALKING.  

          SOMEONE WATCHING TV.  

          A COUPLE FIGHTING.. etc. 

          In one point A SOUND OF COMBAT is heard vaguely in the B.G.  

          He activates a sound amplifier and locates the source of the 
          sound: Arkham Asylum. We can clearly hear the sound of men 
          screaming and gunfire. 

          Attracted by the sound, the Predator starts to move towards 
          it. 


          BACK TO SCENE /PREDATOR 

          leaps away. The sound of combat can still be heard. 


          INT. ARKHAM ASYLUM -CORRIDORS 

          The gangsters are firing maniacally. They are really 
          enjoying themselves. 

          More exploding and carnage follows, till the whole floor is 
          filled with with dead coppers and doctors, blood flowing 
          from their holey bodies. 


          INT. DOCTOR HOLM'S OFFICE 

          The door flies open. A gangster armed with the M60 walks in 
          and looks around. The room is empty, he goes away. 

          We move closer to the VENTILATION INTAKE on the wall. 


          INT. VENTILATION SHAFT 

          Gordon is crawling through the shaft. 


          INT. CORRIDORS -DOOR 

          Frankie kicks the door in. 


          INT. WARDEN'S OFFICE -FRANKIE 

          comes in to an empty room. He KICKS THE TABLE OVER and finds 
          the WARDEN crouched there, scared shitless. 

                                          FRANKIE 
                         Well well well, what have we got here! 

          Frankie grabs the warden by his hair. it comes off. It's A 
          WIG. Frankie goes tantrum. He point his gun towards the 
          warden's head. 


          INT. WARDEN'S P.O.V 

          Frankie's gunbarrel is pointing right in the warden's/our 
          eye. The room is filled with messed up gangsters. Next to 
          Frankie is Carlos, pointing his minigun at the warden/us. On 
          the other side is the Badass negro, grinning, blood flowing 
          from his arm. 

                                          FRANKIE 
                         Where is the Joker? 

          Carlos laughs a chilly laugh. 


          INT. MAXIMUM SECURITY BLOCK -CELL #152 

          The Joker lies in his bunk grinning, watching A DAFFY DUCK 
          CARTOON, the one where the crazy doctor with bulging eyes is 
          trying to get Daffy's wishbone. 

                                          CRAZY DOCTOR ON TV 
                         Give me you wishbone! Ehhehe, ehhehe! 

                                          JOKER 
                              (mimicking the cartoon ) 
                         Ehhehe, ehhehe! 

          Outside we can hear the other patient screaming and 
          cheering. The door clicks open and Frankie steps inside with 
          the warden. 

                                          FRANKIE 
                         Knock knock, anybody home? 

          The Joker starts to laugh as he stands up and turns to face 
          them. 

                                          JOKER 
                         Frankie my boy, oh yeah, oh yeah... what 
                         took you so long? 

                                          FRANKIE 
                         We had to do some cleaning. 

                                          JOKER 
                              (looking at the warden) 
                         Why is this loser still alive? Why is he 
                         alive, yeah why? 

          Joker punches the Warden in his stomach, he falls down on 
          his knees gasping. 

                                          FRANKIE 
                         He has good trade value. 

          Joker laughs again. He lifts the Warden by his collar and 
          looks him in the eye. 

                                          JOKER 
                              (laughing) 
                         What I can tell, he doesn't look too 
                         expensive. Does he? Does he!? 

          Joker start to beat the hell out of the warden. 

                                          JOKER 
                         Do you? Do you look too expensive? 
                         Hehhee! Mister Warden, are you expensive? 
                         HOOOOOOOO!!! 

          The warden is moaning. Frankie cuts between them. 

                                          FRANKIE 
                         Hey stop it! I said he has a good trade 
                         value! We need him alive! Get it? 
                           

          Joker drops the Warden. 

                                          JOKER 
                         Oh yeah Frankie boy! I get it! Oh 
                         Frankie, you are a genius! 

          Joker grabs Frankie and kisses him on the forehead. 

                                          JOKER 
                         I really love you maan! Yeah! 
                           

          Frankie looks a bit disturbed. then grabs the warden and 
          laughs. They walk out from the cell.  

          As they leave we see the Badass negro knocking his head, 
          indicating Joker's cuckoo. Carlos laughs.  


          INT. MAXIMUM SECURITY CORRIDOR 

          As Joker and Frankie walk past a row of cells, they hear a 
          loud QUACKING voice. It's the PENGUIN'S cell. Joker makes a 
          sudden stop. 

                                          JOKER 
                         Hey Frankie, wait a minute! It just came 
                         to me! I just got an idea! 

                                          FRANKIE 
                         What? 

                                          JOKER 
                         Let's create a little good old chaos 
                         shall we. 

                                          FRANKIE 
                         What do you mean? 

                                          JOKER 
                         Let's free some old pals! 

                                          FRANKIE 
                         Why? 

                                          JOKER 
                         Come on Frankie boy! Don't you get it?... 
                         That'll give the cops a run for their 
                         money!... It'll be fun maan! 

          Frankie starts to laugh. 

                                          FRANKIE 
                         Nice one. 

                                          JOKER 
                         Oh yeeahh... 

          They walk out of the corridor. 


          INT. MAXIMUM SECURITY BLOCK 

          A lot of bloody dead guards lie on the floor here and there. 
          Some gangsters are walking around. 

                                          FRANKIE 
                              (to gangsters) 
                         Hey guys! Start letting loose those 
                         prisoners in there. 

          A bunch of gangsters start walking into the corridor. 

                                          JOKER 
                              (laughing) 
                         Oh maan, oh maan! I can't wait to talk to 
                         Gordie boy again. He was here talking 
                         about killing me! funny man... We still 
                         have his daughter, right? 

                                          FRANKIE 
                         Right where you wanted her. 

                                          JOKER 
                              (laughing) 
                         YES! I love to be the one holding all the 
                         aces! 


          INT. NIGHT WATCH ROOM 

          is a big old room with all kinds of COMMUNICATION DEVICES. 
          The ventilation grate FLIES OPEN and Gordon crawls out from 
          it. He heads for the radio and starts to adjust it. There is 
          a lot of static coming from it. 

                                          GORDON 
                         This is AA-one, we have a code red! Come 
                         in anyone, do you read me! We have a code 
                         red. 

          Suddenly he feels a GUN pressed against the back of his 
          head. 

                                          GANGSTER (O.C.) 
                         What the hell do you think you are doing? 
                         Turn around, slowly. 

          Gordon turns around with his hands behind his neck. 

          A voice is heard from the radio. 

                                          VOICE (V.O.) 
                              (filtered) 
                         This is the Coast Guard, please repeat 
                         your message AA-one. 

          The gangster recognizes Gordon. 

                                          GANGSTER 
                         Gordon! Long time no see. 

                                          VOICE (V.O.) 
                              (filtered) 
                         AA-one. Do you read me? over. 

          The gangster BLASTS the radio, it goes out with a big bang. 
          The gangster indicates a scar on his face. 

                                          GANGSTER 
                         Remember this, you did this to me. 

                                          GORDON 
                              (smiles) 
                         Heh 

                                          GANGSTER 
                         Aha, tough guy. Now move! 

          They walk past a kitchen table. Gordon sees a big KNIFE 
          lying next to a TOASTER. 

          Quickly as lightning Gordon spins around and grabs the 
          Gangster's arm and holds it in a lock. 

          He picks up the knife and STRIKES it through the gangster's 
          arm. He screams as the knife slashes through his arm making 
          his gun fall. 

          Gordon pulls the gangsters hand, shoves it in the TOASTER 
          and turns it on. Steam rises from the toaster as it burns 
          the gangster's hand. 

          The gangster lifts his arm in pain, screaming, the toaster 
          still attached to it. 

          Gordon grabs a hold of the gangster and runs toward the 
          window. He shoves him through the window. The window 
          shatters to a million pieces. 

          The gangster screams as he falls to his death. 

          Gordon looks out of the window on the dead body below. 

                                          GORDON 
                         I AM a tough guy! 


          EXT. GANGSTER BODY 

          As we move closer to the body we can hear his RADIO. 

                                          FRANKIE (V.O.) 
                              (filtered) 
                         Vincent! Answer me! VINCENT! 


          INT. MAXIMUM SECURITY CELL BLOCK 

          Frankie is talking on the WALKIE TALKIE. 

                                          FRANKIE 
                         VINCENT! 
                              (beat) 
                         Damn it. 

          He turns toward two other gangsters. 

                                          FRANKIE 
                         Go check out the radio room. We may have 
                         a weasel here. 

                                          GANGSTER 
                         You got it. 

          The two gangsters walk in to a corridor. 


          INT. NIGHTWATCH ROOM. 

          Gordon picks up the gangster's fallen gun. He checks it for 
          bullets. Full. He then takes out his own 9 MM from his 
          holster. He's now holding two guns. He moves carefully 
          towards the corridor. 


          INT. CORRIDOR 

          Gordon moves cautiously through the corridor. 


          EFX: SLO MO 

          The two gangsters approach from behind the corner. They spot 
          Gordon and start to lift up their tommyguns. 

          Gordon reacts faster. He aims his two guns at them and fires 
          both guns at the same time. 

          The other gangster gets hit in the chest by several 
          squishing bullets. The other one only gets one in his arm as 
          he quickly rolls behind the corner. 


          RESUME LIVE ACTION 

            

          He sees his buddy falling down and reaching for him with his 
          last breath  

                                          GANGSTER 1 
                         Geooorge... 

                                          GEORGE 
                         Steeeve! 

          Steve drops dead on the floor. 

                                          GEORGE 
                         Noooo! 

          George grabs a HAND GRENADE from his pocket with a tear of 
          anger in his eyes. 

          He bites the socket off and throws it around the corner 
          toward Gordon. 

                                          GEORGE 
                         Bastaard! Diee!!! 

          The grenade BOUNCES through the corridor toward Gordon. 
          BOING! BOING! 

          Gordon turns around quickly and starts running the other 
          way. 

          The grenade EXPLODES causing a SHOCKWAVE that sends Gordon 
          flying through the air. He hits the wall and falls down on 
          the floor. 

          Gordon lies on the floor. 


          GORDON'S P.O.V 

          Through the fire we see the silhouettes of several gangsters 
          emerging as everything goes dark. 


          INT. ARKHAM ASYLUM - ELECTRIC TREATMENT ROOM 

          CLOSE UP: Gordon's head 

          Gordon is lying on something and starts to open his eyes. 
          He's moaning. 


          GORDON'S P.O.V 

          Joker's face is smiling over him. 

                                          JOKER 
                         Commissioner? Hello? Anybody home? 


          BACK TO SCENE / GORDON 

          Gordon goes immediately berserk. 

                                          GORDON 
                         Aaaaaarrhhhh! You... You, I kill youu!!! 

          He tries to rip Joker's head off, but he can't because he's 
          strapped on to an ELECTRIC TREATMENT TABLE surrounded with a 
          mob of angry gangsters. 

                                          JOKER 
                         I doubt it. You see I had a really bad 
                         day today and...I'm really kinda pissed 
                         off now, so don't give me anymore that 
                         shit about killing me. Let's say I'm the 
                         one who does all the killing from this 
                         point on, okay? 

          Gordon is struggling on the table, trying to get free, but 
          all in vain. 

                                          JOKER 
                         Oh Gordie boy, Gordie boy... You're such 
                         a stressed man. You should ease up a 
                         little... Hey, I know what helps! Music, 
                         you like music? 

                                          GORDON 
                         GRRRRAAAAAAAGGHHHHH!! 

                                          JOKER 
                         I'll take that as a yes. Because we're so 
                         good friends, I'm gonna play you my 
                         favorite. This song's about you and me. 
                              (he turns toward the 
                              gangsters) 
                         Put the tape on Jack! 

          Jack presses play on a tape recorder. It starts to play 
          "STUCK IN THE MIDDLE WITH YOU" by Steelers Wheel, 1972. 

          Joker starts to dance. 

                                          JOKER 
                         Whooo! This music really rocks baby! 
                         Yeehaa! 

          He starts to clap his hands. 

          When the song reaches "clowns to left..." he starts to sing 
          along. 

                                          JOKER 
                              (singing) 
                         Clowns to the left of me, Jokers to the 
                         right, here I am... Stuck in the middle 
                         with 
                              (points to Gordon) 
                         you. 

                                          JOKER 
                              (dancing) 
                         Yeah maaan! Preheee! 

          He dances to the CONTROL TABLE and starts to mess with the 
          controls as if playing some instrument. 

                                          JOKER 
                              (singing along) 
                         It's so hard to keep this smile from my 
                         face. 

          Gordon starts to wobble around as electrons flow through 
          him. 

                                          JOKER 
                         Wooo, What's that dance you're doing? 
                         That's real hip, ya know. 

          He puts some more juice through Gordon. Gordon starts to 
          shake even more. 

          Joker sniffs the air as he dances. 

                                          JOKER 
                         What's that cooking here? Is it a 
                         Gordon? 

          He dances around the table. The gangsters are also effected 
          by this catchy tune, they start to move along with the 
          music. 

          Joker checks his watch. 

                                          JOKER 
                         Ooops! I forgot the Gordon in the oven! 

                                          JOKER 
                              (singing along) 
                         Pleeeease, Pleeeease. 

          He dances to the controls and turns it off. 

          Gordon is half dead. 

          Joker dances up to him. 

                                          JOKER 
                         I hate to break it to you like this...but 
                         I think you're dancing skills are a bit 
                         rusty. 

                                          JOKER 
                              (singing along) 
                         Clowns to the left of me, Jokers to the 
                         right... 

          He dances more. He looks at Gordon 

                                          JOKER 
                         This man's no fun at all. He's a complete 
                         coconut. 

          The gangsters are laughing and shaking to the music. 

          Joker dances back to the controls again and starts to play a 
          maniac's funky tune of death. 


          INT. CORRIDOR 

          The music is still playing as we pull back from the double 
          doors of the treatment room. The lights in the hallway area 
          blinking to the beat of the music. 


          INT. OLD FACTORY - NIGHT 

          Batman, O'Hara, Cameron and Stanislaw are standing around 
          the messed up gangster. 

                                          O HARA 
                         Hey, listen to me! What happened here. 
                         Tell us. We saw that thing too. 

          The gangster is staring at O'Hara with terrified eyes. 

                                          GANGSTER 
                         It... it just came. It killed Luigi and 
                         the others. It's looking right at me. 
                         It's coming towards me. NOOOO!!! I got to 
                         run, I got to get away. Let me through. 
                         NOOO!! It's killing them. It's killing 
                         all of them. It's not Human. 
                         AAAAYYYEEEERRRR!!! 

          The gangster totally freaks out. Cameron watches the 
          situation with fear in his eyes. O'Hara starts to SLAP the 
          gangster. 

                                          O HARA 
                         Hey! Snap out of it! It's not happening! 
                         Do you hear me? It's over now! 

          The gangster calms down. 

          Suddenly the car radio goes wild. 

                                          RADIO 
                         All units to Arkham Asylum. We have CODE 
                         RED! Repeat. All units to Arkham Asylum! 
                         CODE RED! 

          O'Hara rushes to the radio and grabs it. 

                                          O HARA 
                         This is O'Hara. What the hell now? 

                                          RADIO 
                         We have code red, sir. We lost contact to 
                         the asylum. 

                                          O HARA 
                         Roger! We are on way, over! 

          He turns to Batman. 

                                          O HARA 
                         It's far from over. 

          But Batman's not there. The Batmobile starts its engines. A 
          huge flame shoots out from rear. 

                                          O HARA (CONT'D) 
                         I'll be damned. 

          He turns to the other cops. 

                                          O HARA 
                         You heard the radio, why are your butts 
                         still here? LET'S GO! MOVE IT! 

          The cops take off with tires screeching and follow Batman. 
          O'Hara grabs the gangster. 

                                          O HARA 
                         You're coming with me. 

          He shoves him to the backseat of his car, and drives away. 


          EXT. ARKHAM ASYLUM - YARD 


          SERIES OF SHOTS: 

          An army of police cars arrive at the asylum. 

          Armed cops come out of the cars and stand behind the car 
          doors, aiming their weapons at the asylum. 

          SPECIAL FORCE COPS armed M16's burst out of BIG TROOP 
          TRANSPORT VEHICLES. 

          HUGE SPOTLIGHTS light up the entire building. 


          EXT. YARD 

          A civilian car with a siren light on the right side of the 
          roof arrives. 

          CAPTAIN TANNENBAUM ,the SWAT leader, steps out. He looks 
          like a drill instructor of the goddamned Marines. 

                                          CAPTAIN TANNENBAUM 
                         Okay! What's the situation here? 

                                          POLICE #1 
                         The Joker has taken over the place. We 
                         think he's got hostages. He won't talk to 
                         us. 

                                          CAPTAIN TANNENBAUM 
                         Any info on Gordon? 

                                          POLICE #1 
                         It's possible he's up there too. 

                                          CAPTAIN TANNENBAUM 
                         Oh Jesus... I'll order my boys to stand 
                         by, just in case. 

          He takes out a radio. 

                                          CAPTAIN TANNENBAUM 
                              (into radio) 
                         Eagle One, this is Wolfman. Stand by 
                         Alpha Strike. Repeat, Alpha Strike is on 
                         stand by. 

                                          RADIO VOICE 
                              (filtered 
                         Copy, Wolfman, Alpha Strike standing by. 

          He puts away the radio and turns to the other cops. 

                                          CAPTAIN TANNENBAUM 
                         All right, give me the megaphone. I'll 
                         try to talk with them. 

          A cop takes out a MEGAPHONE from a car and brings it to 
          Tannenbaum. Tannenbaum grabs it. 

                                          CAPTAIN TANNENBAUM 
                              (into megaphone) 
                         This is Captain Tannenbaum of the Gotham 
                         City Police Force. The building is 
                         surrounded. We are willing to co-operate. 
                         We suggest you do the same. We are 
                         willing to use force if necessary. I hope 
                         we won't have to. 


          INT. ARKHAM ASYLUM -REC ROOM 

          The warden and doctor Holm are lying on the floor face down 
          strapped in straightjackets. Joker and the gangsters are 
          looking out of the windows. 

                                          JOKER 
                         Listen to that guy. I don't like him. 

          Joker walks up to the window and looks out. 

                                          JOKER 
                              (yelling) 
                         I'm not talking to you!!!!! 

          He walks back inside. 


          EXT. YARD 

                                          CAPTAIN TANNENBAUM 
                              (into megaphone) 
                         I'm sure we can work this out. Tell me 
                         your demands and we'll make a deal. 


          INT. REC ROOM 

                                          JOKER 
                         He doesn't seem to get it. Oh boy, oh 
                         boy...I'm not talking to him. Gimme that 
                         bazooka and I'll shut him up! 

          Joker grabs the bazooka from Frankie and cocks it. KACHACK! 

                                          FRANKIE 
                         No! Don't! 

          Frankie tries to stop the Joker but in vain. 


          EXT. YARD 

          Joker comes to the open window with the bazooka. 

                                          JOKER 
                         Hey, you down there! Eat this! 

