The Dark Knight [Script]

THE DARK KNIGHT

by

Jonathan Nolan and Christopher Nolan

story by

Christopher Nolan & David S. Goyer

*

Batman created by

Bob Kane

THE

DARK

KNIGHT

BURNING. Massive flames. A dark shape emerges- The BAT

SYMBOL. Growing. Filling the screen with BLACKNESS.

CUT

TO:

DAYLIGHT. Moving over the towers of downtown Gotham...

Closing in on an office building... On a large window...

Which SHATTERS to reveal-

INT. OFFICE, HIGH RISE — DAY

A man in a CLOWN MASK holding a SMOKING SILENCED PISTOL

ejects a shell casing. This is DOPEY. He turns to a

second man, HAPPY, also in clown mask, who steps forward

with a CABLE LAUNCHER, aims at a lower roof across the

street and FIRES a cable across. Dopey secures the line to

an I-beam line- CLAMP on- sends a KIT BAG out then steps

OUT the window. . .

EXT. HIGH-RISE — DAY

...into space. The men SLIDE across the DIZZYING DROP...

landing on the lower roof across the street.

EXT. DOWNTOWN GOTHAM — DAY

A MAN on the corner, back to us, holding a CLOWN MASK. An

SUV pulls up. The man gets in, puts on his mask. Inside

the car- two other men wearing CLOWN MASKS.

GRUMPY

Three of a kind . Let 1 s do this .

One of the Clowns looks up from loading his automatic

weapon .

CHUCKLES

That's it? Three guys?

GRUMPY

There's two on the roof. Every guy

is an extra share. Five shares is

plenty.

CHUCKLES

Six shares. Don't forget the guy

who planned the job.

GRUMPY

Yeah? He thinks he can sit it out

and still take a slice then I get

why they call him the Joker.

Grumpy cocks his weapon. Bozo pulls the car over in front

of the GOTHAM PIRST NATIONAL BANK.

EXT. ROOFTOP, BANK — CONTINUOUS

Dopey PRIES open an access panel-

HAPPY

Why do they call him the Joker?

DOPEY

I heard he wears make-up.

HAPPY

Make-up?

Dopey pulls out thick bundles of blue CAT 5 cables.

DOPEY

Yeah. To scare people. War paint.

EXT. BANK — CONTINUOUS

Grumpy, Chuckles and Bozo get out of the car and march into

the bank CARRYING ASSAULT RIFLES -

INT. BANK — DAY

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

Customers SCREAM. Chuckles CRACKS the Security Guard.

As Grumpy and Bozo round up the hostages, one of the

TELLERS presses a button mounted beneath her window- a

SILENT ALARM.

EXT. ROOFTOP — DAY

Dopey watches the alarm PING his handheld.

DOPEY

Here comes the silent alarm.

(touches a button)

And there it goes. That's funny.

It didn't diai out to 911- it was

trying to reach a private number.

Behind him. Happy RAISES his silenced HANDGUN.

HAPPY

Is it a problem?

DOPEY

No, no. I'm done here.

Happy SHOOTS . Dopey SLUMPS . Happy picks up his bag and

FORCES OPEN the roof access door...

INT. STAIRWELL, BANK — DAY

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

open the door. . .

INT. VAULT ROOM, BANK — DAY

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

INT. LOBBY, BANK — DAY

Bozo and Grumpy move down the line of hostages- Bozo hands

each Hostage OBJECTS from a bag. A GRENADE. Grumpy

follows, PULLING THE PINS.

GRUMPY

Obviously, we don't want you doing

anything with your hands other than

holding on for dear life.

BLAM. Chuckles is BLOWN OFF HIS FEET- Grumpy and Bozo DIVE

for cover- the Bank Manager steps out of his office,

SHOTGUN in hand. Hostages SCRAMBLE, CLINGING their

grenades . . .

INT. VAULT ROOM, BANK — DAY

Happy CLAMPS a DRILL to the vault- the bit SPINS- SLIDES

into the metal door- a BOLT of ELECTRICITY RIPS THROUGH THE

DRILL, THROWING HAPPY TO THE FLOOR-

INT. LOBBY, BANK — DAY

Grumpy and Bozo cower as the Bank Manager FIRES again.

GRUMPY

He's got three left?

Bozo raises TWO fingers. Grumpy squeezes off a SHOT. The

Bank Manager FIRES. FIRES again. Grumpy looks at Bozo,

who nods. Grumpy JUMPS UP.

The Bank Manager FIRES- Grumpy GRUNTS as buckshot CLIPS his

shoulder. FALLS. The Bank Manager moves in for the kill,

FUMBLING for new shells. Bozo STANDS- SHOOTS him.

Bozo picks up the shotgun. Grumpy checks his wound- it's

superficial. He struggles to his feet.

GRUMPY (CONT'D)

Where 'd you learn to count?!

Bozo's mask stares him down. Grumpy heads for the stairs

in the back. Bozo starts loading fresh shells into the

shotgun.

BANK MANAGER

You have any idea who you ' re

stealing from? You and your

friends are dead .

Bozo looks down at him. Says nothing.

INT. VAULT ROOM, BANK — DAY

Happy at the vault door, barefoot, turning the tumblers

with hands stuffed into his SNEAKERS. Grumpy walks in.

HAPPY

They wired this thing up with 5,000

volts. What kind of bank does

that?

GRUMPY

A mob bank. Guess the Joker's as

crazy as they say.

Happy shrugs. Grips the WHEEL BOLT and SPINS it.

GRUMPY {CONT'D)

Where ' s the alarm guy?

HAPPY

Boss told me when the guy was done

I should take him out. One less

share .

GRUMPY

Funny, he told me something

similar. . .

Happy FREEZES. The wheel SPINS to a STOP- the vault DOOR

CLUNKS OPEN- Happy GRABS for his weapon- SPINS to see

Grumpy SHOOT. Grumpy steps over Happy into the vault...

INT. VAULT, BANK — DAY

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

INT. LOBBY, BANK — DAY

Grumpy walks into the lobby, straining under several

DUFFELS filled with cash. He DUMPS them. Looks at Bozo.

LAUGHS .

GRUMPY

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

INT. LOBBY, BANK — DAY

Bozo walks back into the lobby with two more DUFFELS. Sets

them down on an ENORMOUS PILE. Grumpy looks at it.

GRUMPY

If this guy was so smart he would

have had us bring a bigger car.

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

GRUMPY (CONT'D)

I'm betting the Joker told you to

kill me soon as we loaded the cash.

BOZO

(shakes head)

No. I kill the bus driver.

GRUMPY

Bus driver? What bus-

Bozo steps backwards. SMASH. Hostages SCREAM as the TAIL

END OF A YELLOW SCHOOL BUS ROCKETS through the front of the

bank, SLAMMING Grumpy into the teller's window.

Bozo picks up Grumpy's weapon. Another clown OPENS the

rear door of the bus. Bozo SHOOTS him. Then loads the

bags onto the bus. The wounded Bank Manager watches him.

In the distance: SIRENS.

BANK MANAGER

Think you’re smart, huh? Well, the

guy who hired you's just do the

same to you . . .

Bozo slowly shakes his head.

BANK MANAGER (CONT'D)

Sure he will. Criminals in this

town used to believe in things...

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

BANK MANAGER (CONT'D)

Honor. Respect. What do you

believe, huh? What do you bel-

Joker slides a GRENADE into the man's mouth. A PURPLE

THREAD is knotted around the pin.

THE JOKER

I believe that what doesn’t kill

you . . .

Bozo PULLS off his MASK. The Bank Manager GASPS. In the

reflections of the glasB DEBRIS behind the Bank Manager we

see GLIMPSES of a SCARRED MOUTH and CLOWN MAKEUP. THE

JOKER.

THE JOKER (CONT'D)

...simply makes you stranger.

The Bank Manager's eyes go wide. The Joker rises, strolls

towards the bus, the purple thread attached to the grenade

pin UNRAVELLING FROM THE PURPLE LINING of his jacket as he

walks. The Joker climbs into the bus, SHUTS the rear door,

TRAPPING THE PURPLE THREAD...

EXT. SCHOOL, GOTHAM — DAY

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

INT. BANK — CONTINUOUS

As the bus pulls out, the purple thread PULLS THE PIN-

hostages scream and scurry away from the Bank Manager, who

shakes with fear as, with a FIZZ, the grenade does not

explode, but SPEWS RED SMOKE.

EXT. BANK — DAY

The School Bus pulls free of the Bank wall and pulls out

onto the street, SLIDING INTO THE LINE OF IDENTICAL BUSES

HEADING PAST THE BANK. The buses trundle past COP CARS

racing up the street... and we-

CUT TO

EXT. MOVING OVER GOTHAM — NIGHT

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

EXT. VARIOUS LOCATIONS — CONTINUOUS

A PATROLMAN looks up at the BAT-SIGNAL. Smiles. A DEALER

standing beside a car spots the signal. Steps back.

DEALER

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

BUYER

What 're you, superstitious? You

got more chance of winning the

powerball than running into him . . .

INT. MAJOR CRIMES UNIT, GOTHAM CENTRAL — NIGHT

DETECTIVE RAMIREZ, female, rookie detective, 30’s, makes

coffee, watching a news show on the television.

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

ENGEL

Mr Mayor , you were elected on a

campaign to clean up the city . . .

when are you going to start?

MAYOR

Well , Mike-

ENGEL

Like this Bo-called Batman- a lot

of people say he 's doing some good ,

ENGEL

that criminals are running

scared.., but I gay NO. What kind

of hero needs to wear a mask? You

don 't let vigilantes run around

breaki ng the law . . . where does i t

end? Yet , we hear rumors that

instead of trying to arrest him the

cops are using him to do their

dirty work.

MAYOR

I'm told our men in the Major

Crimes Unit are close to an arrest.

RAMIREZ

Hey, Wuertz- the Mayor says you're

closing in on the Batman.

WUERTZ lookB up, listless. Crumples up a paper.

WUERTZ

The investigation is ongoing.

He throws the paper at the trash. It rebounds off a board

headed 'BATMAN: SUSPECTS.' Lined with pictures: Abraham

Lincoln. Elvis. The Abominable Snowman.

EXT. ROOFTOP, MAJOR CRIMES UNIT — NIGHT

Ramirez comes out onto the roof. LIEUTENANT GORDON sits by

a SEARCHLIGHT. She hands Gordon a cup of coffee.

RAMIREZ

Ever intending to see your wife

again. Lieutenant?

GORDON

I thought you had to go look after

your mother, detective.

RAMIREZ

They checked her back into

hospital.

GORDON

I ' m sorry .

RAMIREZ

(making light)

Least there she ' s got someone round

the clock. Unlike your wife.

(looks at bat-

signal)

He hasn ’ t shown?

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

GORDON

Often doesn't. But I like

reminding everybody that he ' s out

there .

RAMIREZ

Why wouldn't he come?

GORDON

Hopefully... Because he's busy.

EXT. PARKING GARAGE — NIGHT

Two black SUV’s pull onto the top floor. A large man

emerges- the CHECHEN. A BODYGUARD points at the sky. The

Chechen peers up at the BAT-SIGNAL. Shrugs.

CHECHEN (IN RUSSIAN)

That' 8 why we bring dogs.

BODYGUARD 2 opens the back door- three enormous ROTWEILERS

emerge, GROWLING. The Chechen crouches, KISSING the dogs.

CHECHEN (IN RUSSIAN) (CONT'D)

My little princes . . .

(to bodyguards)

The Batman's invisible to you

fools . . . but my little princes . . .

they can find human meat in

complete darkness.

The Chechen moves to the second SUV, reaches in and DRAGS

out a skinny, wild-eyed JUNKIE by his hair.

JUNKIE

(babbling)

No I No get ’em off mel Off mel

The Chechen drags the Junkie towards a battered white van.

The van's REAR DOORS OPEN... two armed THUGS emerge,

carrying BARRELS... a third hovers in the dark interior.

CHECHEN (ACCENTED ENGLISH)

Lookl Look what your drugs did to

my customers 1

VOICE (O.S.)

Buyer beware ...

The figure emerges: SCARECROW. Wearing his mask.

SCARECROW

I told your man my compound would

take you places. I never said

they'd be places you wanted to go.

CHECHEN

My business is repeat customers.

SCARECROW

If you don't like what I have to

offer , buy from someone else.

SCARECROW

Assuming Batman left anyone else to

buy from.

The Chechen frowns. THE DOGS START BARKING.

BODYGUARD

(nervous)

He's here.

A BURLY thug at the periphery is suddenly SUCKED into the

darkness. In his place a shadow straightens, revealing

POINTED BAT-EARS against the glittering skyline.

CHECHEN

Come on, sonof bitch- my dogs are

hungry, pity there's only one of

you . . .

A BODYGUARD to the side DISAPPEARS with a scream, and a

SECOND BAT-SHADOW appears.

The Chechen looks taken aback. Three more BAT-SHADOWS

appear... even the dogs stop growling.

BOOM! a hole appears in the SUV next to the Chechen. The

first bat-shadow steps into the light carrying a SHOTGUN.

CHAOS as men scatter and the

The Chechen turns as he hears

rooftop erupts in GUNFIRE,

one of his men SCREAM.

CHECHEN (CONT'D)

Loose the dogsi

A ISodyguaird releases the DOGS- they RACE, SALIVATING, into

tne darkness ...

The Dogs RACE towards a Bat-Shadow- the first dog LEAPS

gets its JAWS around the Bat-Shadow's throat...

Scarecrow ducks behind the van- holes PUNCHED in the side

by shotgun blasts right behind him. He starts to climb

into the driver's seat-

The muzzle of a shotgun is pressed to the back of his head-

a bat-shadow is behind him- he SPRAYS him with FEAR TOXIN-

the bat-shadow collapses to the ground, SCREAMING. The

Cechnyan, cowering from gunfire, looks down at him.

SCARECROW

Not the real thing.

CHECHEN

How you know?

SCARECROW

We're old friends.

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

The BATMOBILE.

SCARECROW (CONT'D)

That's more like it.

The Chechen's men BLAST away at the front of the car: the

bullets SPARK off its monstrous surface harmlessly. . .

INT. BATMOBILE — CONTINUOUS

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

The shooting STOPS. The screen switches to "INTIMIDATE"

EXT. PARKING GARAGE — CONTINUOUS

The men STARE at the Batmobile for a quiet moment . . .

The Batmobile CANNONS blast cars all around the men-

BOOMi

A bat-shadow lines up his shotgun on a running bodyguard-

CLUNK- a BLACK GAUNTLET grasps the barrel and BENDS it

upwards with a HOWL of tortured steel- the bat-shadow looks

into the face of the Batman. The REAL BATMAN.

The Bat-shadow STUMBLES BACKWARDS in terror, leaving the

bent shotgun in Batman's hand. Batman OPENS his hand,

revealing a PNEUMATIC MANGLE hidden in his palm-

Batraan bears down on the dogs mauling another bat-shadow-

DRAWS his GRAPPLING GUN and SHOOTS his grapple into the

fake Batman's leg and RIPS him from the dogs, one dog

HANGING ON as Batman pulls the unconscious man away. . . the

Chechen RUNS down the ramp towards the exit...

As Batman KICKS the dog off the fake Batman- the Chechen

gets into his SUV- another dog LOCKS ITS JAWS around

Batman's forearm, RIPPING, TEARING- Batman SWINGS THE DOG

OVER HIS HEAD- SMASHES it against the ground- its jaws

OPEN...

Batman rises, an engine RACES behind him- he can't turn in

time- BLAM- he's SLAMMED sideways by the speeding van.

INT. VAN — CONTINUOUS

Scarecrow, driving, NODS at him and hits the gas... Batman

raises his hand, revealing his jointed mangle and pistons.

The mangle STRAIGHTENS and ROTATES from his palm to the

knife edge of his opened hand. . .

Batman CHOPS straight through the windshield- pulls his

hand out and CHOPS again- the mangle gets STUCK- Scarecrow

steers towards a column...

EXT. PARKING GARAGE — CONTINUOUS

Batman can't free himself- he turns a dial on his forearm

piston- EXPLOSIVE BOLTS blow, freeing his gauntlet from the

mangle- he ROLLS free of the van as it SCRAPES the column

and barrels down the circular exit ramp.

Batman rises. A phony batman lying on the ground watches

as Batman climbs up to the edge of the ten-story corkscrew

ramp and stands there, waiting for something.

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

He s about to hit the exit ramp- the van appears- his cape

POPS OPEN- he SLAMS into the roof, CRUSHING the cab.

EXT. ROOFTOP, PARKING GARAGE — MOMENTS LATER

The Chechen s men are lined up against the wall, bound with

zip-ties. So are the fake batmen. Batman DUMPS Scarecrow

next to the three ‘•Batmen", rips his mask off.

"BATMAN"

We're trying to help you I

BATMAN

I don't need help.

SCARECROW (O.S.)

Not my diagnosis.

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

BATMAN

Don’t let me find you out here

again.

Batman moves towards the Batmobile.

"BATMAN"

You need us 1 There ’ s only one of

you- it '8 war out here!

Batman gets into the Batmobile.

"BATMAN" (CONT'D)

What gives you the right? I What's

the difference between you and me?!

As the Canopy hisses shut-

BATMAN

I'm not wearing hockey pads.

The Batman" looks down at his makeshift costume as the

Batmobile ROARS past.

EXT. BANK — NIGHT

LIEUTENANT GORDON ducks the barrage of SHOUTED QUESTIONS

from press and picks his way into the lobby of the bank.

INT. LOBBY, BANK — NIGHT

FORENSIC SPECIALISTS work the room. Ramirez hands Gordon

PRINTS- indicates the surveillance cameras.

RAMIREZ

He can't resist showing us his

face.

Gordon looks at the grainy blow-up of THE JOKER’S FACE:

sweating clown makeup plastered thick around the mouth.

GORDON

Put this out, by morning we can put

a big top over central holding and

sell tickets . What 1 s he hiding

under that makeup?

Gordon approaches a FORENSIC PHOTOGRAPHER shooting Grumpy'

body. Gordon crouches to look at his clown mask. Batman

steps from the shadows. Gordon nods at Ramirez.

RAMIREZ

Give us a minute, please, people 1

The Forensic team and Ramirez leave. Gordon hands Batman

the blow-up of the Joker.

BATMAN

Him again. Who are the others?

GORDON

Another bunch of small timers .

Batman pulls a DEVICE from his belt- moves to the bundles

of cash scattered near the clown's body. The device PINGS

Batman picks up a BUNDLE. Hands it to Gordon.

BATMAN

Some of the marked bills I gave

you.

GORDON

My detectives have been making drug

buys with them for weeks . This

bank was another drop for the mob.

That makes five banks- we've found

the bulk of their dirty cash.

BATMAN

Time to move in.

Gordon waves the photo.

GORDON

What about this Joker guy?

BATMAN

One man or the entire mob? He can

wait.

GORDON

We'll have to hit all banks

simultaneously. SWAT teams,

backup .

Gordon holds up the bundle of banknotes.

GORDON (CONT'D)

When the new DA gets wind of this,

he'll want in.

BATMAN

Do you trust him?

GORDON

Be hard to keep him out.

Gordon bags the cash.

GORDON (CONT'D)

I hear he's as stubborn as you.

But Batman is already gone.

INT. WAYNE PENTHOUSE — MORNING

Alfred walks past soaring downtown views as he carries a

breakfast tray through the vast, empty penthouse. He

stops, looking at a still-made bed. Alfred sighs, turns.

EXT. RAIL YARDS — MORNING

Alfred gets out of the Rolls carrying a thermos. He walks

towards a RAILWAY BRIDGE, stops at a FREIGHT CONTAINER

sitting, lopsided, on blocks. Alfred unlocks the RUSTY

PADLOCK AND CHAIN. Steps inside.

INT. FREIGHT CONTAINER — CONTINUOUS

Alfred FUMBLES in the dark- bangs his elbow- A HISS as the

FLOOR LOWERS... Alfred sinks down into...

INT. BAT-BUNKER — CONTINUOUS

The container floor lowers on a giant PISTON. Alfred stepB

Off into a large, LOW-CEILINGED CONCRETE CHAMBER. The

Batmobile sits in the middle. Machines- 3d printers, power

tools- dot the high-tech space. At one end, Wayne sits at

a bank of monitors watching CCTV footage of the bank

robbery .

ALFRED

Be nice when Wayne Manor ' s rebuilt

and you can swap not sleeping in a

penthouse for not sleeping in a

mansion.

Alfred places a cup of coffee in front of Wayne, who is

STITCHING up a cut on his arm.

ALFRED (CONT'D)

(takes needle)

When you stitch yourself up you

make a bloody mess.

WAYNE

But I learn about my mistakes.

ALFRED

You ought to be pretty

knowledgeable by now, then.

WAYNE

My armor... I'm carrying too much

weight- I need to be faster.

ALFRED

I'm sure Mr. Fox can oblige.

(looks at wound)

Did you get mauled by a tiger?

WAYNE

A dog.

(off look)

A big dog. There were more

copycats last night, Alfred. With

guns.

ALFRED

Perhaps you could hire some of them

and take weekends off.

WAYNE .

This wasn't exactly what I had in

mind when I said I wanted to

inspire people.

ALFRED

X know. But things are improving.

Look at the new District

Attorney . . .

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

WAYNE

I am. Closely. X need to know if

he can be trusted.

Campaigning^ lefpfng — out oi\ "bt RACHEL^

ALFRED

Are you interested in his

4 Ui x n 1 n

•“»*

wi- rircle?

WAYNE

Who Rachel spends her time with is

her business.

ALFRED

Well/ I trust you're not following

me on my day off.

WAYNE

If you ever took one, I might.

Alfred bites the thread,

the SCARS criss-crossing

Examines hiB stitches.

Wayne 1 b shoulders .

ALFRED

Know your limits. Master Wayne.

WAYNE

Batman haB no limits.

ALFRED

Well, you do, sir.

WAYNE

I can’t afford to know them.

Looks

ALFRED

And what happens the day you find

out?

WAYNE

We all know how much you like to

say 'I told you so' .

ALFRED

That day. Master Wayne, even I

won't want to. Probably.

INT. COURTROOM, SUPERIOR COURT DAY

HARVEY DENT burBts into the courtroom. Assistant D.A.

RACHEL DAWES, look up, ANNOYED.

DENT

Sorry I'm late, folks.

Rachel leans in to Dent, speaking under her breath.

RACHEL

Where were you?

DENT

Worried you’d have to step up?

RACHEL

I know the briefs backwards.

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

DENT

Well, then, fair's fair: heads.

I'll take it. Tails, he's all

yours .

Dent FLIPS. Shows it to Rachel- heads.

RACHEL

You’re flipping coins to see who

leads?

DENT

My father's lucky coin. As I

recall, it got me my first date

with you.

RACHEL

I'm serious, Harvey, you don't

leave things like this to chance.

DENT

I don’t.

(sincere)

I make my own luck.

Dent looks across at the defendant- SAL MARONI.

MARONI

I thought the DA just played golf

with the Mayor, things like that.

DENT

Tee-off's 1:30. More than enough

time to put you away for life,

Sally.

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

INT. COURTROOM, SUPERIOR COURT — DAY

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

DENT

With Carmine Falcone in Arkham,

someone must ' ve stepped up to run

the so-called family.

(Rossi nods)

Is this man in the courtroom today?

(Rossi nods again)

Could you identify him for us,

please?

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

ROSSI

You win, counselor. It was me.

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

DENT

I've got a sworn statement from you

that this man, Salvatore Maroni, is

the new head of the Falcone crime

family.

ROSSI

I'm the

Maroni? He's a fall guy.

brains of the organization.

LAUGHS from the gallery. Dent turns to the JUDGE

DENT

permission to treat the witness as

hostile?

Hostile?

ROSSI

I'll show you hostile.

Rossi JUMPS UP, P° in ^* s G ™ e a ^S£ R ! the e gun S ™Ls r01 ”

D^ta^L™* the £5- ^S-esl

with a RIGHT CROSS- unloads the GUN and sets xt

front of Maroni.

