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                      THE DARK KNIGHT RISES



                           Written by

               Jonathan Nolan & Christopher Nolan                        

                     

                            Story by

               Christopher Nolan & David S. Goyer





      BLACK SCREEN.

       GORDON (V.O)
       Harvey Dent was needed. He was
       everything Gotham has been crying
       out for. He was...a hero. Not the
       hero we deserved - the hero we
       needed. Nothing less than a knight,
       shining...

                     
      The sound of cracking. Splintering. A shape appears, in ice.
      The shape of a BAT. The ice disintegrates...

                     

      EXT. GOTHAM STREET - DAY


                     
      Gordon stands before a massive picture of Harvey Dent.

                      GORDON
       But I knew Harvey Dent. I was...his
       friend. And it will be a very long
       time before someone inspires us the
       way he did.
      Gordon, choked with emotion, gathers the papers of his
      eulogy.
       I believed in Harvey Dent.
      And we FADE TO BLACK.

                      CUT TO:

                     
      Racing along a cratered dirt road, and we are -

                     

      INT. LAND CRUISER JOSTLING OVER UNEVEN TERRAIN - DAY

      Three Hooded Men guarded by East European Militia. A third
      Militia drives. Next to him is a nervous, bespectacled man.

                     

      EXT. AIRSTRIP, EASTERN EUROPE - DAY

      An airstrip overlooking a grey city rocked by artillery
      fire. A bland CIA Operative, flanked by Special Forces Men,
      stands in front of a commuter plane. CIA Man watches the
      Land Cruiser pull up, hard. The Militia Men jump out of the
      vehicle.
      The Driver shoves the bespectacled man in front of the CIA
      Man.

       2.

                     

                     

                      CIA MAN
       Dr. Pavel, I'm CIA.
      Dr. Pavel nods, nervous. CIA Man hands the Driver a
      briefcase.

                     

                      DRIVER
       He wasn't alone.
      CIA Man, confused, spots the Hooded Men. He turns to Dr.
      Pavel.

                     

                      CIA MAN
       You don't get to bring friends.

       DR. PAVEL

                      (SHAKEN)
       They are not my friends.

                      DRIVER
       Don't worry, no charge for them.

                      CIA MAN
       Why would I want them?

                      DRIVER
       They were trying to grab your
       prize. (Smiles.) They work for the
       mercenary. The masked man.

                     

                      CIA MAN

                      (EXCITED)
       Bane?
      The Driver nods. CIA Man turns to his Special Forces Men.

                     

                      CIA MAN
       Get 'em on board - I'll call it in.

                     

                     

      EXT. SKIES OVER MOUNTAIN RANGE - DAY

      The commuter plane struggles over snow-capped mountains.

                     

      INT. MAIN CABIN, COMMUTER PLANE - CONTINUOUS


                     
      The three Hooded Men kneel by the cargo door, handcuffed.
      CIA Man grabs Hooded Man 1.

                      CIA MAN
       What are you doing in the middle of
       my operation?

       3.

                     
      Hooded Man 1 says nothing. CIA Man pulls out a handgun.
       The flight plan I just filed with
       the Agency lists me, my men, and
       Dr. Pavel here. But only one of
       you.
      CIA Man opens the cargo door. Special Forces hang Hooded Man
      1 out into the howling wind - CIA Man shouts above the wind.

                     

                      CIA MAN

       FIRST ONE TO TALK GETS TO STAY ON
       MY AIRCRAFT! (Cocks weapon.)

       SO...WHO PAID YOU TO GRAB DR.

       PAVEL?!

                     
      Nothing. CIA Man fires out the open door and the Special
      Forces yank Hooded Man 1 back in, clubbing him quiet.

                      CIA MAN

       HE DIDN'T FLY SO GOOD! WHO WANTS TO

       TRY NEXT?!

                     
      The Soldiers grab Hooded Man 2, hang him out the door.

                      CIA MAN

       TELL ME ABOUT BANE! WHY DOES HE

       WEAR THE MASK?!

                     
      The prisoner says nothing. CIA Man presses the gun to the
      man's hood - he cocks the gun...nothing.

                      CIA MAN

       LOT OF LOYALTY FOR A HIRED GUN!

                     

       THIRD PRISONER (O.S.)
       Or he's wondering why someone would
       shoot a man before throwing him out
       of an aeroplane.

                     
      CIA Man turns to the Third Prisoner. Shuts the cargo door.

                      CIA MAN
       Wiseguy, huh? At least you can
       talk. Who are you?

                     

                      THIRD PRISONER
       We are nothing. We are the dirt
       beneath your feet. And no one cared
       who I was until I put on the
       mask...

                     
      CIA Man, wary, approaches the Third Prisoner - pulls off his
      hood, revealing a dark mask with a breathing apparatus. The
      eyes behind it are cold. Still. This is Bane.

       4.

                     

                     

                      BANE
       Who we are does not matter. What
       matters is our plan.

                      CIA MAN

                      (FASCINATED)
       If I pull this off, will you die?

                      BANE
       It would be extremely painful.

                     

                      CIA MAN
       You're a big guy -

                      BANE
       For you.

                     

                      CIA MAN

                      (UNNERVED)
       Was being caught part of your plan?

                      BANE
       Of course. Dr. Pavel refused our
       offer in favor of yours. We had to
       know what he told you about us.

       DR. PAVEL
       Nothing! I said nothing!

                     

                      CIA MAN
       Why not just ask him?