          SWOOSH! The rocket flies through the air and hits a police 
          van, which flies straight up in the air with a huge fireball 
          under it.  

          The policemen run for their lives as the van starts to 
          descend and CRASHES on the top of a couple of other police 
          cars. 

          Tannenbaum rises from behind his car, covered with debris. 
          He's real pissed off. 

                                          CAPTAIN TANNENBAUM 
                         THAT DOES IT!! Looks like he won't 
                         co-operate. Take 'em out!!! OPEN FIRE!!! 

          All the cops start to fire their guns towards the upper 
          floors of the asylum, sending the whole floor full of 
          windows into millions of pieces. 


          INT. ASYLUM 

          Joker and the gangsters jump down on the floor shielding 
          their heads from the falling glass. 


          EXT. YARD 

          O'Hara's car arrives to scene with tires screeching and 
          parks beside Tannenbaum's car. Behind him the batmobile 
          arrives. 

          It's a world war three down here. 

          O'Hara kicks his door open and grabs the megaphone from the 
          psychotic Tannenbaum. 

                                          O HARA 
                         What the hell are you doing! Gimme that 
                         damned thing!  

                                          O HARA 
                              (into megaphone) 
                         CEASE FIRE! CEASE FIRE! 

          Little by little the gunfire starts to fade away. 

                                          O HARA 
                              (to Tannenbaum) 
                         What the hell was that? Didn't you learn 
                         anything in the academy? There are 
                         hostages up there! You're not in the 
                         goddamn army anymore, the Vietnam war is 
                         over! 

                                          CAPTAIN TANNENBAUM 
                              (yelling) 
                         SIR YES SIR! 

                                          O HARA 
                              (into megaphone) 
                         This is O'Hara! I apologize for my 
                         colleague! He went a little over the top! 
                         There will be no more shooting! We 
                         started on the wrong foot here. We don't 
                         want anybody to get killed. I'm sure we 
                         can solve this like adults. 


          INT. ASYLUM 

          The crooks are beginning to stand up again. 

                                          JOKER 
                         Hey, listen to that. It's O'Hara. Where's 
                         the phone? 


          EXT. YARD 

          Tannenbaum's CELL-PHONE starts to RING. He takes it out from 
          his pocket. 

                                          CAPTAIN TANNENBAUM 
                              (into phone) 
                         Yeah? 
                              (he hands it to O'Hara) 
                         It's for you. 

          O'Hara takes the phone. 

                                          O HARA 
                         Hello? 

                                          JOKER (V.O.) 
                         You know it's not very polite to shoot at 
                         us. Unless you want a lot of innocent 
                         people to die. 

                                          O HARA 
                         I'm sorry. It won't happen again. 

                                          JOKER (V.O.) 
                         It better not, coz' ya' know we have 
                         lots'a hostages up here. 

                                          O HARA 
                         How many? 

                                          JOKER (V.O.) 
                         Well... Let me see... One, two, three, 
                         four... 


          INT. ASYLUM 

          We move along the rows and rows and rows of DEAD CORPSES. 

                                          JOKER (V.O.) 
                         five ,six, seven, eight, nine... 


          EXT. YARD 

                                          JOKER (V.O.) 
                         ten, eleven, twelve... Oh I don't know... 
                         maybe couple'a hundred. 

                                          O HARA 
                         Jesus... All right, just keep it cool. 
                         What do you want? 

                                          JOKER (V.O.) 
                         Well, let me think... Give me a Royal 
                         with cheese, extra large fries, some coke 
                         and a hot apple pie. 

                                          O HARA 
                         What? 


          INT. ASYLUM 

                                          JOKER 
                         And bring us a really big-screen TV with 
                         cable too, coz I think we're not goin' 
                         anywhere for a long, long, LOONG time. 


          EXT. YARD 

                                          O HARA 
                         What the hell are you talking about? 

                                          JOKER (V.O.) 
                         Oh, I almost forgot...hold the mayo. I 
                         hate mayo. 

                                          O HARA 
                         Give me a straight answer! What are your 
                         demands? 

                                          JOKER (V.O.) 
                         Okay, if you don't have hot apple pie, I 
                         want a cherry sundae, with lots'a 
                         strawberries. 

                                          O HARA 
                         You're insane man! Let the hostages go 
                         and we can make a deal. 

                                          JOKER (V.O.) 
                         No, no, no, no... I'm not insane you 
                         know. In fact I am a Decho! Yes, that's 
                         me, a Decho. 

                                          O HARA 
                         What the hell is a decho? 

                                          JOKER (V.O.) 
                         It's a combination of being a psycho and 
                         a debil. 

                                          O HARA 
                         Cut the bullshit and talk some sense! 
                         Free the hostages and we can help you. 

                                          JOKER (V.O.) 
                         No, no, no... You can't talk sense with a 
                         decho-man! 

                                          O HARA 
                         Just let at least one of the hostages go. 
                         Please. 


          INT. ASYLUM 

                                          JOKER 
                         The decho-man isn't complete without a 
                         heart. He'll let one of the hostages go, 
                         just to show he's serious. 

          He walks up to doctor Holm and lifts him up by his hair. 

                                          JOKER 
                              (to Holm) 
                         I'm gonna let you go. 

                                          DOCTOR HOLM 
                         Really? 

                                          JOKER 
                         Yes. 

          He shoves doctor Holm through the shattered window. The 
          doctor screams as he falls down to his doom. 

                                          DOCTOR HOLM 
                         YAAAAAAAAAAAAAAAAAAAAAAAA!!!!!!!!! 


          EXT. BODY 

          Doctor Holm falls down on a police car. The siren lights 
          shatter under him. 


          EXT. YARD 

          O'Hara looks shocked. 

                                          JOKER (V.O.) 
                         There...Happy now? 

                                          O HARA 
                         You sick son-of-a-bitch! 

                                          JOKER (V.O.) 
                         Easy, easy...Did I mention we got Gordon 
                         up here with us too. 

                                          O HARA 
                         You're bluffing. If he's there let me 
                         talk to him. 


          INT. ASYLUM 

                                          JOKER 
                         Okay...but I don't think you can 
                         communicate very much with him... U' see, 
                         vegetables aren't very talkative. 

                                          O HARA (V.O.) 
                         And what's that supposed to mean? 

                                          JOKER 
                         You see, we kinda accidently fried his 
                         brains. At least now we know, you're not 
                         supposed to use too much'a juice, when 
                         you treat someone with electricity. It 
                         smells kinda funny too. 


          EXT. YARD 

                                          O HARA 
                         You gave him electric treatment? You 
                         sadistic crapface piece of shit !!! 

                                          JOKER (V.O.) 
                         Thank you. OOOps! Money burns, gotta go! 
                         -CLICK- 

          He hangs up. 

                                          O HARA 
                         He hanged up. That son of a bitch hanged 
                         up ! 

                                          BATMAN 
                         I'm going in there to talk him some 
                         sense. 

                                          O HARA 
                         What? Are you insane? That man's a 
                         maniac, he'll kill the hostages 

                                          BATMAN 
                         Listen to me, there are no hostages! 

                                          O HARA 
                         But he said... 

                                          BATMAN 
                         They're all dead. 

                                          O HARA 
                         How do you know? 

                                          BATMAN 
                         I know him. Hostages would only slow him 
                         down. 

                                          O HARA 
                         I'm sending my men with you. 

                                          BATMAN 
                         No! Not yet. It would only endanger 
                         Gordon. 

                                          O HARA 
                         Then when? 

                                          BATMAN 
                         I tell you when. 

                                          O HARA 
                         How? 

                                          BATMAN 
                         I'll give you a signal. 

                                          O HARA 
                         What kind'a signal? 

          Without answering Batman disappears into the shadows. 

                                          O HARA 
                         Dammit! 


          INT. SOME OFFICE  

          A guard is tied onto a chair. He has a scarf tied around his 
          mouth. He mumbles in terror. Next to him stands THE RIDDLER, 
          wearing his green insane outfit. He's sharpening a pair of 
          scalpels in his hands as he brings them before the guard's 
          face. The guard's eyes widen in fear.  

                                          RIDDLER 
                         Let me ask you a little riddle. What's 
                         dangerous to your health and you can't 
                         tell it's coming until it's knocking on 
                         your back? 

          The guard mumbles. He's trying to scream. we can see a faint 
          shadow reflecting to a wall behind him. It disappears. 

                                          RIDDLER 
                         Don't you know?  Well... It's DEATH! And 
                         that's what you are about to experience, 
                         my good friend. 

          The Riddler is about to perform a facial surgery to the 
          guard as someone suddenly knocks his back. Riddler turns 
          around. It's Batman. 

                                          RIDDLER (CONT'D) 
                         Well... If it isn't the Batman. Long time 
                         no see... Phew! I tell you, you almost 
                         scared me to death. 

                                          BATMAN 
                         I have a riddle for you. 

                                          RIDDLER 
                         A riddle for me? Well, shoot. 

                                          BATMAN 
                         What's green and flies through the air? 

                                          RIDDLER 
                         Hmmm... Boy, that's a though one. Hmmm... 
                         I must admit you got me on this one 
                         Batman. What is it? 

                                          BATMAN 
                         YOU! 

          Batman grabs the Riddler by his collar. 


          EXT. WINDOW  

          The window breaks as the Riddler flies right through it, 
          screaming as he flies through the air and splashes into a 
          pond. 


          INT. OFFICE  

          Batman unties the guard and removes the scarf from his 
          mouth. 

                                          GUARD 
                         Thanks. That maniac was going to kill 
                         me. 

                                                                                
          Batman shoots a Batrope through the window. It sticks to a 
          tree. 

                                          GUARD 
                         Listen, if there's anything, I can do to 
                         help... 

                                          BATMAN 
                         Take this. 

          Batman hands the guard The batrope thrower. 

                                          BATMAN 
                         This will slide you outside the 
                         building. 

          The guard climbs to the window. 

                                          GUARD 
                         What should I do if... 

                                          BATMAN 
                         Hold tight. 

          Batman shoves the guard away. He slides down the rope 
          screaming. 


          EXT. YARD - ROPE 

                                          GUARD 
                         Holyyy shiiiit!!! 

          The guard is about to hit the tree as he lets go just before 
          hitting it, and falls to the same pond as the Riddler did. A 
          couple of policemen hurry to his aid and walk him to dry 
          land. In the background we can see the cuffed Riddler 
          talking to some policemen that surround him. 

                                          RIDDLER 
                         He's crazy, I tell you. It's him, who 
                         should be up there getting treatment. Not 
                         me, I tell you. Look what he did to my 
                         suit. 

                                          POLICE OFFICER 
                         Shut up! 


          INT. ASYLUM CORRIDOR 

          Brat and Jack are running along the corridor pushing a HUGE 
          TROLLEY, banging through the double doors as they go BDUMP, 
          BDUMP, BDUMP. They stop in front of a BIG STEEL DOOR with a 
          COMBINATION LOCK. Jack walks up to the lock and starts 
          pushing numbers but nothing happens. 

                                          JACK 
                         Damn it! He forgot to tell us the 
                         number. 

                                          BRAT 
                         Do you mean you don't know the number? 

                                          JACK 
                         Yes. 

                                          BRAT 
                         I know what it is. 

                                          JACK 
                         Well, give me the number. 

                                          BRAT 
                         It's C-4, maan. 

          Brat takes out a C-4 PLASTIC EXPLOSIVE DEVICE 

                                          JACK 
                         Oh shit man. Not that. Put that away. 

          Brat starts to place the C-4 on the lock. 

                                          BRAT 
                         This stuff works on every door, maaan. 
                         Very useful when you forget your 
                         numbers. 

                                          JACK 
                         You'll get us both killed. I'm not joking 
                         here. That stuff is not a freakin' toy, 
                         man. 

          Brat puts the detonator in the C-4. 

                                          BRAT 
                         Trust me maan. 

                                          JACK 
                         Oh shit! 

          Jack starts to run away down the corridor. Brat just goes 
          behind the corner with the detonator wire and pushes the 
          button. 

          BADABOOOOOOMMM!!!!!! 


          INT. REC ROOM 

          Joker and the gangsters feel the bang, the whole building is 
          shaking. 

                                          JOKER 
                         What the hell is that? 


          INT. CORRIDOR 

          The whole corridor is filled with smoke and dust. Jack walks 
          back to the door coughing and waving the smoke away with his 
          hands. He sees Brat lying on the floor. 

                                          BRAT 
                         Yeah maaan, yoohooo! 

                                          JACK 
                         You fuckin' maniac. You really did it! 

                                          BRAT 
                         That was almost as good as LSD, yeehaa! 

          Jack helps Brat up. 

                                          JACK 
                         Come on. let's see what we got here. 

          They step in through the blown up door. 


          INT. WEAPON VAULT 

          As the smoke clears we start to see a vault filled with HUGE 
          ARSENAL OF WEAPONS. 


          C.U. ON BRAT'S FACE 

          His eyes widen and he gets a really happy smile, he turns 
          his head to the side like a dog. He starts to drool. 


          FADE TO BLACK 

                                          BRAT (V.O.) 
                         YAHOOO! 


          INT. WEAPON VAULT - MOMENTS LATER 

          Brat is searching through the weapons and handing the ones 
          he likes to Jack, who places them on the trolley. 

                                          BRAT 
                         THE HECKLER & KOCH G11... This baby is 
                         the first service rifle in the world to 
                         fire caseless ammo. The HK G11 is gas 
                         operated with a cyclic rate of fire of 
                         2000 RPM, utilizing a floating interior 
                         system where the barrel, magazine and 
                         breech recoil within a synthetic housing. 
                         50 round magazines and optical sights 
                         complete the package. 

                                          JACK 
                         Yeah yeah, give me that. 

                                          BRAT 
                         The MOSSBERG SPECIAL PURPOSE 590 SHOTGUN. 
                         This beauty is used by army special 
                         forces maan. It is 12 gauge, 20" cylinder 
                         bore, 9 shot and has a ghost ring sight. 
                         Hut hut hut, kick some butt! 

                                          JACK 
                         Yeah, real funny, gimme! 

                                          BRAT 
                         Oooooh, now this one I like...The 
                         MOSSBERG .410 SHOTGUN, 18 1/2", vertical 
                         foregrip... The latest word in home 
                         defense. Sure to keep the commies out of 
                         your backyard. 

                                          JACK 
                         Cool. 

                                          BRAT 
                         Yeehaa! The HK 40MM GRENADE LAUNCHER with 
                         muzzle velocity of 79 m/s. Used for 
                         serious butt-kicking only. 

                                          JACK 
                         Gotta have one of those! 

                                          BRAT 
                         Oh baby, come to papa... Now this is my 
                         favorite right after the Minigun. The 
                         HECKLER & KOCH MP5 SUBMACHINE GUN.... It 
                         is a lightweight, air-cooled, 
                         magazine-fed, delayed blow back operated, 
                         select-fire weapon that can be shouldered 
                         or hand fired. 

          As Brat is concentrated on talking about his second favorite 
          gun, Jack is pulled out from the vault. 

                                          JACK 
                         Hughhh! 

                                          BRAT 
                         The H&K MP5 submachine gun is chambered 
                         for various pistol cartridges to include 
                         9x19mm Luger, .40 S&W, and 10mm Auto. It 
                         fires from a closed-bolt position in 
                         semi-automatic, 2 or 3-round burst, and 
                         sustained fire modes. The weapon utilizes 
                         the unique H&K roller-locked bolt system 
                         used commonly throughout the H&K family 
                         of small arms. 

          We see a SHADOW stepping up behind Brat. 

                                          BRAT 
                         The H&K HK54 received its current acronym 
                         "MP5" when it was officially adopted by 
                         the West German government for use by its 
                         Police and Border Guard as the "Machine 
                         Pistol 5", or MP5 for short. 

          He gives the gun to who he thinks is Jack...But it's not 
          Jack, it's Batman! Brat panics as he sees Batman. He reaches 
          for a gun from the wall. 

                                          BATMAN 
                         Don't even think about it! 

          Batman hits Brat in his arm, really hard. GRAKKK! It 
          breaks. 

                                          BRAT 
                         YYYAAAAAAAAAA!!! 

          Batman grabs him by his neck and starts to strangle him. 

                                          BATMAN 
                         Where's Gordon you creep? 

          Brat spits on Batman's face. Batman lifts him up, making him 
          bang his head on the roof, then he throws him out of the 
          room. 

                                          BRAT 
                         Oooof! 


          INT. CORRIDOR 

          Brat flies on the floor.  

          He slides A STILETTO out from his sleeve.  

          Batman comes closer.  

          Brat strikes the stiletto at Batman. CLONG! It breaks as it 
          hits Batman's body armor. 

          Batman lifts him up by his collar. 


          BRAT'S P.O.V (HALLUCINATING) 

          Brat is hallucinating because of heavy drug-usage. 

          He sees Batman as a HORRIBLE DEMON from hell, Beelzebub 
          himself. 

          Brat starts to scream like a little girl. 

                                          BRAT 
                         Nooo!!! Oooh! Don't kill me! Go away you 
                         horrible demon!!! 


          BACK TO SCENE /BATMAN 

                                          BATMAN 
                         You stupid junkie! 

          Batman throws Brat through the window. 


          EXT. WINDOW 

          Brat falls down, screaming. 

                                          BRAT 
                         YYYYYAAAAARRRR!!! 

          Batman shoots a BATROPE after him, it tangles around Brat's 
          feet, making him bounce up like in a BUNGEE JUMP. 

                                          BRAT (CONT'D) 
                         UNGK! 

                                          BATMAN 
                         I'll ask you one more time...WHERE IS 
                         GORDON??? 

                                          BRAT 
                              (screaming in panic) 
                         Third floor, room 37! Take the first left 
                         after the elevator! 

          Brat looks up, Batman has disappeared from the window. 

                                          BRAT 
                         LET ME UP!!!!! 


          INT. REC ROOM 

          Joker and the gang are standing in the rec room, as if 
          waiting for something or someone. Carlos is walking around 
          nervously with his minigun.  

          Badass negro sits onto a couch and turns on the TV. There is 
          a Road Runner cartoon on. He changes the channel. Now it's a 
          Bugs Bunny cartoon. He changes the channel again. Now it's a 
          Ren & Stimpy cartoon. 

                                          BADASS NEGRO 
                         Fuckin' cartoons. Don't they show 
                         anything else in this place? 

          Badass keeps flipping channels. Carlos stands behind him. He 
          turns to Joker. 

                                          CARLOS 
                         Hey Joker! What's the story with this 
                         Batman dude? What the hell is he? 

                                          JOKER 
                         You wanna know about Batman do you? Well 
                         let me tell you. He's a goddamned freak 
                         that's what. He's obsessed with fighting 
                         crime and upholding the law. He's just 
                         plain cuckoo. You never know he's coming 
                         until he grabs you from nowhere and beats 
                         you senseless. 

                                          CARLOS 
                         Where does he come from? 

          In the B.G Badass keeps switching the channels. Just 
          cartoons.  