DENT

Ceramic 28 caliber. Made in China.

If you want to kill a public

servant , Mr. Maroni, I recommend

you buy American.

Everyone STARES,

The Bailiffs are

open-mouthed, as Dent adjusts his tie

wrestling Rossi from the box-

DENT (CONT'D)

But , your honor , I'm not done . . .

INT. LOBBY, DENT'S OFFICE, DA’S — DAY

Rachel, excited, leads Dent through the lobby.

RACHEL

We'll never link the gun to Maroni,

so we can't charge him, but I'll

tell you one thing- the fact they

tried to kill you means we're

getting to them.

DENT

Glad you're so pleased, Rachel.

I'm fine by the way.

Rachel turns to Dent. Smooths his lapels.

RACHEL

Harvey, you're Gotham's D.A.- if

you’re not getting shot at, you're

not doing your job.

(smiles)

'Course if you said you were

rattled we could take the rest of

the day. . .

DENT

Can’t. I dragged the head of the

Major Crimes Unit down here.

RACHEL

Jim Gordon? He's a friend- try to

be nice.

INT. DENT’S OFFICE -- DAY

Gordon stands as Dent enters. The two men shake.

GORDON

Word is you've got a hell of a

right cross . Shame Sal ’ s going to

walk.

DENT

Well, good thing about the mob is

they keep giving you second

chances.

Dent picks up a bundle of bills from the heist.

DENT (CONT'D)

Lightly irradiated bills. Fancy

stuff for a city cop. Have help?

GORDON

We liaise with various agencies-

DENT

Save it, Gordon. I want to meet

him.

GORDON

Official policy is to arrest the

vigilante known as Batman on sight.

DENT

And that flood light on top of

M.C.U.?

GORDON

If you have any concerns about . . .

malfunctioning equipment ... take

them up with maintenance ,

counselor.

Dent tosses the bills back onto his desk. Annoyed

DENT

I ' ve put every known money

launderer in Gotham behind bars .

But the mob is still getting its

money out. I think you and your

"friend" have found the last game

in town and you're trying to hit

'em where it hurtBj their wallets.

Bold. You gonna count me in?

GORDON

In this town, the fewer people know

something/ the safer the operation.

DENT

Gordon/ I don't like that you've

got your own special unit, and I

don’t like that it’s full of cops I

investigated at internal affairs.

GORDON

If I didn’t work with cops you'd

investigated while you were making

your name at I. A.- I'd be working

alone. I don't get political

points for being an idealist- T

have to do the best I can with what

I have.

Dent looks at Gordon. Considering how to proceed

DENT

You want me to back warrants for

search and seizure on five banks

without telling me who we're after?

GORDON

I can give you the names of the

banks .

DENT

well, that's a start. I'll get you

your warrants . But I want your

trust.

GORDON

(rises)

You don't have to sell me. Dent.

We all know you're Gotham's white

knight.

DENT

(grins)

I hear they've got a different

nickname for me down at M.C.U..

Gordon smiles .

INT. BOARDROOM, WAYNE ENTERPRISES — DAY

LUCIUS FOX, CEO of Wayne Enterprises, and the board listen

to LAU, 40s, CEO of L.S.I. Holdings.

LAU

In China L.S.I. Holdings stands for

dynamic new growth. A joint

Chinese venture with Wayne

Enterprises will be a powerhouse.

FOX

Well, Mr.Lau, I speak for the rest

of the board, and Mr. Wayne, in

expressing our own excitement...

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

INT. HALLWAY, WAYNE ENTERPRISES — DAY

Fox shows Lau to the elevator. He's joined by, REESE, 30s,

an ambitious M and A consultant lawyer.

LAU

It's OK, Mr. Fox. Everyone knows

who really runs Wayne Enterprises.

FOX

We ' 11 be in touch as soon as our

people have wrapped up the

diligence.

The elevator doors close. Reese frowns.

REESE

Sir, I know Mr. Wayne's curious how

his trust fund gets replenished but

frankly. . . it's embarrassing.

Fox heads for hiB office, Reese in tow.

FOX

You worry about the diligence, Mr.

Reese . I'll worry about Bruce

Wayne .

REESE

It's done- the numbers are solid.

FOX

(smiles)

Do it again. Wouldn't want the

trust fund to run out, would we?

INT. BOARDROOM, WAYNE ENTERPRISES — CONTINUOUS

Wayne is standing by the window.

FOX (O.S.)

Another long night?

(Wayne smiles)

This joint venture was your idea,

and the consultants love it, but

I’m not convinced. L.S.I.'s grown

8 percent annually, like clockwork.

They must have a revenue stream

that's off the books. Maybe even

illegal.

WAYNE

OK. Cancel the deal.

FOX

( looks at Wayne )

You already knew.

WAYNE

I needed a closer look at their

books .

Fox looks at Wayne. Wry.

FOX

Anything else you can trouble me

for?

WAYNE

I need a new suit.

FOX

{looks him over)

Three buttons is a little nineties.

WAYNE

I'm not talking about fashion,

Mr. Fox, so much as function.

Wayne pulls some diagrams. Fox looks them over.

FOX

You want to be able to turn your

head?

WAYNE

Sure make backing out of the

driveway easier.

FOX

I'll see what I can do.

INT. RESTAURANT — NIGHT

Rachel and Dent at a table. Dent looks a little

intimidated by the surroundings.

DENT

It took three weeks to get a

reservation and I had to tell them

I worked for the government.

RACHEL

Really?

DENT

This city health inspector's not

afraid to pull strings.

Rachel smiles. Then, over Dent’s shoulder, she sees Wayne

enter, accompanied by a beautiful woman.

What?

DENT (CONT’D)

WAYNE

Rachel 1 Fancy that .

RACHEL

Yes , Bruce. Fancy that.

WAYNE

Rachel/ Natascha. Natascha,

Rachel .

NATASCHA

(Russian accent)

Hello.

DENT

The famous Bruce Wayne . Rachel ' s

told me everything about you.

WAYNE

I certainly hope not.

RACHEL

Bruce, this is Harvey Dent.

WAYNE

Let ' s put a couple tables together .

DENT

I don't know if they'll let ub-

WAYNE

They should l I own the place.

RACHEL

For how long? About three weeks?

WAYNE

How'd you know?

RACHEL

Natascha, aren't you...?

WAYNE

Prima ballerina for the Moscow

Ballet.

RACHEL

Harvey's taking me next week.

WAYNE

You're into ballet, Harvey?

RACHEL

No. He knows I am.

An extra table arrives.

INT. SAME — LATER

They finish up dinner.

NATASCHA

No, come on- how could you want to

raise children in a city like this?

WAYNE

I was raised here . I turned out

OK.

DENT

Is Wayne Manor in the city limits?

Rachel gives Dent a withering look.

WAYNE

The Palisades? Sure. You know, as

our new D.A. you might want to

figure out where your jurisdiction

ends.

NATASCHA

I'm talking about the kind of city

that idolizes a masked vigilante . . .

DENT

Gotham’s proud of an ordinary man

standing up for what ' s right .

NATASCHA

Gotham needs heroes like you-

elected officials, not a man who

thinks he's above the law.

WAYNE

Exactly. Who appointed the Batman?

DENT

We did. All of us who stood by and

let scum take control of our city.

Wayne watches Dent. Sees his passion.

NATASCHA

But this is a democracy, Harvey.

DENT

When their enemies were at the

gate, the Romans would suspend

democracy and appoint one man to

protect the city. It wasn’t

considered an honor. It was

considered public service.

RACHEL

And the last man they asked to

protect the republic was named

Caesar. He never gave up that

power .

DENT

Well, I guess you either die a hero

or you live long enough to see

yourself become the villain. Look,

whoever the Batman is, he doesn’t

want to spend the rest of his life

doing thiB. How could he? Batman's

looking for someone to take up his

mantle.

NATASCHA

Someone like you, Mr. Dent?

DENT

Maybe. If I'm up to it.

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

NATASCHA

But what if Harvey Dent is the

caped crusader?

DENT

If I were sneaking out every night

someone would've noticed by now.

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

Awkward .

WAYNE

well, you've sold me, Dent. I m

gonna throw you a fundraiser.

DENT

That's nice of you, Bruce, but I'm

not up for reelection for three

years. That stuff won't start for-

WAYNE

I don't think you understand. One

fundraiser with my pals, you'll

never need another cent.

EXT. BACK ALLEY, HOTEL, DOWNTOWN — DAY

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

INT. KITCHEN, HOTEL — DAY

The Chechen walks through a METAL DETECTOR manned by two

CHINESE. A lean, African-American man, 50 's, is bexng

wanded. This is GAMBOL. He nods at the Chechen, wary.

INT. CONFERENCE ROOM, HOTEL — CONTINUOUS

Gotham's most notorious GANGSTERS.

BURLY CHINESE enter, carrying a TV.

the end of the table.

A door opens, and two

They set it down on

CRIME BOSS

The hell is this...?

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

LAU (ON T.V.)

Gentlemen, please. As you're all

aware , one of our deposits was

stolen. A relatively small amount:

68 million.

CHECHEN

Who's stupid enough steal from us?

LAU

I'm told the man who arranged the

heist calls himself Joker.

CHECHEN

Who the hell is that?

MARONI

Two-bit whack-job wears a cheap

purple suit and make-up. He's not

the problem- he's a nobody.

(looks at Lau)

The problem is our money being

tracked by the cops.

Murmurs of surprise.

LAU

Thanks to Mr.Maroni 'a well-placed

sources we know that police have

indeed identified our banks using

marked bills and are planning to

seize your funds today-

Everyone starts SHOUTING at once.

EXT. VARIOUS DOWNTOWN BANKS — CONTINUOUS

Gordon sits in a SWAT van outBide a bank. Stephens is

outside another. Ramirez a third...

SWAT teams CHECK WEAPONS and prepare move . . .

INT. SOCIAL CLUB, DOWNTOWN — CONTINUOUS

Lau waits for the noise to subside.

CHECHEN

You promised safe, clean money

launder -

LAU

With the investigation ongoing,

none of you can risk hanging on to

your own proceeds . And since the

enthusiastic new D.A. has put all

my competitors out of business, I'm

your only option.

MARONI

So what are you proposing?

LAU

Moving all deposits to one secure

location. Not a bank.

GAMBOL

Where, then?

LAU

Obviously, no one can know but me.

If the police were to gain leverage

over one of you everyone ' s money

would be at Btake.

CHECHEN

What stops them getting to you?

LAU

As the money is moved I go to Hong

Kong. Far from Dent's

jurisdiction. And the Chinese will

not extradite one of their own.

From the back of the room comes LAUGHTER. It grows and

grows, until it fills the room. All eyes turn:

The Joker. Sweaty clown makeup obscuring the AWFUL SCARS

which widen his mouth into a PERMANENT, GHOULISH SMILE.

THE JOKER

I thought I told bad jokes.

GAMBOL

Give me one reason I shouldn't have

my boy here pull your head off.

The Joker pulls out a freshly sharpened pencil.

THE JOKER

How about a magic trick?

The Joker SLAMS the pencil into the table, leaving it

UPRIGHT .

THE JOKER (CONT’D)

I'll make this pencil disappear.

Gambol nods. His BODYGUARD MOVES at the Joker- who

SIDESTEPS- GRIPS his head- SLAMS it, FACE DOWN, onto the

table . . .

The Bodyguard goes LIMP and slides off of the table. The

PENCIL is gone. MAGIC. The Joker BOWS. Grins at Gambol.

THE JOKER (CONT’D)

And by the way, the suit wasn’t

cheap. You should know. You

bought it.

Gambol STANDS, furious. The Chechen stops him.

CHECHEN

Sit. I wanna hear proposition.

The Joker nods his thanks. Rises.

THE JOKER

A year ago these cops and lawyers

wouldn’t dare cross any of you.

What happened? Did your balls drop

off? See, a guy like me-

GAMBOL

A freak.

Laughs . Which the Joker tries to ignore .

THE JOKER

A guy like me . . . I know why you ' re

holding your little group therapy

session in broad daylight. I know

why you’re afraid to go out at

night. Batman. He's shown Gotham

your true colors. And Dent’s just

the beginning.

(indicates Lau)

And as for his so-called plan-

Batman has no jurisdiction. He'll

find him and make him squeal.

(smiles at Lau)

I can tell the squealers every

time.

CHECHEN

What you propose?

THE JOKER

It’s simple. Kill the Batman.

Jeers. Laughter.

MARONI

If it’s so easy why haven’t you

done it already?

THE JOKER

Like my mother used to tell me- if

you're good at something, never do

it for free.

CHECHEN

How much you want?

THE JOKER

Half.

Laughter. The Joker shrugs. Rises.

THE JOKER (CONT’D)

You don't deal with this now, soon

Gambol won't even be able to get a

nickel for his grandma-

GAMBOL

Enough from the clown.

Gambol gets up, MOVING at the Joker, who casually opens his

coat, revealing EXPLOSIVES wired to his chest. Gambol

stops .

THE JOKER

Let's not blow this out of all

proportion .

Gambol stares at the Joker. Hard.

GAMBOL

You think you can steal from us and

just walk away? I'm putting the

word out- 5 hundred grand for this

clown dead. A million alive, so I

get to teach him some manners,

first.

The Joker shrugs. Turns to the assembled.

THE JOKER

Let me know when you change your

minds .

The Joker strolls out. Maroni turns to Lau.

MARONI

How soon can you move the money?

EXT. VARIOUS BANKS DOWNTOWN

CONTINUOUS

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

various banks.

LAU (O.S.)

I already have. . .

EXT. UNDERPASS, GOTHAM — CONTINUOUS

A CHINESE MAN finishes loading a TRACTOR TRAILER with cash

boxes. The truck pulls out into a CONVOY.

INT. BANK VAULT — CONTINUOUS

Gordon stands in an almost empty bank vault. Furious.

LAC7 (O.S.)

For obvious reasons I couldn 't wait

for your permission . . .

INT. SOCIAL CLUB, DOWNTOWN — CONTINUOUS

The shot of Lau on the TV widens . . .

LAU

Rest assured, your money is safe.

He is already on his private jet.

IN THE SKY: THE BAT SIGNAL.

EXT. ROOF, POLICE STATION — NIGHT

Batman emerges from the shadows . The man next to the

glowing spotlight turns s DENT .

DENT

You're a hard man to reach.

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

DENT (CONT'D)

Lau ' s halfway to Hong Kong- if

you'd asked, I could have taken his

passport- I told you to keep me in

the loop.

GORDON

Yeah? All that was left in the

vaults were the marked bills- they

knew we were coming 1 As soon as

your office got involved, there's a

leak-

DENT

My office? 1 You're sitting down

here with Bcum like Wuertz and

Ramirez. . .

(off look)

Oh, yeah, Gordon- I almost had your

rookie cold on a racketeering beef.

GORDON

Don't try to cloud the fact that

clearly Maroni's got people in your

office. Dent.

Dent turns to Batman.

DENT

We need Lau back, but the Chinese

won ' t extradite a national under

any circumstances.

BATMAN

If I get him to you, can you get

him to talk?

DENT

I’ll get him to sing.

GORDON

We're going after the mob's life

savings. Things will get ugly.

DENT

I knew the risks when I took this

job, lieutenant. Same as you.

(turns to Batman)

How will you get him back, anyway?

Batman is gone. Dent looks around, startled,

smirks .

GORDON

He does that.

Gordon

INT. FOX’S OFFICE , WAYNE INDUSTRIES — DAY

Fox gets up from behind his desk.

FOX

Our Chinese friend left town before

I could tell him the deal is off.

WAYNE

I'm sure you’ve always wanted to go

to Hong Kong.

Fox opens the door to a private elevator.

INT. PRIVATE ELEVATOR — CONTINUOUS

Fox turns a key.

FOX

What's wrong with a phone call?

WAYNE

I think Mr.Lau deserves a more

personal touch.

INT. APPLIED SCIENCES DIVISION — CONTINUOUS

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

FOX

For high altitude jumps, you need

oxygen and stabilizers. I must

say- compared to your usual

requests, jumping out of an

airplane is pretty straightforward.

Lucius stops at a cabinet, pulls open a drawer and hauls

out an oxygen tank and ribbed rubber hosing.

WAYNE

How about getting back into the

plane?

FOX

I can recommend a good travel

agent .

WAYNE

Without it landing.

FOX

That's more like it, Mr. Wayne.

He shuts the drawer. Moves off, thinking.

FOX (CONT'D)

I don't think I have anything here.

The CIA had a program in the 1 60s

for getting their people out of hot

spots. Called Sky Hook. Now-

Fox opens a cabinet to reveal COMPONENTS OF A NEW BAT-SUIT.

ARMORED PLATING secured to mesh. Wayne lifts an arm.

FOX (CONT'D)

Hardened kevlar plates on a

titanium-dipped fiber tri-weave for

flexibility. . .

Wayne examines DOUBLE BLADE SCALLOPS on the gauntlet...

FOX (CONT'D)

You'll be lighter, faster, more

agile. . .

Wayne flinches as the BLADES FIRE, SPINNING LIKE THROWING

STARS, NARROWLY MISSING his ear, embedding themselves in a

filing cabinet. Fox looks at him.

FOX (CONT'D)

Perhaps you should read the

instructions, first.

WAYNE

Sorry.

Fox picks up the chest, demonstrating its flexibility.

FOX

Now, there's a trade-off... the

spread of the plates gives you weak

spots. You'll be more vulnerable

to gunfire and knives.

WAYNE

We wouldn’t want things getting too

easy, would we?

(picks up suit)

How will it hold up against dogs?

Fox looks at him quizzically.

FOX

You talking chihuahuas or

rotweilers?

(Wayne smiles)

It should do fine against cats.

I NT. BAT-BUNKER — DAY

Wayne examines a parachute harness. Alfred unfolds a

diagram of a NAVY CARGO PLANE with a giant "V" mounted on

the front.

ALFRED

I found one. In Arizona. Very

nice man says it will take him a

week to get it running. And he

takes cash. What about a flight

crew?

WAYNE

South Korean smugglers. They run

flights into Pyongyang, below radar

the whole way. Did you think of an

alibi?

Alfred looks quite pleased with himself.

ALFRED

Oh , yes .

EXT. BALLET — NIGHT

Rachel and Dent arrive to find the box office SHUTTERED. A

sign : 1 PERFORMANCE CANCELED.' A newspaper story is taped to

the glass. Over a picture of BRUCE WAYNE ON A YACHT:

LOVE BOAT - Billionaire absconds with entire Moscow ballet .

EXT. DECK, WAYNE’S YACHT, THE CARIBBEAN — DAY

Alfred, picks his way over twelve SUNBATHING BALLERINAS.

Wayne looks up from a newspaper. Alfred points to a SEA-

PLANE gently touching down across the bay.

ALFRED

I believe your plane is here.

WAYNE

You look tired, Alfred. Will you

be all right without me?

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

ALFRED

If you can tell me the Russian for

'apply your own bloody suntan

lotion . 1

Wayne tosses a large, waterproof kit bag into the water and

JUMPS in after it. Begins swimming over to the sea-plane.

INT. POOL HALL — NIGHT

Gambol racks up. A bodyguard steps into the room.

BODYGUARD

Somebody here for you.

Gambol looks to the back- three rough customers are

waiting.

BODYGUARD (CONT'D)

They say they've killed the Joker.

They've come for the reward.

GAMBOL

They bring proof?

BODYGUARD

They say they’ve brought the body.

The bodyguards FLOP a BODY wrapped in garbage bags onto the

table. The BOUNTY HUNTERS wait in the corner. Gambol

pulls back one of the garbage bags, revealing the Joker's

bloodied face. Gambol spits. Turns to face the bounty

hunters .

GAMBOL

So. Dead you get five hundred-

Behind Gambol, the Joker SITS UP- THRUSTS knives into the

bodyguards’ chests. Gambol spins to see a crazy grin on

the Joker's spit-dribbled face-

THE JOKER

How about alive?

The Joker gets a switchblade in Gambol's mouth- SHARP METAL

PULLING THE CHEEK TAUT. The Bounty Hunters subdue the

remaining bodyguards.

THE JOKER (CONT'D)

Wanna know how I got these scars?

My father was a drinker and a

fiend. He'd beat mommy right in

front of me. One night he goes off

crazier than usual, mommy gets the

kitchen knife to defend herself.

He doesn't like that. Not. One.

Bit.

The Joker TUGS Gambols cheek with the blade.

THE JOKER (CONT'D)

So, me watching, he takes the knife

to her, laughing while he does it.

Turns to me and says 'why so

serious ? 1 Comes at me with the

knife- 'why so serious?' StickB

the blade in my mouth- 'Let’s put a

smile on that face 1 and...

The Joker looks up at the ASHEN FACES of the remaining Body

Guards . Smiles .

THE JOKER (CONT'D)

Why so serious?

The Joker FLICKS his wrist- the Body Guards flinch as

Gambol goes down. The Joker turns to them.

THE JOKER (CONT'D)

Now, our organization is small, but

we've got a lot of potential for

aggressive expansion... so which of

you fine gentlemen would like to

join our team?

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

THE JOKER (CONT'D)

Only one slot open right now- so

we're going to have try-outs.

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

THE JOKER (CONT’D)

Make it fast.

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

EXT. PENINSULA HOTEL, HONG KONG — DAY

A HELICOPTER touches down on one of the hotel's twin

helipads. Two L.S.I. VPs approach, heads ducked. Fox gets

ou- t- they shake hands, shouting over the engine-

VP

Welcome to Hong Kong, Mr. Fox!

Mr.Lau regrets he is unable to meet

you in person. But with his

current legal difficulties...!

FOX

I understand!

INT. LOBBY, L.S.I. HOLDINGS — DAY

The VPs usher Fox towards security.

VP

I'm afraid for security reasons I

have to ask for your mobile phone.

Lucius hands his phone to a SECURITY GUARD, who puts the

phone in a box underneath his station.

INT. L . S . I . HOLDINGS — DAY

Fox and Lau eat lunch in a dining room overlooking the

city.

LAU

I must apologize for leaving Gotham

in the middle of our negotiations.

This misunderstanding with the

Gotham police force... I couldn't

let such a thing threaten my

company. A businessman of your

stature will understand. But with

you here... we can continue.

FOX

Well, it was good of you to bring

me out here in such style, Mr.Lau.

But I 've actually come. . .

A CELL PHONE rings. Fox pulls out a second, identical,

phone. Fox presses the off switch and places the phone by

hiB plate.

LAU

We do not allow cell phones in-

FOX

Sorry . Forgot I had it . So , I've

come to explain why we're going to

have to put our deal on hold . . .

Lau stares at Fox. Clearly furious. Fox smiles

FOX (CONT'D)

We can ' t afford to be seen to do

business with... well, whatever it

is you're accused of being. A

businessman of your stature will

understand.

Lau gets up. Silent. Fox retrieves his phone.

LAU

(cold)

I think, Mr. Fox, that a simple

phone call might have sufficed.

FOX

Well, I do love Chinese food. And

Mr. Wayne didn't want you to think

we’d been deliberately wasting your

time.

LAU

Just accidentally wasting it.

FOX

(laughs)

That's very good- "accidentally”.

Very good. I'll be sure and tell

Mr. Wayne that he was wrong about

you not having a sense of humor.

Stands .

INT. LOBBY, L . S . I . HOLDINGS — DAY

Lucius walks back through security. Nods at the VP, who

bows, offering Lucius his cell phone. Lucius shakes his

head, holds up the IDENTICAL PHONE. The VP smiles, nods,

puts the phone back into the tray with several others.

INT. HOLD, C-130 CARGO HAULER DAWN

Two SMUGGLERS steal glances at Wayne, crouched at the rear

m balaclava and flight suit. The COPILOT signals Wayne,

who pulls on his oxygen mask and stands up. The rear of

the plane OPENS. Wayne Bteps to the edge, then JUMPS.

EXT. SKIES ABOVE HONG KONG — DAWN

Moving across the water towards Hong Kong harbor...