                      BANE
       He would not have told us.

                     

                      CIA MAN
       You have methods.

                      BANE
       Him, I need healthy. You present no
       such problem.
      CIA Man laughs for the Special Forces' benefit. A heavy bass
      tone is rising. The Sergeant looks out the window.

                     

                     

      EXT. SKIES OVER MOUNTAIN RANGE - CONTINUOUS

      The commuter plane is dwarfed by a massive transport plane
      looming over it, dangerously close...

       5.

                     

                     

      INT. MAIN CABIN, COMMUTER PLANE - CONTINUOUS

      The plane lurches. The noise is building.

                      SERGEANT
       Sir?

                     

                      CIA MAN
       Well congratulations, you got
       yourselves caught. What's the next
       step of your master plan?

                     

                      BANE
       Crashing this plane...

                     

      EXT. MOUNTAINS - CONTINUOUS


                     
      The ramp of the transport opens... Four men leap out on
      tethers - dropping towards the commuter plane, two each
      side...

                     

                     

      INT. MAIN CABIN, COMMUTER PLANE - CONTINUOUS

      The Spacial Forces react to the turbulence from the plane
      above. CIA Man looks at Bane.

                      BANE

                      (RISING)
       With no survivors.
      A Special Forces soldier spins around - an Armed Man is
      outside the window. Bang -

                     

                     

      EXT. SKIES OVER MOUNTAIN RANGE - CONTINUOUS

      Two men shoot through the windows, the other two attach
      grapples to the fuselage - give the thumbs up - hoists start
      to pull and the tail of the commuter plane is lifted,
      unnaturally.

                     

      INT. COCKPIT, COMMUTER PLANE - CONTINUOUS

      The Pilots battle the controls as the plane tilts forward.

       6.

                     

                     

      INT. MAIN CABIN, COMMUTER PLANE - CONTINUOUS

      Like lightning, Bane has the CIA Man is his handcuffed arms,
      legs wrapped around a seat back, The entire cabin upends.
      Tumbling chaos - Soldiers falling - Bane cracks CIA Man's
      neck and drops him onto the Sergeant - they tumble down the
      plane, smashing into the cockpit door with a terminal thud.
      Dr. Pavel, strapped in, pushes against the seat in front of
      him - the plane vibrates, trying to tear itself apart.

                     

                     

      EXT. ATLAS MOUNTAINS - CONTINUOUS

      The men climb the tail of the smaller plane as it dangles
      helplessly above the mountains. Its wings shear off.

                     

                     

      INT. MAIN CABIN, COMMUTER PLANE - CONTINUOUS

      Bane breaks his handcuffs as if they were plastic, then
      opens his legs and drops down the cabin, somersaulting
      gracefully and using his arms to stop himself halfway down,
      by Dr. Pavel.

                     

      EXT. SKIES OVER MOUNTAIN RANGE - CONTINUOUS

      The men attach explosives to the tail, then jump away,
      swinging out as the tail explodes.

                     

      INT. MAIN CABIN, COMMUTER PLANE - CONTINUOUS

      An explosion takes off the rear door of the cabin - the
      Armed Men drop through the smoke on cables.
      A body bag is lowered into the cabin. Bane lies it on the
      seat backs next to Dr. Pavel and unzips it to reveal a body
      the same age and build as Dr. Pavel.

                     
      Bane rips Dr. Pavel's sleeve - pulls out a length of
      surgical tubing - pushes a needle into Dr. Pavel's arm -
      runs the tube to the body's arm... Dr. Pavel watches,
      horrified, as Bane starts compressions on the body's chest,
      drawing Dr. Pavel's blood across the tube and into the
      body...

                     
      An Armed Man pulls Hooded Man 1 up through the cabin and
      out. Bane stops Hooded Man 2.

       7.

                     

                     

                      BANE
       Friend. They expect one of us in
       the wreckage.
      The man nods, unhooks himself, takes Bane's arm.

                     

                      HOODED MAN 2
       Have we started the fire?

                      BANE

                      (NODS)
       The fire rises.
      Hooded Man 2 hands Bane his line. Bane clips it around Dr.
      Pavel, takes out a knife and cuts Dr. Pavel's seat belt. Dr.
      Pavel panics, flails. Bane takes his arms. Gentle.

                     

                      BANE
       Calm, Doctor. Now is not time for
       fear...
      Bane slides Dr. Pavel out of his seat. They hang in the
      vertical, windblown cabin. Bane takes out a detonator.

                     

                      BANE
       That comes later.
      Bane presses the detonator - the cabin drops from around
      them, revealing the terrifying drop to the peaks below. Dr.
      Pavel screams as they are hoisted up towards the transport,
      and we -

                      CUT TO:

                     

                     

      EXT. GOTHAM - EVENING

      Drifting over the vast city...

       MAYOR (V.O.)
       Harvey Dent Day may not be our
       oldest public holiday...
      ...moving past the enormous Gotham Bridge...

       MAYOR (V.O.)
       But we're here tonight because it's
       one of the most important...
      ...over the Gotham river to the Palisades on the far side...

       8.

                     

                     

       MAYOR (V.O.)
       Harvey Dent's uncompromising stand
       against organized crime and, yes,
       ultimately, his sacrifice, have
       made Gotham a safer place than it
       was at the time of his death, eight
       years ago...
      ...finding a party in the grounds of Wayne Manor. The Mayor
      addresses the wealthy and powerful of Gotham.