                                          JOKER 
                         Who knows... Goddamned winged freak. I 
                         just know that he ain't no ordinary 
                         human. God knows I've tried to kill him 
                         over and over but he just keeps coming 
                         back. 

                                          CARLOS 
                         Wa...Was it he who killed the guys at the 
                         um... the factory? 

                                          BADASS NEGRO 
                         Maan, This sucks!!! 

          He throws the remote control away. 

                                          JOKER 
                         Who else? When you least expect it he 
                         just comes in and splatters everyone in 
                         the room. He wasn't this bad before. Now 
                         he's like the goddamned devil himself. 
                         And he's after all of us. If we don't get 
                         him soon, he'll probably skin us alive or 
                         something worse. 

          Joker bites his nails. The he rises his arms and takes a 
          really spooky look. 

                                          JOKER 
                         It's over! BOOO BOOOO HOOOO ! It's Over!   

          Beads of cold sweat start dripping down Carlos' forehead.  

                                          CARLOS 
                         W..Why did you have to get us all 
                         involved with this ...freak. I didn't 
                         know there was anything like him after 
                         you... 

                                          BADASS NEGRO 
                         Hey Carlos, you scared? 

                                          CARLOS 
                         Shut up! I ain't scared! I ain't scared 
                         of nothing! There's nothing Babe can't 
                         handle! 

          Carlos pats his minigun. 

                                          JOKER 
                         Are you kidding me? Do you know what we 
                         did to him back at the factory? We 
                         goddamned pulverized him all over. We 
                         shot at him with all our arsenal for god 
                         knows how long. But did he die? Did he 
                         die? HELL NO! He wanted to show me his 
                         car. And you know what happens next? His 
                         car comes through the damn wall... So you 
                         say you can kill him?...Well good luck to 
                         you!!! 

          Suddenly Carlos sees A SHADOW moving in the window behind 
          the Joker. Carlos freaks out and starts to mess with his 
          minigun. 

                                          JOKER (CONT'D) 
                         Carlos? what are you doing? I'm just 
                         kidding, just kidding man!!! 

                                          CARLOS 
                         Shiiiiit! It's him! Get outta way! Get 
                         outta wayyy!!! 

          Everyone hits the ground as Carlos starts to pulverize the 
          crap out of the whole 
          place...WWWWWWWWWWWFFFFFFFFFFWWWWWWWWWWW!!!!  

          He moves the minigun slowly from right to left. 

          The window shatters to a trillion pieces. 

                                          CARLOS 
                         DDDDDRRRRRRRAAAAAAAAAAAAAAAAAAAAA!!! 

          He sweeps the window with the stream of destruction. 

          Joker lies on the floor covering his head from the falling 
          glass. 

                                          JOKER 
                         STOP SHOOTING!!! STOP SHOOTING!!!! 

          The sound of the minigun is so loud, no man can overcome 
          it. 

                                          JOKER (CONT'D) 
                         STOOOOOOPPPPP SHOOOTINNGGGG!!!!!!! 

          The minigun starts to shake up and down, Carlos is 
          struggling to keep it straight. It's getting out of control. 
          The stream of fire starts to move away from the window and 
          toward the walls 

                                          CARLOS 
                         HOLYYY SHIIIT!!! IIT STUUUCKKK!!! 

          Several gangsters get hit by the stream, they get totally 
          PUL-VE-RI-SED!!! 

          The remaining gangsters are trying to get out of the room. 
          Some are even voluntarily jumping out the windows in panic 
          to get away. 

          Joker is crawling towards the door. Around him the complete 
          and utter carnage continues. 


          EXT. YARD 

          Hell has broken loose in the third floor. The whole floor is 
          lit up from the minigun's flame. Bodies and screaming 
          gangsters fly from the windows. It's raining men, 
          hallelujah! 

                                          O HARA 
                         All right, that's the signal! Let's go! 
                         Let's go! Let's go! 
                              (to Tannenbaum) 
                         Send in your boys. 

          Captain Tannenbaum grabs his radio 

                                          CAPTAIN TANNENBAUM 
                              (into radio) 
                         Eagle One, this is Wolfman. Alpha Strike 
                         is a go. Repeat, Alpha Strike is a go!! 
                          


          INT. SWAT HELICOPTER 

          LOFTON, the SWAT team leader and his 5 badass men are 
          sitting in the chopper. They are wearing BLACK "NAVY SEAL" 
          OUTFITS. 

                                          LOFTON 
                         We have a go! It's show time! 

          The SWAT team take out their MP5 SUBMACHINE GUNS and headset 
          radios and ready them for action. They fasten their 
          bulletproof vests. 

          Lofton takes out the asylum blueprints. 

                                          LOFTON 
                         Okay. The hostages are located in this 
                         area. We also suspect they're keeping 
                         commissioner Gordon there. Our drop point 
                         will be on the east side rooftop. The 
                         resistance is expected to be heavy so 
                         shoot to kill. Understood? 

                                          TEAM 
                              (in unison) 
                         SIR YES SIR!! 

                                          LOFTON 
                         All right. Here we go YEAH!! 


          EXT. SWAT HELICOPTER 

          The helicopter hovers silently toward the asylum in the 
          distant. 


          INT. ASYLUM 

          Carlos spins frantically around. The minigun has gone 
          totally out of control and there is not much he can do about 
          it. 

          He throws the minigun on the floor and starts to detach 
          himself from the backpack. 

          The minigun is spinning on the floor by itself, spitting 
          death from its turrets. 


          EFX: SLO MO 

          Suddenly there is a shadow behind the window. Batman leaps 
          in through the window throwing Carlos on the ground.  


          RESUME LIVE ACTION 

          Batman knocks Carlos on the floor and holds him still with 
          his leg as he grabs the minigun from the floor. 


          INT. CORRIDOR - JOKER 

          is running in the corridor. He looks behind him. He sees 
          Batman standing in the rec room. Their eyes meet. 


          INT. REC ROOM - BATMAN 

          turns the minigun toward the Joker in the corridor. 
          WWWWFFFFFWWWWWWWWW!!! (In case you wondered, this is the 
          sound of a minigun.) 


          INT. CORRIDOR - JOKER 


          EFX: SLO MO 

          Joker runs laughing away, the corridor blasting behind him. 


          RESUME LIVE ACTION 


          INT. REC ROOM - BATMAN 

          The minigun barrels start to roll empty, the bullets are 
          out. Batman releases the trigger and looks down at Carlos. 

                                          BATMAN 
                         I know what you are thinking. You are 
                         thinking, did he fire fifty thousand 
                         times or one hundred thousand times... I 
                         must admit, I lost the count myself. 

          Carlos' puzzled expression turns into a smile. 

                                          CARLOS 
                         Heh. 

          Batman is not amused. He knocks Carlos unconscious with the 
          minigun barrel, throws the minigun on the floor and takes 
          off after the Joker. 


          EXT. ARKHAM ASYLUM ROOFTOP 

          The chopper is hovering silently above the asylum. The SWAT 
          team slides down to the roof on a rope. 


          EXT. ARKHAM ASYLUM - ROOF - NIGHT 

          The SWAT team has reached the rooftop. They activate their 
          HEADSET RADIOS. 

                                          LOFTON 
                         All right. We move in pairs. Look for any 
                         kind of entrance points, chimneys, 
                         ventilation intakes, anything big enough 
                         to squeeze in through. Murphy, Smith, you 
                         go that way. 
                              (points to right) 
                         Lee, Ford, that way. 
                              (points to left) 
                         Escobar, you're with me. Let's move. 

          They load their MP5 SUBMACHINE GUNS, activate their LASER 
          SIGHTS and start moving. 


          INT. CORRIDOR 

          Batman runs down the corridor. The maniacal laughter echoes 
          in the distant. He sees a room with the door open. He is 
          about to run past it, as he spots Gordon lying on the 
          electric treatment table. 


          INT. ELECTRIC TREATMENT ROOM 

          Gordon lies motionless on the table. He has small burnmarks 
          all over his head, indicating he's been heavily tortured. 

          Batman hurries to him. 

                                          BATMAN 
                         Jim, Jim. My God, what's he done to you. 

                                          GORDON 
                         Bruce... He's insane. 

                                          BATMAN 
                         Don't try to talk. 

          Batman helps Gordon up on his feet. 

                                          BATMAN 
                         Come on, let's get you out of here. 

          They start to walk out from the room. 


          INT. CORRIDOR 

          Gordon is so weak he is unable to walk. Batman has to lower 
          him down. 

                                          BATMAN 
                         Listen, the police are coming right 
                         behind me. I'll stay here with you till 
                         they arrive. 

                                          GORDON 
                         NO!...I'll be fine. Listen to me. The 
                         lunacy has to end here, tonight... You 
                         understand me? It has to end. 

          Batman rises his head and looks into the dark corridors. The 
          maniacal laughter can be heard somewhere in the distance, 
          fading. 

                                          BATMAN 
                         I understand. 

          Batman goes after the Joker. Gordon watches his friend 
          disappearing into the darkness. 


          INT. CORRIDOR -JOKER 

          runs laughing through the corridor, frantically shooting 
          everything in sight leaving carnage behind as he goes. 

          Batman is following behind, guided only by the distant 
          laughter of the madman and the carnage which he is leaving 
          behind. 


          EXT. ARKHAM ASYLUM ROOFTOP - SWAT TEAM 

          LEE and FORD have walked around to an area on the roof next 
          to two large chimneys. Lee signals to Ford to move forward. 
          Ford walks around the chimney.  

          Suddenly the cloaked Predator appears behind him. Ford does 
          not notice him. The Predator hits a long bladed "sword" 
          right through Ford. Ford screams. 

          Lee jumps in panic and starts running around the corner. 

                                          LEE 
                              (yelling) 
                         FORD! 

          He comes around the corner and sees Ford lying there on the 
          ground, dead. 

                                          LEE (CONT'D) 
                         Oh my god! FORD! 

          He quickly looks all around him aiming with his MP5, looking 
          for the killer. 

                                          LOFTON (V.O.) 
                              (filtered) 
                         Ford, Lee, what's going on? 

                                          LEE 
                         Ford's dead! Shit! he's dead, sarge! I 
                         don't know what hit him! I can't see 
                         anyone! 

          Lee walks around cautiously. Suddenly he sees the cloaked 
          Predator standing very still in front of him. The red laser 
          sight dot sweeps across the cloaked shape. He walks up to 
          the shape and looks at it cautiously. 

                                          LEE 
                         Wait! I see something. There's something 
                         in front of me. 

                                          LOFTON (V.O.) 
                              (filtered) 
                         What is it? 

          Lee lowers his MP5 and examines the blurry shape. 

                                          LEE 
                         I don't know. It's some kind of shape, 
                         almost transparent. It's not moving. 


          EXT. LEFT SIDE ROOF 

                                          LOFTON 
                         Transparent? What do you mean 
                         transparent? 

                                          LEE (V.O.) 
                              (filtered) 
                         It's...it's completely still....Wait...I 
                         think it's moving! 

                                          LOFTON 
                         Moving? Lee, what the hell is happening? 

                                          LEE (V.O.) 
                              (filtered) 
                         I think it's....HOLY SHIT...NOOO! 

          We hear a loud slash and scream through the radio then it 
          goes silent. 

                                          LOFTON 
                         What's happening Lee? Lee? LEE??? 

          Escobar walks up to him. 

                                          ESCOBAR 
                         What the hell happened? 

                                          LOFTON 
                         Something got Lee and Ford! 

                                          ESCOBAR 
                         Oh shit! 

          They walk up to a wall. 

                                          LOFTON 
                              (to radio) 
                         Smith! Murphy! We have someone up here! 
                         Lee and Ford are down! Repeat, two men 
                         down! 

                                          SMITH (V.O.) 
                              (filtered) 
                         What? 

                                          LOFTON 
                         Lee and Ford are dead! There's someone up 
                         here! 


          EXT. RIGHT SIDE ROOF 

                                          SMITH 
                         We'll find him! 

                                          MURPHY 
                         I knew it was a bad idea coming up here 
                         with all these psychos loose. 

          SMITH and MURPHY are walking cautiously with their MP5s 
          ready, watching the surroundings for any signs of the 
          killer. Murphy goes in front, he stops to look down the 
          wall.  

          He signals all clear to Smith. Suddenly THREE RED DOTS 
          appear on Murphy's forehead. Smith notices them. 

                                          SMITH 
                              (yelling) 
                         Oh shit! get down! get down! 

          Murphy is about to jump to the floor as the deadly ray of 
          energy rips his head off. 

                                          SMITH (CONT'D) 
                         MURPHY!!! 


          EFX: SLO MO 

          Smith turns around covered with his friend's blood. He lifts 
          his MP5 and starts firing like crazy in the direction the 
          blast came from. He screams in panic as he is firing. He 
          fires until his clip is empty and is left there grinning and 
          breathing hard. 


          RESUME LIVE ACTION 

                                          LOFTON (V.O.) 
                              (filtered) 
                         SMITH! Did you get him? Smith? Answer me! 
                         What's going on? 

          Smith takes out a new clip for the MP5 and reloads. 

                                          SMITH 
                              (breathing hard) 
                         A...a sniper took out Murphy! I didn't 
                         see a thing but I fired an entire clip at 
                         him! He must be down! 

                                          LOFTON (V.O.) 
                              (filtered) 
                         What's your position? 

                                          SMITH 
                         I'm on the east side... near the 
                         ventilation intake...Jesus Christ 
                         sarge... It blew his head off. 

                                          LOFTON (V.O.) 
                              (filtered) 
                         Hold your position! We're on our way! 

          Smith is looking around him to see if he can see a body 
          somewhere, but nothing. He walks quietly around a corner. 
          Then suddenly he sees Predator, uncloaked, raising his arm 
          with the FRISBEE WEAPON.  

                                          SMITH 
                         Oh my god, I See it! I see it! 


          EFX: SLO MO 

          Smith's eyes widen with panic and he starts to fire his MP5 
          toward the Predator. The Predator throws the weapon at him. 
          It comes so fast, he doesn't have time react before the 
          weapon rips through him. 


          RESUME LIVE ACTION 


          EXT. LEFT SIDE ROOF 

          Lofton hears as his comrade screams. His eyes reflect his 
          panic. 

                                          LOFTON 
                         Smith! Smith!... Holy mother of god! The 
                         sniper got both of them!  

                                          ESCOBAR 
                         We're definitely in deep shit! 

          Escobar cautiously looks all around them for the enemy. 

                                          ESCOBAR 
                              (whispering) 
                         Quiet! I think I heard something. 

          They are completely silent as they look around. They see 
          nothing. Only the darkness. Both of them are struck by panic 
          but they conceal it well. 

          Drops of cold sweat fall down Escobar's face. He wipes them 
          off. 

                                          ESCOBAR 
                         I have a bad feeling about this. I don't 
                         think we should stay here. 

                                          LOFTON 
                         You're right. I'll call for abort! 

          Lofton talks into the radio. Escobar is checking the nearby 
          area. 

                                          LOFTON 
                         Stone! we got to abort, four men down! 
                         Repeat, we're aborting, four men down. 
                         Come and get us the hell out of here! 

                                          STONE (V.O.) 
                              (filtered) 
                         10-4. I'm on my way. 


          EXT. SWAT HELICOPTER 

          The helicopter starts to accelerate towards the asylum. 


          INT. ASYLUM CORRIDOR - JOKER 

          is running in the corridor, breathing hard. He slows down to 
          catch his breath. He turns around to look for Batman. 

          Suddenly a GUN IS PRESSED toward his head from behind. Joker 
          freezes. 

                                          FRANKIE (O.C.) 
                         You lead us into a trap you fuckin' 
                         son-of-a-bitch. 

                                          JOKER 
                         Ohh shit... OOOOH shiit. 

          Joker slowly turns around to face Frankie, who is holding 
          the gun to his head, while holding the WARDEN in his other 
          hand in a hold. 

                                          JOKER 
                         Frankie boy, take it easy! How could I 
                         have known that damned Carlos is so 
                         trigger happy. 

                                          FRANKIE 
                         We're all trigger happy! I want my 
                         payment with extra. This wasn't in our 
                         plan. 

                                          JOKER 
                         So wasn't the damn minigun getting 
                         stuck!! You'll get your payment. Now we 
                         gotta get the hell outta here. The bat is 
                         here and he's got the minigun! It's the 
                         mos pwerfull gun in the world! We're a 
                         little outgunned here... 

                                          FRANKIE 
                         How the hell are we supposed to get out 
                         of here? 

                                          JOKER 
                              (points at the warden) 
                         I don't know. Ask him. 

          Frankie strangles the warden really hard. 

                                          FRANKIE 
                         All right you piece of shit, how do we 
                         get outta here? 

                                          WARDEN 
                              (choking) 
                         We...we have an army 
                         surplus...helicopter...we use it for 
                         emergency transports 

                                          FRANKIE 
                         Take us to it. 

          Joker has ceased the chance and taken out his gun which he 
          points at Frankie. 

                                          FRANKIE 
                         You got some nerve! Gimme a break, that's 
                         just a phoney gun. 

                                          JOKER 
                         Maybe you would like to find out. 

                                          FRANKIE 
                         Come on, we're on the same side here, I'm 
                         just a little pissed. 

          Joker cocks the gun 

                                          FRANKIE 
                         Look, half my men are dead. 

                                          JOKER 
                         Yeah yeah, I'm pissed too. 

          Joker puts the gun away. 

                                          JOKER 
                         Now let's go. 


          INT. CORRIDOR - BATMAN 

          is running down the corridor. As he runs past a door a METAL 
          PIPE is struck in his face, making him fall down on his 
          back. 

          A bunch of men come out of the room. They are extremely 
          ugly, they are THE NOTORIOUS PEACOCK BROTHERS: CLETUS, 
          JUSTUS, MULCH, and ZEKE. 


          BATMAN'S P.O.V 

          CLETUS PEACOCK, one of the uglies stands before Batman. He 
          is holding a metal pipe. 

                                          CLETUS PEACOCK 
                         Hello. Remember us? Hell, I'll make you 
                         remember us. Yeehaa! 


          BACK TO SCENE /PEACOCK BROTHERS /BATMAN 

          He starts to beat Batman with the pipe, the others start to 
          pull Batman inside the room. 


          INT. ELECTRIC TREATMENT ROOM #2 

          The Peacock brothers drag Batman onto an ELECTRIC CHAIR. 
          Batman tries to resist, but in vain. They tie him onto the 
          chair. 

                                          JUSTUS PEACOCK 
                         Yeehaa, we gonna have some fun! 

                                          MULCH PEACOCK 
                         Let's barbecue him, Pa! 

                                          CLETUS PEACOCK 
                         Sure bro!  

          Mulch pulls a lever on the wall. Batman starts to grin as 
          electrons flow through him. BZZZZZZZ!!!!! 

                                          CLETUS PEACOCK 
                         This is how we treat freaks!!! 

          Justus is jumping up and down in joy. 

                                          JUSTUS PEACOCK 
                         He's burning, glohoot! HEEEEESS 
                         buuurning, glooo! Heehgeeeheee! 