A tiny figure DROPS into frame, PLUMMETING towards the

water- SPEEDING past the highest floors of skyscrapers,

seconds from impact. Wayne PULLS the chute- DROPS into the

water. . .

EXT. BENEATH FREEWAY, HONG KONG HARBOR — DAY

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

EXT. CENTRAL ESCALATORS — DAY

Wayne stops halfway up the crowded commuter escalator. He

takes a camera and lines up a shot like any tourist.

FOX (O.S.)

There's a better view from the peak

tram.

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

WAYNE

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

FOX

Restricted. Lau's holed up in

there good and tight . Here . . .

Fox shows Wayne the phone. The display: a 3-d map of Lau's

office suite. Wayne takes the phone, impressed.

WAYNE

What's this?

FOX

I had R and D work it up- it sends

out high frequencies and records

the response time to map an

environment .

WAYNE

(smiles)

Sonar. Just like a b-

FOX

Submarine. Like a submarine.

WAYNE

And the other device?

FOX

In place.

Wayne nods, moves away.

FOX ( CONT 1 D)

Mr .Wayne?

(Wayne turns)

Good luck.

EXT. HONG KONG — NIGHT

Moving towards the tallest building in the glittering

skyline to find Wayne, crouched on the roof. The blades of

his gauntletB CLICK into place. He dons the helmet-like

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

He stands- pulls two black boxes from his belt, CLICKS them

together and UNFOLDS them into a RIFLE-LIKE DEVICE. Batman

SCOPES a second, lower building. Adjust a setting and

FIRES- four times...

Four small STICKY BOMBS SLAP onto the glass of the lower

building . They have visible timers which are COUNTING

DOWN.

INT. LOBBY, L.S. I. HOLDINGS — NIGHT

Lucius' cell phone GLOWS in the box under the Security

Guard's desk. CHARACTERS race across the screen.

Then the monitor FLICKERS off, the lights DIM and all of

the security doors in the front of the building OPEN at

once.

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

EXT. ROOFTOP OVERLOOKING L.S. I. HOLDINGS

Batman LAUNCHES into the glittering night, DROPPING from

the tall tower... his pack BURSTS OPEN, becoming his BAT

WlNGS-he GLIDES down to the lower building, STREAKING

around it, BANKING HARD to line up with a window in the

rear. . .

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

Lau is talking on the phone, staring at a profit projection

on a flat screen monitor. Suddenly the room goes dark.

EXT. L.S. I. HOLDINGS — CONTINUOUS

As Batman HURTLES towards the glass he COLLAPSES his wings,

WRAPPING his cape around himself and CANNONBALLING THROUGH

THE GLASS-

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

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

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

Lau pulls out a HANDGUN.

INT. HALLWAY, L . S . I . HOLDINGS — NIGHT

Lau steps into the hallway. His BODYGUARDS are waiting for

him, carrying FLASHLIGHTS.

LAU (IN CHINESE)

Where the hell are the cops?

BODYGUARD (IN CHINESE)

Coming .

LAU (IN CHINESE)

What the hell am I paying them for?

They head for the stairwell.

EXT. L . S . I . HOLDINGS — NIGHT

A small ARMY of Hong Kong police lead by a HONG KONG

DETECTIVE descends on the building.

INT. MEZZANINE LEVEL, L . S . I . HOLDINGS — NIGHT

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

Across the room, something makes a CRASHING SOUND. Lau's

men fan out, trying to cover the room with their

flashlights .

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

Someone SCREAMS.

Lau FIRES. Then FIRES again. The muzzle flash from his

weapon STROBES the room.

EXT. L.S. I. HOLDINGS, HONG KONG — NIGHT

Cops SWARM into the building. A LOBBY SECURITY GUARD

directs the Hong Kong Detective where to go...

INT. OFFICE, L.S. I. HOLDINGS — NIGHT

Lau LOCKS the door. RELOADS. The door is KICKED open.

Lau FIRES. No one is there.

Lau stares, finger restless on the trigger. From his

right- a NOISE. He turns and FIRES.

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

demon.

Lau FIRES, and FIRES again as Batman TACKLES him. Batman

pulls out a SMALL PACK- STRAPS it onto Lau-

The COUNTER on the sticky bombs hits 0-

The Hong Kong Detective and the Cops BURST into the room-

the WALL AND CEILING BEHIND BATMAN AND LAU EXPLODES-

revealing the dawn sky above Hong Kong.

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

Batman JERKS the RIPCORD on Lau's pack. Cops cower as a

WEATHER BALLOON EXPLODES out of the pack, unreeling high-

test nylon. The Cops cock their weapons.

Lau looks up. Bemused. The weather balloon is two hundred

feet up, swaying gently. The RUMBLE BUILDS...

Suddenly, a MASSIVE C-130 ROARS over. The large V on the

front of the plane SNAGS the line- Lau and BATMAN are

YANKED THROUGH THE HOLE IN THE CEILING-

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

The Detective looks up. Batman and Lau are gone.

INT. GORDON’S OFFICE, MCU, GOTHAM CENTRAL DAY

Gordon is looking through case files. Ramirez walks in.

RAMIREZ

You're gonna want to see this.

EXT. MCU — DAY

Gordon follows Ramirez through a CROWD of excited cops. On

the ground, trussed like a chicken- Lau. A sign taped to

his chest: 'Please deliver to Lieutenant Gordon.'

INT. INTERROGATION ROOM, MCU, GOTHAM CENTRAL — DAY

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

in.

RACHEL

Give us the money and we'll deal.

LAU

The money is the only reason I'm

still alive.

Rachel leans forward, speaking softly. Clearly.

RACHEL

You mean when they hear that you've

helped us they're going to kill

you?

EVANS

Are you threatening my client?

RACHEL

No, I'm just assuming your client's

cooperation with this

investigation. As will everyone.

(moves to the door)

Enjoy your stay in County, Mr. Lau.

LAU

Wait.

(Rachel stops)

I won't give you the money, but

I ’ 11 give you my clients . All of

them.

RACHEL

You were a glorified accountant-

what could you have on all of them

that we could charge?

LAU

I’m good with calculation- I

handled all their investments. One

big pot.

INT. OBSERVATION ROOM, MCU, GOTHAM CENTRAL — DAY

Dent hitB a buzzer. Turns to Gordon.

DENT

I've got it. RICO. If their money

was pooled we can charge all of

them as one criminal conspiracy.

GORDON

Charge them with what?

Rachel enters.

DENT

In a RICO case if we can charge any

■ of the conspirators with a felony-

RACHEL

We can charge all of them with it.

Dent nods at Rachel, excited.

INT. INTERROGATION ROOM, MCU, GOTHAM CENTRAL — DAY

Rachel comes back in.

RACHEL

Mr.Lau, do you have details of this

communal fund? Ledgers ,

notebooks . . . ?

LAU

( smiles )

Immunity, protection and a

chartered plane back to Hong Kong.

RACHEL

Once you've testified in open

court. So with your clients locked

up, what happens to all that money?

LAU

Like I said- I'm good with

calculation.

INT. OBSERVATION ROOM, MCU, GOTHAM CENTRAL — CONTINUOUS

Dent and Gordon watch Lau.

GORDON

He can't go to County. I'll keep

him here in the holding cells.

DENT

What is this Gordon, your fortress?

GORDON

You trust them over at County?

DENT

I don't trust them here.

GORDON

Lau stays.

DENT

It's your call, Lieutenant. Be

right.

GORDON

I am, counselor.

EXT. CITY HALL — DAY

Dent stands in front of a small crowd of reporters.

REPORTER

The Chinese government claim their

international rights have been

broken .

DENT

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

arrangements . . .

INT. RESTAURANT — CONTINUOUS

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

DENT

( grins )

...but I'm sure glad he's back.

Maroni and the Chechen are watching the TV.

CHECHEN

I put word out. We hire the clown.

(off look)

He was right. We have to fix real

problem. B atman .

Maroni shakes his head. Spots Gordon walking over dangling

a pair of handcuffs. Nods at the TV.

GORDON

Our boy looks good on the tube.

MARONI

You sure you want to embarrass me

in front of my friends. Lieutenant?

GORDON

Don't worry, they’re coming, too.

Gordon points out the window to a PRISON BUS.

EXT. VARIOUS DOWNTOWN AND OUTLYING LOCATIONS — DAY

Prison buses in every neighborhood. COPS load them with

CRIMINALS. Stephens puts Crime Boss in a prison bus.

INT. COURTROOM A, GOTHAM MUNICIPAL COURTHOUSE — DAY

JUDGE SURRILLO reads the list of charges .

JUDGE SURRILLO

— 849 counts racketeering, 246

counts fraud, 87 counts conspiracy

murder . . .

Judge Surrillo turns the page. A PLAYING CARD sits there.

A Joker. He glances at it, curious, puts it to one side.

JUDGE SURRILLO (CONT'D)

...how do the defendants plead?

An ARMY Of DEFENSE LAWYERS jostle YELLING A L L AT ONCE.

STENOGRAPHER looks up, helpless.

INT. MAYOR'S OFFICE — DAY

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

enters.

MAYOR

DENT! What was that circus?!

DENT

I asked Gordon to make some

arrests .

LOEB

(looks at report)

Five hundred and-

GORDON

Forty-nine, sir.

Gordon nods at Dent, approving. Dent grins back.

MAYOR

549 criminals at once?! How did

you convince Surrillo to hear this

farce?

DENT

She shares my enthusiasm for

justice. After all, she is a

judge.

MAYOR

Even if you blow enough smoke to

get convictions out of Surrillo,

you'll set a new record at appeals

for quickest kick in the ass.

DENT

It won't matter. The head guys

make bail, sure... but the mid-

level guy 3 , they can't, and they

can’t afford to be off the streets

long enough for trial and appeal.

They'll cut deals that include some

jail time. Think of all you could

do with 18 months of clean streets.

The Mayor waves Gordon and Loeb out.

MAYOR

The public likes you. Dent. That's

the only reason this might fly.

But that means It's on you .

They're all coming after you, now.

Not just the mob... politicians,

journalists, cops- anyone whose

wallet's about to get lighter. Are

you up to it?

(Dent smiles)

You better be. They get anything

on you. . . those criminals will be

back on the streets . . .

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

MAYOR (CONT'D)

Followed swiftly by you and me-

BANGl A DARK SHAPE CRACKS THE GLASS in front of the

Mayor's nose. Dent rushes to the window, looks out...

EXT. CITY HALL — CONTINUOUS

PEDESTRIANS look up, someone SCREAMS, someone POINTS- five

stories up... SWINGING from a FLAGPOLE...

BATMAN. HANGING BY HIS NECK. DEAD. His mouth roughly

painted in a DEMONIC CLOWN SMILE.

EXT. CITY HALL — MOMENTS LATER

"Batman" is lowered from the flagpole. The same fake

Batman we saw earlier. Pinned to his chest by a KNIFE, a

PLAYING CARD. A Joker. Gordon moves closer to the body.

The card has writing on it: WILL THE REAL BATMAN PLEASE

STAND UP?

INT. WAYNE PENTHOUSE — DAY

Wayne comes into the living room, excited. Alfred is

supervising party arrangements.

WAYNE

How's it going?

ALFRED

I think your fundraiser will be a

great success, sir.

WAYNE

And why do you think I wanted to

hold a party for Harvey Dent?

ALFRED

I assumed it was your usual reason

for socialising beyond myself and

the scum of Gotham's underbelly: to

try and impress Miss Dawes.

WAYNE

Very droll. But very wrong.

Actually it’s Dent. You see-

Wayne trails off as he spots something on the television:

the Batman HANGING a a from a NEWS CAMERA , framed by a

graphic that reads 'BATMAN DEAD?'. Image cuts to Engel in

the studio .

ENGEL (V.O.)

. . .Police released video footage

found concealed on the body.

Sensitive viewers be aware: it is

disturbing.

The image cuts to a BLINDFOLDED MAN , wearing a makeshift

Batman costume- face bruised and bloody. In some kind of

bright , fluorescent-lit room.

VOICE (O.S.)

Tell them your name.

MAN

{weak)

Brian Douglas.

VOICE (O.S. )

Are you the real Batman?

MAN

No.

VOICE (O.S.)

Why do you dress up like him?

MAN

He's a symbol... that we don't have

to be afraid of scorn like you. . .

VOICE (O.S. )

But you do, Brian . You really do.

You think the Batman ' s helped

Gotham?

Brian nods uncertainly. . .

VOICE (CONT'D)

Look at me.

( Brian looks down)

LOOK AT ME l

Brian looks up- the camera swings into the face of the

Joker, in CHALK-WHITE makeup, RED SMEAR of lipstick on his

SCARS .

THE JOKER

This is how crazy Batman's made

Gotham. You want order in Gotham?

Batman has to go. So. . .

{ leans in)

Batman must take off his mask, and

turn himself in. Every day he

doesn 't . . . people will die.

Starting tonight. I'm a man of my

word.

The tape cuts to STATIC.

Wayne turns to Alfred. Silent.

INT. WAYNE PENTHOUSE — EVENING

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

the penthouse and its guests.

RACHEL

Now I've seen it all: Harvey Dent,

scourge of the underworld, scared

stiff by the trust fund brigade.

Rachel spots someone and darts off-

DENT

Rachel-

ALFRED (O.S. )

A little liquid courage , Mr. Dent?

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

DENT

Thanks. Alfred, right?

ALFRED

Yes, sir.

DENT

Rachel talks about you all the

time. You've known her her whole

life?

ALFRED

Not yet, sir.

DENT

( smiles , surveys

crowd)

Any psychotic ex-boyfriends I

should be aware of?

ALFRED

Oh, you have no idea.

Alfred leaves Dent standing there, puzzled. The crowd

REACTS as a LOUD ROAR drowns conversation... Dent looks

out-

EXT. HELIPAD, WAYNE PENTHOUSE — CONTINUOUS

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

of SUPERMODELS...

INT. WAYNE PENTHOUSE — CONTINUOUS

Wayne and the supermodels come out of the helipad elevator-

WAYNE

Sorry, I'm late- glad you started

without me! Where's Rachel?!

Rachel cringes slightly. Wayne spots her.

WAYNE (CONT'D)

Rachel Dawes- my oldest friend.

When she told me she was dating

Harvey Dent, I had one thing to

say... the guy from those god-

awful campaign commercials?

Laughter. Dent shifts, embarrassed.

WAYNE (CONT'D)

'I Believe in Harvey Dent.' Nice

slogan, Harvey. Certainly caught

Rachel's attention. But then I

started paying attention to Harvey,

and all he 1 s been doing as our new

D.A., and you know what? X believe

in Harvey Dent. On his watch,

Gotham can feel a little safer. A

little more optimistic. So get out

your checkbooks and let’s make sure

that he stays right where all of

Gotham wants him...

(raises his glass)

All except Gotham’s criminals, of

course. To the face of Gotham’s

bright future- Harvey Dent.

Dent smiles accepting the toast.

INT. CORRIDOR, MCU — EVENING

Ramirez catches up to Gordon, holding paperwork.

RAMIREZ

That Joker card pinned to the body?

Forensics found three sets of

D.N.A. .

GORDON

Any matches?

RAMIREZ

All three.

Gordon STOPS. Turns to face her.

RAMIREZ (CONT'D)

The D.N.A. belongs to Judge

Surrillo, Harvey Dent and

Commissioner Loeb.

GORDON

The Joker ' s telling us who he ' s

targeting- get a unit to Surrillo's

house, tell Wuertz to find Dent-

get them both into protective

custody. Where's the Commissioner?

RAMIREZ

City hall.

GORDON

Seal the building. No one in or

out till I get there.

EXT. DECK, WAYNE'S PENTHOUSE — EVENING

Wayne walks out to the edge of the balcony and looks over

Gotham. Hears someone behind him- Rachel.

RACHEL

Harvey may not know you well enough

to understand when you're making

fun of him. But I do.

WAYNE

(shakes his head)

I meant every word.

Wayne moves closer to Rachel. Takes her arm.

WAYNE (CONT'D)

The day you once told me about, the

day when Gotham no longer needs

Batman. It's coming.

Rachel lookB at Wayne. Conflicted. He moves closer.

RACHEL

You can't ask me to wait for that.

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

WAYNE

It's happening now- Harvey is that

hero . He locked up half the city ' s

criminals, and he did it without

wearing a mask. Gotham needs a

hero with a face.

DENT ( 0 . S . )

You can throw a party, Wayne, I’ll

give you that. Thanks again. Mind

if I borrow Rachel?

Rachel glances back at Wayne as she moves to Dent. Wayne

watches them head inside.

EXT. STREET, GOTHAM HEIGHTS — EVENING

Two MEN in suits knock at a Brownstone. The door is opened

by Judge Surrillo. The two Men hold up BADGES.

EXT. CITY HALL — EVENING

Gordon enters through a tight police presence at the doors.

INT. POLICE COMMISSIONER’S OFFICE — EVENING

Gordon enters to find Loeb, flanked by armed cops.

COMMISSIONER LOEB

Gordon, what are you playing at?

Gordon checks the window. Turns to his men.

GORDON

We're secure. I want a floor-by-

floor search of the entire

building.

(turns to Loeb)

I'm sorry, sir. We believe the

Joker has made a threat against

your life.

LOEB

Gordon, you're unlikely to discover

this for yourself, so take my word-

the Police Commissioner earns a lot

of threats —

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

LOEB (CONT'D)

I found the appropriate response to

these situations a long time ago...

EXT. STREET, GOTHAM HEIGHTS -- EVENING

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

SURRILLO

Gordon wants me to go right now?

MAN 1

These are dangerous people. Judge.

Even we don't know where you're

going .

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

MAN 2

Get in, then open the envelope.

It’ll tell you where you're headed.

Surrillo climbs in. Watches them drive away. She opens

the envelope- pulls out a sheet of paper. One word on it

'UP' .

Surrillo ’s car EXPLODES, heaving the car upwards on a

FIREBALL.

A PASSERBY is thrown to the ground. After a moment,

BURNING DEBRIS flutters down on him. PLAYING CARDS.

JOKERS .

INT. POLICE COMMISSIONER'S OFFICE — CONTINUOUS

Loeb pours himself a glass of whisky.

LOEB

You get to explain to my wife why

I'm late for dinner. Lieutenant.

GORDON

Sir, the Joker card had a trace of

your D.N.A. on it-

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

it.

STEPHENS

Just the normal number of bad guys

in the building- and they're all

city employees. Here's a list.

LOEB

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

Gordon looks at Stephens ' s list .

GORDON

Somebody with access to your house

or office muBt've lifted a tissue

or a glass. . .

Gordon, realizing/ spins around-

GORDON

Wait-

But Loeb is already CHOKING-

desk- the spilled whiskey is

GORDON

Get a medic l

Loeb COLLAPSES.

OMITTED; : 104

( CONT ' D )

he DROPS his tumbler onto the

SMOKING, eating into the wood.

(CONT'D)

OMITTED

INT. KITCHEN, WAYNE PENTHOUSE — EVENING

Dent pulls Rachel into the kitchen, away from the crowd

DENT

You cannot leave me on my own with

these people.

RACHEL

The whole mob's after you and

you're worried about these guys?

DENT

Compared to this , the mob doesn ' t

scare me. Although/ I will say;

them gunning for you makes you see

things clearly.

RACHEL

Oh, yeah?

DENT

Yeah. It makes you think about

what you couldn't stand losing.

And who you want to spend the rest

of your life with...

Rachel looks at Dent. Smiles.

RACHEL

The rest of your life, huh? That's

a pretty big commitment.

DENT

Not if the mob has their way.

RACHEL

Don ' t .

DENT

Okay. Let's be serious. What's

your answer?

Rachel looks at him.

RACHEL

X don't have an answer.

INT. LIVING ROOM, PENTHOUSE — NIGHT

Half the guests are on their cell phones. An ASSISTANT DA

turns to his COLLEAGUE.

ASSISTANT DA

Surrillo and Loeb?

There is a KNOCK at the front door. Alfred °P en s ^ it

find Detective Wuertz, who holds up his badge. Alfred

beckons him in- there is a SHOTGUN at the back of his head

held by-

The Joker- purple suit, make up. With friend* . J o£er

SMASHES Wuertz over the head- steps over him, RACKING

shotgun.

THE JOKER

Good evening . We ' re the

entertainment .

INT. KITCHEN, WAYNE PENTHOUSE — NIGHT

Rachel is looking at Dent. Torn.

DENT

I guess no answer isn't "no".

RACHEL

I’m sorry, Harvey. I just...

DENT

It's someone else, isn't it?

Wayne is moving up behind him. Fast-

DENT (CONT'D)

Just tell me it‘s not Wayne. The

guy ' s a complete-

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

RACHEL

What are you doing? I

Dent SLUMPS, unconscious in Wayne’s arms.

WAYNE

They've come for him.

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

Wayne stuffs Dent in a closet- puts a mop through the

handles. Rushes past Rachel-

WAYNE (CONT’D)

Stay hidden.

INT. LIVING ROOM, WAYNE'S PENTHOUSE — NIGHT

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

INT. HALLWAY, WAYNE PENTHOUSE — NIGHT

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

THUG

Hands up, pretty boy.

Wayne FLIPS the shotgun around in the man's hands- uses it

as a fulcrum to SNAP his forearm- SMASHES him in the jaw

with the stock without breaking step, field stripping the

shotgun and tossing the pieces in different directions.

INT. LIVING ROOM, WAYNE'S PENTHOUSE — NIGHT

The Joker moves through the terrified guests. Smiling.

THE JOKER

I only have one question: where is

Harvey Dent?

(silence)

I'll settle for his loved ones...

A distinguished Gentleman steps into the Joker’s path.

GENTLEMAN

We're not intimidated by thugs.

The Joker stops. Stares at the man. SMILES

AFFECTIONATELY .

THE JOKER

You know, you remind me of my

father.

(GRABS him)

I hated my father.

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

RACHEL (O.S.)

Stopl

The Joker drops the Gentleman. Turns to Rachel.

THE JOKER

Hello, beautiful. You must be

Harvey's squeeze.

(runB his knife

across her cheek)

And you are beautiful. You look

nervous- it’s the scars isn’t it?

Wanna know how I got them? I had a

wife, beautiful like you. Who

tells me I worry too much. Who

says I need to smile more. Who

gambles. And gets in deep with the

sharks. One day they carve her

face, and we’ve got no money for

surgeries. She can’t take it.

(presses knife into

her cheek)

I just want to see her smile again.

I just want her to know I don’t

care about the scars . So I put a

razor in my mouth and do this to

myself . . . And you know what?

(startB laughing)

She can’t stand the sight of me...

(or crying)

She leavesl See, now I see the

funny side. Now I'm always

smiling.

INT. MASTER BEDROOM, WAYNE PENTHOUSE — NIGHT

Wayne walks in. A COUPLE are hastily putting themselves

back together, alerted by the noise.

MALE GUEST

What’s going on out there, Wayne?

Wayne doesn't answer. He walks into a closet and pulls at

a FALSE WALL. Wayne steps into the safe room.

FEMALE GUEST

Thank god- you've got a panic room.

The door SLAMS shut and seals with a HISS.

MALE GUEST

Wait 1 You can ' t-

FEMALE GUEST

You've got to be kidding me.

INT. LIVING ROOM, WAYNE'S PENTHOUSE — NIGHT

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

him. He smiles.

THE JOKER

A little fight in you. I like

that.

BATMAN (O.S.)

Then you're going to love me.

The Joker turns. Batman catches him with a BLOW, spins him

down and DISARMS him- the Joker's men jump him- Batman

takes them out two at a time- DISARMING thugs- BREAKING

forearms- the Joker CLICKS a BLADE from the toe of his shoe

and KICKS- JABBING BETWEEN THE PLATES OF ARMOR covering

Batman's ribcage-

Batman HURLS the Joker across the room. One of the Joker's

men LUNGES- Batman lays him out cold.

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

BATMAN (CONT'D)

Drop the knife.

THE JOKER

Sure. Just take off your mask and

show us all who you are . . .

Rachel shakes her head at Batman. The Joker raises his

shotgun to the side and BLOWS OUT the pane of glass next to

him. The Joker dangles Rachel out the window.