                     

                      MAYOR
       This city has seen a historic
       turnaround. No city is without
       crime. But this city is without
       organized crime because the Dent
       Act gave law enforcement teeth in
       its fight against the mob. Now
       people are talking about repealing
       the Dent Act. And to them I
       say...not on my watch.
      Enthusiastic applause as the Mayor wraps up.
       I want to thank the Wayne
       Foundation for hosting this event.
       I'm told Mr. Wayne couldn't be here
       tonight, but I'm sure he's with us
       in spirit...

                     
      High above, on a darkened balcony, a lone figure. Watching.

       MAYOR (O.S)
       Now I'm going to give way to an
       important voice...

                     
      Down below at the bar, Commissioner Gordon examines some
      sheets of densely written paper. A Congressman muscles in.

                      CONGRESSMAN
       Commissioner.

                     

                      GORDON
       Congressman.

                      CONGRESSMAN
       Ever lay eyes on Wayne at one of
       these things?
      Gordon shakes his head. Gordon's Deputy Commissioner, Foley,
      cuts in.

       9.

                     

                     

                      FOLEY
       No one has. Not in years.

       MAYOR (O.S)
       He can tell you about the bad old
       days, when the criminals and
       corrupt ran this town with such a
       tight grasp that people put their
       faith in a murderous thug in a mask
       and a cape. A thug who showed his
       true nature when he betrayed the
       trust of this great man - (Turns to
       picture of Dent.) And murdered him
       in cold blood.
      The Congressman watches a tray of canap�s breeze past, then
      grabs the ass of the maid carrying them. She freezes.

                     

                      CONGRESSMAN
       Sweetheart, not so fast with the
       chow.

                      MAID
       (turns, tight smile)
       Shrimp balls?
      The Congressman grabs two. The Maid moves off. The
      Congressman glances down at Gordon's papers.

                     

       MAYOR (O.S)
       Jim Gordon can tell you the truth
       about Harvey Dent...

                      CONGRESSMAN
       Jesus, Gordon, is that your speech?
       We're gonna be here all night.

                      GORDON
       Maybe the truth about Harvey isn't
       so simple, Congressman.

                     

       MAYOR (O.S)
       But I'll let him tell you himself -
       Commissioner Gordon?
      Applause. Gordon approaches the mike. Looks down at his long
      speech. Thinks.

                      GORDON
       The truth...?
      INSERT CUT: Harvey Dent, face half destroyed, threatens
      Gordon's son with a handgun.

       10.

                     

                     
      Gordon surveys the audience. Deciding.
       I have written a speech telling the
       truth about Harvey Dent...
      Gordon folds up his speech.
       Maybe the time isn't right...
      Gordon stuffs the papers inside his jacket. The Congressman
      mutters under his breath.

                      CONGRESSMAN
       Thank Christ for that...

                      GORDON
       Maybe right now all you need to
       know is that there are a thousand
       inmates in Blackgate Prison as a
       direct result of the Dent Act.
       These are violent criminals,
       essential cogs in the organized
       crime machine that terrorized
       Gotham for so long. Maybe, for now,
       all I should say about Harvey
       Dent's death is this...it has not
       been for nothing.
      The figure on the balcony turns back into the mansion.
      People clap as Gordon leaves the mike. Gordon approaches
      Foley.

                     

                      GORDON
       The second shift reports in?

                      FOLEY
       On your desk. But you should put in
       some more time with the Mayor -

                      GORDON
       That's your department.

                     
      Gordon heads for the line of town cars in the gravel drive.

                      CONGRESSMAN
       Anyone shown him the crime stats?

                      FOLEY
       He goes by his gut, and it
       continues to bother him, whatever
       the numbers.

                      CONGRESSMAN
       Must be popular with the wife.

       11.

                     

                     

                      FOLEY
       Not really. She took the kids and
       moved to Cleveland.

                      CONGRESSMAN
       He'll have plenty of time for
       visits. Mayor's dumping him in the
       spring.

                      FOLEY
       Really? He's a hero.

                     

                      CONGRESSMAN
       War hero. This is peacetime. Stay
       smart, the job's yours.

                     

                     

      INT. KITCHENS, WAYNE MANOR - MOMENTS LATER

      Our Maid dives into the bustle of Wayne Manor below stairs -
      Caterers and Maids, Wait Staff. She overhears another Maid.

                      MAID 2
       They say he never leaves the East
       Wing.

                      MAID 3
       I heard he had an accident - that
       he's disfigured.

                     
      The other Maids signal her to be quiet. All the chatter has
      died. Alfred has entered the kitchen.

                      ALFRED
       Mr. Till, why are your people using
       the main stairs?
      Alfred places a glass of water on a tray next to a covered
      plate. Picks up the tray, looks around the chaotic kitchen.

                     

                      ALFRED
       Where's Mrs. Bolton?

                      MAID
       She's up at the bar, sir. Can I
       help?

                     
      Alfred looks at the Maid. Hands her a key and the tray.

                      ALFRED
       The East drawing room. Unlock the
       door, place the tray on the table,
       lock the door again. Nothing more.

       12.

                     

                     
      The Maid nods. Takes the tray.

                     

      INT. HALL, WAYNE MANOR - MOMENTS LATER

      Following the Maid through the empty house. She comes to the
      large oak door to the East Wing. Unlocks it...

                     

      INT. DRAWING ROOM, EAST WING, WAYNE MANOR - CONTINUOUS

      The room is dark, quiet. The Maid places the tray on the
      table. She looks at the inner door opposite. It is ajar...