          Batman is grinning. Powered with pain and anger he starts to 
          pull the restraints from their sockets. With superhuman 
          strength he breaks himself free and SMASHES Justus in the 
          "face", sending him flying across the room. 

                                          JUSTUS 
                         AIIRRGGH!!! 

          The other ones grab Batman, and throw him on the floor and 
          start to beat him with pipes and baseball bats. 

                                          CLETUS PEACOCK 
                         Subdue him! 


          EXT. SWAT HELICOPTER 

          The chopper comes back up above the rooftop. It slows to a 
          hover and a rope falls down, waiting for the men to return. 


          EXT. ROOF 

          The Predator is running on the roof right below the 
          chopper. 


          INT. SWAT HELICOPTER - COCKPIT  

          STONE, the pilot, is looking down on the roof, he sees the 
          Predator running there. 

                                          STONE 
                         What the... 
                              (using radio) 
                         Lofton, there's some kind of creature 
                         down there! Do you hear me! Some kind of 
                         creature! 


          EXT. ROOF 

          Lofton and Escobar are running across the rooftop. 

                                          LOFTON 
                              (using radio) 
                         Creature? What do you mean creature? 
                         where is it? 


          INT. SWAT HELICOPTER - COCKPIT  

                                          STONE 
                         It's right below me!   
                              (beat) 
                         Oh my god it's looking right at me! 


          EXT. ROOF 

          The Predator is looking right up at the helicopter. Suddenly 
          he notices the rope dangling from it. Quickly as lightning 
          the Predator jumps up and grabs the rope, he starts climbing 
          up the rope with amazing speed and agility. 


          INT. COCKPIT  

          Stone is looking down in panic. 

                                          STONE 
                         Oh my god, it's coming up the rope! It's 
                         coming to get me! Shoot it! shoot it! 


          EXT. SWAT HELICOPTER  

          The Predator enters through the door. 


          INT. COCKPIT  

          The Predator comes up behind the pilot and extends his 
          WRISTBLADES and raises his arm. 

                                          STONE 
                         NYYYYAAHHH!!!! 


          EXT. SWAT HELICOPTER  

          The front window of the helicopter gets splattered with 
          blood. 

          The helicopter starts to swing back and forth and falling 
          down. 


          EXT. ROOF  

          Lofton and Escobar are running towards the swinging 
          helicopter. They stop below it. 

                                          LOFTON 
                         Noooooo! Stone! STONE! Do you read me? 
                         Stone! SHIT!! 

                                          ESCOBAR 
                         What the hell is that thing? 

          Suddenly he notices that the Predator is still in the 
          helicopter. 

                                          ESCOBAR 
                         Shit! Look, it's up there! That god damn 
                         monster is still up there. Let's nail 
                         that bastard! 

          They start firing their MP5s at the chopper. Sparks fly as 
          the bullets hit the chopper. 

                                          LOFTON 
                              (screaming) 
                         Yaaaaaaa!!!! 


          EXT. ARKHAM ASYLUM - YARD  

          The police officers are looking up at the blazing 
          helicopter. 

                                          O HARA 
                         What the hell are they doing up there? 


          EXT. SWAT HELICOPTER  

          The chopper is going down next to the wall of the asylum. 


          INT. ELECTRIC TREATMENT ROOM #2 

          The Peacock brothers are beating Batman who is lying on the 
          floor. 

                                          JUSTUS PEACOCK 
                         Baatmaan, Baatmaan! 

                                          CLETUS PEACOCK 
                         Hehehhahahaha!!!! 

                                          MULCH PEACOCK 
                         HOHOO HOHOOOOO!! 

          A HORRENDOUS NOISE fills the room, but the brothers just 
          ignore it, as they are concentrated on beating the hell out 
          of Batman. 

          In the window in the B.G the HELICOPTER starts to appear, 
          falling downward slowly. 

          The ROTOR BLADES BREAK through the window CHOPPING THE 
          Peacock brothers in pieces... CHOP CHOP CHOP CHOP CHOP! 

          The ROTOR BLADES are coming closer to Batman, he quickly 
          rolls aside out from the room before the blades chop up the 
          whole room. 


          EXT. ASYLUM 

          The chopper is falling down by the wall, the rotor blades 
          chopping up the walls. 

          Pandemonium rises among the police officers below.  

                                          POLICE OFFICER 
                              (yelling) 
                         Oh shit!! Take cover! 

                                          SKINNY POLICE OFFICER 
                         Move, move, Out of the way!! MOVE! 

          They start running back and forth as the helicopter CRASHES 
          into the wall. 


          INT. ASYLUM 

          The helicopter CRASHES IN THROUGH THE WALL 


          EXT. ASYLUM 

          Cops run to the gap in the wall. They are HEAVILY ARMED. 

          Captain Tannenbaum smiles as he runs to his trunk and opens 
          it. 

                                          CAPTAIN TANNENBAUM 
                              (yelling) 
                         All right! This is it! We are going in!! 
                         It's time to kick some butt! 

          He takes a BULLET PROOF COMBAT VEST and straps it on.  

          He lifts up a BULLET BELT and wraps it around his shoulder. 

          He takes couple'a HANDGUNS and shoves them into his 
          pockets. 

          He takes a PUMP SHOTGUN and loads it. He then hangs it on 
          his shoulder. 

          He takes HAND GRENADES and hangs them on his vest.  

          Finally takes out AN M-60 MACHINEGUN and closes the trunk. 
          He's gonna do some serious butt-kicking. 


          INT. ASYLUM -BATMAN 

          Batman looks back at the chopped-up room, gets up and 
          continues the pursuit, ignoring the fact he's badly beaten 
          up.  


          INT. ASYLUM - HELICOPTER WRECKAGE 

          A SPECIAL FORCES TEAM: BUSCEMI, LARKIN, VELOS, JONES, 
          SIGLER, STEWART and DANZIGER move cautiously inside, 
          sweeping the smoky area with their MP5 LASER SIGHTS. It's 
          completely dark. They move through the smoke toward the 
          helicopter wreckage. As they walk up past the cockpit, we 
          can see that the PILOT'S HEAD IS MISSING. The front of the 
          cockpit is completely covered with blood. 

                                          BUSCEMI 
                         The pilot's head is missing! 

                                          LARKIN 
                         Jesus Christ! What the hell has happened 
                         here? 

          They cautiously continue inside the asylum. Tannenbaum walks 
          past the chopper and looks inside. 

                                          CAPTAIN TANNENBAUM 
                         They are all goddamned psychos, that's 
                         what's happened here. 

          He hand signals the others to move forward. 

                                          CAPTAIN TANNENBAUM 
                         Secure the area. Keep it silent. 

          The cops put on their NIGHT VISION GOGGLES. 


          ALTERED P.O.V 

          as seen through NIGHT VISION GOGGLES: The cops move silently 
          further inside and sweep the area with their weapons. 
          Suddenly A FAINT SHADOW can be seen, disappearing  behind 
          the corner. 


          BACK TO SCENE / COPS 

          A cop quickly turns toward the corner. 

                                          VELOS 
                         YOU THERE, FREEZE! 

          We hear the sound of footsteps running up a staircase. The 
          cops run after the figure. 


          PREDATOR'S P.O.V - OVERHEAD - MOVING 

          Predator is moving in the ceiling, observing the cops 
          below. 


          INT. STAIRCASE 

          The cops start to move up the staircase slowly, Velos goes 
          first. 


          INT. STAIRCASE - SECOND FLOOR 

          Velos checks the area from the stairs. 


          VELOS' P.O.V - NIGHT VISION 

          Velos turns around, slowly scanning the area. His field of 
          vision gets blocked by SIX FIGURES standing in the green 
          background. We see bright FLASHES of light as they fire 
          their weapons at him. 


          BACK TO SCENE / VELOS 

          gets ripped by the bullets. He falls down the staircase. 

          Danziger emerges behind him and starts firing his weapon 
          frantically, BUDDA BUDDA BUDDA BUDDA! Maniacal screaming can 
          be heard as the loonies pulverize him. 


          INT. STAIRCASE 

          Velos and Danziger roll dead down the stairs before their 
          comrades' feet. 

                                          BUSCEMI 
                         HOLY SHIT! 

                                          CAPTAIN TANNENBAUM 
                         Let's smoke those bastards!!!!!! 

          They all grab their SMOKE GRENADES from their vests and toss 
          them over the staircase. 


          INT. 2ND FLOOR 

          The grenades bounce off the walls and fall down before the 
          loonies, who start to run screaming away as the corridor 
          gets filled with smoke.  

          The cops emerge through the smoke with their GAS MASKS on. 
          It's quiet, too quiet. 


          LARKIN'S P.O.V - NIGHT VISION 

          Suddenly the corridor gets filled with figures. Maniacal 
          screaming fills the air. The loonies are back, and now they 
          have their friends with them. Guns blaze. 


          BACK TO SCENE / COPS 

                                          LARKIN 
                         GET BACK, GET BAAACK!!! 

          The cops fire their guns as they start to fall back. The 
          screaming gets unbearable as the madmen run toward them with 
          guns blazing.  

          Several bullets squish through Larkin's chest, he falls down 
          on his knees and drops dead. Buscemi rushes to his friend 
          and fires furiously, when suddenly he's lifted up in the air 
          and disappears through the smoke 

                                          STEWART 
                         They're all over us. SHIIIT!!!!!! 

          Stewart goes berzerk and starts to spray furiously in all 
          directions. Blood rains down on him from above, he starts to 
          fire upwards. 


          PREDATOR'S P.O.V - OVERHEAD 

          Predator is looking down on Stewart, who is firing at him. 
          He zooms in on his head. Three red lines appear on his head, 
          forming a TRIANGLE around it. 


          BACK TO SCENE / STEWART 

          We see three small laser sight beams becoming visible 
          through the smoke. Stewart's head EXPLODES. 

          We move above the smoke to the ceiling to see Predator 
          holding Buscemi, the wristblades are coming out from his 
          chest. Predator drags him into a VENTILATION SHAFT. 

          Tannenbaum steps over the corpse of Larkin and readies his 
          M60 

                                          CAPTAIN TANNENBAUM 
                         Get the hell out of here! GOOOO!!!! 

          Jones and Sigler run back to the staircase, firing 
          furiously. 

          Tannenbaum spends the whole bullet belt as he PULVERIZES the 
          corridor with his M60, sending an undefined number of 
          loonies to pieces. The reaperman is here! 

                                          CAPTAIN TANNENBAUM 
                         You badass motherfuckeeerrrrsss!!!!! 

          A psycho jumps screaming through the smoke with A CHAINSAW. 
          Tannenbaum's out of bullets. The psycho jumps at him with 
          the chainsaw BUZZING. Tannenbaum throws the M-60 on the 
          ground and grabs the SHOTGUN from his shoulder, cocks it in 
          the air and... 

                                          CAPTAIN TANNENBAUM 
                         EAT THIS!!! 

          BLASTS through the psycho, who falls dead in front of him, 
          the chainsaw cuts Tannenbaum in his shoulder. Ignoring the 
          wounds he BLASTS a few more loonies with the shotgun. He 
          jumps behind the corner and yells into the headset radio 

                                          CAPTAIN TANNENBAUM 
                         It's real hell in here! Send me everyone 
                         we've got! 

                                          O HARA (V.O.) 
                         What do you mean everyone? 

                                          CAPTAIN TANNENBAUM 
                         EVVVERYYOOOONE!!! 


          EXT. ASYLUM 

          AN ARMY OF COPS run inside the asylum 


          INT. ASYLUM - TANNENBAUM 

          Tannenbaum grabs A HAND GRENADE, bites the socket off and 
          throws it around the corner. We hear some SCREAMING, then a 
          BANG!!!! Then the screaming stops. He takes off his night 
          vision goggles and tosses them away. 

          He moves back around the corner and picks two MP5s from the 
          corpses. 


          TANNENBAUM'S P.O.V 

          A few more loonies can be seen coming through the smoke.  


          BACK TO SCENE /TANNENBAUM 

          The MP5s start to sing the sonata of death. 

          He stops firing and sits down by the wall. He takes out a 
          BIG FAT CIGAR from his pocket and lights it up. 

          More cops come up the staircase. As the smoke clears we can 
          see what looks like the remains of World War III. 

          Tannenbaum blows the cigar smoke out in the air and grins 
          devilishly. 

                                          CAPTAIN TANNENBAUM 
                         BLOODY HELL. 

          The cops stun in horror. 


          INT. ASYLUM -BATMAN 

          runs along the corridors. He comes to a corner and slows 
          down. A GANGSTER with A SHOTGUN is walking towards the 
          corner.  

          Batman waits until he comes behind the corner and... STRIKES 
          him in the face, sending him back in pain.  

          Batman KICKS him in the stomach, making him drop the 
          shotgun. 

          Batman picks up the shotgun and HITS him across the head 
          with the shotgun butt. The gangster passes out. 

          Batman cocks the shotgun and continues to walk along the 
          corridor. He comes up to a closed door at the end of the 
          corridor. He kicks the door open and enters. 


          INT. EXAMINATION ROOM 

          Batman steps inside an examination room, filled with all 
          kinds of medical devices. There is a EXAMINING TABLE in the 
          middle. Batman checks around, the room looks clear. He 
          starts to walk to the door on the other side when... 

          Someone jumps up at him from behind and grabs his face, 
          hanging onto his back. It's the PENGUIN. He screams as he is 
          clutching onto Batman's face. 

                                          PENGUIN 
                         DIEEEEE BATMAAAAN!!!!! I'm gonna peck 
                         peck peck your eyes out! 

          Batman stumbles around the room, hitting the medical 
          devices, trashing them. 

          The Penguin starts to pull Batman's mask off as he is 
          scratching his face. 

                                          BATMAN 
                         Gnnnnnrrr! 

          Batman hits the examining table and manages to remove the 
          Penguin's arms from his face and throws him over the table, 
          into a BIG TRASH CAN. 

          The Penguin screams from the trash can. He swings the trash 
          can, making it fall down. Penguin slides out from it. 

          He freezes as he sees Batman holding the SHOTGUN to his 
          nose. Batman has a really grim look. 

                                          BATMAN 
                         Get back to your cell! 

                                          PENGUIN 
                         Yes sir. 

          Penguin stumbles into a closet. 

                                          PENGUIN 
                         Mind if I go in here? 

                                          BATMAN 
                         That will do fine. 

          Batman cocks the shotgun and Penguin gets really scared and 
          closes the closet door quickly. Batman moves the EXAMINING 
          TABLE in front of the closet door. Penguin starts banging on 
          the door. 

                                          PENGUIN (V.O.) 
                         Hey, let me out of here! 

          Batman walks out of the room. 


          INT. ASYLUM - TANNENBAUM 

                                          CAPTAIN TANNENBAUM 
                         All right people! As you can see, this 
                         area is now secure. Spread up in teams, 
                         we'll search through this damn place inch 
                         by inch. Keep it silent, but if you see 
                         any psychos, shoot to kill. I repeat, 
                         shoot to kill. Don't let them live 
                         because That's exactly what these s.o.b's 
                         are gonna do to you. 


          PREDATOR'S P.O.V - OVERHEAD 

          The cops spread up in teams and go off in several 
          directions. A number of cops stay with the captain. 

                                          CAPTAIN TANNENBAUM 
                         We move that way. Let's go! 

          The team moves up to the corridor where the psychos came 
          from. 


          BACK TO SCENE / TANNENBAUM'S TEAM 

          They stop before the doorway. 

                                          CAPTAIN TANNENBAUM 
                         Secure the corridor. 

          Two cops take out SMOKE GRENADES and shield themselves 
          behind the wall. They throw the grenades in to the corridor. 
          POFFF!!! SHHHHHHHHH!! The corridor gets filled with smoke. 

                                          CAPTAIN TANNENBAUM 
                         Let's move. 

          Tannenbaum's team enters the corridor. 

          They move through the CELL BLOCK past a number of OPEN CELL 
          DOORS. 

                                          CAPTAIN TANNENBAUM 
                         Hell is here. I can feel it in my guts. 


          INT. SMOKY CORRIDORS - GORDON 

          is leaning against the wall. Suddenly he hears the sound of 
          the cops arresting someone nearby echoing through the 
          corridors. 

                                          POLICE  (V.O.) 
                         You there! Get down, face the floor! 
                         Down! You, drop that! He's got a gun! 

          Then we hear some shooting and yelling. Gordon starts to 
          move towards the noice. He tries to stand up but he's too 
          weak. He stumbles and falls down on the ground on all fours.  

          Suddenly he notices THREE RED DOTS on the floor, moving 
          towards his hand. They come closer and move up his arm 
          towards his head. He slowly lifts his eyes from the ground 
          and looks ahead. 


          GORDON'S P.O.V 

          Predator is standing in the midst of the smoke looking at 
          Gordon.  

          Predator disengages the laser sight. Then looks behind him 
          and disappears up into the shadows as swiftly as he 
          appeared.  

          More laser sights appear, several dark figures start 
          appearing through the dense smoke. 

                                          CAPTAIN TANNENBAUM 
                         Hold your fire! It's Gordon. 


          BACK TO SCENE / COPS 

          The cops rush to help Gordon. One examines him closely. 

                                          COP 
                         This man needs help. Get him out of 
                         here. 

          Two cops lift up Gordon and help him move away. 

          The rest of the team moves ahead. One cop stays behind and 
          sweeps the area with his sight.  

          We follow the lasersight moving up towards the roof. We see 
          Predator clutching on the roof, like a spider. The 
          lasersight moves next to him. He extends his arm and feels 
          the lasersight with his palms, examining it. He makes a low 
          SNARLING SOUND as the laser dot sweeps through his hand. The 
          cop can't see all the way up because of the dense smoke. 


          PREDATOR'S P.O.V 

          The laser dot sweeps past Predator's eyes. The cop moves 
          away, following the others. 


          INT. ASYLUM - BRAVO TEAM 

          Another team of cops is moving through another corridor, 
          scanning the area. At the end of the corridor, behind the 
          corners we can see a bunch of sociopaths waiting for them, 
          guns ready. 

          The cops move through the corridor, securing rooms s they 
          go. 

          One psycho signals to the others with a gruesome smile. They 
          take out FRAGMENTATION GRENADES, bite the sockets off and 
          THROW them into the corridor at the cops. 

          The grenades bounce before the cops. 

                                          COP 
                         SHIT!! GRENADE, GRENADE!!!! 

          The cops jump behind doors to cover themselves as the 
          grenades EXPLODE, KABOOOOMMMM!!!! 

          A couple of cops get pierced with shrapnel 

          The psychos jump out from behind the corners and start 
          spraying the corridor with their automatic weapons. 

          One cop that did not manage to get behind a door gets ripped 
          by bullets. 

          A cop shoots his MP5 from behind a door, hitting a few 
          psychos that were standing in the corridor. 

          A cop jumps out from behind the door in panic, rapidly 
          firing his MP5. He gets squished with bullets, sending him 
          to the floor. 

          One of the psychos gets hit by rapid fire. 

          Another psycho jumps from behind the corner, firing his 
          weapon as flies through the air. He hits one of the cops 
          with a stream of bullets in the chest, he goes down 
          screaming. 