BATMAN

Let her go.

THE JOKER

( laughs )

Very poor choice of words . . .

He lets her DROP- Rachel falls onto a SLOPING GLASS ROOF-

sliding towards the edge Batman DIVES after her-

OMITTED

EXT. BUILDING — NIGHT

They DROP- Batman FIRES his grapple, SNAGGING Rachel's

ankle- activates one wing of his cape- They SPIN and SLOW-

Batman envelopes Rachel- they SLAM into the hood of a

passing taxi.

INT. TAXI — CONTINUOUS

The DRIVER SCREAMS as Batman and Rachel hit the roof- ROLL

down the windshield- onto the pavement. Alive.

INT. CAR — CONTINUOUS

The Joker looks back as his car SPEEDS away. He's

breathing hard, EXHILARATED. He touches the blood running

down his sweaty white makeup. SMACKS the back of the

driver ' s seat-

DRIVER

What do we do about Dent?

THE JOKER

I ' m a man of my word .

EXT. TAXI

CONTINUOUS

Rachel opens her eyes.

BATMAN

Are you alright?

RACHEL

Let's not do that again, okay?

(looks around)

Is Harvey-?

BATMAN

He's safe.

Rachel lies back, breathing. Looks up at Batman.

RACHEL

Thank you.

INT. MAJOR CRIMES UNIT, GOTHAM CENTRAL — DAY

STEPHENS is talking to Gordon, subdued.

STEPHENS

Jim, it's over.

GORDON

As long as they don’t get to Lau,

we've cut off their funds.

STEPHENS

But the prosecution's over.

STEPHENS (CONT’D)

No-one ' s standing up in front of a

Judge while judges and police

commissioners are getting blown

away.

GORDON

What about Dent?

STEPHENS

If he's got any sense. Dent's

halfway to Mexico by now.

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

DENT

So where do you keep your trash?

Gordon looks at Dent. Impressed.

INT. SPECIAL HOLDING AREA, MCU, GOTHAM CENTRAL — DAY

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

DENT

You're due in court- I need you

alive long enough to get you on the

record.

LAU

No way. You can't protect me- you

can't even protect yourselves.

Dent THROWS the heavy vest at Lau.

DENT

Refuse to cooperate on the stand-

you won't be coming back here-

you 1 11 go to county . How long do

you calculate you'll last in there?

INT. BAT-BUNKER -- DAY

Wayne sits at his video screens- they all play the Joker's

video with different IMAGE TREATMENTS and SOUND TUNINGS.

Wayne turns to Alfred. Indicates the screens.

WAYNE

Targeting me won't get their money

back. I knew the mob wouldn't go

down without a fight, but this is

different. They've crossed a line.

ALFRED

You crossed it first, sir. You've

hammered them, squeezed them to the

point of desperation. And now, in

their desperation they’ve turned to

a man they don't fully understand.

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

WAYNE

Criminals aren't complicated,

Alfred. We just have to figure out

what he ' s after .

ALFRED

Respectfully, Master Wayne, perhaps

this is a man you don't fully

understand , either .

ALFRED (CONT'D)

(looks at Wayne)

I was in Burma. A long time ago.

My friends and I were working for

the local government. They were

trying to buy the loyalty of tribal

leaders, bribing them with precious

stones. But their caravans were

being raided in a forest north of

Rangoon by a bandit. We were asked

to take care of the problem, so we

started looking for the stones.

But after six months, we couldn’t

find anyone who had traded with

him.

WAYNE

What were you missing?

ALFRED

One day X found a child playing

with a ruby as big as a tangerine,

(shrugs)

The bandit had been throwing the

stones away.

WAYNE

So why was he stealing them?

ALFRED

Because he thought it was good

sport. Because some men aren’t

looking for anything logical, like

money... they can't be bought,

bullied, reasoned or negotiated

with.

( grave )

Some men just want to watch the

world burn.

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

EXT. SKYLINE OF GOTHAM — DAWN

MOVING over the city we hear myriad RADIO CALLS going out

over the ether. CLOSE IN on a lonely figure on top of a

skyscraper. The Batman. Listening with his million dollar

earpieces. From the babble, ONE VOICE EMERGES.

DISPATCH (O.S.)

Four name , sir. Please state -

VOICE (O.S.)

8th at orchard. You'll find

Harvey Dent there.

EXT. 8TH STREET AT ORCHARD — DAWN

An UNMARKED and a SQUAD CAR screech to a halt. Gordon and

Ramirez get out, lead two UNIFORMS into the building.

INT. APARTMENT, EIGHT AVE. — CONTINUOUS

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

scene. TWO DEAD MEN sitting at the kitchen table. They

each have a HAND OF CARDS, as if in the middle of a game.

ALL JOKERS. Gordon and Ramirez STARE at the CRUDE LEERS

carved into their faces. Their DRIVERS LICENSES are pinned

to their chests.

VOICE (O.S.)

Check the names.

GORDON (O.S.)

(checks licenses)

Patrick Harvey. Richard Dent . . .

RAMIREZ

Harvey Dent .

BATMAN

I need ten minutes with the scene

before your men contaminate it.

RAMIREZ

Us contaminate it? It's because of

you that these guys are dead in the

first place-

GORDON

Ramirez .

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

Finds an embedded stray bullet. He pulls a SAWING DEVICE

from his belt- THRUSTS it into the wall and starts cutting

around the bullet.

GORDON (CONT'D)

That's brick- you’re gonna try and

take ballistics off a shattered

bullet?

BATMAN

No. Fingerprints.

Ramirez looks at Gordon. Is he serious? Gordon point s-

GORDON

Whatever you're gonna do, do it

fast, 'cos we know hiB next

target. . .

Batman looks- a campaign posters RE-ELECT MAYOR GARCIA.

The Mayor's image has a MANIC CLOWN'S GRIN and "HA, HA, HA".

INT. FOX'S OFFICE, WAYNE ENTERPRISES — DAY

Fox is at his desk. Reese enters.

FOX

What can I do for you, Mr. Reese?

REESE

You asked me to do the diligence on

the L.S. I. Holdings deal again. I

found irregularities.

FOX

Their CEO is in police custody.

REESE

Not with their numbers. With

yours . A whole division of Wayne

Industries disappeared, overnight.

So I went down to the archives and

started pulling old files.

He pulls out a folded blueprint. Slides it across the

desk.

REESE (CONT'D)

My kids love the Batman. I thought

he was pretty cool, too. Out

there, kicking some ass.

Fox picks up the piece of paper. Unfolds it. It's an old

BLUEPRINT. The image is unmistakable* THE TUMBLER.

REESE (CONT’D)

Changes things when you know it's

just a rich kid playing dress up.

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

REESE (CONT'D)

Your project. Don't tell me you

didn ' t recognize your baby

pancaking cop cars on the evening

news. Now you're getting sloppy.

Applied Sciences was a small, dead

department- who'd notice? But now

you've got the entire R and D

department burning cash, claiming

it's related to cell phones for the

, army. What are you building him

now? A rocket ship?

REESE (CONT'D)

I want ten million a year. For the

rest of my life.

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

FOX

Let me get this straight. You

think that your client, one of the

wealthiest and most powerful men in

the world, is secretly a vigilante

who spends his nights beating

criminals to a pulp with his bare

hands . . .

(deadpan)

And now your plan is to blackmail

this person?

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

across the desk.

FOX (CONT'D)

Good luck.

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

back.

XNT. BAT-BUNKER — DAY

Wayne hands Alfred a RIFLE BULLET scribed with a GRID. He

slots it into a clip, then loads it into a COMPUTER

CONTROLLED GATTLING GUN. He puts on ear protectors. Hits

a button.

The rifle WHIRS to life- dollying sideways, BLASTING

BULLETS into a series of identical BRICK WALL SAMPLES.

ALFRED

I ' m not sure you made it loud

enough, sir.

As the wall samples still smoke, Wayne steps up, carrying

the sample from the crime scene. Comparing itB spread to

the new samples, he selects two and carries them to an X-

RAY SCANNER.

The machine gives the samples a 3-axis scan- HI-RES 3-D

IMAGES of the bullet fragment arrays come up on the

screen. . .

INT. APPLIED SCIENCES DIVISION — DAY

The same image of the bullet fragment on a screen. Fox

hits a key and the computer 'reassembles' the bullets

according to the identifying grid on each fragment.

FOX

Here's your original scan —

A bullet fragment array pops on screen.

FOX (CONT'D)

Here's it reverse-engineered —

Fox hits a button and the unmarked bullet fragments are

reassembled. Wayne spins the roughly-shaped bullet puzzle-

WAYNE

And here's a thumb print.

Fox looks at the screen, impressed. Thinks.

FOX

I’ll make you a copy.

(troubled)

Mr. Wayne, did you reassign R and D?

WAYNE

Yes . Government telecommunications

project.

FOX

I wasn't aware we had any new

government contracts . Can you-

WAYNE

Lucius. I'm playing this one

pretty close to the chest.

FOX

Fair enough .

Fox looks at Wayne as he leaves. Uneasy.

I NT. BAT-BUNKER — CONTINUOUS — INTERCUT

Wayne examines the fingerprint-

ALFRED

I’ll run it through all the

databases and came up with for

possibles .

Wayne gets up to let Alfred sit

WAYNE

Cross reference the addresses...

WAYNE (CONT'D)

Look for Parks ide and around.

Wayne opens a HYDRAULIC DOOR, revealing a gleaming MV

AUGUSTA BRUTALE. As he moves the bike onto the lift..

ALFRED

Got one. Melvin White, aggravated

assault, moved to Arkham twice-

1502 Randolph Apartments, just off

State-

WAYNE

Overlooking the parade.

Wayne and the bike rise on the lift.

EXT. PARKS IDE AVENUE — DAY

The avenue has been blocked off. Onlookers line the

sidewalks. POLICE march past in dress uniform. Engel does

a stand-up on the sidewalk.

ENGEL

With no word from the Batman- even

as they mourn Commissioner Loeb,

these cops have to be wondering if

the Joker is going to make good on

his threat to kill the Mayor

today . . .

On the buildings above, POLICE SNIPERS scan the crowd.

Gordon keys his radio-

GORDON

How's it looking up top?

POLICE SNIPER

We're tight. But frankly...

there’s a lot of windows up here.

Gordon looks up at the myriad buildings overlooking the

podium.

EXT. GOTHAM STREETS — CONTINUOUS

Wayne maneuvers the Ducati through the traffic. He pulls

up near a parade barricade- dismounts and slips into an

alley.

INT. TENEMENT — CONTINUOUS

Some of the building's hard-luck TENANTS eye Wayne as he

counts doors down the hallway. He finds 1502...

EXT. PARKSIDE AVENUE — LATER

A SEA OF POLICE fillB the Avenue. In the center, three

grieving families and an HONOR GUARD. The Mayor at the

podium. Gordon behind. Dent is seated with Rachel.

THE MAYOR

...and as we recognize the

sacrifice of these officers, we

must remember that vigilance is the

price of safety.

INT. TENEMENT — CONTINUOUS

Wayne enters: EIGHT MEN IN UNDERSHIRTS, bound, gagged,

blindfolded. A SNIPER SCOPE on a tripod at the window.

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

MAN

(breathing hard)

Took . . . they took our guns , our

uniforms . . .

EXT. PARKSIDE AVENUE — CONTINUOUS

Gordon scans the crowd. The Mayor wraps up- the Honor

Guard steps forward, raises weapons...

EXT. ROOFTOP OVERLOOKING PARKSIDE — CONTINUOUS

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

INT. TENEMENT — CONTINUOUS

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

EXT. STATE STREET — CONTINUOUS

THE HONOR GUARD TURN THEIR WEAPONS ON THE MAYOR. One

SMILES, flesh-colored makeup over his scars. THE JOKER.

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

BACK as he SLAMS the Mayor to the ground-

EXT. ROOFTOP OVERLOOKING PARKSIDE — CONTINUOUS

The Police Sniper SPOTS Wayne at the window- SHOOTS-

INT. TENEMENT — CONTINUOUS

Wayne DUCKS as SHOTS erupt around the window-

EXT. PARKSIDE — CONTINUOUS

PANDEMONIUM erupts -One of the honor guard is TAGGED IN THE

LEG- GOES DOWN. The others MELT into the CHAOS.

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

moving .

EXT. SIDE STREET OFF PARKSIDE — MOMENTS LATER

CHAOS. Dent approaches an ambulance sitting in the alley.

Two cops jump out and run over to their commander. Dent

steps up into the back.

INT. AMBULANCE — CONTINUOUS

The Joker's thug sits there. Handcuffed. A PARAMEDIC

bandages his leg. Cops run past, barking orders.

DENT

Tell me what you know about the

Joker .

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

Exasperated. Looks back up at the Joker's Thug. Spots

something- moves closer- the man's uniform... his name

tag . . .

OFFICER RACHEL DAWES.

Dent, breathing hard, looks around: the paramedic jumps

out, rushing to help a FALLEN OFFICER. Dent spies the keys

in the ignition. Jumps into the driver's seat...

EXT. GORDON'S HOUSE — DUSK

Barbara Gordon stands in the doorway, scared. Stephens and

a UNIFORMED OFFICER stand in front of her.

STEPHENS

I'm sorry, Barbara.

JameB Gordon pushes past his mother to look at Stephens.

Barbara tries to push him back inside.

BARBARA

Jimmy, go play with your sister...

James stays just inside the door.

STEPHENS

I ’ m sorry .

Barbara stares at Stephens. Then looks past him.

BARBARA

Are you out there?! Are you?!

James spots something- Batman, perched in the shadows.

BARBARA (CONT'D)

You brought this on us 1 This

craziness I You didJ You brought

this. . . 1

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

EXT. ROOF, MCU — NIGHT

Detectives from MCU stand around the lit bat-signal.

STEPHENS

Switch it off- he ain’t coming.

STEPHENS

He doesn't want to talk to us. God

help whoever he does want to talk

to-

INT. NIGHTCLUB — NIGHT

Strobe lights. Pounding music. Maroni is in a booth at

the side with his MISTRESS. His bodyguards are around the

table.

MISTRESS

(shouting over

music)

Can't we go someplace quieter! We

can't hear each other talk!

MARONI

I don't wanna hear you talk.

MISTRESS

(can’t hear)

What? 1

One of Maroni ' s Bodyguards DROPS- Maroni looks over- in the

strobe lights- Batman SAVAGES his bodyguards- people RUN,

TERRIFIED. Maroni starts to get out of his seat- Batman

LANDS like a panther on the table in front of him-

INT . MCU — NIGHT

Rachel moves through the chaotic bullpen at MCU-

EYEWITNESSES , civilian and cop are being questioned.

Rachel ' s phone rings .

RACHEL

Harvey, where are you? I

INTERCUT with Dent in an INDISTINCT interior Betting.

DENT

Where are you?

RACHEL

Where you should be- at Major

Crimes trying to sort through all

the-

DENT

Rachel, listen to me. You're not

safe there.

RACHEL

This is Gordon’s unit, Harvey-

DENT

Gordon ’ s gone , Rachel .

RACHEL

He vouched for these men-

DENT

And he 1 s gone . The Joker 1 s named

you next.

Rachel looks around the bullpen. Eyeing the detectives.

DENT (CONT’D)

Rachel, I can't let anything happen

to you. I love you too much.

DENT

Is there someone, anyone in this

city we can trust?

RACHEL

Bruce. We can trust Bruce Wayne.

DENT

Rachel, I know he's your friend

but-

RACHEL

Trust me, Harvey, Bruce’s penthouse

is now the safest place in the

city.

DENT

Okay. Go straight there. Don't

tell anyone where you're going.

I ' 11 find you there .

Wider shows us we are-

INT. BASEMENT, CONDEMNED BUILDING — CONTINUOUS

DENT

I love you.

Dent hangs up the phone. TAPED to a chair in front of

Dent- the Joker’s Thug, blindfolded. Dent RIPS off the

blindfold. . .

EXT. FIRE ESCAPE — NIGHT

Maroni opens his eyes . Batman is holding him by the

collar.

BATMAN

I want the Joker.

MARONI

(looks down)

From one professional to another-if

you're trying to scare someone,

pick a better spot. From this

height the fall wouldn’t kill me.

BATMAN

I ' m counting on it .

Batman lets go. Maroni FALLS. And SCREAMS.

EXT. SIDEWALK — NIGHT

Maroni NAILS the pavement. CLUTCHES at his leg, which is

badly broken. Batman FLIES down, landing over him- hauls

him up. Maroni HOLLERS in pain.

BATMAN

Where is he?

MARONI

I don't know, he found us-

BATMAN

He must have friends.

MARONI

Friends? You met this guy?

BATMAN

Someone knows where he is.

Maroni looks up at Batman. Sneering.

MARONI

No one's gonna tell you anything-

they’re wise to your act- you got

rules... the Joker, he's got no

rules. No one 1 b gonna cross him

for you. You want this guy, you

got one way. And you already know

what that is. Just take off that

mask and let him come find you.

Batman DROPS Maroni.

MARONI (CONT'D)

Or you want to let a couple more

people get killed while you make up

your mind?

INT. BASEMENT, CONDEMNED BUILDING — NIGHT

Dent shows the Joker's Thug a GUN. Bullets. Loads the

gun. SHOVES it in his face-

DENT

You wanna play games?

Dent PUSHES the gun against the thug ' s head with REAL

MALICE. Pulls it away and FIRES. The Thug FLINCHES. Dent

puts the gun barrel against the thug ' s temple-

JOKER'S THUG

(rattled)

You wouldn ' t . . .

And pulls his lucky coin out of his pocket.

DENT

No. I wouldn't. That's why I'm

not going to leave it up to me.

(shows him coin)

Heads- you get to keep your head.

Tails... not so lucky. So, you

want to tell me about the Joker?

The Thug, scared, says nothing. Dent FLICKS the coin into

the air . SLAPS it onto the back of his gun hand ( aiming

with wrist horizontal). Dent shows him the coin. Heads.

The Thug exhales, SHAKING.

DENT (CONT'D)

Go again?

JOKER'S THUG

( sobbing)

I don't know anything!

DENT

You're not playing the odds,

friend.

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

Dent looks up. Batman is there.

BATMAN

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

DENT

Not exactly.

BATMAN

His name's Schiff, Thomas. He's a

paranoid schizophrenic, a former

patient at Arkham. The kind of

mind the Joker attracts.

Batman moves away from Schiff.

BATMAN (CONT’D)

What do expect to learn from him?

Dent is shivering with frustration.

DENT

The Joker killed Gordon- and, and

Loeb. He’s going to kill Rachel ...

BATMAN

You're the symbol of hope that I

could never be. Your stand against

organized crime is the first

legitimate ray of light in Gotham

for decades. If anyone saw this,

everything would be undone- all the

criminals you got off the streets

would be released. And Jim Gordon

will have died for nothing.

Batman hands Dent his lucky coin.

BATMAN (CONT'D)

You're going to call a press

conference. Tomorrow morning.

DENT

Why?

BATMAN

No one else will die because of me.

Gotham is in your hands, now.

DENT

You can’tl You can't give ini

But Batman is gone.

INT. BEDROOM, WAYNE PENTHOUSE — NIGHT

Rachel watches Gotham through the window. Wayne enters.

RACHEL

Harvey called. He says Batman is

going to turn himself in.

WAYNE

I have no choice.

RACHEL

You honestly think it’s going to

stop the Joker from killing?

WAYNE

Perhaps not. But I've got enough

blood on my hands. I've seen, now,

what I would have to become to stop

men like him.

Rachel looks at Wayne. She cannot help him.

WAYNE (CONT'D)

You once told me that if the day

came when I was finished . . .

Wayne moves towards her.

WAYNE (CONT'D)

We'd be together.

RACHEL

Bruce, don't make me your one hope

for a normal life-

Wayne takes her in his arms.

WAYNE

But did you mean it?

RACHEL

Yes.

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

RACHEL (CONT'D)

But they won't let us be together

after you turn yourself in.

Wayne nods. Leaves. She watches him go.

INT. BAT-BUNKER — DAWN

Alfred shovels DOCUMENTS into an incinerator- blueprints,

designs, files. He pauses, looking down at a book.

ALFRED

Even the logs?

WAYNE

Anything that could lead back to

Lucius or Rachel.

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

WAYNE (CONT'D)

People are dying, Alfred. What

would you have me do?

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

ALFRED

Endure, Master Wayne. Take it.

They'll hate you for it, but that's

the point of Batman... he can be

the outcast. He can make the

choice no one else can face. The

right choice.

Wayne shakes his head.

WAYNE

Today I ' ve found out what Batman

can't do. He can't endure this.

WAYNE

(rueful smile)

Today you get to say 'I told you

so' .

ALFRED

Today, I don't want to.

(beat)

Although I did bloody tell you.

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

They head for the lift.

ALFRED (CONT'D)

I suppose they’ll lock me up as

well. Your accomplice.

WAYNE

Accomplice? I'm going to tell them

the whole thing was your idea.

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

OMITTED

INT. PRESS ROOM, SUPERIOR COURT — DAY

A capacity crowd of REPORTERS, COPS, and PUBLIC. Dent is

at the podium. Wayne sits in the crowd.

DENT

Ladies and Gentlemen, thank you for

coming. I've called this press

conference for two reasons.

Firstly, to assure the citizens of

Gotham that everything that can be

done over the Joker killing is

being done. Secondly, because the

Batman has offered to turn himself

in-

The crowd REACTS-

HECKLER

So where is he? J

DENT

But first. Let's consider the

situation: should we give in to

this terrorist's demands? Do we

really think that-

REPORTER

You'd rather protect an outlaw

vigilante than the lives of

citizens?!

The crowd noisily assents. Dent calmly motions quiet.

DENT

The Batman is an outlaw. . .

INT. WAYNE PENTHOUSE — CONTINUOUS

Rachel is watching the press conference on TV.

DENT (O.S.)

But that'B not why we're demanding

he turn himself in. We're doing it

because we're scared . We've been

happy to let Batman clean up our

streets for us until now -

INT. PRESS ROOM, SUPERIOR COURT — CONTINUOUS

HECKLER

Things are worse than ever l

Wayne looks at the Heckler. At the angry crowd. Dent

leans over the podium. Impassioned.

DENT

Yes . They are. But the night is

darkest just before the dawn. And

I promise you, the dawn is coming.

(the crowd quiets)

One day, the Batman will have to

airswY^fm- - the^rsws— h-g^“g-brokerr- •

but to us, not to this madman.

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

COP HECKLER

NO MORE DEAD COPS 1 !

Appreciative noise.

REPORTER

WHERE IS THE BATMAN?

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

it.

DENT

So be it.

(turns to officers)

Take the Batman into custody.

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

back. Hungry eyes scan the room. Wayne Btarts to rise...

DENT OFFERS HIS OWN WRISTS TO THE OFFICERS-

DENT (CONT'D)

I am the Batman.

A beat. Wayne stares.

I NT. WAYNE PENTHOUSE — CONTINUOUS

Rachel STARES as Dent is arrested on TV. Appalled.

INT. WAYNE PENTHOUSE — DAY

Rachel comes up to Alfred. Upset.

RACHEL

Why is he letting Harvey do this,

Alfred?

ALFRED

I don't know. He went down to the

press conference-

RACHEL

And just stood by?l

ALFRED

Perhaps both Bruce and Mr. Dent

believe that Batman stands for

something more important than a

terrorist’s whims, Miss Dawes, even

if everyone hates him for it.

That's the sacrifice he's making-

to not be a hero. To be something

more .

RACHEL

Well, you're right about one thing-

letting Harvey take the fall ia not

heroic.

Rachel holds out an ENVELOPE .

RACHEL (CONT'D)

You know Bruce best, Alfred...

give it to him when the time is

right .

ALFRED

How will I know?

RACHEL

It's not sealed.

Alfred takes the envelope. Rachel gives him a kiss

RACHEL (CONT'D)

Goodbye, Alfred.

ALFRED

Goodbye , Rachel .