                     

      INT. HALL, WAYNE MANOR - CONTINUOUS


                     
      Alfred talks to an elegant woman, thirties, Miranda Tate.

                      ALFRED
       I'm sorry, Miss Tate, but I've
       tried. He won't see you.

                     

                      MIRANDA
       It's important, Mr. Pennyworth.
      Her accent is European. Hard to place.

                      ALFRED
       Mr. Wayne is as determined to
       ignore important things as trivial
       ones.

       MALE VOICE (O.S.)
       Don't take it personally, Miranda.

                     
      They turn to see a man in his fifties. Daggett.

                      DAGGETT
       Everyone knows Wayne's holed up in
       there with eight-inch nails, peeing
       into Mason jars. (To Alfred.) Good
       of you to let me on the grounds.

                      ALFRED
       The Dent Act is about all Gotham.
       Even you, Mr. Daggett. Miss Tate,
       always a pleasure.
      Alfred turns and walks off. Daggett smiles, glib.

       13.

                     

                     

                      DAGGETT
       Why waste your time talking to the
       man who threw away your investment
       on some save-the-world vanity
       project? He can't help you get your
       money back. But I can.

                      MIRANDA
       I could try explaining that a
       save-the-world project, vain or
       not, is worth investing in,
       whatever the return. I could try,
       Mr. Daggett, but you understand
       only money and the power you think
       it buys, so why waste my time,
       indeed?

                     
      She walks away. Daggett watches her go.

                     

      INT. DRAWING ROOM, EAST WING, WAYNE MANOR - CONTINUOUS

      Close on the dinner tray. We hear a labored step approach.
      Bruce Wayne appears, leaning on a cane. Gaunt. Grey temples.
      He lifts the lid of his dinner, then freezes, hearing
      something. He slowly limps into the next room...

                     

      INT. SITTING ROOM, EAST WING, WAYNE MANOR, CONTINUOUS


                     
      The Maid looks at framed photographs of Rachel, Thomas and
      Martha Wayne. Some are half-burned. She notices an archery
      target, arrows stuck in it. She reaches out. WHAM! An arrow
      sticks into the target - the Maid spins around, flustered.
      Wayne, at the other end of the long room, lowers a composite
      bow. Picks up his cane.

                      MAID
       I'm, I'm terribly sorry, Mr. Wayne.
       It is Mr. Wayne, isn't it?

                     
      Wayne nods, gently. Limps towards her.

                      MAID
       Although you don't have the long
       nails... (Nervous laugh.) Or facial
       scars...
      She trails off, embarrassed. Coy. She seems very young.

                      WAYNE
       Is that what they say about me?

       14.

                     

                      MAID
       It's just that...nobody sees you...

                     
      Wayne approaches slowly. He nods at her pearl necklace.

                      WAYNE
       That's a beautiful necklace.
       Reminds me of the one that belonged
       to my mother. It can't be the same
       one - her pearls are in this safe -
      He reaches out with his cane to press open a panel on the
      bureau, revealing a safe door...
       - which the manufacturer clearly
       explained is uncrackable.

                     
      ...which swings open with an awkward creak.

                      MAID
       Oops. No one told me it was
       uncrackable.

                     
      The Maid suddenly seems more confident. Older.

                      WAYNE
       I'm afraid I can't let you take
       those.

                     
      She smiles at him. Moves towards him.

                      MAID
       Look, you wouldn't hit a woman any
       more than I would beat up a
       cripple.
      She kicks his cane from under him, smashes him down.
       Of course, sometimes exceptions
       have to be made.

                     
      The Maid vaults onto the bureau and up to a high window.
       Goodnight, Mr. Wayne.
      She flips backwards through the window. Wayne smiles, then
      rocks forward on his good leg and rises with athletic grace.
      He looks at the safe, notices something. Powder...

                     

      EXT. DRIVE, WAYNE MANOR - CONTINUOUS

      Moving toward the line of town cars, the Maid pulls off her
      white apron, cuffs and collar, leaving a black dress and
      pearls. A Valet hurries to open a car door for her - she
      slips into a town car...beside the Congressman.

       15.

                     

                     

                      MAID
       Can I have a ride?
      The Congressman, a little tipsy, looks at her hungrily.

                      CONGRESSMAN
       You read my mind.

                     

      INT. EAST WING, WAYNE MANOR - LATER


                     
      Alfred enters, to find Wayne kneeling at the safe.

                      ALFRED
       Miss Tate was asking to see you
       again.

                     

                      WAYNE
       She's very persistent.

                      ALFRED
       And quite lovely, in case you were
       wondering.

                     

                      WAYNE
       I wasn't.

                      ALFRED
       What are you doing?

                     

                      WAYNE
       Examining print dust. We've been
       robbed.

                      ALFRED
       And this is your idea of raising
       the alarm?

                      WAYNE

                      (SHRUGS)
       She took the pearls. Tracking
       device and all.

                      ALFRED
       She?

                     

                      WAYNE
       One of the maids, perhaps you
       should stop letting them in this
       side of the house.

       16.

                     

                     

                      ALFRED
       Perhaps you should learn to make
       your own bed, then. Why are you
       dusting for prints?

                     

                      WAYNE
       I'm not. She was.

                     

      EXT. ROOFTOP, MAJOR CRIMES UNIT - CONTINUOUS


                     
      Gordon brings a stack of files against the air duct, settles
      to read. Next to him is a rusty, broken searchlight.