          The firing from the corridor has ceased. The remaining 
          psychos move in to the corridor. They step over a few 
          corpses. They spot one cop still alive, moaning on the 
          floor. A bullet has gone through his stomach. One of the 
          psychos stops next to him and looks at him. 

                                          PSYCHO  
                         Bye bye. 

          The psycho BLASTS the cop in the head, he drops dead. 


          INT. ASYLUM - TANGO TEAM - CELLAR LEVEL 

          Tango team has gotten into a FIRE FIGHT with the last bunch 
          of gangsters, which is stranded into a room in the end of 
          the corridor. The whole corridor is filled with gun smoke. 
          Dead and wounded cops lie all around. The rest are shielded 
          behind the corners as the gangsters are firing furiously 
          from the room, giving no chance for the cops to shoot back. 

          CAPTAIN CARSON is lying behind the corner, he has been badly 
          hit in the leg. He's yelling into a headset radio. 

                                          CARSON 
                         Shit shit shit! We are under fire here! 
                         Six men down! We are under heavy fire! We 
                         need more men! 

          He gets hit in the shoulder. 

                                          CARSON 
                         YAAARGG!!! We're in the cellar level!! 

          Another cop goes screaming down as he's hit in the hip. 

          Carson fires his MP5 around the corner. 

                                          CARSON 
                         Bastaards!!! 

          EAR SHATTERING blasting continues. 

          In the darkest corner there is a cell with a BIG STEEL DOOR. 
          We move through the door into the cell. 


          INT. ISOLATION CELL 

          A dark cell with no lights. There is a very small window 
          high up on the wall. A large FIGURE can barely be seen in 
          the midst of the darkness, chained to the wall. The chains 
          RATTLE. A faint beam of light hits the figure, we can see 
          its SCALY SKIN. The sound of the fire fight echoes loudly 
          into the cell. The figure lets out a loud GROWL. 


          INT. CELLAR LEVEL - FIRE FIGHT 

          The blasting goes on. From behind a corner Tannenbaum's team 
          comes running. They join in on the fight, firing furiously 
          at the gangsters in the room. 


          INT. ROOM - GANGSTERS 

          The gangsters are firing from behind the door. Bullets rain 
          in through the doorway. A wounded gangster is lying in the 
          back corner, moaning. The Badass negro is in the lead, he's 
          reloading one of his two UZIS.  

                                          GANGSTER 
                              (yelling) 
                         SHIT! We're never gonna get out of here 
                         alive! 

                                          BADASS NEGRO 
                         Oh yeah? Watch this! 

          He fastens the clip and pulls and loads. 


          EFX: SLO MO 

          He jumps sideways across the doorway, firing his TWO UZIS in 
          the air 

                                          BADASS NEGRO 
                         AAAARRRRRRRR!!!!!! 


          RESUME LIVE ACTION 


          INT. CORRIDOR - COPS 

          Two cops get hit by the Uzi bullets. They fall down in the 
          corridor, badly hurt but still alive. 

          Tannenbaum runs across the corridor, firing his two HANDGUNS 
          at the gangsters. 


          INT. ROOM - GANGSTERS 

          A gangster gets hit in his arm and leg. He screams in pain. 


          INT. CORRIDOR - COPS 

                                          CAPTAIN TANNENBAUM 
                         We gotta get our boys out of there! 

          More bullets rain on the two wounded cops. The other one 
          gets killed while the other gets more wounds in his leg. 

                                          WOUNDED COP 
                         HEELP MEEE!!!! 

          The exchange of bullets continues. 


          INT. ISOLATION CELL 

          The sound of battle can be heard in the cell. The FIGURE is 
          clearly disturbed by the sound. He SCREAMS and GROWLS. The 
          chains RATTLE as he starts pulling them.  

          One of the metal restraints starts to fail. 


          INT. CORRIDOR - COPS 

          The corridor is filled with cops. 


          PREDATOR'S P.O.V - OVERHEAD 

          Predator is looking down on the battle in the corridor. He 
          SNARLS. He turns his eyes toward the gangsters in the room. 


          INT. ROOM - GANGSTERS 

                                          GANGSTER 
                         There are too many cops!!! 

                                          BADASS NEGRO 
                         The cops can kiss my black negro ass! 

          He grabs an AK47 from the floor and SPRAYS towards the 
          police. 


          INT. CORRIDOR - COPS 


          EFX: SLO MO 

          The wounded cop gets hit more in the legs. He screams. 


          RESUME LIVE ACTION 

                                          CAPTAIN TANNENBAUM 
                         We gotta gas 'em out of there! 

          From behind the corner, the cops move a SHIELDED LAUNCHER. 
          They aim it towards the room and fire. The GAS ROCKET flies 
          through the corridor. 


          INT. ROOM - GANGSTERS 

          The rocket hits the back wall and the room starts to fill up 
          with TEARGAS. The gangsters start to cough. They start to 
          panic, they can't see anything. 


          INT. CORRIDOR - COPS 

                                          CAPTAIN TANNENBAUM 
                         MOVE MOVE MOVE!!! 

          The policemen start to crawl cautiously towards the room. 


          INT. ROOM - GANGSTERS 

          The gangsters are coughing and covering their eyes. The room 
          is completely filled with gas. 


          EFX: SLO MO 

          Suddenly a DARK SHADOW descends from the roof. A gangster 
          turns toward it with terrified eyes. Blood flies. 


          RESUME LIVE ACTION 


          INT. CORRIDOR - COPS 

          The cops are cautiously moving towards the room. The door 
          SLAMS shut. From inside we hear the sounds of men screaming 
          and guns blazing. The reaperman is there. 

                                          GANGSTERS (V.O.) 
                         SHIT! BEHIND YOU, BEHIND YOU! 
                         Gnaaaaaarrrghhhhhh!! MOVE OUT OF THE WAY! 
                         OUT OF THE WAY! NO! EAT THIIS! 

          Bullets smash through the door. The cops hit the ground.  

                                          GANGSTER (V.O.) 
                         Where are you motherfucker! Diee! YYaah! 

          Then it becomes silent. The cops rise up and move closer.  

          Suddenly Badass negro FLIES through the door, FIRING his 
          Uzis back into the room, screaming. He's all covered with 
          blood and guts. 

          The police surround him with weapons and take him into 
          custody. 


          INT. ROOM 

          Tannenbaum enters the room. He's wearing a GAS MASK. On the 
          floor in the midst of the smoke there is a sight that shocks 
          even Tannenbaum.  


          TANNENBAUM'S P.O.V 

          The gangsters have been ripped apart, their heads have been 
          severed, their guts are all over the floor. 


          BACK TO SCENE /TANNENBAUM 

                                          CAPTAIN TANNENBAUM 
                         Holy Hell! 

          Another cop emerges to the doorway. 

                                          COP 
                         What the hell has happened here? 

                                          CAPTAIN TANNENBAUM 
                         Just like in Da Nang. The enemy was all 
                         over us. Me and my ten guys were after 
                         Charlie in the jungle. I was the only one 
                         that survived. They picked 'em off one by 
                         one, ripped their heads off. The 
                         Reaperman is here. 

                                          COP 
                         I gotta get out of here. 

          The cop rushes out of the carnage filled room. A sound of 
          HURLING is heard, coming from the corridor. Tannenbaum stays 
          and looks on the floor. 


          INT. CORRIDOR 

          The cops put the wounded cops on STRETCHERS and carry them 
          away. Some cops are sitting on the floor and smoking. 


          INT. ROOM - TANNENBAUM 

          is crouched beside a corpse. He stands up and looks around. 
          He sees the VENTILATION INTAKE on the wall, it's broken from 
          outside. He walks closer. He can hear a faint sound from the 
          shaft, like something moving in there. He takes a CHAIR and 
          stands on it. 


          INT. VENTILATION SHAFT 

          Tannenbaum shines inside with a small flashlight. He notices 
          SMALL TRACES OF BLOOD leading further inside. 


          INT. ROOM - TANNENBAUM 

          Removes his bulletproof vest and climbs inside. 


          INT. VENTILATION SHAFT 

          Tannenbaum moves into the shaft, shining with flashlight. 
          The traces of blood continue. Suddenly there's A SCREAM 
          coming from ahead. Tannenbaum stops for a moment and then he 
          continues. He moves further inside.  

          He starts to hear a strange sound coming closer, fast. It 
          gets louder and louder. Something is coming toward him. He 
          lifts the flashlight and shines ahead.  

          He can see the Predator moving through the shaft with 
          amazing speed, his wristblades CLANGING against the surface 
          of the shaft. Tannenbaum drops the flashlight and starts to 
          move back in panic.  

          He grabs two HANDGUNS from his pockets and starts to shoot 
          at the predator. BLAM BLAM BLAM!!! The bullets just bounce 
          from Predator's helmet, making sparks fly. The bullets are 
          out, Predator comes closer. Tannenbaum SCREAMS. 

          The FLASHLIGHT spins on the shaft floor, in the B.G. we hear 
          Tannenbaum screaming and a SLASHING sound.  

          Then the screaming stops. The flashlight stops spinning. 


          INT. CORRIDOR 

          Some cops are walking through the dark corridor. They come 
          up a cell with its STEEL DOOR TWISTED open. One of the cops 
          walks to the doorway and looks around. 

                                          COP 
                         Jesus...What's happened here? 


          INT. ISOLATION CELL 

          He lights up a flashlight and steps inside. He shines on 
          around and sees BROKEN CHAINS on the floor. He crouches 
          besides them and examines them with his flashlight. Another 
          cop comes to the doorway. 

                                          COP 1 
                         What is this place? 

          He shines up with his flashlight. 

                                          COP2    
                         This is an islolation cell. 

                                          COP 1 
                         To Whom? 


          INT. CORRIDOR 

          The cops on the outside lift up the door. As they turn it 
          over they see a DUSTY OLD SIGN hanging on the front of the 
          door. One of the cops blows and wipes the dust of the sign. 
          It reads: KILLER CROC. His eyes widen in fear. 

                                          OLD COP 
                         Holy mother of Jesus. We gotta get out of 
                         here. 

          A younger cop walks beside him and looks at the sign. 

                                          ROOKIE COP 
                         Killer Croc, What's that? 

          The old cop turns toward him with a grave expression. He has 
          gone pale. 

                                          OLD COP 
                         Remember "carnage night of 57th street" 
                         back in 87? 

                                          ROOKIE COP 
                         No, I've only been here for a year. 

                                          OLD COP 
                         This thing killed half the police force 
                         that night. 

                                          ROOKIE COP 
                         No shit? 

                                          OLD COP 
                         Yes...Shit. 

          The rookie cop goes pale and stares into the cell silently. 

          We move up toward the roof to see KILLER CROC, a big scaly 
          monster, clutching onto the roof with arms and legs, looking 
          down on the cops, his eyes shine in the darkness. 

          He lets go of the wall and falls down on the cops 
          SHRIEKING. 

          The cops panic as they hear the HORRIFIC SHRIEK. 

          Killer Croc SLASHES the cops with his RAZOR SHARP CLAWS, the 
          cops are completely chanceless. Blood flies. 

          One of the cops tries to shoot Croc in the face, but Croc 
          grabs his weapon in the air and TWISTS it around. He RIPS 
          his arm off, the cop SCREAMS. Croc HITS him with his own arm 
          with tremendous force, sending the cop flying onto the wall, 
          dead. 

          One cop tries to run away but Croc rushes after him and 
          grabs him by his leg. Croc lifts him up with one hand and 
          starts to beat the last of the survivors with HIM.  

          The last cop tries to shoot Croc with his MP5, but he's too 
          freaked to hit anything. Bullets bounce all around Croc as 
          the cop fires maniacally, emptying the whole clip. 

                                          COP 
                         AAAAAAAAAAAAAAA!!!!!! 

          None of the bullets hit their target as Croc rushes toward 
          him, and BASHES the cop across his face with his comrade, 
          over and over and over. 

          Killer Croc stands among the corpses and lets out A HORRIBLE 
          PRIMAL YELL. 


          INT. BOILER ROOM 

          We see A HUGE OVEN, fire burning inside. Something moves 
          past it. It's Predator. He's carrying the DEAD TANNENBAUM on 
          his shoulders. 

          He smashes the corpse onto a SPEAR on the ground. A PRIMAL 
          YELL echoes in the distant. It catches Predator's 
          attention. 

          We PULL BACK to see the whole room filled with spears on the 
          ground with dead bodies on them. Predator disappears from 
          sight. 


          INT. CORRIDOR 

          The corridor is filled with cops.  

          What follows is definitely not for children: Croc comes 
          running through the corridor, making his own way out, 
          through the cops, literally. 

          The complete darkness gets interrupted by brief 
          illuminations of lightning. 

          During the flashes we can see blood flying from SEVERED 
          LIMBS, men cut in pieces. 

          Men are screaming. 

          Guns are BLAZING lighting up the corridors. 

          SHARP TEETH flash in the darkness. 

          We hear primal screaming, as several lives are ended 
          simultaneously.  

          The SLAUGHTER continues until the monster makes a huge leap 
          and disappears into a ventilation shaft. The sound of the 
          monster moving through the shaft can be heard through the 
          corridor. The remaining police officers stumble across the 
          carnage on the floor. 

                                          POLICE  
                         It's in the ventilation shaft!!! 

          They follow the sound in the corridor. The sound starts to 
          fade near the staircase. 

                                          POLICE  
                         It's going to the next floor! 


          INT. VENTILATION SHAFT 

          Killer Croc roams through the shaft. 


          INT. FIRST FLOOR 

          The sound of the monster echoes through the corridors. The 
          cops in the corridor are baffled. 


          INT. STAIRCASE 

          The cops rush up the stairs. They rush out of the staircase. 
          The sound is still fading. 

                                          POLICE  
                         Up!! Up!! UUUPP!!!! 

          They rush back to the staircase and continue upwards. 


          INT. CORRIDOR - BATMAN 

          is running through the corridor. Suddenly A LOUD CLANGING 
          NOISE is heard coming closer in the vent shaft. It passes 
          Batman with enormous velocity. Moments later another noise 
          comes the same way. This one is different. The shaft bounces 
          as something enormous moves past him. 

          Several police officers come running towards Batman. 

                                          POLICE  
                         Shit!! Where the hell did it go. 

          Batman grabs one of them. 

                                          BATMAN 
                         What the hell is going on? 

                                          POLICE  
                         It's Killer Croc!! It's loose! 

          Batman looks really grim. 


          INT. WARD 

          The vent grate FLIES open. Killer Croc crawls out from the 
          shaft, his eyes shining in the darkness. Croc looks around 
          him. Suddenly a LOW SNARL can be heard. 


          KILLER CROC'S P.O.V 

          The room is illuminated with brief flashes of lightning. 
          Predator is standing in the middle of the room, facing 
          Croc. 


          BACK TO SCENE / PREDATOR 

          The WRISTBLADES slide in to their covers, CHICK CHICK! 
          Predator lifts his hands and CRACKS HIS KNUCKLES, 
          KACRACK!!! 


          PREDATOR'S P.O.V - HEAT SEEKING VISION 

          The humongous Croc is standing by the wall, facing 
          Predator. 


          BACK TO SCENE / CROC / PREDATOR 

          Their eyes meet. We hear the distorted sound of the Joker. 

                                          PREDATOR 
                              (mechanical recording) 
                         Come on big boy. 

                                          KILLER CROC 
                              (yelling) 
                         WHAT ARE YOU??? ONE OF THE FREAKS!!! 

          Croc makes a HUGE LEAP through the air and lands on 
          Predator. A clash of titans follows. 

          Predator falls on the ground as Croc beats him. Predator 
          grabs Croc by his neck and throws him against the wall. Croc 
          lets out a horrific SCREAM and smashes him in the head with 
          tremendous force. 


          PREDATOR'S P.O.V 

          Predator is receiving punches in the head. Every time Croc 
          hits him the image gets a bit blurred. Suddenly the image 
          goes off. 


          BACK TO SCENE / PREDATOR / CROC 

          Croc hits Predator in the stomach, sending him flying to the 
          ground. Predator knocks at his helmet. 


          PREDATOR'S P.O.V 

          The image returns. Croc is coming at him, screaming. 


          BACK TO SCENE / PREDATOR / CROC 


          EFX: SLO MO 

          Predator furiously strikes at Croc, sending blood flying 
          from his jaws. 


          RESUME LIVE ACTION 

          Predator grabs Croc by his waist and SMASHES him into the 
          window, the STEEL BARS bend. 

          Croc grabs Predator and lifts him up in the air, he sends 
          him smashing onto the floor. Croc jumps at Predator on the 
          floor. Predator reacts quickly and kicks Croc in the air, 
          sending him flying across the room. 

          Predator jumps up and runs toward Croc. Predator lifts him 
          up and pushes him toward the wall with one hand, with the 
          other hand he tries to strike him in the face, but Croc 
          SLASHES him in the stomach with his sharp claws. Green blood 
          flies. Predator drops him and moves back in pain.  

          Croc screams and grabs Predator and lifts him up in the air, 
          he kneels down on one leg and SLAMS Predator sideways onto 
          his other knee. Predator screams. 

          Croc lifts him up again and smashes him at the wall. 


          PREDATOR'S P.O.V 

          The image blacks out again. 


          BACK TO SCENE / PREDATOR 

          Predator growls furiously as he shakes his helmet. Croc 
          comes running toward him and slashes him with his claws. 
          Predator manages to punch Croc in the stomach hard enough to 
          make him lose his balance and fall back. Predator knocks 
          hard on his helmet. 


          PREDATOR'S P.O.V 

          The image returns, a bit wobbly. 


          BACK TO SCENE / PREDATOR / CROC 

          Croc kicks Predator, sending him flying onto the ground. 
          Croc kicks him again in the stomach, making him rise above 
          the ground. Predator rolls aside and stands up. 


          PREDATOR'S P.O.V 

          Killer Croc stands in front of him. He's really pissed off 
          . 

                                          KILLER CROC 
                         COME ON!! GIVE ME YOUR BEST SHOT!! 

          The predator records Croc's voice and plays it back, trying 
          to configurate the correct frequency of the voice. 


          BACK TO SCENE / PREDATOR 

          Predator's wristblades CLING OUT. 


          PREDATOR'S P.O.V 

          Predator advances toward Croc really fast. Croc screams. 


          INT. CORRIDOR 

          Batman hears the spine-chilling scream in the corridor. He 
          starts to run towards it 


          EXT. WINDOW 

          The window shatters as Croc's severed head comes flying 
          through it, still screming. 

          The head flies through the air towards the cops below. 


          INT. POLICE CAR 

          A FAT COP sits in the car, listening to some rock music. 
          He's moving his mouth with the lyrics and eating a pizza. He 
          finishes a slice and goes for another as... 

          CRASSHH!! Croc's head comes through the windshield and lands 
          right in the pizza, which splashes all over the cop. 

          The fat cop SCREAMS as he looks down on the severed head, 
          right in its eyes. 


          INT. ASYLUM 

          Batman smashes a door open. The police officers come running 
          behind him. 

                                          POLICE  
                         Oh my God!! 