INT. CELL, MCU — EVENING

A Detective unlocks the cell and lets Rachel inside

DENT

I'm sorry, I didn’t have time to

talk this through with you.

RACHEL

Don't offer yourself as bait,

Harvey .

DENT

They're transferring me to central

holding. This is the Joker's

chance, and when he attacks. Batman

will take him down.

RACHEL

No. This is too dangerous -

The Detective knocks. Dent rises.

EXT

COURTYARD MCU

EVENING

Detectives stare at Dent as he is led, shackled, to the

waiting CONVOY. Stephens begins CLAPPING- a handful join

in, but most remain silent. Rachel follows him to the back

of an armored vehicle.

RACHEL

He's using you as bait- but he

doesn’t know if he can get the

Joker- he's failed so far.

DENT

How do you know what he's thinking?

RACHEL

(beat)

I just do, okay? Harvey, this

isn't just about you, what about

all the people counting on you to

turn this city around? Tell

everyone the truth -

Dent kisses her. Pulls out his LUCKY COIN-

DENT

Heads I go through with it.

RACHEL

This is your life... you don't

leave something like this to

chance. . .

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

DENT

(sincere)

I ' m not .

She turns it over: IT IS DOUBLE -HEADED. She looks up- the

DOORS CLOSE on his smile. She shakes her head. Torn.

RACHEL

You make your own luck.

As SWATS file into the back of the support vehicles-

ACTING COMISSIONER

We get this guy to County and he's

their problem. The streets along

your route will be cleared. The

convoy stops FOR NO REASON . . .

INT. ARMORED CAR — CONTINUOUS

A Swat with a shotgun climbs into the cab. Pulls on his

mask. Looks over at the DRIVER, who's already wearing his.

SHOTGUN SWAT

Hope you ' ve got some moves .

EXT. TENTH AVENUE, DOWNTOWN — CONTINUOUS

The convoy ROCKETS past a roadblock.

INT. ARMORED CAR — CONTINUOUS

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

EXT. INTERSECTION — CONTINUOUS

An Officer holding up traffic. A TRUCK pulls up.

OFFICER

You wait like everybody else, pal.

A SHOTGUN BLAST sends the Officer flying. A second blast

illuminates the shooter's faces the Joker.

INT. LEAD PATROL CAR, CONVOY — CONTINUOUS

The SWAT behind the wheel of the lead black-and-white slows

as he sees something burning in the intersection ahead.

EXT. AVENUE — CONTINUOUS

Overhead, a police HELICOPTER checks the route, hovering

above a burning FIRE TRUCK, BLOCKING the road.

INT. ARMORED CAR — CONTINUOUS

The Driver is all business. The radio CRACKLES.

RADIO

All units, be advised. All units

will exit down Cheviot west and

proceed north on lower 5th avenue.

SHOTGUN SWAT

Lower 5th? We’ll be like ducks in

a barrel down there .

EXT. SURFACE STREETS — CONTINUOUS

The convoy disappears down the exit ramp.

EXT. LOWER FIFTH AVENUE — NIGHT

The convoy rolls through the subterranean streets . A

GARBAGE TRUCK pulls up behind and casually SWIPES the rear

vehicles of the convoy off the road. . .

INT. ARMORED CAR — CONTINUOUS

SHOTGUN SWAT

Get us out of here I

The Driver NAILS the gas-

EXT. LOWER FIFTH — CONTINUOUS

The Garbage Truck pushes hard on the armored car, ramming

its rear bumper, FORCING it forward.

OMITTED

INT. ARMORED CAR -- NIGHT

The Driver watches the Truck fill his rear view. Shotgun

Swat pickB up the radio.

SHOTGUN SWAT

We've got company back here-

EXT. LOWER FIFTH AVENUE — NIGHT

A SECOND TRUCK SMASHES into the SWAT van at the head of the

convoy, SMASHING it through the concrete barriers and INTO

THE RIVER. The truck is branded "LAUGHTER" but and "S" has

been spayed at the front to make "SLAUGHTER" with "HA, HA,

HA" all over the side...

The Joker ' s Truck DODGES between the support columns and

into the oncoming lane- pulls alongside the armored car.

The Driver looks over. The cargo door on the truck slides

open. Inside, the Joker, holding a machine gun.

The armored car LOCKS up its brakes, but the garbage truck

pushes it forward as the Joker fires- BULLETS slamming into

the side of the vehicle-

INT . REAR CABIN, ARMORED CAR — CONTINUOUS

Dent is calm as the SWATS FLINCH from the bullet

indentations-

INT. UP FRONT , ARMORED CAR — CONTINUOUS

Shotgun SWAT STARES at the Joker.

INT. REAR TRAILER OF TRUCK — NIGHT

The Joker drops his machine gun and picks up and RPG. He

stops- SEES something up ahead, racing towards the second

truck- the BATMOBILE. The Joker stares, fascinated, as-

EXT. LOWER FIFTH — CONTINUOUS

-THE BATMOBILE PLOWS STRAIGHT INTO THE SECOND TRUCK- the

low-profile car sending the truck UP INTO THE CONCRETE

CEILING- the Batmobile carries on through, as the TRUCK

DISINTEGRATES .

INT. TRUCK — NIGHT

The Joker looks back to the batmobile, amused.

JOKER’S THUG

Is that him-?

THE JOKER

Anyone could be driving that thing-

stay on Dent.

The Joker lines up his RPG and prepares to fire-

INT. ARMORED CAR — CONTINUOUS

Shotgun SWAT 1 s eyes go wide at the Joker ’ s weapon- the

Driver JAMS the brakes-

OMITTED

EXT. LOWER FIFTH — CONTINUOUS

The Armored Car CRASHES BACK against the Garbage Truck,

BRAKING, SCRAPING, SLOWING just enough- the RPG SLAMS into

the SQUAD CAR in front of them and EXPLODES- the armored

car BURSTS through the fireball and continues .

OMITTED

EXT. LOWER FIFTH

CONTINUOUS

The Batmobile SPINS around to rejoin the pursuit.

INT. JOKER’S TRUCK — NIGHT

The Joker turns his men to RELOAD his RPG-

THE JOKER

Do me up-

Turns back- levels his RPG out the window. Aims.

INT. BATMOBILE — NIGHT

Batman watches as the Joker prepares to fire. Several rows

of cars separate them. He toggles the afterburner.

INT. PASSENGER CAR — NIGHT

Two small children in the back of the car watch as the

Batmobile ROCKETS overhead.

EXT. LOWER LEVEL STREET — NIGHT

The Joker steadies the RPG and FIRES- the Batmobile CRASHES

down into the open space between the two vehicles- taking

the hit from the RPG which EXPLODES-

The rear of the Batmobile EXPLODES- SPINNING the FLAMING

car-

INT . ARMORED CAR — NIGHT

SWATS react to the EXPLOSION. Dent is calm.

INT. CAB OF JOKER'S TRUCK — CONTINUOUS

The Driver takes a DEBRIS HIT to the head-

INT . TRUCK — CONTINUOUS

The Joker CACKLES with delight as he is THROWN AROUND the

rear of the trailer-

INT. BATMOBILE — CONTINUOUS

Batman WRESTLES the pod controls, SPINNING on the GYRO-

EXT. LOWER LEVEL STREET — CONTINUOUS

The Batmobile flips over to come to rest in a smoking heap-

the front end intact, rear wheels scattered across the

roadway. A small crowd gathers.

OMITTED

EXT. LOWER LEVEL STREET — CONTINUOUS

The Joker JUMPS down from the truck, still giggling like a

kid- looks back at the Batmobile ' s destruction-

THE JOKER

Whoever he was... he ain't now.

The Joker YANKS his dead driver out of the cab, JUMPS over

him to take the wheel and pull back onto the roadway.

EXT. LOWER LEVEL STREET — CONTINUOUS

The armored car pulls ahead, the Joker's truck in hot

pursuit .

INT. ARMORED CAR — CONTINUOUS

Shotgun SWAT glances in the rear view mirror, slaps the

dash-

SHOTGUN SWAT

Let ' s get topside- we need that air

support 1

EXT. LOWER LEVEL STREET — CONTINUOUS

The armored car PULLS onto a RAMP, heading up. The Joker's

Truck follows.

EXT. LOWER LEVEL STREET — CONTINUOUS

People stare at the smoking wreck, inching closer...

INT. BATMOBILE — CONTINUOUS

Batman adjusts his position. Hits a button-

BATMOBILE VOICE

Damage catastrophic. Initiate

eject and self-destruct.

Arm guards GRAB Batman ' s forearms as EXPLOSIVE BOLTS FIRE

all around the pod...

BATMOBILE VOICE ( 0 . S . ) ( CONT ' D )

Goodbye.

EXT. LOWER LEVEL STREET — CONTINUOUS

The crowd JUMPS- PANELS of the front of the car BLOW OUT-

The crowd stares, OPEN-MOUTHED, as Batman EMERGES, HOISTED

UP AND OUT of the flaming car by the FRONT POD- LEVERING

OVER the FRONT WHEEL... the pod PUSHES the OTHER WHEEL IN

FRONT to form a type of MOTORCYCLE-

The BAT-POD SHOOTS FORWARD, bursting free as the Batmobile

DETONATES, DYING in a MASSIVE FIREBALL... Batman's cape

SUCKS TOGETHER, forming a TIGHT PACK on his shoulders,

clear of the CHURNING REAR TIRE of the bat-pod...

EXT. PARKSIDE — CONTINUOUS

The armored car races down the street- the CHOPPER dips

low.

PILOT (O.S.)

We're back on point- and ready to

give some of their own medic ine-

INT. POLICE CHOPPER — CONTINUOUS

A Cop pulls out an ASSAULT RIFLE. COCKS it-

INT. CAB OF JOKER'S TRUCK — CONTINUOUS

The Joker FIGHTS with the truck's gearbox, turns to his

Thug-

THE JOKER

Tee 'em up .

The Thug GRABS his radio.

EXT. FIRE ESCAPE — CONTINUOUS

A Joker Thug in clown mask loads up the cable gun seen in

the bank heist.

EXT. SECOND FIRE ESCAPE — CONTINUOUS

Another thug loads his own cable gun...

INT. PASSENGER CAR, LOWER LEVEL STREET — NIGHT

A motorist stares through his rear-view mirror, transfixed,

as the bat-pod TEARS past. He YELPS as the bat-pod SMASHES

the wing mirror from his car.

EXT. LOWER LEVEL STREET — NIGHT

Batman accelerates, oblivious to the STACCATO of CLEAVED

wing mirrors as the bat-pod RAZORS through traffic- CROSSES

a BUSY INTERSECTION- The bat-pod CUTS off the crowded

lower level street, ROARING over into the PARKING LANES-

Batman squeezes his triggers- BLASTING at PARKED CARS,

BLOWING them out of the way, literally CANNONING A PATH for

the pod. . .

OMITTED

EXT. TRAIN STATION — CONTINUOUS

The Bat-Pod CANNONS through the glass doors and RACES

through the station/mall- COMMUTERS screaming and diving

out of the way-

The Bat-Pod races up the stairs and onto the upper street-

EXT. PARKS IDE — CONTINUOUS

The Joker’s Thugs FIRE THE CABLES ACROSS THE STREET AT

SEVENTH FLOOR LEVEL. . . they pull TAUT as the Chopper

approaches, unawares... the Chopper CATCHES on the cables,

GOING DOWN in a FIERY BALL that BARRELS along the street

towards the armored car . . .

INT. ARMORED CAR — CONTINUOUS

The Driver steers around the flaming wreckage as the

Shotgun SWAT SHUTS HIS EYES-

EXT. NARROW ALLEY — CONTINUOUS

The Bat-pod TEARS down a narrow alley blocked with

DUMPSTERS- CANNONS the dumpsters to make a path-

INT. OMITTED

INT. CAB OF JOKER’S TRUCK — NIGHT

The Joker hands the wheel to his man- takes, a submachine

gun-

Boss?

THUG

The Joker looks ahead to see the Bat-pod emerge from the

alley in a cloud of fire, SKIDDING SIDEWAYS IMPOSSIBLY- it

RACES TOWARDS THEM-

THE JOKER

Guess it was him.

EXT. PARKSIDE — NIGHT

The Bat-pod RACES straight at the Joker's truck- FIRES A

HARPOON at the Joker's truck- it IMPACTS low, below the

bumper-

INT. TRUCK — CONTINUOUS

The Joker’s Thug DUCKS, then comes back up, beaming.

JOKER'S THUG

He missed 1

EXT. PARKSIDE — CONTINUOUS

Batman SWERVES past the Joker's truck, SLALOMS, wrapping

the CABLES around a LAMP POST, SPINNING to a halt to

watch . . .

EXT. PARKSIDE — CONTINUOUS

The cable goes TAUT, RIPPING one post from its foundation-

the TRUCK'S FRONT WHEELS CATCH, FLIPPING IT END OVER END...

The Joker crawls from the wreckage. He jumps over the

median and starts waving his pistol at oncoming traffic.

Batman GUNS the bat-pod and rides it up and over the

median.

INT. ARMORED CAR — NIGHT

The Driver slows the car, pulls to the side.

SHOTGUN SWAT

What the hell are you doing?

EXT. PARKSIDE — NIGHT

The Joker walks towards the Bat-pod, which SPEEDS towards

him. He is FIRING his gun RANDOMLY at the oncoming

traffic.

THE JOKER

Hit me. Come on. Hit me.

Batman watches as the Joker holds out his arms. Waiting

for impact. There is no room to go around him.

Batman LOCKS UP THE BRAKES.

The Joker watches as Batman DUMPS the bike, rather than

smashing into him. Batman SLAMS into the wall.

The Joker's thug reach Batman first. He is unconscious.

The first Thug pulls at the mask. An ELECTRIC SHOCK from

the bat-suit THROWS him back. The Joker LAUGHS. Flicks

his switchblade. Crouches-

VOICE (O.S.)

Drop it.

THE JOKER

Just give me a second.

The gun is COCKED. The Joker drops the knife. Sits.

Looks back. Behind them is the armored car. The man

standing over him is the Driver. He pulls off his helmet.

It's JIM GORDON. Back from the dead.

GORDON

We got you, you son of a bitch.

INT. ARMORED CAR — MOMENTS LATER

Dent looks up as the door swings open to reveal Gordon.

Dent GRINS.

DENT

Lieutenant, you do like to play it

pretty close to the chest...

GORDON

We got him, Harvey.

Dent nods . Respect in his eyes . They shake hands .

EXT. PARKS IDE — NIGHT

A small army of cops have sealed off the roadway. Gordon

pulls away in the squad car containing the Joker.

REPORTERS clamor for an interview with Dent, who is being

helped out of the van by the SWATS. Ramirez pushes through

the pack, shoving reporters aside.

RAMIREZ

Let him be I He's been through

enough-

Dent follows Ramirez to a squad car- Wuertz is in the

driver's seat. Dent smiles at Ramirez as she opens the

rear door.

DENT

Thanks, detective- I've got a date

with a pretty upset fiancee.

RAMIREZ

I figured, counselor.

Ramirez shuts the door on Dent. Signals Wuertz to pull

out.

I NT. HOLDING, MCU, GOTHAM CENTRAL — NIGHT

The Joker sits in a holding cage. His makeup has run, his

clothes a mess- but his calm lends him an odd dignity.

COPS SMASH their night sticks against the bars near the

Joker's head. The Joker does not flinch.

GORDON

Stand away l All of you. I don't

want anything for his mob lawyer to

use, understand? Handle this guy

like he's made of glass.

The Mayor walks in. Shakes Gordon's hand.

MAYOR

Back from the dead.

GORDON

I couldn't chance my family's

safety.

The Mayor looks over at the Joker in his cage.

MAYOR

What do we got?

GORDON

Nothing . No matches on prints,

DNA, dental. Clothing iB custom,

no labels. Nothing in his pockets

but knives and lint. No name, no

other alias... nothing.

MAYOR

Go home, Gordon. The clown'll keep

till morning. Get some rest-

you're going to need it. Tomorrow,

you take the big job.

(off look)

You don't have any say in the

matter.

(louder, for all)

Commissioner Gordon.

The cops in M.C.U. start CHEERING.

EXT. GORDON HOME — NIGHT

Gordon rings the bell. Barbara answers it, dressed in

black .

GORDON

I couldn't tell you. I couldn't

risk-

She SLAPS Gordon. He grabs her, holds her tight as Bhe

sobs .

INT. HOLDING, MCU, GOTHAM CENTRAL — NIGHT

The Joker's men are processed. In the harBh light, the men

look a little ridiculous in their clown make-up. DETECTIVE

MURPHY turns to Stephens.

DETECTIVE

Look at these ugly bastards.

One of the men, walks over, clutching at his belly.

PAT THUG

I don't feel good.

DETECTIVE MURPHY

You're a cop killer. You're lucky

to be feeling anything below the

neck.

Alone in hie cage, the Joker smiles at this.

INT. KIDS' BEDROOM, GORDON HOME — NIGHT

Gordon crouches by his son's beside. He reaches out to

touch James Jr's cheek. James's eyes open. Staring at his

dad as if still dreaming.

JAMES

(whispers)

Did Batman save you, dad?

Gordon looks at his son. A little pride seeps in.

GORDON

Actually, this time I saved him.

Gordon ' s phone rings-

INT. MAJOR CRIMES UNIT, GOTHAM CENTRAL — NIGHT

Gordon PUSHES through the swarm of detectives crowded into

the observation room. The Joker can be seen through the

glass, as well as on a large MONITOR. Sitting there.

Calm.

GORDON

Has he said anything, yet?

Ramirez shakes her head. Gordon PUSHES through a door...

INT. INTERROGATION, MCU, GOTHAM CENTRAL — NIGHT

The Joker, in near darkness. Gordon walks in. Sits.

THE JOKER

Evening, Commissioner.

GORDON

Harvey Dent never made it home.

THE JOKER

Of course not.

GORDON

What have you done with him?

THE JOKER

( laughs )

Me? I was right here. Who did you

leave him with? Your people?

Assuming, of course, that they are

your people not Mar on i 1 s . . .

(off look)

Does it depress you, Lieutenant, to

know how alone you are?

Gordon can't help glancing at the mounted CAMERA.

THE JOKER (CONT'D)

Does it make you feel responsible

for Harvey Dent’s current

predicament?

GORDON

Where is he?

THE JOKER

What time is it?

GORDON

What difference does that make?

THE JOKER

Depending on the time, he might be

in one spot.

(smiles)

Or several.

Gordon stands. Movsb to the Joker, undoes his handcuffs.

GORDON

If we're going to play games, I’m

going to need a cup of coffee.

THE JOKER

The good cop, bad cop routine?

Gordon pauses, hand on the doorknob.

GORDON

Not exactly.

Gordon steps out. The overhead lights COME ON. BATMAN IS

BEHIND HIM. The Joker BLINKS in the HARSH WHITE LIGHT.

WHAM! The Joker's face HITS the table- comes up for air—

CRACK! CRACK 1 To the head. Batman is in front of him.

The Joker stares, fascinated. Bleeding.

THE JOKER

Never start with the head... victim

gets fuzzy. Can’t feel the next-

CRACK! Batman's fist SMACKS down on the Joker’s fingers.

THE JOKER (CONT'D)

(calm)

See?

BATMAN

You wanted me. Here I am.

THE JOKER

I wanted to see what you'd do. And

you didn't disappoint...

( laughs )

You let five people die. Then you

let Dent take your place. Even to

a guy like me... that's cold-

BATMAN

Where’s Dent?

THE JOKER

Those mob fools want you gone so

they can get back to the way things

were. But I know the truth-

there’s no going back. You've

changed things . Forever .

BATMAN

Then why do you want to kill me?

The Joker starts LAUGHING. After a moment he's laughing so

hard it sounds like SOBBING.

THE JOKER

Kill you? I don't want to kill

you. What would I do without you?

Go back to ripping off Mob dealers?

No you . . .

(points)

You . Complete . Me .

BATMAN

You're garbage who kills for money.

THE JOKER

Don't talk like one of them- you're

not, even if you'd like to be. To

them you're a freak like me... they

just need you right now.

He regards Batman with something approaching pity.

THE JOKER (CONT’D)

But as soon as they don’t, they'll

cast you out like a leper.

The Joker looks into Batman’s eyes. Searching.

THE JOKER (CONT'D)

Their morals, their code... it’s a

bad joke. Dropped at the first

sign of trouble. They’re only as

good as the world allows them to

be. You'll see- I'll show you...

when the chips are down, these

civilized people... they’ll eat

each other.

(grins)

See, I'm not a monster... I’m just

ahead of the curve.

Batman GRABS the Joker and pulls him upright.

INT. OBSERVATION ROOM, MCU, GOTHAM CENTRAL — NIGHT

One of the Detectives moves for the door. Gordon stops

him.

GORDON

He's in control.

INT. INTERROGATION ROOM, MCU, GOTHAM CENTRAL — NIGHT

Batman HOISTS the Joker up by the neck.

BATMAN

Where's Dent?

THE JOKER

You have these rules. And you

think they'll save you.

BATMAN

I have one rule.

THE JOKER

Then that's the one you’ll have to

break. To know the truth.

BATMAN

Which is?

THE JOKER

(smiles)

The only sensible way to live in

thiB world is without rules.

Tonight you're going to break your

one rule . . .

Batman leans in to the Joker.

BATMAN

I'm considering it.

THE JOKER

There are just minutes left- so,

you'll have to play my little game

if you want to save...

(with relish)

...one of them.

BATMAN

Them?

THE JOKER

For a while I thought you really

were Dent, the way you threw

yourself after her-

Batman DROPS the Joker- RIPS up a bolted— down chair-

INT. OBSERVATION ROOM, MCU, GOTHAM CENTRAL — NIGHT

Gordon MOVES for the door-

INT. OBSERVATION ROOM, MCU — CONTINUOUS

Batman JAMS the chair under the doorknob- PICKS up the

Joker and HURLS him into the two-way glass. The glass

SPIDERS .

INT. INTERROGATION ROOM, MCU, GOTHAM CENTRAL — NIGHT

The Joker, bleeding from nose and mouth, LAUGHS at Batman.

THE JOKER

Look at you go... does Harvey know

about you and his-?

The Joker SMASHES into the wall- SLIDES to the floor.

Batman stands over him, a man possessed-

BATMAN

WHERE ARE THEY? 1

He GRABS the Joker, holding him close-

THE JOKER

Killing is making a choice...

Batman PUNCHES the Joker across the face. HARD.

BATMAN

WHERE ARE THEY? I

The Joker FEEDS off Batman's anger. Loving it.

THE JOKER

...you choose one life over the

other. Your friend, the district

attorney. Or his blushing bride-

to-be .

Batman PUNCHES the Joker again. The Joker LAUGHS.

THE JOKER (CONT'D)

You have nothing. Nothing to

threaten me with. Nothing to do

with all your strength...

(spits a tooth)

But don't worry, I'm going to tell

you where they are. Both of them,

and that's the point- you'll have

to choose.

The Batman stares at the Joker...

THE JOKER (CONT’D)

He's at 250 52nd Boulevard. And

she's on avenue X at Cicero.

Batman DROPS him.

INT. OBSERVATION ROOM, MCU, GOTHAM CENTRAL — NIGHT

Batman RACES past Gordon.

GORDON

Which one are you-

BATMAN

Dent knew the risks .

Gordon looks back- the Joker is bloody, but grinning.

EXT. MCU, GOTHAM CENTRAL — NIGHT

Several cops see Batman climb onto the bat-pod and TEAR

off.

EXT. STREETS, GOTHAM — NIGHT

Batman SWERVES into oncoming traffic, CHAOS in his wake.

EXT. GOTHAM CENTRAL — NIGHT

Gordon and his men SCRAMBLE into their cars...

INT. BASEMENT APARTMENT — NIGHT

Black.

RACHEL (O.S.)

Can anyone hear me?

Harvey Dent opens his eyes. He’s bound to a chair in a

dingy, unfurnished basement apartment.

DENT

Rachel? Rachel is that you?

RACHEL (O.S.)

(sobbing)

Harvey. You're OK. I thought...