       YOUNG VOICE (O.S.)
       Sir?

                     
      A young Cop is standing there. This is Blake.

                      BLAKE
       I didn't want to bother you up
       here, but they're looking for you.

                     

                      GORDON
       What's the problem, son?

                      BLAKE
       Congressman Gilly's wife's been
       calling. He hasn't made it home
       from the Wayne Foundation event.

                      GORDON
       That's a job for the police?

                      BLAKE
       Sir, I've been a cop for a year and
       I've only logged half a dozen
       arrests. When you and Dent cleaned
       the streets you cleaned 'em good.
       Pretty soon we'll be chasing
       overdue library books.
      Gordon smiles at this. Blake looks at his stack of files.

                      BLAKE
       But here you are. Like we're still
       at war...

                      GORDON
       Old habits.

       17.

                     

                     

                      BLAKE
       Or instinct.

                      GORDON
       What's your name, son?

                     

                      BLAKE
       Blake, sir.

                      GORDON
       You have something you want to ask
       me, Officer Blake?

                      BLAKE
       It's that night. This night, eight
       years ago. The night Dent died.

                     

                      GORDON
       What about it?

                      BLAKE
       The last confirmed sighting of the
       Batman. He murders those people,
       takes out two SWAT teams, breaks
       Dent's neck...then just vanishes?

                      GORDON
       I'm not hearing a question, son.

                     
      Blake shifts uneasily. Then looks at Gordon.

                      BLAKE
       Don't you want to know who we was?
      Gordon turns to look at the broken searchlight. He brushes
      his fingers across its rusted shell.

                      GORDON
       I know exactly who he was. (Turns
       to Blake.) He was Batman.

                     
      Gordon walks past Blake, heading for the stairs.

       GORDON (O.S.)
       Let's go see about the
       Congressman's wife...

       18.

                     

      INT. EAST WING, WAYNE MANOR - MORNING

      Alfred takes his tray into the bedroom. The bed is empty.

                     

                      ALFRED
       Master Wayne?
      Alfred's voice echoes through the vast mansion. No reply.

                     

                     

      INT. STUDY, WAYNE MANOR - MOMENTS LATER

      Alfred hits three notes on the piano. The bookcase opens.

                     

                     

      INT. ELEVATOR SHAFT - CONTINUOUS

      Alfred descends into the caverns beneath Wayne Manor.

                     

      INT. BATCAVE - CONTINUOUS


                     
      Alfred walks through the arches as the stone floor starts to
      lower, becoming a ramp. At the bottom, Alfred is level with
      a series of dark slate obelisks - a bridge over the water to
      where Wayne sits at a computer atop a massive slate cube.

                     

                      ALFRED
       You haven't been down here in a
       long time...

                      WAYNE
       Just trying to find out more about
       our jewel thief. I ran her prints
       from the photos she handled -
      Wayne pulls up a mug shot - a fat, male armed-robbery
      suspect.
       - but she was wearing someone
       else's fingerprints. She's good.

                      ALFRED
       She may be. But we have the trace
       on the necklace.

                     

                      WAYNE
       We do, so I cross-referenced the
       address she went back to with
       police data on high-end
       B-and-E's...

                     
      Wayne hits a key. A photograph of the Maid appears.
       Selina Kyle. The databases are full
       of close calls, tips from fences...

       19.

                     
      Newspaper headlines appear -

      THE CAT STRIKES AGAIN, POLICE SUSPECT 'CAT' BURGLAR IN JEWEL

      HEIST.

                     

                      WAYNE
       She's good, but the ground is
       shrinking beneath her feet.

                     

                      ALFRED
       We should send the police before
       she fences the pearls.

                      WAYNE
       She won't. She likes them too much.
       And they weren't what she was
       after.

                      ALFRED
       What was she after?

                     

                      WAYNE
       My fingerprints. There was printer
       toner mixed with graphite on the
       safe. Gives you a good pull, and
       it's untraceable.

                     

                      ALFRED
       Fascinating. Maybe you should
       exchange notes over coffee.

                      WAYNE
       Now you're trying to set me up with
       a jewel thief?

                      ALFRED
       At this point, sir, I would set you
       up with a chimpanzee if I thought
       it would bring you back into the
       world.

                      WAYNE
       There's nothing out there for me.

                     

                      ALFRED
       And that's the problem. You hung up
       the cape and cowl, but never moved
       on. You won't get out there and
       find a life. Find someone -

                     

                      WAYNE

                      (BITTER)
       I did find someone, Alfred.

       20.

                     

                     

                      ALFRED
       I know. And then you lost them.
       That's part of living, sir. But
       you're not living - you're waiting.
       Hoping for things to go bad again.

                     
      Wayne says nothing.
       Remember when you left Gotham?
       Before all this. Before Batman.
       Seven years you were gone. Seven
       years I waited. Hoping that you
       wouldn't come back.
      Wayne looks at Alfred. Not understanding.
       Every year I took my holiday. I'd
       go to Florence. There's a caf� by
       the Arno... Any fine evening I
       would sit there and order a Fernet
       Branca...
      INSERT CUT: Alfred seated in a caf� sipping his drink...
       I had a fantasy. I liked to imagine
       that one day I'd look across the
       tables, and see you. Sitting there
       with your wife. Perhaps some kids.
       You wouldn't say anything to me, or
       me to you, but we'd both
       know...that you'd made it. That you
       were happy.