          BATMAN'S P.O.V 

          The ward is totally messed up, blood covers it all. In the 
          middle of the room lies Killer Croc in a pool of blood, his 
          SPINE PULLED OUT. On the other side of the there's a window 
          shattered with its steel bars twisted outside. 


          BACK TO SCENE / BATMAN 

          crouches beside the corpse of Killer Croc. 

                                          BATMAN 
                         I've seen a lot of badass stuff in my 
                         life. This beats the hell out of them 
                         all... There's something terrible going 
                         on here. 

          Batman stands up. 

                                          BATMAN 
                         We gotta seal this whole place off! 
                         No-one is allowed to get in or out. This 
                         same thing is responsible for that 
                         bloodbath in the factory. 


          INT. HELICOPTER HANGAR 

          Joker, Frankie and the warden come to the hangar. 
          Unfortunately some other have got the same idea of escaping.  

          The UH-60L BLACK HAWK transport helicopter is taking off, 
          hovering unstable in the air. It's filled with MANIACAL 
          HILLBILLIES.  

                                          HILLBILLY #1 
                         YYYYEEHHAAAA!!! We're going to 
                         Disneyland!!!! WOHHOOO!! HALLELUUJAH! 

          The helicopter waves in the air, almost hitting the walls. 

                                          JOKER 
                         Hey, Where are you going? That's my 
                         chopper! 

                                          HILLBILLY #2 
                         Glooohooooo!! Have a booze man! 

          The hillbilly throws a bottle at Joker, it shatters before 
          his feet. 

                                          HILLBILLY #1 
                         Wooooohooooooooo!!!!!! 

                                          HILLBILLY #3 
                         We're flying!! We're flying !!! 

          The chopper bounces on the ground, hovering back and forth, 
          the hillbillies have troubles getting it in the air. 

                                          JOKER 
                         They're going to destroy my chopper!! 
                         DAMNED YOUUU!!!!!!!!!!!! 

          Joker grabs a HUGE CABLE from the ground. He fights the WIND 
          coming from the rotor blades as he runs toward the chopper. 
          Once under it he jumps up and grabs the landing gear with 
          one hand, he attaches the cable to it and falls down.  

          The chopper tries to rise but is held back by the cable. 

                                          HILLBILLY #2 
                         Heyyy!!! It's broken !!!!! 

          Joker goes up to Frankie and looks at his tommygun. 

                                          JOKER 
                         Gimme that! 

          Joker grabs the tommygun and starts to fire toward the 
          hillbillies. The hillbillies get ripped by the bullets. 
          Joker is firing furiously, some bullets hit the chopper. He 
          sprays until every last one of the hillbillies are dead. 

          The pilot makes a suicide jump out of the cockpit and 
          smashes to the ground. The chopper falls back onto the 
          ground. 

          Joker gives the tommygun back to Frankie. 

                                          JOKER 
                         Oh yeah! That taught them how to fly! 

          They enter the chopper. 


          INT. WARD 

          Batman moves closer to the shattered window. The steel bars 
          are twisted, POINTING OUTSIDE. On the bars he can see tiny 
          drops of glowing green blood. Batman moves his hand forward 
          and feels the blood with his fingertips. He smells it. There 
          are more tiny drops. They're falling from ABOVE. He moves to 
          look out of the window. 


          EXT. WINDOW 

          Batman takes out a Batrope and shoots it up towards the 
          rooftop. 


          EXT. ROOFTOP 

          Predator sits down besides a large chimney. He takes a sharp 
          needle from his belt and looks at it. 

          He reaches for a wound on his leg and holds it open with his 
          fingers and is about to stick the needle in the wound when 
          the Batrope hook comes clanging onto the roof, landing near 
          the Predator. Predator notices it and reatracts the needle. 


          EXT. WINDOW - BATMAN 

          pulls the rope, tightening it. 


          EXT. ROOFTOP 

          The Batrope hook is pulled toward the edge, making it attach 
          to it. 

          Predator stands up and starts to move towards the edge. 

          Suddenly a UH-60L BLACK HAWK HELICOPTER ascends from the 
          asylum. Predator turns around. He activates the cloaking 
          device and starts to run towards the hovering chopper. 

          Batmans emerges from behind the edge. 

          Predator makes a huge leap into air and grabs hold of THE 
          LANDING GEAR. 

           


          INT. UH-60L BLACK HAWK -COCKPIT 

          Joker is piloting as Frankie sits in the co-pilot's seat. 
          The Warden is mumbling in the back, tied in a 
          straightjacket.  

          The chopper goes out of balance momentarily and a low THUMP 
          is heard as Predator grabs the landing gear. 

                                          JOKER 
                         What was that? 

                                          FRANKIE 
                         I don't know! You should know, you're the 
                         pilot! 

                                          JOKER 
                         Hey maan, this is my first time, 
                         smartass! You wanna fly this thing? You 
                         wanna fly this thing? 


          EXT. ROOFTOP  

          Batman stands up on the edge. 

          The helicopter comes fast towards him with MACHINE GUNS 
          SINGING, almost hitting Batman.  

          The helicopter flies over Batman, almost hitting him on the 
          head. Batman falls off the roof, still holding the rope. 


          EXT. BATMAN - FALLING 

          Batman falls through the air. The rope stops the fall, 
          making him CRASH in through the ward window. 


          INT. ASYLUM -BLOODY WARD 

          Batman crashes through the window and rolls through the 
          floor. He quickly stands up. 

                                          BATMAN 
                              (to cops) 
                         GET OUT!! GET OUT!!!! 

          The policemen just look puzzled. 

          The SOUND of the helicopter starts to appear.  


          EFX: SLO MO 

          Batman turns around and sees the chopper descending to the 
          window level. 


          EXT. UH-60L - COCKPIT -THROUGH THE WINDSHIELD 

          Joker is looking at Batman with a psychotical look. Their 
          eyes meet.  


          INT. ASYLUM - WARD 

          Batman starts to run. 


          INT. UH-60L 

          Joker pulls the trigger. 


          EXT. UH-60L 

          The MINIGUNS start to sing the opera of destruction. The 
          FOLDING FIN ROCKET LAUNCHERS start to spit out a deadly 
          salvo of rockets.  


          INT. WARD 

          The windows in the ward shatter, in fact the whole wall 
          starts to shatter. 

          The cops are struck with panic, they try to get away but in 
          vain. 

          Batman runs across the ward, away from the destruction, the 
          hell coming after him. 

          The cops get PULVERIZED by the stream of destruction. 
          Rockets blast the ward to pieces. 


          EXT. ASYLUM YARD 

          The full panic breaks amongst the cops. 


          EXT. UH-60L 

          The chopper turns, devastating the whole floor. 


          INT. WARD 

          Cops get shredded to pieces. 

          Batman runs fast, a wall of FIRE behind him. 


          EXT. UH-60L 

          The chopper's weapons are BLASTING. Joker can be seen 
          laughing in the cockpit. 


          INT. WARD 

          Cops get BLOWN away by the rockets. 

          The ward is blasting behind Batman, he is sent FLYING 
          through the air by the SHOCKWAVE of the explosions. 


          RESUME LIVE ACTION 


          EXT. UH-60L 

          The ward is being consumed in a FLAME BATH.  

          The chopper is turning away from the ward, still firing. 


          INT. WARD 

          Batman gets up. The chopper is turning around. Batman takes 
          A BATROPE from his belt and propels it towards the chopper. 


          EXT. BATROPE 

          The batrope flies through the air and tangles around the 
          landing gear. The chopper moves forward. 


          INT. WARD 

          Batman is pulled out through the window by the chopper. 


          EXT. BATMAN 

          He hangs by the rope and swings through the air as the 
          chopper moves away. 


          EXT. ASYLUM YARD 

          Gordon is packing his holster with his gun loading it as the 
          helicopter flies over him with Batman hanging from it. 


          EXT. UH-60L 

          The chopper flies through the air. Batman is pulling himself 
          closer to the chopper. 

          Frankie comes to the side door and points the SIDE-MOUNTED 
          MINIGUN towards Batman. He fires it with furious anger. 

          The bullets sweep past Batman. He's still reaching forward. 
          Sparks fly as bullets ricochet from Batman's armor. Batman 
          loses his grab of the rope but manages to grab the rope with 
          one hand before falling to his death. 

          Frankie is psychotically firing the minign. The bullets fly, 
          almost hitting Batman. 

          Batman is struggling to keep the hold with one hand. With 
          the other hand he reaches towards his belt. Several bullets 
          hit him, making sparks fly. His grip is slipping.  

          He manages to grab a BATROPE LAUNCHER from his belt and 
          point toward Frankie. There's no take-two in this one. 

          Batman launches the launcher. The SHARP-EDGED rope flies 
          through the air. 

           

          The rope flies towards Frankie with great velocity. 


          EFX:SLOMO 

          The rope STRIKES through Frankie. It shoots out through his 
          back still flying at great velocity and DRILLS deep in to 
          the chopper. 


          RESUME LIVE ACTION 

          Frankie starts to fall down, dead, sliding through the 
          rope. 

          Batman is hanging from the two ropes. He sees Frankie coming 
          toward him. 

                                          BATMAN 
                         HOLY SHIT!!! 

          He lets go off the launcher. Batman swings through the air, 
          hanging with one hand as Frankie's carcass slides past him 
          and disappears into the darkness. Batman reaches for the 
          other rope and lets go off the first one. He starts to haul 
          himself towards the chopper. 


          INT. CHOPPER -JOKER 

          Joker goes berserk and runs to the door. 

                                          JOKER 
                         Hahhaaa!! Frankie you bastaard! There's 
                         your payment with extra!!! Hahhaaa!!! 

          He looks out from the door and sees Batman hanging. He 
          starts to laugh psychotically as he starts to bombard Batman 
          with anything he finds. He takes some boxes and throws them 
          out then he takes some chairs and other stuff. 

                                          JOKER (CONT'D) 
                         HAHHAHHAAAHAAA!!!!!! 


          EXT. CHOPPER -BATMAN 

          Is struggling to get closer to the chopper, almost there, 
          avoiding the stuff flying at him. 


          INT. CHOPPER -JOKER 

          is frantically throwing stuff outside. When there's nothing 
          more to throw he turns towards the warden. 

                                          JOKER 
                         Huuhuuhuuhuu!!!!! 

          The warden panics as he realizes what the maniac is up to. 

                                          WARDEN 
                         NO! NO! 

                                          JOKER 
                         YES! YES! 

          Joker grabs the warden and throws him out of the door. 


          EXT. CHOPPER -BATMAN 

          almost loses his grip as the SCREAMING warden hurtles past 
          him. 


          EXT. CHOPPER -JOKER 

          comes laughing to the door. 


          JOKER'S P.O.V 

          The rope is empty. 


          BACK TO SCENE / JOKER 

                                          JOKER 
                         Heheeheeee! No more Batman!! It's 
                         OVEEEER!!!! 

          He laughs as he is suddenly lifted up from above. Joker 
          looks up. It's Batman, he's lying on the TURBINE. 

                                          BATMAN 
                         Joke's over. Time to die! 

          Batman lifts up Joker towards the rotor blades. Joker starts 
          to SCREAM! 


          JOKER'S P.O.V 

          The chopping blades are coming closer. 


          BACK TO SCENE / JOKER 

          Joker grabs a GUN from his pocket and shoots at Batman. 
          BLAM! BLAM! BLAM!! 

                                          JOKER 
                         NOOOOOOO!!!!!!! 

          The chopper gets thrown off balance and Batman rolls over, 
          dropping Joker from his grip. 

          Joker falls down, he barely manages to grab hold of the 
          doorway and pull himself inside. 


          INT. CHOPPER 

          Joker hauls himself inside, laughing a panic struck laugh. 
          He stumbles towards the controls in the cockpit when 
          suddenly...  

          A SHADOW appears behind the SIDE DOOR window. A hand STRIKES 
          through the window and opens the door from inside. The door 
          slides open. 

                                          BATMAN 
                         HELL-O Joker! 

          Batman crawls inside, his cloak darkening the whole cockpit. 
          Joker stumbles back out of the cockpit and grabs a FIRE AXE 
          from the wall. Batman comes closer. 

                                          BATMAN (CONT'D) 
                         It's over! 

                                          JOKER 
                         STOP IT! 

          He starts to SMASH Batman with the axe. 

                                          JOKER 
                         IS-THAT-ALL-YOU-CAN-SAY!!! IIT'S 
                         OOOVEER!!! 

          Batman is thrown a bit off balance from the blows. Batman 
          grabs the axe from his hands and throws it on the floor. 

          Batman PUNCHES Joker in his face, sending him towards the 
          wall. 

                                          BATMAN 
                         There's no escape for you this time. 

          Batman comes closer. Joker sees a FIRE EXTINGUISHER lying 
          under a seat. He rolls past the floor and grabs it. He 
          quickly points at Batman's face and starts to SPRAY him with 
          foam. 

                                          BATMAN 
                         AARGH!!! 

          Joker grabs the axe from the floor and CUTS Batman in the 
          stomach. Blood flies. 

                                          JOKER 
                         DIEEEEE!!! DIIEEEE!!! 

          Joker starts to smash him again, making Batman to fall back 
          towards the cockpit. Batman blocks the blows, smashes Joker 
          in the face and grabs him. he throws Joker through the air 
          into the cockpit. Joker lands on the STEERING STICK, making 
          the chopper roll to the side. 

          Batman falls toward the door. He manages to grab the door 
          opening with both hands, struggling not to fall. 

          Joker sees a FLARE GUN in the cockpit door. He grabs it and 
          points it toward Batman, hanging in the door. 

                                          JOKER 
                         GO TO HELL!!!!! 

          He SHOOTS the flare towards Batman... SHOOOSHHH!!! It hits 
          Batman in his stomach, making him lose his grip. 


          EXT. BATMAN - FALLING 

          Batman falls down, the flare burning in his stomach. He 
          quickly reaches for his belt and takes out a small TRACKING 
          DEVICE which he shoots at the chopper. 

          The device flies through the air and attaches to the side of 
          the chopper. 

          Batman is falling, the flare is burning in his stomach. He 
          extends his cloak in order to descend down. 

          Then the flare IGNITES, erupting into HUGE FLAMES covering 
          Batman entirely. 

          Batman screams in pain as the flames lick his face, 

                                          BATMAN 
                         RRAAAAAAAARRRRRRRRRRR!!!!!! 

          Batman plunges through the air as a HUGE FIREBALL. 

          He falls through the foliage, setting leaves on fire as he 
          falls and SPLASHES into a small river. Steam rises as the 
          flames are extinguished. 


          INT. UH-60L - COCKPIT - JOKER 

          Joker steps into the cockpit laughing. 

                                          JOKER 
                         It's over it's over it's over it's over. 
                         YEEHAAA 

          He sits down in the pilot's seat. He puts a cassette into 
          the radio and presses the play button. It starts to play: 
          "BORN TO BE WILD" by Steppenwolf, really loud. He sits back 
          in the seat and relaxes himself. 


          EXT. UH-60L - PREDATOR 

          is hanging cloaked on the landing gear. The music can be 
          heard outside. Predator extends his wristblades CLING! and 
          strikes at the hull of the chopper, puncturing the FUEL 
          TANK. Fuel starts to leak out. 


          INT. COCKPIT 

          The fuel warning light starts to flash.  

                                          JOKER 
                         Oh shit. 


          EXT. UH-60L 

          A smoke trail is coming out from the back of the chopper. 
          The chopper starts to descend. 


          INT. COCKPIT 

          Through the windshield we start to see AN OLD TIVOLI 
          appearing through the clouds. 

          Joker is struggling to keep the descent stable. The chopper 
          is wobbling back and forth. It starts to shake by the 
          turbulence. 

          We move towards the tivoli with great velocity. We can see 
          that the tivoli is really old and forgotten. We fly past the 
          HUGE PARIS WHEEL. The chopper is shaking hard. The noise is 
          terrible. We start to fall towards the ARCADE HALL. 

                                          JOKER 
                         YYyyyyaaaaaaaaaa!!!!!!! 


          FADE TO BLACK 

          We hear terrible RUMBLING and RAMBLING. 


          INT. OLD TIVOLI - ARCADE HALL - HELICOPTER WRECKAGE 

          The helicopter lies in the middle of smoke and debris, 
          surrounded by destroyed COIN OPS. 

          Joker appears from the smoking wreckage, coughing smoke from 
          his lungs. He's a REAL MESSUP. 

                                          JOKER 
                         HUHUUU! What a ride. 

          He kicks some debris and stuff out of the way as he starts 
          to make his way from the wreckage. Then he stops and looks 
          back at the wreckage. He notices the TRACKING DEVICE on the 
          side. He starts to laugh and moves back towards the 
          wreckage. He detaches the MINIGUN from the sidemount and 
          grabs it with him. 

                                          JOKER 
                         Buahhahhahhahhahha! Gonna kick some ass. 
                         Gonna kick me some ass! 

          He goes away with the minigun as we see SOMETHING moving 
          below the chopper, disappearing into the shadows. 


          INT. CAFƒ (GANGSTER HIDEOUT) 

          The TV is on. The gangster doc sits with his legs on the 
          table. He is drinking some booze. He's about to take another 
          sip when he feels a sudden draft in the room.  

          He turns around and sees Joker standing in the doorway with 
          the minigun. He's totally freaked out. 

                                          JOKER 
                         He's coming, hohohoho, he's coming! 

                                          GANGSTER DOC 
                         What? What's happened?... Where are the 
                         others? 

                                          JOKER 
                         I don't know, they're all dead. 

                                          GANGSTER DOC 
                         What...how? 

                                          JOKER 
                         No time to explain. The bat is coming. 

                                          GANGSTER DOC 
                         Wait a minute! What's happened to the 
                         others? 

                                          JOKER 
                         The bat killed them. 

                                          GANGSTER DOC 
                         Oh Jesus. 

                                          JOKER 
                         But I killed him. I dropped him from the 
                         chopper... 

                                          GANGSTER DOC 
                         What? What chopper? 

                                          JOKER 
                         But then I realized... He's never dead!  

                                          GANGSTER DOC 
                         What? 

          Joker drops the minigun on the floor and starts to bite his 
          nails. 

                                          JOKER 
                         You know, you know, this is just like 
                         some stupid movie, Ya know? Batman's the 
                         lead character and he can't die... Of 
                         course! That's it! We are in a movie! 
                         ...But, but that would be crazy...But I 
                         AM craazy!!! HOHOO! 

                                          GANGSTER DOC 
                         Has it never occured to you that he 
                         actually might be dead? 

                                          JOKER 
                         What? Dead? 


          EXT. RIVERBANK - STORMY NIGHT 

          A hand bursts out from the water and grabs by the 
          riverbank. 

                                          JOKER (V.O.) 
                         He's never DEAD!!! 

          Batman hauls himself to the shore. The lightning lights up 
          Batman's face... 

                                          JOKER (V.O.) 
                         He's like a goddamned demon from hell!! 

          We see that Batman's face is badly burned. He lies on the 
          ground. 

                                          JOKER (V.O.) 
                         He never dies! 