Her voice is coming from a speakerphone on the floor.

DENT

It's OK, Rachel. Everything's

going to be just fine.

He looks around. Behind him, metal BARRELS, hooked up to

car battery, with a TIMER counting down: five minutes.

INT. INTERROGATION ROOM, MCU, GOTHAM CENTRAL — NIGHT

The Joker sits, smiling, content. Stephens guards the

door.

THE JOKER

I want my phone call.

STEPHENS

That's nice.

THE JOKER

How many of your friends have I

killed?

STEPHENS

I'm a twenty year man. I can tell

the difference between punks who

need a little lesson in manners,

and the freaks like you who would

just enjoy it.

(quiet)

And you killed six of my friends.

INT. HOLDING AREA, MCU, GOTHAM CENTRAL — NIGHT

The Fat Thug shuffles to the bars, where a COP stands

guard .

FAT THUG

(agony)

Please. My insides hurt.

COP

Step away from the bars.

FAT THUG

The boss said he would make the

voices go away. He said he would

go inside and replace them with

bright lights. Like Christmas.

COP

That's great. Please step-

The Fat Thug COLLAPSES. The Cop grabs his radio.

INT. WAREHOUSE — NIGHT

Rachel is bound to a chair. Behind her are barrels

identical to the ones behind Dent.

DENT (O.S.)

Can you move your chair?

RACHEL

No. Harvey, we don't have much

time-

The timer connected to the bomb reads 2 . 47 ... 2 . 46 ...

INT. BASEMENT APARTMENT — NIGHT

Dent DRAGS his chair, inching closer to the barrels.

DENT

Look for something to free

yourself.

The chair JAMS against a ridge in the floor. Dent STRAINS

to reach the timer. Inches shy.

RACHEL (O.S.)

They said only one of us was going

to make it. That they'd let our...

(pause)

Our friends choose . . .

Dent strains... THE CHAIR, AND DENT, TOPPLE OVER- KNOCKING

OVER A BARREL.

RACHEL (O.S.) (CONT'D)

Harvey? What 1 s happening?

Dent, one side of his face pressed against the bare floor,

watches the open barrel SPEW DIESEL FUEL around him-

DENT

Nothing. I’m trying to...

Dent contorts his head to keep from swallowing any.

EXT. STREETS, GOTHAM — NIGHT

The bat -pod SKIDS SIDEWAYS, WHEELS FLIPPING as the gyro

keeps Batman upright on the tumbling bike- it comes to

rest- guns lined up with a fire exit- BLOWS the door off

its hinges- JUMPS off the bike-

EXT. 5 2ND STREET, GOTHAM — NIGHT

Gridlock. Gordon SWERVES onto the sidewalk.

SCATTER.

INT. INTERROGATION ROOM, MCU, GOTHAM CENTRAL

The Joker sits like a kid kept after class.

THE JOKER

You know why I use a knife,

Detective? Guns are too quick.

You don ' t get to savor all the

little emotions. See, in their

last moments, people show you who

they really are...

Stephens trieB hard to ignore him. It isn't

THE JOKER (CONT’D)

So, in a way, I knew your friends

better than you ever did.

(smiles)

Would you like to know which of

them were really cowards?

STEPHENS

(rolls up sleeves)

I know you're going to enjoy this.

But I'm going to enjoy it more.

Stephens PUNCHES the Joker in the gut.

INT. BASEMENT APARTMENT — NIGHT

Dent is half submerged in diesel fuel.

RACHEL

Harvey, in case... I want you to

know something. . .

Dent CHOKES, his emotions overwhelming him.

DENT

Don't think like that, Rachel.

They ' re coming for you .

RACHEL

I know, but I don't want them to..

People

— NIGHT

He smiles .

working .

INT. WAREHOUSE

NIGHT

Rachel looks at the timer. Ten seconds left.

RACHEL

I don't want to live without you.

Because I do have an answer, and my

answer is yes...

INT. HOLDING AREA, MCU, GOTHAM CENTRAL — NIGHT

A MEDIC CUTS away the Fat Thug's shirt- his belly has large

INCISION, which has been closed with crude looking

STITCHES-

MEDIC

He ' s got some kind of . . .

contusion. . .

A RECTANGULAR SHAPE is visible under the skin above his

navel.

INT. DETECTIVE'S ROOM, MCU, GOTHAM CENTRAL — NIGHT

Stephens shuffles out into the room, a piece of BROKEN

GLASS held to his THROAT by the Joker. Cops draw their

weapons .

STEPHENS

This is my own damn fault. Just

shoot him.

DETECTIVE MURPHY

What do you want?

THE JOKER

I want my phone call.

The Detectives look at each other. One of them pulls out

his cell phone. TOSSES it to the Joker, who begins to

dial.

INT. HOLDING AREA, MCU, GOTHAM CENTRAL — NIGHT

The Medic gingerly PRESSES the rectangle. It illuminates,

a soft blue light visible through the skin.

COP

Is that a. . . phone ?

INT. DETECTIVE'S ROOM, MCU, GOTHAM CENTRAL — NIGHT

The Joker presses SEND. At the end of the room, the door

to the holding area EXPLODES-

INT. HALLWAY, TENEMENT — NIGHT

Batman SPRINTS down the hall- stops at a door- KICKS it-

EXT. 5 2ND STREET, GOTHAM — NIGHT

Cars PULL UP- Gordon gets out, carrying a fire ax-

INT . HALLWAY, TENEMENT — NIGHT

Batman KICKS- the door gives- Batman SMASHES it open-

INT. BASEMENT APARTMENT — NIGHT

. . . Batman BURSTS through the door- Dent looks up in horror-

DENT

NO l Not me... Why did you come for

me? 1

Batman STARES at Dent. The Joker lied. The counter hits 5

seconds. Batman DRAGS Dent out- Dent FIGHTS to stay-

DENT (CONT'D)

RACHEL 1

RACHEL (O.S.)

Harvey? Harvey , it's okay...

DENT

RACHEL l 1 l

EXT. 5 2ND STREET, GOTHAM — NIGHT

Gordon, axe in hand, RUNS towards the entrance-

INT. WAREHOUSE — NIGHT

Rachel can hear Dent. The counter runs out.

RACHEL

(calm)

Somewhere -

AN EXPLOSION. ALL-CONSUMING.

EXT. 52ND STREET , GOTHAM — NIGHT

The BLAST HURLS Gordon backward onto the hood of his car-

THE ENTIRE WAREHOUSE IS AN ENORMOUS EXPLOSION-

INT. BASEMENT APARTMENT — NIGHT

Batman wraps his cape around Dent and hurls them both

through the door. Dent is SCREAMING-

EXT. 5 2ND STREET, GOTHAM — NIGHT

Gordon picks himself up. The warehouse is an inferno. He

heads for it anyway. Five of his men have to RESTRAIN HIM.

EXT. ALLEYWAY, GOTHAM — NIGHT

A SECOND EXPLOSION- Batman COVERS Dent as the FIREBALL HITS

them- IGNITING the diesel soaking Dent's left side- he

starts BURNING. And stops screaming. Batman ROLLS Dent on

the wet pavement... Dent SIZZLES. Silent.'

INT. SPECIAL HOLDING AREA, MCU, GOTHAM CENTRAL — NIGHT

The Joker walks to the bars of another cell. Grins.

THE JOKER

Hello there.

In his cell. Terrified. Lau.

EXT. AMBULANCE — CONTINUOUS

Dent is wheeled into an ambulance, bandages held to his

face. His one visible eye STARES . BLANKLY oblivious to the

panic-

EXT. 5 2ND STREET — CONTINUOUS

Gordon watches the fire. DEBRIS blows across the asphalt.

Gordon picks up two pieces: SINGED JOKER CARDS. In place

of the Joker's face is a PHOTO OF LAU. A POLICE SERGEANT

approaches .

SERGEANT

Dent's alive, Jim. Just. But back

at M.C.U.... the Joker's gone...

With Lau?

GORDON

(the Cop nods)

The Joker planned to be caught. He

wanted me to lock him up in M.C.U..

EXT. STREET , DOWNTOWN GOTHAM — DAWN

A squad car BLAZES down the street. The Joker sticks his

head out the window like a dog, feeling the wind. . .

INT. KITCHEN, WAYNE PENTHOUSE — DAWN

Alfred sits at a table reading the letter from Rachel.

RACHEL (V.O.)

Dear Bruce, I need to explain . . .

EXT. 52ND STREET — DAWN

Water. Smoldering blackness. The FIRE CREWS extinguish

the last flames of the devastated building. A FIREMAN

nudges his COLLEAGUE, pointing out something in the

devastation. . .

RACHEL

...I need to be honeat and clear.

I ‘m going to marry Harvey Dent. . .

INT. INTENSIVE CARE UNIT — DAWN

Glimpses of Dent’s damaged face as SURGEONS surround him.

RACHEL (V.O.)

I love him, I want to spend the

rest of my life with him . . .

EXT. 5 2ND STREET — DAWN

The Firemen watch a statue-like figure amidst the charred

ruins. The Batman.

RACHEL (V.O.)

When I told you that if Gotham no

longer needed Batman we could be

together, I meant it...

INT. MCU , GOTHAM CENTRAL — DAY

Gordon surveys the wreckage of MCU. The bodies.

RACHEL (V.O. )

But I 'm not sure the day will

come. . .

EXT. 5 2ND STREET — DAWN

Batman bends to the ground on one knee, his black glove

spread against the smoldering debris.

RACHEL (V.O.)

...when you no longer need Batman.

I hope it does , and if it does I

will be there. . .

He spots something. DENT'S TWO-HEADED COIN. Blackened,

SCARRED. Batman turns it over. The other side is

PRISTINE.

INT. KITCHEN, WAYNE PENTHOUSE — DAWN

Alfred reads.

RACHEL (V.O.)

. . .but as your friend . I 'm sorry

to let you down . . .

INT. HOSPITAL ROOM — DAWN

Dent, heavily bandaged, hooked up to various machines.

Batman stands at the foot of his bed. Watching.

RACHEL

If you lose your faith in me,

please keep your faith in people . . .

BATMAN

I'm sorry, Harvey.

Batman puts DENT'S DAMAGED COIN on the bedside table.

INT. KITCHEN, WAYNE PENTHOUSE — CONTINUOUS

RACHEL (V.O.)

Love, now and always, Rachel.

Alfred finishes the letter. Tears in his eyes, he folds it

back into its envelope. Places it on the breakfast tray.

INT. WAYNE PENTHOUSE

DAWN

Alfred moves through the silent space, stepping past the

cowl and gauntlets lying on the cold marble. He approaches

Wayne, half-undressed, slumped in a chair watching Gotham.

ALFRED

I prepared a little breakfast.

Nothing. Alfred sets down the tray. The envelope is

propped against the silver teapot.

ALFRED (CONT'D)

Very well.

WAYNE

Alfred?

ALFRED

Yes, Master Wayne?

Wayne turns, a desperate look in his eye.

WAYNE

Did I bring this on us? On her? I

thought I would inspire good, not

madness-

ALFRED

You have inspired good. But you

spat in the face of Gotham's

criminals- didn't you think there

might be casualties? Things were

always going to have to get worse

before they got better.

WAYNE

But Rachel, Alfred...

ALFRED

Rachel believed in what you stood

for. what we Btand for.

Wayne looks up at Alfred. Alfred picks up the cowl.

ALFRED (CONT’D)

Gotham needs you.

WAYNE

Gotham needs its hero. And I let

the Joker blow him half to hell-

ALFRED

Which is why for now, they'll have

to make do with you.

Alfred hands him the cowl. Wayne looks at him.

WAYNE

She was going to wait for me. Dent

doesn't know. He can never know...

Alfred glances at the envelope. Takes it off the tray.

WAYNE (CONT'D)

What's that?

ALFRED

It can wait.

Alfred puts the envelope in his pocket.

WAYNE

That bandit, in the forest in

Burma... Did you catch him?

(Alfred nods)

How?

ALFRED

(uneasy)

We burned the forest down.

EXT. DOWNTOWN GOTHAM — DAY

A national guard helicopter ROARS over Gotham General.

INT. HOSPITAL ROOM — DAY

Dent. Bandaged. Sedated. Corning up for air. Sees

something on the table: his coin. He fumbles for it,

marvelling at its shiny face. Remembering.

INSERT CUT: RACHEL CATCHES THE COIN .

Dent turns the coin over. The other side is devastated.

He STARES at the scarred face. Starts ripping his

bandages .

INT. WAYNE PENTHOUSE — DAY

Alfred comes up to Wayne. Points him to the TV.

ALFRED

You need to see this.

On screens Engel , in his studio, addresses the camera.

ENGEL

...he's a credible source - an A and

M lawyer for a prestigious

consultancy . He says he's waited

as long as he can for the Batman to

do the right thing. . .

The shot cuts to REESE, nodding.

ENGEL (CONT'D)

Now he's taking matters into his

own hands. We’ll be live at five

with the true identity of the

Batman, stay with us...

INT. HOSPITAL ROOM — CONTINUOUS

Gordon ENTERS. Dent STARES to one side. He looks normal.

GORDON

I'm sorry about Rachel.

(nothing)

The Doctor says you're in agonizing

pain but you won't accept

medication. That you're refusing

skin grafts-

DENT

Remember the name you all had for

me when I was at Internal Affairs?

What waB it, Gordon?

GORDON

Harvey, I can't-

DENT

SAY IT!

Dent s anger makes Gordon flinch. He looks away. Ashamed.

GORDON

(small)

Two-face. Harvey two-face.

Dent turns to face Gordon- the left side of Dent ' s face is

DESTROYED- skin blackened and shriveled. Molars visible.

The eye a ball and socket. Dent manages a small smile with

the good side of his face.

DENT

Why should I hide who I am?

GORDON

I . . . I know you tried to warn me .

I'm sorry. Wuertz picked you up-

was he working for them?

< nothing )

Do you know who picked up Rachel?

(nothing)

Harvey, I need to know which of my

men I can trust.

Dent looks at Gordon. Cold.

DENT

Why would you listen to me now?

GORDON

I’m sorry, Harvey.

DENT

No. No you're not. Not yet.

Gordon takes a last look at Dent. Then leaves.

INT. CORRIDOR, HOSPITAL — CONTINUOUS

Gordon steps out. Someone is there. Maroni. On crutches.

Gordon stares at him. Cold. Maroni shifts, awkward.

MARONI

This craziness. This is too much.

GORDON

You should have thought of that

before you let the clown out of the

box.

MARONI

You want him, I can tell you where

he'll be this afternoon.

EXT. ABANDONED DOCKS

DAY

The Chechen gets out of his SUV. Looks at a RUSTED HULK.

The Chechen, bodyguards, and dogs, head up the gangplank.

INT. RUSTED HULK — CONTINUOUS

They pass into a huge hold. In the middle: A BILLION

DOLLARS. The pile is thirty feet high. Standing on top-

the Joker. At his feet, bound, is Lau. The Chechen

laughs .

CHECHEN

Like I say- not so crazy as you

look.

The Joker jumps from the top, slides down the pile.

THE JOKER

I told you- I ' m a man of my word .

(looks around)

Where 1 s the Italian?

The Chechen shrugs. Pulls out a cigar. Lights it.

CHECHEN

More for us. What you do with all

your money, Mr. Joker?

The Joker GRABS a can of GASOLINE from his thug.

THE JOKER

I'm a man of simple tastes. I like

gunpowder . Dynamite . . .

He is SPLASHING gasoline onto the money.

THE JOKER (CONT'D)

. . .gasoline. . .

The Chechen, FURIOUS, steps forwards. The Joker turns.

JABS his gun in the Chechen's face. The Chechen’s

bodyguards REACT. The Joker's men DRAW on them.

THE JOKER (CONT'D)

And you know what they have in

common? They're cheap.

CHECHEN

You said you were a man of your

word.

The Joker PLUCKS the cigar from the Chechen ' s lips .

THE JOKER

I am.

The Joker tosses the cigar at the pile.

THE JOKER (CONT'D)

I'm only burning my half.

The Chechen watches the money catch fire.

THE JOKER (CONT'D)

All you care about is money. This

city deserves a better class of

criminal, and I’m going to give it

to them. This is my town now.

Tell your men they work for me.

•The Joker crouches down to the Chechen's dogs. They GROWL.

CHECHEN

They won't work for a freak.

The Joker takes out a knife. Tosses it to his man.

THE JOKER

Cut him up and offer him to his

little Princes . Let ' s show him

just how loyal a hungry dog is.

The Joker's men GRAB the Chechen.

THE JOKER (CONT'D)

It's not about money. It's about

sending a message...

The Joker watches the towering FLAMES . Lau screams .

THE JOKER (CONT’D)

Everything . Burns .

The Joker pulls out a phone...

INT. TELEVISION STUDIO — DAY

Reese has a confident air. Engel is taking calls.

CALLER 1 ( O.S .)

J wanna how much they're gonna pay

you to say who Batman really is.

REESE

That’s simply not why I’m doing

this .

ENGEL

Caller, you're on the air.

CALLER 2 ( 0 . S . )

Harvey dent didn't want us to give

in to this maniac- you think you

know better than him?

ENGEL

Guy ' s got a point- Dent didn ' t want

Batman to give himself up, is this

the right thing to do?

REESE

If we could talk to Dent now he

might feel different ly-

ENGEL

And we wish him a speedy recovery.

God knows we need him, now. Let’s

take another call-

OLD LADY ( O.S .)

Mr. Reese, what’s more valuable: one

life, or a hundred?

REESE

I guess it would depend on the

life.

OLD LADY (O.S.)

OK. Let's say it's your life. Is

it worth more than the lives of

several hundred others?

REESE

Of course not.

OLD LADY (O.S.)

I 'm glad you feel that way.

Because I've put a bomb in one of

the city's hospitals. It's going

off in sixty minutes unless someone

kills you.

ENGEL

Who is this?

OLD LADY (O.S. )

Just a concerned citizen-

( drops pitch to the

JOKER'S VOICE)

-and regular guy . . .

INT. MAJOR CRIMES UNIT, GOTHAM CENTRAL — CONTINUOUS

Gordon and his men are gearing up to take down the Joker.

A Detective turns up the TV in the bullpen-

THE JOKER (O.S.)

I had a vision. Of a world without

Batman. The mob ground out a

little profit and the police tried

to shut them down , one block at a

time... and it was so... boring.

I've had a change of heart. I

don't want Mr. Reese spoiling

everything , but why should I have

all the fun? Let's grive someone

else a chance...

Reese looks around , twitching. Sweating.

THE JOKER (O.S.) (CONT’D)

If Coleman Reese isn't dead in

sixty minutes, then I blow up a

hospital. Of course, you could

always kill yourself, Mr. Reese.

But that would be the noble thing

to do. And you 're a lawyer.

The line rings off. Engel is speechless.

Gordon turns to the uniform COPS.

GORDON

Call in every officer- tell them to

head to their nearest hospital and

start evac and search. Call the

transit authority, school board,

prisons- get every available bus

down to a hospital- the priority is

Gotham General- wheel everybody out

of that place right now- my hunch

is that's where the bomb is.

DETECTIVE MURPHY

Why?

GORDON

That ' s where Harvey Dent is .

The Uniforms SPRINT off. Gordon turns to his Detectives.

UNIFORMED COP

Where are we going, sir?

On screen: Reese is a deer in the headlights .

GORDON

To get Reese.

INT. WAYNE PENTHOUSE — DAY

Wayne and Alfred move to the elevator.

WAYNE

I need you plugged in, checking

Gordon's men and their families.

ALFRED

Looking for?

WAYNE

Hospital admissions.

ALFRED

Will you be taking the batpod, sir?

WAYNE

In the middle of the day? Not very

subtle, Alfred.

ALFRED

The Lamborghini then.

(watches Wayne go)

Much more subtle.

EXT. GOTHAM STREETS — DAY

Wayne's Lamborghini TEARS through downtown.

INT. HOSPITAL — CONTINUOUS

CHAOS. PATIENTS and STAFF running around. COPS and

TRAFFIC WARDENS try to manage the evacuation. The COPS

stationed outside Dent's room, look around, unsure-

NURSE

Sir, are you going to help? I

Two Cops move to help wheel gurneys around the corner.

OMITTED

INT. LOBBY, TELEVISION STUDIO — DAY

Gordon and his men escort Reese out of the elevator- Engel

follows with a camera crew. As they approach the glass

doors Gordon looks out at an angry crowd.

ENGEL

Commissioner? I You really think

someone would try to-

Gordon SPOTS an OLD MAN raising a PISTOL- Gordon THROWS

Reese to the ground as SHOTS SHATTER the laminated glass of

the lobby. The Crowd SURGES in all directions-

GORDON

Get the cars around back!

Gordon hauls Reese to the stairwell.

INT. LAMBORGHINI — CONTINUOUS

Wayne SLOWS past the chaos outside the television station.

WAYNE

I saw O'Brien and Richards...

INT. BAT-BUNKER — CONTINUOUS

Alfred types at the computer station.

ALFRED (O.S.)

Nothing on them. No immediate

family members admitted to a Gotham

hospital .

INT. STAIRWELL, TELEVISION STUDIO — CONTINUOUS

Gordon pulls the shaken Reese down the stairs...

REESE

(shaken)

They're trying to kill me.

and into a police VAN —

INT. POLICE VAN — CONTINUOUS

Gordon throws Reese in the back. Smiles.

GORDON

Well, maybe Batman will save you.

The van PEELS out. Heads onto the streets.

EXT. HOSPITAL — CONTINUOUS

Cops load patients onto BUSES. A TV van pulls up, Engel

and his Cameraman jump out. One of Dent's guards, POLK,

looks into a SCHOOL BUS. Turns to the Cop loading it.

POLK

Okay, don't put anyone else on.

(gets on radio)

Davis, I got space, bring him out.

(no answer)

Davis?

Polk heads back towards the hospital, against the flow.

INT. LAMBORGHINI — CONTINUOUS

Wayne trails the police van from a distance.

WAYNE

I saw Burns and Zachary... and a

patrolman I don't know.

ALFRED (O.S. )

Burns is clean — Zachary. . .

WAYNE

There ' s at least one I don ' t know-

send the information to Gordon-

INT. POLICE VAN

CONTINUOUS

Gordon's phone BEEPS. He looks at a text: WATCH OUT. COPS

WITH RELATIVES IN GOTHAM HOSPITALS- BURKE, RAMIREZ , TILL...

INT. DENT'S HOSPITAL ROOM -- CONTINUOUS

Polk enters the room. No Davis. Just a REDHEADED NURSE,

back towards him, reading Dent's chart.

POLK

Ma'am, we're going to have to move

him, now.

(nothing)

Ma ' am?

The Redhead TURNS- it iB the Joker, silenced pistol in

hand. He FIRES.

EXT. GOTHAM STREETS — CONTINUOUS

The Lamborghini zips around a car to get closer to the van.

INT. POLICE VAN — CONTINUOUS

Gordon is reading his phone: ERIKSON, BERG. Gordon looks

up sharply. Considers the uniformed cop nervously

fingering his shotgun.

GORDON

Berg, isn't it?

The young cop, BERG, looks up. Sweating.

BERG

Commissioner?

GORDON

You okay, son?

Berg nods. Looks at his watch.

INT. HOSPITAL ROOM — DAY

The Joker draws closer to Dent's bed. Dent STRAINS at the

leather cuffs binding him to the bed.

THE JOKER

I don't want there to be any hard

feelings between us, Harvey.

The Joker loosens Dent’s restraints.

THE JOKER (CONT’D)

When you and Rachel were being

abducted I was sitting in Gordon ' s

cage. I didn't rig those charges -

DENT

Your men. Your. plan.

THE JOKER

Do I really look like a guy with a

plan, Harvey? I don't have a

plan. . .

THE JOKER (CONT’D)

The mob has plans, the cops have

plans. You know what I am, Harvey?

Dent's hand is TREMBLING.

THE JOKER (CONT'D)

I'm a dog chasing cars... I

wouldn't know what to do with one

if I caught it. I just do things.

I'm just the wrench in the gears.