                     
      INSERT CUT: Alfred spots a couple at another table and looks
      closer, hopeful. But they are strangers.
       I never wanted you to come back to
       Gotham. I knew there was nothing
       there for you but pain and tragedy,
       and I wanted more for you than
       that. I still do.
      Alfred leaves Wayne to his cave. His bats.

                     

                     

      EXT. WATER TREATMENT FACILITY - DAY

      Blake and his partner, Ross, get out of their patrol car. A
      DWP Man leads them down a long concrete trough.

                     

                      DWP MAN
       They wash up a couple times a
       month. More when in gets colder -
       homeless sheltering in the tunnels.
       We had to pull him to clear the
       basin, but other than that we
       didn't touch him...

       21.

                     

                     
      They come out by the catchment basin. Above the grille lies
      a body - a teenage boy. Blake looks down at him. Freezes.

                      ROSS
       What?

                     

                      BLAKE
       Name's Jimmy. He's at St.
       Swithin's. (Off look.) The boys
       home where I...I coach some ball.

                     

                     

      EXT. ST. SWITHIN'S HOME FOR BOYS - DAY

      Blake looks up at the shabby building.

                     

                     

      INT. ST. SWITHIN'S HOME FOR BOYS - MOMENTS LATER

      Blake is talking to Father Reilly.

                      FATHER REILLY
       Jimmy hadn't been here for months.

                     

                      BLAKE
       Why?

                      FATHER REILLY
       You know why, Blake - he aged out.
       We don't have the resources to keep
       boys on after sixteen -

                      BLAKE
       The Wayne Foundation gives money
       for that -

                     

                      FATHER REILLY
       Not for two years now.

                      BLAKE
       He has a brother here, right?

                     

                      FATHER REILLY
       Mark. I'll tell him.

                      BLAKE
       I'd like to, if that's okay.

       22.

                     

                     

      EXT. PLAYGROUND, ST. SWITHIN'S - MOMENTS LATER

      Father Reilly watches as Blake sits with Mark - ten.

                      BLAKE
       I'm sorry.

                     
      Mark nods slowly. Staring straight ahead.

                      BLAKE
       What was he doing in the tunnels?

                     

                      MARK
       Lot of guys been going down the
       tunnels when they age out. Say you
       can live down there. Say there's
       work down there.

                     

                      BLAKE
       What kind of work are you gonna
       find in the sewers?

                      MARK
       More than you can find up here, I
       guess.
      Blake considers this. Troubled.

                     

                     

      INT. DIVE BAR - NIGHT

      Selina Kyle, in a little black dress, walks in with a drunk
      in a Hawaiian shirt. She sits him on a bar stool - walks
      over to a table where a neatly dressed man, Stryver, sits.

                     

                      STRYVER
       You brought a date?

                      SELINA
       I like having someone around to
       open doors for me.

                     
      Selina glances around. Things scattered throughout the bar.
      Jumpy. Selina hands an envelope to Stryver.

                      SELINA
       Right hand. No partials.
      Stryver slides a transparency out of the envelope. Holds it
      up to the light. Four perfect fingerprint transfers.

       23.

                     

                     

                      STRYVER
       Very nice.
      He pockets the envelope.

                      SELINA
       Not so fast, handsome. You got
       something for me?

                      STRYVER
       Oh, yes.

                     
      Stryver signals a Thug who locks the door. Another Thug
      joins them at the table. Selina smiles.

                      SELINA
       I don't know what you're going to
       do with Mr. Wayne's prints...but
       I'm guessing you'll need his thumb.
      As Stryver checks the envelope again -

                      SELINA
       You don't count so good, huh?

                      STRYVER
       I count fine.
      The Second Thug puts a gun to Selina's head.

                     

                      STRYVER
       In fact, I'm counting to ten right
       now...
      Selina looks in his eyes. The Thug cocks his gun. She
      blinks.

                      SELINA
       Okay, okay -

                     
      She reaches for her purse. The Thug stops her, reaches in
      himself - pulls out a cellphone. Slides it across the table.

                      SELINA
       My friend is waiting outside. Just
       hit 'send'...

                     
      Stryver looks at the phone. Hits 'send'. Selina sizes up her
      options. A knock on the door. Second Thug hides his gun. The
      door opens - a young woman, Jen. She enters, cheerful, spots
      Selina. Pulls out an envelope, looks around.

       24.

                     

                     

                      JEN
       Place is a little dead.

                      SELINA
       (takes envelope, tense)
       It'll liven up in a minute, trust
       me.

                      JEN
       Everything okay?

                     

                      SELINA
       Great. Catch you later.
      Jen leaves. Stryver checks the envelope. Satisfied.

                      SELINA
       It would've been a lot easier to
       just give me what we agreed.

                      STRYVER
       We can't have loose ends. And even
       in that dress, no one's going to
       miss you.

                      SELINA
       No. But my friend over there...?
      Stryver looks at Selina's 'date' drooling into a bowl of
      nuts at the bar - he looks familiar...

                      SELINA
       Every cop in the city's missing
       him.

                     
      Across the bar, the TV on mute -

      MANHUNT FOR MISSING CONGRESSMAN.
      Stryver looks at Selina.

                     

                      STRYVER
       Cute. But they're not gonna be
       looking in a place like this.

                      SELINA
       I don't know... You did just use
       his cell phone.
      Stryver glances down at the cell phone as - SCREECH - the
      Thugs look out the window at cop cars and SWAT units
      descending on the bar. Stryver glances at the window and -
      SMASH - Selina CRACKS his head against the table, grabs

       25.