          Batman takes a small device and brings it before his mouth. 

                                          BATMAN 
                         Car... Car! 


          EXT. ARKHAM ASYLUM YARD 

          The yard is filled with dead and wounded police officers. 
          Black plastic bags lie all around. Ambulances are all around 
          the yard. Cops are still pouring in in a big row as the 
          loonies are pouring out in another. 

          The Batmobile is standing in the middle of the yard. 
          Suddenly its headlights rise up. The engine starts. Cops 
          jump out of the way as it starts to drive off by itself. 


          INT. OLD TIVOLI - CAFé 

                                          JOKER 
                         I bet he's coming here right now. 

          He walks up to the wall and picks up a SNIPER RIFLE from a 
          rifle shelf. 

                                          JOKER (CONT'D) 
                         Here! You take this. I'm giving you the 
                         honour of blowing his brains out when he 
                         comes. 

                                          GANGSTER DOC 
                         What? I'm not taking that. I'm a doctor, 
                         not a sniper, damn you. 

          Joker throws the rifle to him, he catches it. 

                                          JOKER 
                         You've been watching too much Star Trek. 
                         Now get the hell up to the roof and do 
                         what I told you! 

                                          GANGSTER DOC 
                         What's the thing with the minigun? 

          Joker looks at the minigun. 

                                          JOKER 
                         This? I don't know. 

          Joker points the minigun towards the doc and pulls the 
          trigger. The minigun runs empty. 

                                          JOKER (CONT'D) 
                         It's empty. 

          Joker tosses the minigun. The gangster doc looks like he 
          shit in his pants. 


          EXT. RIVER BANK - BATMAN 

          Batman is lying in the mud. The headlights of the Batmobile 
          starts to appear. The Batmobile comes closer and stops next 
          to Batman. 

          Batman opens the door and grabs a MEDIKIT from inside. He 
          leans on the hood and sets the medikit beside him. He pushes 
          a button on the medikit. It opens, revealing a number of 
          MEDICAL INSTRUMENTS. 

          He takes out a SMALL BOTTLE and opens it. He looks at the 
          wounds on his stomach before POURING the substance onto the 
          wounds. He grins, it hurts like hell. 

          He puts the bottle back and takes out A SYRINGE and sprays 
          the airbubbles out before his eyes. He takes a deep breath 
          and sticks the needle into his stomach. 

                                          BATMAN 
                         Yaarrrrrrr!!! 

          He puts away the syringe and takes out a LONG SHARP STICK 
          with A SMALL CLAW in the end. Slowly he sticks it in the 
          bullet wound and presses a button on the stick. He pulls it 
          out, we see A BULLET in the claw. He tosses it away. He puts 
          the stick away. 

          He takes out a NEEDLE AND A THREAD. He looks at his slash 
          wound. He puts the thread into the needle and sticks the 
          needle into the wound. He starts to sew it shut. 

          AN INHUMAN SCREAM echoes through the forest. 


          EXT. ABANDONED TIVOLI - STORMY NIGHT 

          The tivoli is abandoned and dark. The machines are filled 
          with rust and dust due to many years of lack of usage. 

          Joker stands in the middle of the rain, holding a cane. He 
          gazes into the darkness. He's waiting for someone. 


          JOKER'S P.O.V 

          In the midst of the darkness a pair of HEADLIGHTS start to 
          appear. A sound of engine grows louder. It's coming 
          closer... 


          BACK TO SCENE /JOKER 

          Joker straps a small device, similar to the electric 
          handshake prank, equipped with a LONG NEEDLE, to his palm. 


          JOKER'S P.O.V 

          The Batmobile emerges from the darkness and stops before 
          Joker. 

          The doors slide open and Batman comes out. 


          BACK TO SCENE /BATMAN /JOKER 

          Batman stands before Joker, two freaks staring at each 
          other. 

                                          BATMAN 
                         Hello. I came to talk. 

          Joker smiles at Batman. 

                                          BATMAN 
                         I did some thinking while I came here... 

          Joker smiles at him. 

                                          BATMAN 
                         about what's gonna happen between us. I 
                         know we are going to kill each other, so 
                         the question is which one of us goes 
                         first. 

          Joker smiles at him. 

                                          BATMAN (O.S.) 
                         Maybe I kill you... 


          SNIPER'S P.O.V 

          The CROSS HAIR aims at Batman's head. 

                                          BATMAN (V.O.) 
                         Maybe you kill me. 


          BACK TO SCENE /SNIPER 

          A FINGER squeezes the trigger. 

                                          BATMAN (V.O.) 
                         Maybe sooner... 


          SNIPER'S P.O.V 

          is blocked by A SHADOW 

          He lifts his eyes from the sniper scope. Predator stands 
          before him/us with wristblades high. 

          Predator STRIKES. 

                                          BATMAN (V.O.) 
                         Maybe later. 


          BACK TO SCENE /BATMAN /JOKER 

          Joker smiles at Batman. 

          Batman GRABS Joker. 

                                          BATMAN 
                         Dammit! Stop smiling at me! This is 
                         important! 

                                          JOKER 
                         What's happened to your face? 

                                          BATMAN 
                         Your twisted, sick little game ends here! 
                         Let me help you and maybe we can work 
                         this out together! 

          Joker hits Batman in the shoulder with the needle. 

                                          BATMAN 
                         YYYAARRGGH! 

          Batman drops Joker who starts to run laughing away. 

          Batman drops on the ground. He takes a CAPSULE OF ANTIDOTE 
          from his belt and pours it on the wound. 

                                          BATMAN (CONT'D) 
                         I just wanted to know that I made at 
                         least one genuine attempt to make you 
                         better, before I KIILLL YOUUU!!! 

          Joker disappears in to THE HOUSE OF HORRORS, the door slams 
          shut behind him. 

          Batman stands up and stumbles after him. 


          INT. HOUSE OF HORRORS 

          is filled with all kinds of freaks and monsters and bloody 
          corpses in a maze of corridors. The interior is really 
          PSYCHEDELIC. 

          The door slams open and Batman enters. Suddenly the sound of 
          the madman can be heard echoing through THE SPEAKERS. 

                                          JOKER (V.O.) 
                         I'm so happy you found me... 

          Batman starts to advance through the corridor. 

                                          JOKER (V.O.) 
                         You see, it doesn't matter how many I 
                         kill, because the only thing they can do 
                         about it, is lock me into the asylum and 
                         make me watch cartoons. You see, they try 
                         to rehabilitate me. HA HA HA! (snif). 
                         Have you ever thought what a big joke 
                         this whole system is? It's one, big, 
                         demented gag! You see, you kill one guy 
                         and you go to the chair, and that's it. 
                         But when you kill a hundred people, all 
                         they do to you is -listen to this-, all 
                         they do to you is, they put you in an 
                         asylum to watch cartoons! He he, Not a 
                         bad deal, if I may say so. So my motto 
                         works on here as well: "If you do 
                         something, you'd better do it properly!" 
                         Hehhehe! (snif) By the way, you know what 
                         they said back at the asylum?... They 
                         said I was actually one day away from 
                         being a normal guy. One day!  

          Suddenly A TRAP DOOR opens beneath Batman. He falls down, 
          but manages to grabs hold of the edge. 

          He looks down and sees a row of SPEARS pointing upward. He 
          pulls himself up and continues the pursuit. 

                                          JOKER (V.O.) 
                         Can you believe that? They said that I'm 
                         not responsible for my actions. They said 
                         I had one bad day, that turned me from an 
                         -ah so sane guy- into a homicidal circus 
                         freak. 


          INT. CORRIDOR - JOKER 

          is fleeing through a dark corridor, speaking into a 
          MICROPHONE. 

                                          JOKER 
                         So they are actually stating that anyone 
                         could snap in any minute, even the Pope. 
                         He he, you know, it's kinda funny when 
                         you really think about it. The Pope 
                         running around, dressed as a loon and 
                         doing crazy stuff. 


          INT. CORRIDOR - BATMAN 

          runs through a corridor filled with phony monsters and 
          skeletons. 

                                          JOKER (V.O.) 
                         Oh what the hell am I talking here? Here 
                         I am, running away and talking bullshit 
                         to a man who's dressed up as a bat. 
                         Look... I'm trying to say that all, that 
                         is needed, is one bad day to turn even 
                         the sanest guy in the world into a 
                         slumbering mumbo.  

          Suddenly a HUGE AXE swings toward Batman from above, he 
          dodges it quickly as it swings past him almost cutting him 
          in half. He gets up and continues. 


          INT. CORRIDOR - JOKER 

          is running through a corridor filled with mirrors. 

                                          JOKER 
                         You too... You had a bad day once, am I 
                         right? Me... I had a bad day. I'm not 
                         ashamed of admitting that. I don't quite 
                         remember what happened in my bad day, 
                         what the thing was that made me what I am 
                         today. I remember it had something to do 
                         with a baby-bottle heater, he he. If I'm 
                         gonna have a past, I prefer it to be 
                         multiple-choiced, hahahaa!  


          INT. CORRIDOR - BATMAN 

          runs in a corridor labeled 30's GANGSTERS. It's filled with 
          GANGSTER DUMMIES.  

          Suddenly three of the dummies start to move. They point 
          their TOMMYGUNS toward Batman.  

                                          BATMAN 
                         Oh Shit! 

          The tommyguns start FIRING. 

          Batman makes a leap through the air, as bullets fly past 
          him. As he hits the wall it BREAKS. 


          INT. BACKSTAGE 

          As Batman rises he sees A POLICE MAN strapped in a chair. 
          He's throat has been CUT OPEN. 

                                          JOKER (V.O.) 
                         And what about you. I bet something 
                         similar happened to you. Or why else 
                         would you be running around dressed up in 
                         tights? I don't think It's just for fun.  

                                          BATMAN 
                         JOOOKERRRR!!!!!! 

          Batman goes berserk. 


          INT. CORRIDOR - JOKER 

                                          JOKER 
                         Something happened to you in one normal 
                         day that made you lose your tracks, 
                         didn't it? You woke up, you brushed your 
                         teeth like any other man and then BANG! 
                         You lost it. You went cuckoo! You see... 
                         you and me, we aren't so different after 
                         all. We both have our demons, demons that 
                         never die!  


          INT. BACKSTAGE - BATMAN 

          moves through the area with anger in his eyes. 

                                          BATMAN 
                         Yoohoo! Wheeere aaare youuu? The big bad 
                         Bat is here... 

                                          JOKER (V.O.) 
                         By the way, what's the real reason behind 
                         that costume? I mean... why are you 
                         wearing that? Does it give you a sense of 
                         security or does make you swim in a false 
                         dose of self esteem? You think you are 
                         better than everybody else because you 
                         dress like a flying rodent? The sad truth 
                         is, it makes you look quite silly. 
                         Everybody thinks you're a kook.  

          Batman sees a CABLE going moving on the floor. It goes under 
          the wall. 

                                          BATMAN 
                         I seeee youuu... 


          INT. CORRIDOR - JOKER 

                                          JOKER 
                         It's different with me, I don't have to 
                         pretend that. This is what I am, I can't 
                         help it. But you, you don't have to do 
                         that...Why can't you stop pretending? 

          Suddenly TWO HANDS break through the wall behind Joker. 
          Joker turns. Batman comes through the wall and grabs Joker. 

                                          BATMAN 
                         'Cause it makes me look like a BADASS!!! 

                                          JOKER 
                         Uh oh... 

          BLAM! 


          EXT. HOUSE OF HORRORS 

          Joker flies through the window. He lands next to a STRENGTH 
          TESTING POLE.  

          He notices a HUGE WOODEN HAMMER lying beside him. He grabs 
          it and hides it under his coat. 


          JOKER'S P.O.V 

          Batman comes through the window. 

                                          BATMAN 
                         Society forgives you, I don't... 

          Batman is coming closer. 

          Joker stumbles up, holding the hammer under his coat. 

                                          JOKER 
                         No, wait Batman... I'm sorry! It was A 
                         JOKE, a goddamned Joke! Don't you get it? 
                         Hahaha! 

                                          BATMAN 
                         And by the way, there's nothing in common 
                         between us , you sick freak. I kill 
                         people only because you make me to... 

          Batman isn't listening 

                                          JOKER 
                         Wai wait... I'm sorry! 

                                          BATMAN 
                         ...You kill people because you think it's 
                         FUN! 

          Batman hasn't even the slightest idea, what's going to 
          happen, before Joker hits him in the head with the hammer, 
          BAM! 

                                          JOKER 
                         AND LOVING EVERY MOMENT OF IT!!! 

          Batman falls back from the blow and lands onto the STRENGTH 
          TESTING POLE.  

          BAM! BAM! BAM! Joker smashes him on the stomach. Every time 
          he smashes the meter bounces to the maximum. Luckily Batman 
          is wearing his armour. 

                                          JOKER 
                         I've killed more than the cancer! HELL! I 
                         AM THE CANCER!!! 

          As Joker goes in for another blow, Batman grabs the hammer 
          in the air and jerks it so it twists in Joker's hands. Joker 
          falls down at the same time Batman gets up. Now Joker is 
          lying on the pole. 

                                          BATMAN 
                         Your lunacy ends here, TONIGHT! 

          Batman takes one mighty blow to squish Joker, but Joker 
          manages to roll aside before it hits the pole, making the 
          meter bounce over its limits. It breaks away from the pole 
          and flies up in the air. It lands on Batman's head, making 
          him fall down.  

          As Batman is lying on the ground, shaking his head, Joker 
          takes out a GUN and walks up to him and points it to his 
          head. 

                                          JOKER 
                         Well well well...here we are again. That 
                         car trick you pulled last time, it really 
                         made my jaw hurt... This time you won't 
                         be so lucky. 

          He cocks the gun. 

                                          JOKER 
                              (taking a deep breath) 
                         God, How I've been waiting for this 
                         moment... 

                                          JOKER 
                         Now, without further ado... you die. 

          Suddenly a HUGE NET comes flying through the air, it hits 
          Joker, sending him toward the wall and attaches him to it. 

          Batman rolls over and looks above him. 

          Large footprints appear in the muddy ground. They come 
          closer to Batman, THUD THUD THUD! 

          The air starts to wizz with BLUE LIGHTNING BOLTS. Predator 
          decloaks in front of Batman and makes a FURIOUS GROWL. 

          Before Batman has time to react Predator lifts him up with 
          one hand and punches him in the jaw with the other, sending 
          Batman flying through the air.  

          Predator walks up to him. Batman tries to get up, but 
          Predator hits him from the left, then from the right, making 
          blood fly from his jaw. 

          Predator lifts him up again and throws him toward the wall. 
          KABRAKK! 

          Batman stands up before the wall. Predator strikes his 
          wristblade toward his face. Batman manages to dodge to the 
          side, the wristblade sticks to the wall beside him. Predator 
          starts to pull it out. 

          Batman kicks him in the stomach and hits him in the back 
          with both hands. 

          Predator pulls out the wristblade and quickly turns around, 
          hitting Batman in the face. Batman lands on the ground. 

          Predator extends his arms before Batman. 

                                          PREDATOR 
                              (mechanical recording) 
                         Die... 

          Batman crawls back on the ground, staring at Predator. 

                                          BATMAN 
                         What the hell are you? What the hell are 
                         you!!! 

          We see Joker in the net on the wall. 


          JOKER'S P.O.V 

          Joker sees Batman and Predator fade together like a single 
          entity. 

                                          JOKER 
                         Hahhahaahaahaaaa!!!! 


          BACK TO SCENE /PREDATOR /BATMAN 

          The psychotical laughter echoes throughout the darkness. 

          Predator points his shoulder gun toward Batman. Three red 
          dots appear on Batman's emblem. Batman freezes. 

          Predator lifts him up by his neck and SMASHES him through 
          the wall. 


          INT. HOUSE OF MIRRORS 

          Batman crashes in through the wall. Predator approaches 
          through the opening. Batman kicks him in head, making him 
          lose his balance momentarily. 

          Batman starts to run through the corridors of mirrors. 

          The mechanical recorded laughter of the Joker echoes through 
          the corridors. 

                                          PREDATOR (V.O.) 
                              (mechanical recording) 
                         Waahhahhahhahhahaaaaa!!! 

          Batman runs in fear, crashing his way through the mirrors. 
          We see the image of the Predator in the mirrors all around 
          him.  

          Batman strikes through a door, which shatters to pieces. 


          EXT. HOUSE OF MIRRORS 


          EFX: SLO MO 

          Batman reaches for his belt and grabs a BAT-SHAPED DEVICE. 
          He throws it in to The House Of Mirrors. It sticks to a 
          wall.  

          The device EXPLODES in a huge fireball, pieces of mirrors 
          fly through the air. Batman is thrown off by the shockwave. 


          RESUME LIVE ACTION 

          He turns to look at the burning ruins.  

          Suddenly Predator jumps through a wall, burning like a 
          fireball. 

          Batman gets up and starts to run. 

          The flames on Predator's back are extinguished. He turns 
          towards Batman. 


          PREDATOR'S P.O.V 

          Batman is running away. Suddenly the image shrinks to a 
          small line. 


          BACK TO SCENE /PREDATOR 

          Predator knocks hard on his helmet. 


          PREDATOR'S P.O.V 

          The image returns but in a COMPLETE BLUR. The helmet goes 
          wild and starts to play back all the recordings Predator has 
          made, in a complete blutter. 

                                          PREDATOR 
                              (recordings) 
                         It'soverhellojokeroneofthefreaksyoudiesho
                         w'sovercomeonbigboythey'reallarounduss... 


          BACK TO SCENE /PREDATOR 

          With a furious growl Predator grabs his helmet and throws it 
          away. We see his face is half-burned.  

          He detaches his shoulder gun and presses a button on it. It 
          modifies and Predator attaches it to his arm. Then he goes 
          after Batman. 


          EXT. MAIN AREA 

          Predator walks silently, sweeping the area with his gun. The 
          dots move past the contours of the buildings. 

          We can see Batman hanging on the wall of a building. The red 
          dots move across his cloak, his hand and his head. They move 
          away. 

          Batman starts to climb up. He crawls to the edge of the roof 
          and grabs a BATRANG. He throws the batrang past the 
          Predator. It goes through a window. Predator immediately 
          turns towards it and starts to shoot furiously in that 
          direction. 

          THE WHOLE TIVOLI GOES ON. Music starts playing. Predator 
          goes berzerk and starts to fire furiously all around. 

           

          Batman quickly stands up and throws a BATROPE toward the 
          ROLLING PARIS WHEEL on the other side. It attaches to it.  

          Batman jumps and swings through the air, kicking Predator in 
          the back, making him fall on the ground. 

          Batman gets pulled up along with the Paris wheel.  

          He grabs hold of a CART. 

          Predator rushes toward the Paris wheel and growls furiously. 
          He jumps up into a cart and starts to climb with great 
          dexterity toward Batman. 

                                          BATMAN 
                         Holy shit! 

          Batman starts to climb upwards, cart by cart. 


          BATMAN'S P.O.V 

          Predator comes closer climbing on the wheel frame. 