I hate plans. Yours, theirs,

everyone ' s . Maroni has plans .

Gordon has plans. Schemers trying

to control their worlds. I'm not a

schemer, I show the schemers how

pathetic their attempts to control

things really are. So when I say

that you and your girlfriend was

nothing personal , you know I 'm

telling the truth. . .

Hands him the pistol. Dent holds it to the Joker's head.

EXT. INTERSECTION, GOTHAM STREETS — CONTINUOUS

Wayne ROARS past a line of traffic to settle in a few cars

back from the police van, sitting at a red light.

INT. LAMBORGHINI — CONTINUOUS

Wayne studies the intersection- spots a PICKUP jostling for

position on the cross street.

INT. POLICE VAN — CONTINUOUS

Gordon watches Berg, mentally tracing the trajectory of his

shotgun barrel as Berg fiddles with his gun. Gordon starts

trying to subtly unholster his own weapon.

GORDON

I'm gonna need your weapoji, son.

Berg looks at Gordon.

BERG

What?

INT. LAMBORGHINI — CONTINUOUS

Wayne watches the driver of the pickup staring intently at

the police van. Lining it up.

INT. POLICE VAN — CONTINUOUS

Reese looks from Berg to Gordon. B&rg looks at Gordon,

trembling, the barrel of his gun inching lower in the car.

BERG

Why? Because my wife ' s iiji

hospital?

GORDON

Yeah. That would be why,

INT. DENT'S HOSPITAL ROOM — CONTINUOUS

The Joker leans in, pressing his he4d to the gun's barrel,

THE JOKER

It ' s the schemers who put

you are. You were a schemer. You

got you.

I took

of gas

iNobody

had plans. Look where it

I just did what I do best-

your plan, and I turned it on

itself. Look what I've dene to

this city with a few drums

and a couple of bullets,

panics when the expected people get

killed. Nobody panics when things

go according to plan, even if the

plan is horrifying. If I tell the

press that tomorrow a gangbanger

will get shot, or a truckload of

soldiers will be blown up, nobody

panics. Because it's all part of

you where

the plan. But when I say that one

little old mayor will die,

everybody loses their minds 1

Introduce a little anarchy, you

upset the established order and

everything becomes chaos. I'm an

agent of chaos. And you know the

thing about chaos, Harvey?

Dent looks into the Joker's eyes. Finding meaning.

THE JOKER (CONT'D)

It ' s fair.

Dent looks down at the coin in his hands . Turns it over

feels it's comforting weight. Shows the Joker the good

side.

DENT

You live.

He turns the coin over. The flip side is deeply SCARRED

DENT (CONT’D)

You die.

The Joker looks at the coin. Looks at Dent, admiringly.

THE JOKER

Now you're talking.

Dent FLICKS the coin into the air . Catches it . Looks .

EXT. INTERSECTION, GOTHAM STREETS — CONTINUOUS

The light turns GREEN. The police van pulls into the

intersection- the pickup GUNS IT, RACING AT IT...

INT. LAMBORGHINI — CONTINUOUS

Wayne FLOORS it, YANKS the wheel to pull up onto the

sidewalk-

INT . POLICE VAN — CONTINUOUS

Berg licks his lips, nervous.

Mr .Reese?

BERG

EXT. INTERSECTION, GOTHAM STREETS — CONTINUOUS

The pickup BARRELS at the van, FULL TILT- at the last

second Wayne's Lamborghini SLIPS alongside the van- the

pickup SMASHES INTO THE LAMB ORGH I N I -

INT. POLICE VAN — CONTINUOUS

As the van JOLTS with the impact Gordon LEAPS forward,

PUSHING UP Berg's shotgun barrel, which FIRES into the

roof- Gordon SMASHES Berg on the head with his sidearm.

EXT. INTERSECTION, GOTHAM STREETS — CONTINUOUS

Gordon ' s men pull the pickup driver from his cab- Gordon

crouches down to the Lamborghini wreck to help pull Wayne

from the car. Gordon recognizes him as he pulls him free.

GORDON

You okay, Mr. Wayne?

Wayne looks at him, woozy. Sits on the curb.

WAYNE

Call me Bruce. I think so.

GORDON

That was a brave thing, you did.

WAYNE

Trying to catch the light?

GORDON

You weren't protecting the van?

Wayne turnB- sees the police van as if for the first time.

Reese steps down, dazed.

WAYNE

Why? Who's in it?

Reese locks eyes with Wayne. Nods. Gordon sizes up Bruce

Wayne and his crushed sports car.

GORDON

You don't watch a whole lot of

news, do you, Mr. Wayne?

WAYNE

(shrugs)

It can get a little intense. Think

I should go to hospital?

GORDON

Not today, I wouldn't.

INT. CORRIDOR, HOSPITAL — CONTINUOUS

The Joker walks calmly through the mostly deserted

building. As he walks he pulls a DETONATOR from his

pocket. Strolling along he PUSHES THE BUTTON... STAGGERED

EXPLOSIONS BURST INTO THE CORRIDOR BEHIND HIM LIKE

DEMOLITION BLASTS... the Joker just walks out the door...

EXT. HOSPITAL — CONTINUOUS

The Joker STROLLS down the steps- WINDOWS BLOW OUT IN

SERIES- People DIVE for cover- Engel PILES into a school

bus-

The Joker walks across the parking lot- THE BUILDING

COLLAPSING BEHIND HIM...

EXT. INTERSECTION, GOTHAM STREETS — CONTINUOUS

Gordon hears the EXPLOSION.

GORDON

Gotham general . . .

(grabs his phone)

Did you get Dent out?

COP (O.S.)

I think so-

EXT. HOSPITAL — CONTINUOUS

The Cop cowers as DEBRIS and SMOKE BLAST across the street-

INT. SCHOOL BUS — CONTINUOUS

The Joker gets onto the bus. Nods at his man at the wheel.

EXT. HOSPITAL — CONTINUOUS

All eyes are on the collapsed building. One school bus

pulls out from the line of other buses . Heads down the

street.

INT. BAR, GOTHAM HEIGHTS

DAY

An empty neighborhood dive, the local DRUNK passed out at

the bar, BARTENDER, watching BREAKING NEWS on the TV.

BARTENDER

Sweet Jesus. D'you see this, Mike?

They blew up a hospital...

Detective Wuertz, at a booth looks up at the TV, bored.

BARTENDER (CONT'D)

Shouldn ' t you be out there , you

know, doing something?

WUERTZ

It's my day off.

The Bartender shuts the register.

BARTENDER

I gotta take a leak, keep an eye on

things, will ya?

The Bartender steps out. The back door OPENS again.

WUERTZ

What? You need me to shake it for-

He TRAILS off as Bomeone sticks a gun in his face: Harvey

Dent. Standing in shadow. He sits.

DENT

Hello.

WUERTZ

Dent, I thought you was... dead...

Dent leans into the light. The left side of his face is

HIDEOUSLY BURNED, cheek gone, blackened teeth and gums.

DENT

Half.

Dent picks up Wuertz' s drink. Takes a SIP. Wuertz watches

the bare muscles RETRACT as Dent SWALLOWS.

DENT (CONT'D)

Who picked up Rachel, Wuertz?

WUERTZ

It must ’ ve been Maroni ’ s men-

Dent SLAMS the glass back on the table- Wuertz FLINCHES.

DENT

You, of all people, are gonna

protect the other traitor in

Gordon's unit?

WUERTZ

I don't know- he'd never tell me,

WUERTZ

(stares at Dent)

I swear to God, I didn't know what

they were gonna do to you-

DENT

Funny, I don't know what's going to

happen to you, either.

Dent pulls his coin from his pocket. FLIPS it. Wuertz

watches it SPIN. It lands on the table. Scarred side up.

The drunk at the bar STIRS at the GUNSHOT.

EXT. GOTHAM GENERAL — DAY

Gordon, manic, surveys the scene with a Cop-

GORDON

You must know how many were inside-

you've got patient lists, roll

calls-

COP

Sir I Sir. Take a look at what

we're dealing with. Cops, National

Guard-

( gestures at buses)

We’re showing 50 missing- but that

building was clear. These buses

are heading off to other hospitals-

my guess is we missed one.

GORDON

Yeah? What's your guess about

where Harvey Dent is?

The cop says nothing.

GORDON (CONT'D)

Keep looking. Keep it to yourself.

INT. FOX'S OFFICE WAYNE INDUSTRIES — DAY

Fox is watching the news. His intercom buzzes.

VOICE (O.S.)

Mr. Fox? Security is showing a

break-in at the R and D department.

INT. CORRIDOR OUTSIDE RESEARCH AND DEVELOPMENT — DAY

Fox watches two security men force the door. He enters

alone.

INT. LAB, RESEARCH AND DEVELOPMENT — DAY

Fox enters the dimly-lit room. At one end is an

extraordinary array of thousands of tiny monitors. Fox

approaches, fascinated, as they quietly display

architectural patterns individually and in concert. The

images become a MAP.

BATMAN (O.S.)

Beautiful. Isn't it?

Fox nods, staring at the monitors as Batman approaches.

FOX

Beautiful. Unethical. Dangerous.

You've turned every phone in the

city into a microphone . . .

Lucius presses a key. The BABBLE of a MILLION

CONVERSATIONS at once fills the room. Every cell phone in

the city.

BATMAN

And high frequency

generator/receiver .

FOX

Like the phone I gave you in Hong

Kong. You took my sonar concept

and applied it to everybody's phone

in the City, With half the city

feeding you sonar you can image all

of Gotham.

(turns to Batman)

This is wrong.

BATMAN

I've got to find this man, Lucius.

FOX

But at what cost?

BATMAN

The database is null-key encrypted.

It can only be accessed by one

person.

FOX

No one should have that kind of

power .

WAYNE

That ' s why I gave it to you . Only

you can use it.

Lucius looks at Batman. Hard.

FOX

Spying on thirty million people

wasn’t in my job description.

Batman points to a TV screen. Fox turns. ON SCREEN:

Joker shakes his head above a graphic "LATEST THREAT"

THE JOKER

What does it take to make you

people want to join in..?

EXT. SITUATION TENT AT GOTHAM GENERAL — CONTINUOUS

Gordon watches a screen. Grave.

TBS JOKER

You failed to kill the lawyer . . .

I've got to get you off the bench

and into the game. So, here it

is. . .

INT. BAR, DOWNTOWN — CONTINUOUS

The bar, packed with business people watches the TV.

SILENT.

THE JOKER

Come nightfall, this city is mine,

and anyone left here plays by my

the

rules. If you don't want to be in

the game , get out now.

Bar patrons start moving... The Joker reaches for the

camera-

THE JOKER (CONT'D)

But the bridge -and- tunnel crowd are

in for a surprise.

CUT TO STATIC. The bar patrons look around, confused.

INT. LAB, RESEARCH AND DEVELOPMENT — CONTINUOUS

Fox turns from the TV to look at Batman.

BATMAN

Trust me.

Fox stares at Batman.

BATMAN (CONT’D)

This is the audio sample.

He plugs a USB dongle into the console. A sample of the

Joker's voice from the call-in news program plays.

BATMAN (CONT'D)

If he talks within range of any

phone in the city, you'll be able

to triangulate his position.

Lucius toggles a menu. The city is an open book- People

working, eating, sleeping. Lucius shakes his head.

BATMAN (CONT'D)

When you've finished, type your

name to switch it off.

FOX

I ' 11 help you this one time . . .

Lucius sits at the console. Batman moves off-

FOX (CONT'D)

But consider this my resignation.

Batman turns. Fox looks at him, serious.

FOX (CONT'D)

As long as this machine is at Wayne

Industries, I won't be.

EXT. VARIOUS LOCATIONS — DUSK

Gothamites POUR out of the city, on foot and by car... the

BRIDGES and TUNNELS are deserted, but for BOMB SQUAD search

teams .

INT. CITY HALL — CONTINUOUS

Gordon briefs the Mayor.

GORDON

My officers are going over every

inch of the tunnels and bridges,

but with the Joker's threat they're

not and option.

MAYOR

Land routes East?

GORDON

Backed up for hours. Which leaves

the ferries with thirty thousand

waiting to board. Plus,

corrections are at capacity, so I

want to use a ferry to take some

prisoners off the island.

MAYOR

The men you and Dent put away?

Those aren’t people I'm worried

about .

GORDON

You should be- they're the people

you least want to be stuck with in

an emergency. Whatever the Joker's

planning, it's a good bet that

Harvey's prisoners might be

involved. I want 'em out of here.

EXT. FERRY TERMINAL — DUSK

At the ferry terminal. National Guardsman watch over the

THIRTY THOUSAND jostling, scared people waiting to board

the two MASSIVE FERRIES to Seven Sisters. Grumbles turn to

YELLS as 800 PRISONERS are loaded onto a ferry by

toting CORRECTIONS OFFICERS.

shotgun-

CIVILIAN

That ain't right! We should be on

that boat.

NATIONAL GUARDSMAN

You want to ride across with them,

be my guest.

EXT. BROWNSTONE — DUSK

Maroni climbs into the back of a limo.

INT. LIMO — DUSK

Maroni settles back into his seat. The car pulls away.

MARONI

Don't stop for lights, cops,

nothing.

DENT

Going to join your wife?

Maroni STARTS. Someone is in here with him. Harvey Dent-

Two Face- leans forward, clutching a pistol.

DENT (CONT'D)

You love her?

MARONI

Yes.

DENT

Can you imagine what it would be

like to listen to her die?

MARONI

Take it up with the Joker. He

killed your woman . Made you . . .

like this . . .

DENT

The Joker’s just a mad dog. I want

whoever let him off the leash.

Maroni looks at Dent. Worried.

DENT (CONT'D)

I took care of Wuertz, but who was

your other man inside Gordon's

unit? who picked up Rachel? it

must've been someone she trusted.

MARONI

If I tell you, will you let me go?

DENT

It can t hurt your chances.

MARONI

It was Ramirez.

Pulls out his coin. Dent cocks the pistol...

MARONI (CONT'D)

But you said-

DENT

I said it couldn't hurt your

chances .

Dent FLIPS it. Looks: good side. He shrugs.

DENT (CONT'D)

Lucky guy.

Maroni looks confused. Dent FLIPS the coin again

down at the coin. Shakes his head.

Looks

DENT (CONT'D)

But he’s not.

Who?

Dent smiles.

PUTS HIS SEAT BELT ON.

DENT

Your driver.

Tt, Pr T 3eS the barrel of the revolver behind the shadow

of the driver. Maroni LUNGES, SCREAMING. Dent FIRES.

EXT. BRIDGE — DUSK

The Limo SWERVES off of the bridge, SOARS out over the

canal, and PANCAKES into the RETAINING WALL.

EXT. FERRY TERMINAL — DUSK

CIVILIANS CRAM their way onto one ferry. Finally,

COMMANDER of the National Guard unit SIGNALS to his

STOP BOARDING and CAST OFF.

the

men to

The two FERRIES set off across the river, heading for the

lights of the distant shore of the mainland.

INT. BRIDGE, PRISONER FERRY — NIGHT

The FIRST MATE looks out the window, at the second ferry.

It is DEAD in the WATER. He turns to the PILOT [ PRISON

FERRY].

FIRST MATE

They've lost their engines.

PILOT [PRISON FERRY]

Get on the radio and tell 'em we'll

come back for them once we dump

these scumbags-

Suddenly, the control panel FLICKERS and DIES.

PILOT [PRISON FERRY] (CONT'D)

Get down to the engine room.

INT. PASSENGER LOUNGE, PRISONER FERRY — NIGHT

The First Mate skirts around the PRISONERS and CORRECTIONS

OFFICERS . . .

INT. ACCESS CORRIDOR, PRISONER FERRY — NIGHT

The First Mate opens the door to the engine room. STOPS.

HUNDREDS OF BARRELS OF DIESEL FUEL. And a small, wrapped

PRESENT, topped with a BOW.

INT. BRIDGE, PRISONER FERRY — NIGHT

The Pilot [Prison Ferry] is holding the small present. His

radio CRACKLES.

PILOT [PASSENGER FERRY] (O.S.)

Same thing over here- enough diesel

to blow us sky high. And a

present.

EXT. ELEVATED ROADWAY, DOWTOWN GOTHAM — CONTINUOUS

Batman sits on the bat-pod, cape blowing. Listening.

BATMAN

Fox? There 1 s something going on on

the ferries ...

INT. PASSENGER LOUNGE, COMMUTER FERRY NIGHT

As cold scared Families watch, the NATIONAL GUARD COMMANDER

UNWRAPS that ferry’s present, inside, he finds a crude

REMOTE DETONATOR.

NATIONAL GUARD COMMANDER

Why would they give us the

detonator to our own bomb?

Up in the wiring at the ceiling, a CELL PHONE taped in to

the P . A. rings and answers.

THE JOKER (O.S. )

Tonight , you 're all going to be

part of a social experiment.

ON BOTH FERRIES: CIVILIANS, PRISONERS, CREW, AND NATIONAL

GUARDSMEN ALL LISTEN AS THE JOKER’S VOICE RINGS OUT.

INT. LAB, WAYNE ENTERPRISES — NIGHT

Lucius Fox looks up as the console CHIMES.

FOX

I'm zeroing in.

THE JOKER (O.S.)

Through the magic of diesel fuel

and ammonium nitrate , I'm ready

right now to blow you all sky high.

Anyone attempts to get off their

boat , you all die

FOX

His voice is on the ferry, but

that ' s not the source . . .

EXT. ROOFTOPS ABOVE GOTHAM — NIGHT

Batman looks out, across the entire city skyline.

BATMAN

Do you have a location on the

Joker?

POX (O.S.)

It ' 8 west. . .

F J RE ? w Sf= the bat “P° d ~ his cape SHRINKS into its pack

form as he PEELS OUT, ROARING into the night. P

THE JOKER (O.S.)

But we 're going to make things a

little more Interesting than that.

Tonight, we're going to learn a

little bit about ourselves . . .

INT. GORDON HOME — CONTINUOUS

Barbara Gordon answers the phone.

RAMIREZ (O.S.)

Barbara, it's Anna Ramirez-

BARBARA

Hi, Anna-

RAMIREZ (O.S.)

Listen carefully, there's no time.

Jim needs you to pack up and get

the kids in the car right away.

BARBARA

But the units outside-

RAMIREZ (O.S.)

Barbara, those cops can 't be

trusted . Jim needs you away from

them as soon as possible. I'll

call them off for 10 minutes,

you 'll have to move fast-

BARBARA

But where-

RAMIREZ (O.S.)

I'm going to give you an address-

Jim will meet you there. . .

EXT. MCU — CONTINUOUS

Ramirez is holding the phone.

RAMIREZ

250, 52nd street. Leave as soon as

the patrol car pulls out.

Dent is holding a gun at Ramirez's head. She hangs up

DENT

She believe you?

Ramirez nods.

DENT (CONT'D)

She trusts you. Just like Rachel

did.

RAMIREZ

I didn't know-

DENT

'What they were gonna do’? You're

the second cop to say that to me.

What, exactly, did you think they

were going to do?

RAMIREZ

I'm sorry- they got me early on.

My mother's medical bills and my-

DENT

Don't!

Dent FLIPS his coin.

RAMIREZ

I took a little from them- once

they've got you, they keep you.

I'm sorry.

Dent looks at his coin. Good side.

DENT

Live to fight another day, officer.

Dent CRACKS her on the head with his gun.

INT. BRIDGE, PRISONER FERRY — NIGHT

The Pilot [Prison Ferry] tries the radio. It's DEAD.

PILOT [PRISON FERRY]

He killed the radio.

THE JOKER (O.S. )

There's no need for all of you to

die. That would be a waste. So

I've left you both a little

present.

EXT. PENTHOUSE, PREWITT BUILDING — NIGHT

The Joker stares out over the harbor, at the ferries.

Talking into a cell phone. Holding a detonator, with TWO

BUTTONS .

THE JOKER

Each of you has a remote to blow up

the other boat.

INT. PASSENGER LOUNGE, PRISONER FERRY — NIGHT

The Prisoners and Corrections Officers listen. Appalled.

THE JOKER (O.S.)

At midnight, I blow you all up.

If, however, one of you presses the

button, I'll let that boat live.

You choose. So who's it going to

be- Harvey Dent 's most wanted

scumbag collection. . . or the sweet

innocent civilians?

(beat)

Oh, and you might want to decide

quickly, because the people on the

other boat may not be quite so

noble .

The Joker HANGS UP. The Pilot [Prisoner Ferry] looks down

at the remote in his hands. Prisoners begin YELLING and

PUSHING. The WARDEN takes the remote from the Pilot- COCKS

his shotgun. His men level their weapons at the crowd.

EXT. FERRY TERMINAL — CONTINUOUS

Gordon looks out at the ferries. His phone rings.

BATMAN (O.S. )

I have the Joker's location-

EXT. GOTHAM STREETS — CONTINUOUS

Batman ROARS along on the bat-pod.

BATMAN

Prewitt building. Assemble on the

building opposite.

INT. PASSENGER LOUNGE , COMMUTER FERRY NIGHT

The National Guard Commander is holding the remote.

Several passengers take a step towards him. He PULLS his

weapon .

NATIONAL GUARD COMMANDER

Stay back.

A BUSINESSMAN clutching his briefcase speaks up.

BUSINESSMAN

Who are you to decide? We ought to

talk it over, at least.

Other passengers agree. A MOTHER with two KIDS speaks up

MOTHER

We don't all have to die. why

should my babies die? Those men

had their chance-

• NATIONAL GUARD COMMANDER

We’re not talking about this...

PASSENGER 1

They're talking over the same exact

thing on the other boat.

PASSENGER 2

If they're even bothering to talk.

Let's put it to a vote.

INT. PASSENGER LOUNGE, PRISONER FERRY — NIGHT

As the Prisoners grow angrier, a CORRECTIONS OFFICER FIRES

his shotgun into the air. The Prisoners back off.

Slightly.

INT. PASSENGER LOUNGE, COMMUTER FERRY — NIGHT

A GUARDSMAN on this boat passes around a hat. People drop

CHITS into it. Passengers filling out chits eye each

other. People on their phones say goodbye to loved ones.

P ^ ot [Passenger Perry] looks out across the water to

the other Ferry. Looks up at the clock. Ten to

midnight... STARES down at his blank chit.

EXT. ROOFTOP OVERLOOKING PREWITT BUILDING — NIGHT

Gordon and his SWAT team leaders set up SNIPER and SCOPE

positions on the balustrade.

INT. GARAGE, PREWITT BUILDING — CONTINUOUS

A SWAT stands beside the empty school bus.

SWAT (INTO RADIO)

We've found our missing bus.

EXT. ROOFTOP OVERLOOKING PREWITT BUILDING — CONTINUOUS

Gordon looks at the SWAT LEADER.

GORDON

Then we have a hostage situation.

They look across at the large windows of the Prewitt

Building. The Joker’s men, in crude, homemade CLOWN MASKS

are clearly visible, automatic weapons in hand.

SWAT SNIPER

I got hostages I

They look through his scope. Crouched deeper in the room,

PATIENTS, DOCTORS, and NURSES, huddled.

GORDON

It's a shooting gallery. Why'd he

choose a spot with such big

windows?

BATMAN (O.S.)

He likes the view.

Batman gestures towards the view of the ferries.

SWAT LEADER

We have clear shots on five clowns.

Snipers take them out, smash the

windows- a team rappels in, a team

moves in by the stairwells. 2 or 3

or three casualties, max.

GORDON

(barely hesitates)

Let's do it.

BATMAN

It's not that simple, with the

Joker, it never is.

GORDON

What 1 s simple, is that every second

we don't take him, those people on

GORDON

the ferries get closer to blowing

each other up I

BATMAN

That won't happen.

GORDON

Then he'll blow them both up !

There's no time- we have to go in

now -

BATMAN

There’s always a catch with hira-

GORDON

That's why we can't wait- we can't

play his games-

Batman turns.

BATMAN

I need five minutes. Alone-

GORDON

No. There’s no time. We have

clear shots .