                     

                     
      Second Thug's gun hand, flips over the table, firing at the
      other Thugs, who drop. The SWATs batter down the door.
      Selina crouches, cowering, screaming.

                      SWAT
       It's alright, Miss. Just stay down

                      -
      The SWATs barrel past, chasing the remaining Thugs back
      through the bar and out into the back alley. Selina smiles.

                     

                     

      EXT. ALLEY BEHIND BAR - CONTINUOUS

      The Thugs turn and open up on the SWATs with automatic
      weapons.

                     

                     

      INT. DIVE BAR - CONTINUOUS

      Selina moves to the door. Spots the Congressman under the
      bar, clutching his bleeding leg.

                     

                      SELINA
       Keep some pressure on that,
       sweetheart.
      She adjusts her dress in the broken mirror behind the bar.
      Moves for the door.

                     

                      CONGRESSMAN

                      (WEAK)
       Call me?

                     

                     

      EXT. DIVE BAR - CONTINUOUS

      Selina waltzes out - right into Blake. She feigns panic.

                      SELINA
       There's a man in there - he's
       bleeding!

                      BLAKE
       It's okay, Miss. It's okay.

                     
      Blake helps Selina down onto the tailgate of a SWAT truck.
      He heads into the bar, weapon drawn. Selina slips behind the
      truck and into the night.

       26.

                     

                     

      INT. DIVE BAR - CONTINUOUS

      Blake enters, gun drawn. Spots the Congressman.

                      BLAKE

                      (INTO RADIO)
       I've got the Congressman - bullet
       to the leg, but he's okay.

                     

      EXT. ALLEY BEHIND BAR - CONTINUOUS


                     
      The SWATs return fire. The Thugs lay down cover fire, then
      race around a corner into a smaller passage.
      A cop car pulls up, blocking the mouth of the alley - Gordon
      jumps out, gun drawn.

                     
      The SWATs approach the passage, massing on both corners
      tactically. The two corner SWATs exchange hand signals,
      counting down... They round the corner, aiming low and high.
      The passage is empty.

                     
      The SWATs cover a fire escape, but Gordon spots at once -

                      GORDON
       Manhole!

                     
      He races to the manhole cover - SWATs wrench off the cover,
      Gordon grabs a flashlight from the nearest SWAT.

                      GORDON
       You three, down with me. You two,
       head down to cover the next exit -

                     

                      SWAT
       Where -?

                      GORDON
       Get the DWP down here, now!

                     
      Gordon starts climbing down the ladder...

                     

      INT. SEWERS - CONTINUOUS


                     
      Gordon moves down the tunnel, flashlight low. Three SWATs
      fall in behind...

       27.

                     

                     

      EXT. ALLEY BEHIND BAR - CONTINUOUS

      Blake comes into the alley. Cops surround the manhole.

                      COP
       Where's the DWP guy?

                     

                      BLAKE
       They went down there?

                      FOLEY
       (shaking his head)
       And Gordon took SWAT in after them.

                     

      INT. SEWERS - CONTINUOUS


                     
      Gordon hears a noise up ahead - pushes forward, rounds the
      corner. BANG! GUNFIRE. SWATs return fire, shots sparking off
      the concrete walls, then - BOOM - behind him the tunnel
      ERUPTS IN FIRE, blasting the SWATs. Gordon races forward,
      tearing through the tunnels.

                     

                     

      EXT. ALLEY BEHIND BAR - CONTINUOUS

      Blake jumps back as a fireball bursts out of the manhole.

                     

                     

      INT. SEWERS - CONTINUOUS

      Gordon races around a corner, gun drawn. A noise makes him
      turn - WHACK, he is clobbered from behind by a Thug.

                     

                     

      EXT. ALLEY BEHIND BAR - CONTINUOUS

      Blake pushes forward.

                      BLAKE
       Come on, we gotta get down there -

                     

                      COP
       That was a gas explosion, kid -

                      BLAKE
       Gas? This is a sewer!

                      FOLEY
       No one goes in there till we know
       what's down there.

       28.

                     

                     

                      BLAKE
       We know what's down there, sir. The
       Police Commissioner!

                      FOLEY
       Somebody get the hothead out of
       here. And get me a DWP guy!
      Blake backs off. Gets an idea - goes for his patrol car.

                     

                     

      INT. SEWERS - CONTINUOUS

      Thug 1 flips Gordon onto his back.

                      THUG 1
       This one's alive. (Looks closer.)
       Jesus. It's the Police
       Commissioner.

                      THUG 2
       What do we do?

                     

                      THUG 1
       Take him to Bane.
      The two Thugs drag Gordon down through the maze of tunnels.
      As they descend deeper they encounter work crews of muscular
      men wielding large drills and jackhammers, working the walls
      and ceiling of the larger tunnels. Some of the men are armed
      Mercenaries, overseeing gangs of homeless street kids. They
      stare as Gordon is dragged past. The Thugs drag Gordon
      between two waterfalls, into -

                     

                     

      INT. BANE'S LAIR, SEWERS - CONTINUOUS (NIGHT)

      They approach a figure, turned away, crouched in the
      firelight. Bare-chested, muscular, masked. Bane. A crooked
      line of scar tissue runs the length of his spine...

                     

                      BANE
       Why are you here?
      The Thugs drop Gordon at Bane's feet.

                     

                      THUG 1
       Answer him!
      Bane slowly turns to the Thugs.