          BACK TO SCENE /BATMAN 

          Batman grabs a small SUPER BAT-BLOWTORCH from his belt. He 
          starts to torch a cart loose from the wheel. 

          Predator comes closer fast. 

          The attachments of the cart start to glow red. Then it 
          fails. 

          The cart falls fast toward Predator. 

          He jumps to the side and grabs another cart as the cart 
          rumbles past him and falls to the ground. 

          Predator starts to FIRE at Batman.  

          Batman climbs, the bolts exploding past him. 

          Predator starts to climb toward Batman again. 

          Batman starts to torch another cart loose. 

          Predator comes closer. 

          The cart falls past Predator who jumps in the air and grabs 
          the cart next to Batman. 

          Batman grabs some PLASTIC EXPLOSIVES from his belt and 
          throws it into the center of the wheel. 

          Predator jumps toward Batman and swings his wristblades. 
          Batman rolls over. The wristblades CLONG on the cart, almost 
          hitting Batman in the leg. Sparks fly. 

          Batman jumps into the the next cart. Predator jumps after 
          him. Batman kicks the Predator in the air, sending him back 
          to the previous cart. 

          Batman jumps off the wheel and breaks through the roof of a 
          building.  


          INT. BUILDING 

          He takes out a DETONATOR from his belt and pushes a button. 

                                          BATMAN 
                         DIE YOU FREAKER! 

          BADABOOOMM!!! 

          The center of the Paris wheel blows, making the wheel fall 
          down.  

          The wheel comes roaming through the building. Batman gets up 
          and starts running out. The wheel ROLLS over him, he falls 
          down on his stomach. On his both sides the steel wheel 
          framework devastates the building. It rolls through the 
          building.  

          It continues rolling, CRUSHING more buildings as it rolls 
          through them. The whole tivoli goes off. 

          Batman breaths hard as he lies in the rubble. He looks up at 
          the rolling wheel. 

          Suddenly Predator's WRISTBLADES strike him down. The blades 
          go on both sides of his throat, holding him to the ground. 

          Batman struggles to get out when suddenly A SWORD LIKE 
          WEAPON is thrown on the ground next to him. 

          Predator pulls away his wristblades and steps back. 

          Batman rolls over and looks up. Predator is standing in 
          front of him. He removes the cannon from his arm and puts it 
          back on his shoulder. He points the sword next to Batman. He 
          is holding a similar sword in his hand. He raises it and 
          growls. 

          Batman grabs the sword from the ground and stands up. 

          Predator strikes the sword at Batman. Batman jumps back. 
          Predator strikes again. Batman blocks the blow with his 
          sword, sparks fly as they meet.  

          Batman returns a mighty blow at Predator who strikes a hard 
          block on his sword, making Batman fall back. 

          Predator strikes a furious blow at Batman. It hits him in 
          the stomach. Blood flies. 

                                          BATMAN 
                         YAAARGHHHH!!!! 

          Predator continues striking furiously at Batman, who moves 
          back in pain, trying to block the mighty blows. 


          EXT. TIVOLI 

          Predator strikes at Batman hard. Batman gets thrown back out 
          of balance as he blocks it. He stumbles up. 

          Predator stands before him. Their eyes meet, two freaks 
          staring at each other. 

                                          PREDATOR 
                         IT'S OVER... 


          EFX: SLO MO 

          Predator lifts his sword high in the air and STRIKES. The 
          swords swings hard through the air and hits Batman, CUTTING 
          HIS HAND OFF. 

                                          BATMAN 
                         AAAAAAAAAAAAARRRRRRRRRGGGGGGHHHHHHHHH!!! 

          Immediately after Predator takes another blow, it hits 
          Batman in his leg, making a huge wound exposing the bone 
          below. Blood flies.  

                                          BATMAN (CONT'D) 
                         AAAAAAAAAAAARRRRRRRRRRGGGGGGGGHHHHHHHHHHH
                         !!! 

          Batman drops to the ground. He breathes hard.  

          He rolls over and starts to crawl towards the building on 
          the other side of the road. His blood mixes with the mud on 
          the ground. 

                                          PREDATOR 
                         IT'S OVER ...BIG BOY 

          Batman crawls on the ground. Predator walks slowly after 
          him. He extends his wristblades, CLING! 

          Batman crawls in agony. Almost there... 

          He reaches toward the doorstep. 

                                          PREDATOR 
                         HAHHAHHAHA 


          INT. BUILDING 

          Batman crawls weakly in through the doorway. Predator walks 
          behind him, toying with his prey. 

          Batman crawls further. Then he stops. 

          Predator stops behind Batman. 

          Batman turns around. He SLAMS a small BOMB on a supporting 
          pole. He looks Predator in the eyes. 

                                          BATMAN 
                         See you in hell! 

          Batman is holding a SMALL DETONATOR in his hand. Predator's 
          eyes widen. 

          Batman pushes the button...BLEEP 

          RUMBLERUMBLERUMBLE!!!! 


          EXT. BUILDING 

          The whole building COLLAPSES from the explosion. 


          EXT. ARKHAM ASYLUM - YARD 

          The whole yard is filled with police cars and vans. The 
          situation has calmed down. Cops are loading the prisoners 
          into large vans. 

          Gordon is watching the operation. In the distant we hear a 
          loud BOOM and see a FIREBALL rising in the sky. Gordon sees 
          it. 

                                          GORDON 
                         What the hell... 

          He runs to his car and takes off wheels screeching, shouting 
          through the window. 

                                          GORDON 
                         MOVE MOVE!!! 

          An army of police vehicles leave behind him. 


          EXT. OLD TIVOLI -RUINED BUILDING -STORMY NIGHT 

          The building is completely devastated. It's burning. 
          Suddenly we can see something moving in the pile of rubble. 

          The rubble moves aside and a HAND appears through it. Batman 
          crawls out of the rubble, coughing. He's really messed up. 
          He starts to pull himself out of the rubble with one hand. 
          He is grinning in agony. Smoke rises all around him. 

          He closes his eyes and takes a deep breath. It's over... 

          NO IT'S NOT! A WRISTBLADE strikes through the rubble and 
          goes through both of Batman's thighs, nailing them 
          together. 

                                          BATMAN 
                         GAAAAAAAARRRRRRRRRRRHHHHH!!!!! 

          Predator comes crawling from under the debris, he's 
          completely covered with his green blood. Batman turns his 
          head toward him. 

                                          PREDATOR 
                         BASTAARD... 

          Predator reaches for a device on his other arm and starts to 
          push some buttons on it. Red symbols appear. 

                                          PREDATOR 
                         Game over! 
          The device starts to bleep as the countdown begins. The 
          symbols start to disappear one by one and the beeping 
          thickens. 

                                          PREDATOR 
                         See you in hell! 

          The beeping gets thicker and thicker. 

          Batman realizes what's going to happen. Batman notices the 
          SWORD lying in the rubble. He desperately starts to reach 
          for it.  

          Time is running out. 

          Batman gives all he's got. He manages to grab the sword with 
          his one hand. 

                                          BATMAN 
                         YAARRRRR!!! 

          He starts SMASHING Predator in his arm. Sparks fly from the 
          device.  Green blood flies. Predator screams. Batman 
          smashes, every time the sword cuts deeper and deeper into 
          Predator's arm. 

          Sparks fly from the device, it is getting totally out of 
          control. The bleeping stops and the symbols fade. 

          Batman hits again, CUTTING off the arm, it sticks to 
          Batman's legs. Predator screams in horrible pain. 

          Predator starts to reach for Batman with his other hand, 
          spitting blood on him. He tries to grab the shoulder cannon 
          but in vain, he can't reach it. 

          He starts to slash Batman with his sharp nails. 

          Batman reaches for the shoulder cannon. Predator starts to 
          strangle him. Batman gets a grab of the shoulder cannon. 
          With superhuman strength, He starts to twist it.  

                                          BATMAN 
                         YYAARRGGHH!!! 

          Sparks fly as it twists toward Predator's head. 

                                          BATMAN 
                         It's over... 


          EFX: SLO MO 

          BLAM! Predator's head EXPLODES in a BLOODY PULP. Batman gets 
          all covered with neon-green brains and blood. 

          Predator's smoking headless carcass slams on Batman, dead. 


          RESUME LIVE ACTION 

          Batman moves the carcass off him. 

                                          BATMAN 
                         Bloody hell... 

          Batman starts to pull the arm with the wristblades out of 
          his legs. 

                                          BATMAN 
                         GNNNNNNNARRGHHHHH!! 

          The arm slides out, blood flows from his legs. He reaches 
          for a GLOWING PIECE OF METAL heated by the fire beside him. 
          He sticks it on his wounds. 

                                          BATMAN 
                         YAAAAAARRRRR!!! 

          The blood stops flowing. Then he sticks it to his cut arm. 

                                          BATMAN 
                         YYYAAAAAAAAAAAAARRRRRGHHHHHHHHHH!!!! 
                         HEEELLLLL!!! 

          He drops the piece of metal on to the ground and drops on 
          ground, filled with agony, almost fainting. He starts to 
          pull himself out from the rubble. 

          Suddenly A GUN is pressed to his head. Batman looks up, it's 
          Joker. He's REALLY freaked out. 

                                          JOKER 
                         I didn't know, which one to bet on... but 
                         I think this one's better. 

                                          BATMAN 
                         Wait... I want to show you my car... 

                                          JOKER 
                         What? Ha.. ha hahahhahhaaaaa 
                         HAAAAAHAAAAAHHHHHAAAAAAAAAAAA!!! 

          Joker drops onto the ground beside Batman. Rain pours on 
          them. 

                                          BATMAN 
                         I hope you realize... I have to take you 
                         back to the asylum. 

          Suddenly the smile on Joker's face fades away. 

                                          JOKER 
                         (snif) No... not this time, Batman... Not 
                         anymore. 

          Joker points his gun towards Batman... Then he points it to 
          his own head. 

                                          JOKER (CONT'D) 
                         It's over now... 

          CLICK! A bang-flag shoots out from the turret. Joker lowers 
          the gun on ground.  

                                          JOKER (CONT'D) 
                         Oh, I gotta do something about these 
                         guns. 

          He looks really grim. 

                                          JOKER 
                         ...What are you waiting for? Kill me... I 
                         deserve to die... 

          Batman looks at Joker for a while. Then he shakes his head. 

                                          BATMAN 
                         No. It's enough killing for one day... I 
                         don't know what that was, that bent your 
                         life that way... But who knows. Maybe 
                         it's not all lost. Maybe there is some 
                         sanity left in your head, that we could 
                         dig out. Let me help you. 

          We start to hear THE SOUND OF SIRENS in the distance, coming 
          closer.  

          Joker hears them. He sits still for a while, looking on the 
          ground. Then he looks at Batman.  

                                          JOKER 
                         You know... this reminds me of a joke. 

          He stumbles up. The smile on his face comes back.  

                                          JOKER 
                         You see... there were these three loonies 
                         in a mental asylum... They were going to 
                         have a psychiatric evaluation to see if 
                         they could be released. So like...they 
                         all went into the the doctor's office. 
                         Well, the doc looks at the first one and 
                         asks him: " what is three times three?" 
                         Th...The guy thinks for a while and then 
                         he says: "278". The doc looks away to the 
                         second guy and asks him: "what is three 
                         times three?" The second guy says: 
                         "Tuesday". Finally the doc looks at the 
                         third guy and asks him: "what is three 
                         times three?"  

          Batman stumbles up. Joker has really lost it this time. 

                                          JOKER (CONT'D) 
                         He thinks for a while and then he says: 
                         "nine" The doc says: "Great, how did you 
                         know that?" And he says heheh..."Easy...I 
                         substracted 278 from Tuesday." He he! he 
                         substracted 278 from Tuesday, Hahahaaa!!! 
                         (snif) Uhh.. forgive me... 

          Joker turns to Batman, who just stays grim. 

                                          JOKER (CONT'D) 
                         Why aren't you laughing? 

                                          BATMAN 
                         I've heard that before. 

          Joker starts to laugh again. Batman steps toward him. 

          We pull back from the tivoli as Joker's furious laughter 
          transforms into a SCREAMING. 

                                          JOKER 
                         HAHAHAHAHAAAAIIIIIIEEEEEE!!!!!! 


          EXT. TIVOLI - MOMENTS LATER 

          An army of police cars arrive at the Tivoli. Gordon steps 
          out from the lead car. The cops look at the sight of the 
          devastation. The whole tivoli is destroyed. 

                                          POLICE 
                         Holy shit...What has happened here? 

          The lights are on in the CafŽ in the otherwise dark tivoli.  

          Gordon starts to run towards the cafŽ. Other cops follow 
          him. As Gordon comes closer to the building we start to hear 
          the familiar maniacal laughter coming from inside. 


          EXT. CAFƒ 

          Gordon takes out his gun and kicks the door in. 


          INT. CAFE  - GORDON'S P.O.V 

          Joker breaks from the roof hanging upside down. He's 
          mumbling in a confused state. 

                                          JOKER 
                         He's not human, he's not human, he's not 
                         human... 

          There is a sign hanging around Joker's neck that reads 
          "HAPPY BIRTHDAY JIM" 


          BACK TO SCENE /GORDON 

          Gordon smiles. 

                                          GORDON 
                         GET THIS PIECE OF SHIT OUTTA HERE! 

          The cops start to detach Joker from the roof. 

          Gordon walks into the back room. 


          INT. BACK ROOM 

          Barbara is lying on a bed, in a drip. 

                                          GORDON 
                         Barbara!!!! 

          He runs up to her and hugs her. 

                                          BARBARA 
                         Daddy!!!! 


          EXT. TIVOLI 

          The cops take Joker away, wrapped in chains. 

          We pull back to see Batman standing on a hill, overseeing 
          the operation, his dark cloak swinging in the storm. 


          EXT. OCEAN - DAWN 

          The storm is over. The sun starts to peal from the horizon. 

          Wee see a silhouette of a helicopter emerging. It comes 
          closer. It is a CH-47 CHINOOK TRANSPORT helicopter. It flies 
          past us. We follow it to see its destination... 

          NEW ARKHAM ASYLUM, an enormous fortress surrounded by the 
          endless deep blue sea. 


          EXT. GUARD TOWER 

          A guard watches as the helicopter flies over him. 


          EXT. NEW ARKHAM ASYLUM - LANDING AREA 

          The helicopter lands. An army of cops runs up the the 
          chopper, forming a line between it and the asylum entrance. 

          The cargo bay door descends open. A bunch of armed guards 
          come out. 


          EFX: SLO MO 

          from the darkness of the helicopter emerges... 

          The Badass negro gangster, chains rattling as he walks... 

          then comes Carlos... 

          Then comes Brat... 

          Then comes the grim-looking Penguin followed by the 
          grim-looking Riddler. 

          A number of other prisoners are escorted through the alley 
          of cops. 

          When all are inside the cops lift their weapons toward the 
          helicopter entrance. 

          Two guards with ELECTRIC RODS run up to the entrance. 

          From the shadows of the helicopter emerges The Joker, 
          strapped in a straightjacket and a bizarre face mask. 

          The guards put the electric rods around him and start to 
          walk with him through the alley of armed cops. 

          The asylum doors SLAMS shut behind him. 


          INT. CAR 

          We see a car radio. 

                                          NEWSCASTER (V.O.) 
                         The world was struck today when the Wayne 
                         Foundation announced, it is going to 
                         donate 50 million dollars to the 
                         spinal-cord based paralyzation 
                         research... 

                                          BRUCE (O.S.) 
                         Can you get some music Alfred? 

                                          ALFRED (O.S.) 
                         Certainly Master Bruce. 

          Alfred's hand appears. It starts to change the channel on 
          the radio. The radio starts to play some classical music. 

          We pull back to see Alfred in the driver's seat and Bruce 
          Wayne in the back seat, staring out of the window. His face 
          is covered with a bandage. 


          BRUCE'S P.O.V                                            
          EXT. GOTHAM CITY CENTRAL PARK - SUNNY MORNING 

          The birds are singing. 


          EFX: SLO MO 

          Children are playing in the park. Families are having 
          picnics. 

          Gordon is pushing Barbara in a wheelchair. They stop to feed 
          some ducks. They are both smiling. 

                                          BRUCE (V.O.) 
                         As I watched Gordon and Barbara I 
                         realized how precious the gift of life 
                         is. No matter how hard you try, you can 
                         never never break one's will to go on. 
                         The horrors are over. the city is safe 
                         once again... God knows for how long. 


          RESUME LIVE ACTION 


          INT. BATCAVE - NIGHT 

          Alfred is walking down the stairs. We follow him to an 
          EXAMINATION TABLE. We cannot see what is on the table. He 
          grabs a scalpel and makes an incision in the thing lying on 
          the table. He removes something and puts it in a bowl. 

          Alfred walks away with the bowl. 

          We see that thing lying on the table is THE PREDATOR'S 
          BODY. 

          We follow Alfred walking across the Batcave. He comes to a 
          large VAULT DOOR and enters the access number. The door 
          opens and Alfred steps inside. 


          INT. BATMAN'S TROPHY CHAMBER 

          As we move along the wall, we see trophies from Batman's 
          previous enemies: 

          The Penguin's umbrella 

          The rod of the Riddler 

          Hatmaker's hat 

          Two Face's coin 

          Joker's phony gun 

          The Minigun 

          Finally we see an empty place on the shelf. The HELMET OF 
          THE PREDATOR is placed on the shelf. 


          EXT. NEW ARKHAM ASYLUM - NIGHT 

          The humongous asylum stands in the middle of the ocean, the 
          waves striking furiously at it. 


          INT. COUNSELORS'S OFFICE 

          We see a BIBLE lying on a table. 

                                          JOKER (V.O.) 
                         ... Jehovah preserveth the simple: I was 
                         brought low and he saved me. Return unto 
                         thy rest, O my soul; For Jehovah hath 
                         dealt bountifully with thee. For thou 
                         hast delivered my soul from death, Mine 
                         eyes from tears, And my feet from 
                         falling. I will walk before Jehovah in 
                         the land of the living. 

          We move up from the Bible to see FATHER DICAPRIO sitting in 
          the far side of the table, facing us. Opposite him we can 
          see the hair of his patient, peeling out from behind the 
          back of the seat. The hair is green. 

          Father Dicaprio is wiping tears off his eyes. 

            

                                          FATHER DICAPRIO (V.O.) 
                         That was really beautiful. 

                                          JOKER (V.O.) 
                         Thank you Father. The Bible has really 
                         helped me through this madness. 

                                          FATHER DICAPRIO (V.O.) 
                         I know my my son. You have really made 
                         great progress. I don't think you will 
                         need those restraints anymore. Let me 
                         remove them. 

          Father Dicaprio reaches over the table to unlock the cuffs. 

                                          JOKER (V.O.) 
                         Thank you Father. 

          We move back to Bible on the table. We hear a CLICK as the 
          cuffs are unlocked...Then we hear the sound of STRUGGLING. 
          We hear the sound of a man CHOKING and a silent laughter 
          which grows and grows. 

          Priests... gets 'em every time. 


          FADE TO BLACK 

          The laughter grows and grows 


          THE END? 


          FADE OUT