Gordon pulls his gun. Batman turns back. The SWATS watch.

GORDON (CONT'D)

Dent's in there with them. We have

to save Dent l I have to save Denti

(to SWAT Leader)

Get ready-

Batman LEAPS from the building, OPENS his cape- SOARS

across the gulf between the two buildings- Gordon puts his

weapon away. Curses softly. Turns to the SWAT leader.

GORDON (CONT'D)

Two minutes. Then you breach.

EXT. PREWITT BUILDING — CONTINUOUS

Batman LANDS against the glass two floors below-

BATMAN

Fox. I need picture.

INT. LAB, RESEARCH AND DEVELOPMENT — CONTINUOUS

Fox hits some keys-

FOX

You've got p.o.v. on alpha channel,

omni on beta-

EXT. PREWITT BUILDING — CONTINUOUS

SMOKED GLASS EYEPIECES slip down over Batman's eye holes.

Batman's SONAR P.O.V. ; the layers of the building dissolve,

levels of TRANSPARENCY PULSING rhythmically. . . Patman can

see the people inside the building . . .

INT. PENTHOUSE, PREWITT BUILDING — NIGHT

The Joker is standing by the window, looking out at his

handiwork. The Chechen's DOGS start BARKING. He SMILES.

EXT. PENTHOUSE, PREWITT BUILDING — CONTINUOUS

Batman reaches into his utility belt, SPRAYS PLASTIC onto

the glass- lets it harden- PUNCHES the window-which BREAKS

QUIETLY as the pieces stick to the laminate- he slips

inside-

INT. PENTHOUSE, PREWITT BUILDING — CONTINUOUS

Batman ' s eyes glow white as he uses his sonar to look

THROUGH the corner: AN ARMED CLOWN IS LEANING AGAINST THE

CORNER . . .

EXT. ROOFTOP, PREWITT BUILDING — CONTINUOUS

A Bix man SWAT team prepares to rappel from the roof.

INT. STAIRWELL, PREWITT BUILDING — CONTINUOUS

A SWAT team moves up the stairs.

EXT. ROOFTOP OVERLOOKING PREWITT BUILDING — CONTINUOUS

Gordon ' s phone rings .

GORDON

Hello? Barbara, calm down-

DENT (O.S.)

Hello r Jim.

GORDON

Harvey? What the hell’s going on?

DENT (O.S.)

You 're about to know what my

suffering is really like . . .

Gordon looks across at the Prewitt penthouse...

GORDON

Where are you? Where's my f amily? 1

DENT (O.S.)

Where my family died.

Click. Gordon looks at the SWAT leader, pale.

SWAT LEADER (INTO RADIO)

Red Team. Go!

Gordon moves to the door off the roof.

INT. PENTHOUSE, PREWITT BUILDING — CONTINUOUS

Batman GRABS the Armed Clown, drops him, silently. He goes

to disarm him- THE WEAPON IS DUCT-TAPED TO THE CLOWN'S

HANDS. Batman RIPS off the clown mask:

STARING, FRIGHTENED EYES- MOUTH DUCT-TAPED SHUT... it's

ENGEL .

Batman looks up: Four more clowns line the windows, weapons

duct-taped to their hands. On SONAR: he looks into where

the hostages are crouched... the "PATIENTS" and "DOCTORS"

are carrying weapons- these are the Joker's men... Above

them SWATS RAPPEL FROM THE ROOFTOP,

more teams propping.

In the stairwells , two

BATMAN

Don't. Move.

Engel nods, terrified.

EXT. ROOFTOP OVERLOOKING PREWITT BUILDING — CONTINUOUS

The SWATS line up the clowns in their sights...

INT. STAIRWELL, PREWITT BUILDING — CONTINUOUS

The SWAT team arrives at the penthouse fire

spread CHARGES across the inner wall-

OMITTED

exit.

They

EXT. ROOFTOP OVERLOOKING PREWITT BUILDING — CONTINUOUS

The SWAT Leader checks his watch.

OWAI LEADER {INTO RADIO)

Go I Go 1 Go I

A SWAT Sniper zeroes in on a clown- the clown DISAPPEARS-

the Sniper looks up, confused-

INT. PENTHOUSE, PREWITT BUILDING — CONTINUOUS

Batman yanks the clown along the floor using his grapple

f Un_ 4 .^ he clown takes down the two next to him- Batman leaps

for the nearest two as SHOTS SHATTER the glass-

EXT. PREWITT BUILDING — CONTINUOUS

The SWATS rappel down the building- SWING in through the

broken windows -

INT. PENTHOUSE, PREWITT BUILDING — CONTINUOUS

The. "hostages" reel from the BLAST- The SWATS SWOOP in-

aiming weapons at the clowns, throwing PERCUSSION GRENADES-

Batman takes out the SWATS with fists and BATARANGS-

The last SWAT aims at BATMAN- behind him a "DOCTOR" raises

a shotgun... behind the "Doctor" Batman can see through the

qwai at SMATS preparing to breach... Batman VAULTS over the

SWAT into a two-foot kick into the "Doctor’s" chest-

INT. STAIRWELL, PREWITT BUILDING — CONTINUOUS

The Swats BLAST OUT THE WALL- the team leader steps up to

the hole... the BAT-GRAPPLE FIRES out-lodging in his kevlar

vest... he is YANKED, SCREAMING, through the door. The

rest of his team look at each other. Steel themselves.

Move in through the hole...

INT. PENTHOUSE, PREWITT BUILDING — CONTINUOUS

As the SWATS race in they find Engel, terrified, next to a

pile of unconscious "hostages", and their team leader, one

end of an absailing rope tied around his waist. Batman is

on them, weaving KICKING, PUNCHING, and, with one hand,

clipping carabinners looped to the absailing rope onto

their webbing of vests.

Batman steps back- picks up the team leader- SWAT weapons

aim at him- he hurls the Team Leader out the window. . . the

SWATS watch him go... the rope pays out... one by one they

are YANKED out of the window. . .

EXT. ROOFTOP OVERLOOKING PREWITT BUILDING — CONTINUOUS

A SNIPER watches through his scope as the six man SWAT team

soars out of the window and drops. The line snaps taut and

they hang, like a mountaineering team in crisis. Batman,

crouched in the broken window, secures the line.

SNIPER

What the hell's he doing?

Batman looks right at the sniper- Raises his grapple gun-

BAM. The bat grapple smashes into the Sniper's scope- the

rifle is YANKED out of his hands.

INT. PREWITT BUILDING — CONTINUOUS

Batman races past a dazed Engel...

ENGEL

( pathetic )

Thanks .

...into the main office. The Joker is there.

THE JOKER

You came. I'm touched.

BATMAN

Where ’ s the detonator?

The Dogs LEAP at Batman- SMASH him to the ground

INT. PASSENGER LOUNGE , COMMUTER FERRY — NIGHT

The Pilot [Passenger Ferry] finishes

Reads the verdict.

counting the votes.

PILOT [PASSENGER FERRY]

The tally is 196 votes against.

(looks down)

And 340 votes for.

The passengers avoid eye contact with each other.

INT. PASSENGER LOUNGE, PRISONER FERRY NIGHT

The Corrections Officers are in a phalanx in the corner

facing off against hundreds of menacing Prisoners. '

PRISONER 1

Do you wanna die!

The Warden and his men look at each other. At the clock.

INT. PENTHOUSE, PREWITT BUILDING — NIGHT

Batmfln With the Rotweil ers- a blinding mass of

Batman, black fur and bared teeth-

KICKS°OFF M ° VeS “ t0 the " ,a88 - Batman

intoBatLns MBS d ° 9S - the J ° ker JABS his k "“ 8

THE JOKER

All the old familiar places.

ENERGY fv ^ Pai ^' J ° ker BUTTS him ~ KNEES him -

hia lean frame - he KICKS the injured

Batman back towards the glass...

INT. PASSENGER LOUNGE, COMMUTER FERRY NIGHT

h^Lf il0t ^ Passenger Ferry] looks at the remote in his

PILOT [PASSENGER FERRY]

I voted for it. Same as most of

you. Doesn't seem right that we

should all die...

Someone calls out from the back.

PASSENGER 3

So do it I

PILOT [PASSENGER FERRY]

I didn't say I'd do it. Don't

forget. We're still here. Which

means they haven't killed us, yet,

either.

He sets the remote down on a bench in the front of the

lounge. The other passengers and guardsmen stare at it...

INT. PASSENGER LOUNGE, PRISONER FERRY — NIGHT

A HUGE, TATTOOED PRISONER pushes his way to the front. He

walks towards the Warden, who is sweating, looking at the

remote .

TATTOOED PRISONER

You don ' t wanna die . But you don ' t

know how to take a life. Give it

to me.

The Warden looks at the remote. At the clock.

TATTOOED PRISONER (CONT'D)

These men will kill you and take

it, anyway. Give it to me, you can

tell people I took it by force...

give it to me and I’ll do what you

should have done ten minutes ago.

INT. PASSENGER LOUNGE, COMMUTER FERRY — NIGHT

Everyone stares at the remote. One minute left. The

Businessman stands. Walks over and picks it up.

BUSINESSMAN

No one wants to get their hands

dirty. Fine. I'll do it. Those

men on that boat made their

choices. They chose to murder and

steal. It makes no sense for us to

die , too .

contact 8 ^ th@ ° ther passen 9 ers * No one makes eye

INT. PASSENGER LOUNGE, PRISONER FERRY NIGHT

The Warden slowly hands him the REMOTE. The Prisoner looks

at it . He looks the Warden in the eye . . .

Then TOSSES the remote out the window.

Warden, prisoners and officers are stunned.

EXT. PENTHOUSE, PREWITT BUILDING — NIGHT

Batman FLIES backwards THROUGH THE WINDOW- glass f lyinq-

KIC ? S out a wooden brace holding up the STEEL

? atman ® arms fly up as it comes crashing down onto

his neck- saved by his protective gauntlets. Batman GRUNTS

as the Joker STEPS onto the steel beam. . .

THE JOKER

If we don't stop fighting, we're

going to miss the fireworks.

BATMAN

There won't be any fireworks.

Batman STRUGGLES to keep the beam from CRUSHING his neck...

INT. PASSENGER LOUNGE, COMMUTER FERRY — NIGHT

The Businessman stares at the remote in his hands.

Finally, he puts it down, sits down. Waits to die.

The clock strikes MIDNIGHT.

EXT. PENTHOUSE, PREWITT BUILDING — NIGHT

Batman indicates the clock... twelve o'clock.

BATMAN

What were you hoping to prove?

That deep down, we're all as ugly

as you?

The Joker looks at the clock...

INT. BOTH FERRIES — CONTINUOUS

The Passengers brace. Look at the clock. Confused...

INT. PREWITT BUILDING — CONTINUOUS

The smile disappears from the Joker's face.

BATMAN

You're alone.

,™ a . 0 lLr h u ^he°™;o t h r rin9 above “ a

THE JOKER

Can’t rely on anyone these days.

The Joker ARMS the remote...

THE JOKER (CONT'D)

Have to do everything yourself, i

always have- and it's not always

easy. . . *

THE JOKER

(smiles,

remembering)

You know how I got these scars?

Batman looks up at him.

No.

BATMAN

But I know how you get these -

the Joker u FIRE 0UT 0F HIS GAUNTLET, nailing

freed ^L 1 Ch j St and ari "~ he STAGGERS back- Batman?

remote- 1 forward ~ KICKS HIM OVER THE EDGE- GRABS the

The Joker GIGGLES ae he FALLS, enjoying the ride

™ i s 9 G ^L E lnt T° h hla l eg ' md hl ^KS to a etop-

“SfhL ™ 6 J ° ker H ° LI ' ERS in pain aa Bat “ aa

THE JOKER

Just couldn’t let me go, could you?

I guess this is what happens when

an unstoppable force meets an

immovable object. You truly are

incorruptible, aren't you?

Batman secures the Joker UPSIDE DOWN

LAUGHING.

The Joker is

THE JOKER (CONT'D)

You won’t kill me out of some

misplaced sense of self-

righteousness. . . and I won't kill

you because you ' re too much fun .

We’re going to do this forever.

BATMAN

you’ll be in a padded cell,

forever.

THE JOKER

Maybe we can share it . They ’ 11

need to double up, the rate this

city ' s inhabitants are losing their

minds —

BATMAN

This city just showed you it's full

of people ready to believe in good.

The Joker looks up at him. A twinkle in his eye.

THE JOKER

Till their spirit breaks

completely. Until they find out

what I did with the best of them.

Until they get a good look at the

real Harvey Dent, and all the

heroic things he 1 s done .

(indicates ferry)

Then those criminals will be

straight back onto the streets and

Gotham will understand the true

nature of heroism.

THE JOKER

(off look)

You didn't think I'd risk losing

the battle for the soul of Gotham

in a fist fight with you? You've

got to have an ace in the hole.

Mine's Harvey.

Batman hauls the Joker up, nose to nose.

BATMAN

What did you do?

THE JOKER

I took Gotham's white knight. And

I brought him down to my level, it

wasn't hard- madness is like

gravity. All it takes is a little

push .

Joker laughs. Batman leaves him to the SWATS.

amflAH

Lucius. Find Harvey Dent.

EXT. BURNT WAREHOUSE, 52ND STREET — NIGHT

g t tB S Ut ° f his car ' gun dra wn. Makes his way into

the blackened wreck of a building. . . y lnt0

INT. BURNT WAREHOUSE, 52ND STREET — NIGHT

Gordon peers into the darkness.

GORDON

Dent?

No reply. Gordon makes his way deeper. Up the stairs.

INT. SECOND FLOOR, BURNT WAREHOUSE — NIGHT

Gordon spots Barbara and their two children huddled

head-* 16 *’ HG mOVSS t0ward8 them ~ Barbara is shaking her

WHAM 1 Dent cracks Gordon over the head with his gun. Dent

G jrdon, rolls him over. He turns to look at the

ENORMOUS hole in the floor. From this side, in the

moonlight, Dent looks completely normal.

DENT

This is where they brought her,

Gordon. After your people handed

her over. This is where they bound

her. This is where she suffered.

This is where she died.

GORDON

I know. I was here. Trying to

save her.

Dent TURNS, revealing his dark side.

DENT

But you didn’t, did you?

GORDON

X couldn’t.

DENT

Yes, you could.

DENT

If you'd listened to me- if you'd

stood up against corruption instead

of doing your deal with the devil.

GORDON

I was trying to fight the mob-

Dent MOVES towards Gordon.

DENT

You wouldn't dare try to justify

yourself if you knew what I’d lost.

Have you ever had to talk to the

person you love most, wondering if

you’re about to listen to them die?

You ever had to lie to that person?

Tell them it's going to be all

right, when you know it’s not?

Well, you're about to find out what

that feels like. Then you'll be

able to look me in the eye and tell

me you're sorry.

Dent turns- steps over to Barbara- puts the gun to her

temple-

GORDON

Harvey. Put the gun down. You're

not going to hurt my family.

DENT

No, just the person you need most.

(cocks gun)

So is it your wife?

GORDON

Put the gun down.

Dent moves the gun to point at Gordon's little girl.

GORDON (CONT'D)

Please, Harvey...

Dent moves to James Gordon. Brushes the hair out of the

boy's eyes with the muzzle. Gordon SNAPS.

GORDON (CONT'D)

Goddamit. Stop pointing that gun

at my family. Dent.

DENT

We have a winner.

Dent pulls the boy away from his mother.

BARBARA

No 1 Jim stop himl Don't let him I

Dent walks James past Gordon to the edge of the burnt

floor. He touches the raw wood at the edge of the floor.

GORDON

I'm sorry, Harvey. For everything.

But, please. Please don't hurt

him.

SIRENS.

EXT. BURNT WAREHOUSE, 5 2ND STREET — CONTINUOUS

Cop cars descend on the warehouse.

INT. SECOND FLOOR, BURNT WAREHOUSE — CONTINUOUS

Dent looks at Gordon, FURIOUS.

DENT

You brought your cops?

GORDON

All they know is there's a

situation. They don't know who, or

what. They're just creating a

perimeter .

DENT

You think I want to escape? I

There's no escape from this-

Dent indicates his face. His suffering.

GORDON

No one needs to escape, because no

one's done anything wrong. And

nobody has to.

Dent chuckles. A macabre sight.

DENT

I've done plenty wrong, Gordon.

Just not quite enough. Yet.

Dent squeezes the gun a little tighter against the little

boy’s neck. The boy WHIMPERS.

BATMAN (O.S.)

You don't want to hurt the boy.

Dent.

Dent turns . Batman steps from the shadows .

DENT

It ' s not about what I want . It's

about what's fair.

(to Gordon and

Batman)

You thought we could be decent men

in an indecent world. You thought

we could lead by example. You

thought the rules could be bent but

not break... you were wrong. The

world is cruel.

(shows his coin)

And the only morality in a cruel

world is chance. Unbiased.

Unprejudiced. Fair.

BATMAN

Nothing fair ever came out of the

barrel of a gun, Dent.

DENT

(shows the coin)

His boy's got the same chance she

had. Fifty-fifty.

Batman steps closer, desperate, trying to reach Dent.

BATMAN

What happened to Rachel wasn’t

chance. We decided to act. We

three. We knew the risks and we

acted as one. We are all

responsible for the consequences.

Dent looks at Batman. Pleading.

DENT

Then why was it only me who lost

everything?

Batman looks into Dent’s eyes. Emotional.

BATMAN

It wasn't.

DENT

( furious)

The Joker chose me!

BATMAN

Because you were the best of us.

He wanted to prove that even

someone as good as you could fall.

DENT

(bitter)

And he was right.

BATMAN

But your fooling yourself if you

think you're letting chance decide.

You're the one pointing the gun,

Harvey. So point it at the people

who were responsible. We all acted

as one. Gordon. Me. And you.

Dent is listening, the wheels in his deranged mind turning.

DENT

Fair enough.

Dent eases his grip on the boy.

DENT (CONT'D)

You first.

He points the gun at Batman. FLIPS the coin. TAILS. He

SHOOTS. Batman COLLAPSES to the ground, clutching his gut.

DENT (CONT’D)

My turn.

He points the gun at his own head. FLIPS the coin. HEADS.

He looks a little disappointed.

Finally, he points the gun back at Gordon's son.

DENT (CONT'D)

Your turn, Gordon.

GORDON

You’re right, Harvey. Rachel's

death was my fault. But punish me-

DENT

1 1 m about to . Tell your son it ’ s

going to be all right, Gordon.

Lie. Like I lied.

Gordon looks up. Pained. Locks eyes with his son.

GORDON

It's going to be all right, son.

Dent FLIPS the coin. High. Dent's eyes FOLLOW the coin

up- Batman HURLS himself at Dent and the boy.

All three of them VANISH over the edge. A TERRIBLE CRASH-

then silence, but for the sound of DENT'S COIN, SPINNING on

the floor at the edge of the hole.

Gordon, horrified, RUNS to the edge— peers down—

Dent lies at the bottom of the hole, his neck broken.

DEAD.

The coin stops spinning, GOOD SIDE UP.

Gordon's son swings into view, HANGING from Batman, who is

holding onto a JOIST with all his strength...

Gordon reaches down to GRAB his son- HAULS him up

Batman FALLS dropping and dropping, SMASHING THROUGH

protruding WOOD and PIPES... He lands HARD near Dent.

EXT. BURNT WAREHOUSE, 5 2ND STREET — CONTINUOUS

The cops prepare to STORM the front door.

INT. BURNT WAREHOUSE, 5 2ND STREET — CONTINUOUS

Gordon races down the stairs. Rushes over to Batman.

JAMES (O.S.)

Dad, is he okay?

Gordon crouches at Batman's side. The Batman GRASPS

Gordon's arm. STAGGERS to his feet.

GORDON

Thank-you.

BATMAN

You don ' t have to-

GORDON

Yes, I do.

Gordon and Batman stare down at Dent’s body. Grave.

GORDON (CONT'D)

The Joker won.

Gordon stares down at SCARRED SIDE of Harvey Dent.

GORDON (CONT'D)

Harvey's prosecution, everything he

fought for, everything Rachel died

for. Undone. Whatever chance

Gotham had of fixing itself...

whatever chance you gave us of

fixing our city... dies with

Harvey's reputation. We bet it all

on him. The Joker took the best of

us and tore him down. People will

lose all hope.

BATMAN

No . They won * t .

(looks at Gordon)

They can never know what he did.

GORDON

( incredulous )

Five dead? Two of them cops? We

can ' t sweep that under-

BATMAN

No. But the Joker cannot win.

Batman crouches to Dent's body.

BATMAN (CONT'D)

Gotham needs its true hero.

Gently, he turns Dent’s head so the good side of his face

is up. Gordon looks from Dent's face to Batman.

Understanding .

GORDON

You? You can ' t-

BATMAN

Yes, I can.

Batman stands. Paces Gordon.

BATMAN (CONT'D)

You either die a hero or live long

enough to see yourself become the

villain. I can do those things

because I'm not a hero, like Dent.

X killed those people. That's what

I can be.

GORDON

(angry)

No, you can’t l You’re not!

Batman hands Gordon his police radio.

BATMAN

I’m whatever Gotham needs me to be.

INSERT CUT: GORDON STANDS AT A PODIUM AT DENT'S FUNERAL .

BEHIND HIM IS A LARGE PHOTOGRAPH OF DENT SMILING.

GORDON

...a hero. Not the hero we

deserved- the hero we needed.

Nothing less than a knight.

Shining. . .

GORDON (V.O.) (CONT’D)

They'll hunt you.

BATMAN (V.O.)

You'll hunt me.

INSERT CUT: GORDON, ON THE ROOF OF GOTHAM CENTRAL, AXE IN

HAND, WATCHED BY AN ASSORTMENT OF COPS AND REPORTERS. . .

BATMAN (CONT'D)

You 'll condemn me, set the dogs on

me. . .

GORDON TAKES THE AXE TO THE BAT SYMBOL- SPARKING,

SMASHING. . .

BATMAN (V.O.) (CONT'D)

...because It's what needs to

happen .

INSERT CUT: ALFRED HOLDS THE LETTER FROM RACHEL. THINKING.

BATMAN (V.O.) (CONT'D)

Because sometimes the truth isn't

good enough . . .

INSERT CUT: ALFRED BURNS THE ENVELOPE FROM RACHEL.

BATMAN (CONT'D)

.. .sometimes, people deserve more .

INSERT CUT: LUCIUS FOX TYPES HIS NAME INTO THE SONAR

MACHINE.

INSERT CUT: FOX HITS THE "X". THE MACHINE FLASHES RED

"SELF-DESTRUCT WARNINGS " . THEN DIES. FOX SMILES TO

HIMSELF.

Batman hurries off. LIMPING into the shadows.

JAMES (O.S.)

Batman? I

James RUNS down the stairs to join father-

JAMES (CONT'D)

Why's he running, Dad? I

Gordon stares after Batman.

GORDON

Because we have to chase him. . .

EXT. WAREHOUSE

CONTINUOUS

As Cops race into the buildings the DOGS get the scent and

pull away from the doorway, following the SHADOW into the

stacks of shipping containers ...

INT. WAREHOUSE — CONTINUOUS

James looks at his father, confused.

JAMES

He didn't do anything wrong I

Gordon stares after the Batman. The sound of the dogs

becoming louder and more ferocious.

JAMES (CONT'D)

Why, dad? Why?l

GORDON

Because. . .

EXT. DOCKSIDE ROOFTOPS — CONTINUOUS

The Batman LURCHES between shipping containers. STUMBLING.

BLEEDING. He makes it to the bat-pod...

GORDON (V.O.)

. . .he's the hero Gotham deserves . . .

but not the one it needs right now .

So we'll hunt him, because he can

take it. Because he’s not our

hero . . .

The bat-pod streaks through Gotham 1 s underground streets ,

the Batman's cape fluttering behind. A wraith...

GORDON (V.O.) (CONT'D)

...he's a silent guardian , a

watchful protector. . . a dark

knight.

The Batman races up a ramp into a blinding light-

CUT TO BLACK.

CREDITS.

END.