       29.

                     

                     

                      BANE
       I'm asking you.

                      THUG 1
       It's the Police Commissioner.

                     

                      BANE
       And you brought him down here?

                      THUG 2
       We didn't know what to do. We -

                     

                      BANE
       You panicked. And your weakness
       costs three lives.

                      THUG 1
       No, he's alone -
      Bane flips the Thug's chin up and to the side with a crack.
      Thug 1 drops. Bane turns to Thug 2.

                      BANE
       Search him. Then I will kill you.
      The Thug, terrified, pulls out Gordon's badge, wallet,
      gun...and the folded papers of the speech he did not read.
      Bane takes these one by one with quick glances. He stops at
      the papers. Unfolds them...

                     
      As he reads, Gordon rolls off the steps, dropping into the
      rushing flow of water - gunshots ring out...

                      THUG 2
       He's dead.

                     
      Thug 2 trails off as Bane looks up from the papers...

                      BANE
       Then show me his body.

                     

                      THUG 2
       That water runs to any one of the
       outflows - we'd never find him.
      Bane turns to the Lead Mercenary.

                     

                      BANE
       Give me your GPS.
      Lead Mercenary hands him a GPS - Bane tucks it into Thug 2's
      jacket, zips it up like a mother sending her kid to school.

       30.

                     

                     

                      BANE
       Follow him.

                      THUG 2
       Follow him?

                     
      Bane shoots Thug 2, kicks him into the water. Turns to Lead
      Mercenary.

                      BANE
       Track him. Make sure both bodies
       will not be found. Then brick up
       the south tunnel.

                     

      EXT. WATER TREATMENT FACILITY - NIGHT


                     
      Blake comes out to the catchment basin. He spots something
      stuck up against the grille, thrusts his hand into the
      raging waters - Gordon is there, alive. Just. Blake pulls
      him up onto the concrete, hoists him up, hurrying...

                     

                     

      INT. FRONT HALL, WAYNE MANOR - DAY

      Alfred opens the door to reveal Blake in his dirty uniform.

                      BLAKE
       I need to see Bruce Wayne.

                     

                      ALFRED
       I'm sorry, Mr. Wayne doesn't take
       unscheduled calls. Even from police
       officers.

                     

                      BLAKE
       And if I go get a warrant, in the
       investigation of Harvey Dent's
       murder? Would that still count as
       unscheduled?

                     

                     

      INT. STUDY, WAYNE MANOR - MOMENTS LATER

      Blake is sitting, drumming his leg, nervous. Wayne enters.

                     

                      WAYNE
       What can I do for you, officer?

                      BLAKE
       Commissioner Gordon's been shot.

       31.

                     

                     

                      WAYNE
       I'm sorry to hear that -

                      BLAKE
       He chased a gunman down into the
       sewers. When I pulled him out he
       was babbling about an underground
       army. A masked man called 'Bane'.

                      WAYNE
       Shouldn't you be telling this to
       your superior officers?

                      BLAKE
       I did. One of them asked if he saw
       any giant alligators down there. He
       needs you. He needs the Batman.

                     

                      WAYNE
       If Commissioner Gordon thinks I'm
       the Batman he must be in a bad way

                      -

                     

                      BLAKE
       He doesn't know or care who you
       are. (Off look.) But we've met
       before. When I was a kid. At the
       orphanage. See, my mom died when I
       was small. Car accident, I don't
       really remember it. But a couple of
       years later my dad was shot over a
       gambling debt. I remember that just
       fine. (Looks at Wayne.) Not a lot
       of people who know what it feels
       like, do they? To be angry. In your
       bones. People understand, foster
       parents understand. For a while.
       Then they expect the angry kid to
       do what he knows he can never do.
       To move on. To forget.

                     
      Wayne stares at Blake.

                      BLAKE
       So they stopped understanding and
       sent the angry kid to a boys' home
       - St. Swithin's. Used to be funded
       by the Wayne Foundation. See, I
       figured it out too late. You have
       to hide the anger. Practice smiling
       in the mirror. Like putting on a
       mask. You showed up one day in a
       cool car, pretty girl on your arm.

                      (MORE)

       32.

                     

                     

                      BLAKE (CONT'D)
       We were so excited - Bruce Wayne,
       billionaire orphan. We made up
       stories about you. Legends. The
       other boys' stories were just that.
       But when I saw you I knew who you
       really were... (Beat.) I'd seen
       that look on your face. Same one I
       taught myself.
      Blake gets up to leave. Wayne is lost in thought.

                     

                      BLAKE
       I don't know why you took the fall
       for Dent's murder, but I'm still a
       believer in the Batman. Even if
       you're not.

                     

                      WAYNE
       Why did you say your boys' home
       used to be funded by the Wayne
       Foundation?

                     

                      BLAKE
       Because the money stopped. Might be
       time to get some fresh air and
       start paying attention to the
       details. Some of those details
       might need your help.

                     

      INT. HALL, WAYNE MANOR - MOMENTS LATER

      Wayne and Alfred watch Blake drive away.

                     

                      WAYNE
       You checked that name? 'Bane' -

                      ALFRED
       Ran it through some databases. He's
       a mercenary. No other known name.
       Never been seen or photographed
       without a mask. He and his men were
       behind a coup in West Africa that
       secured mining operations for our
       friend John Daggett.

                     

                      WAYNE
       Now Daggett's brought them here?

                      ALFRED
       It would seem so. I'll keep
       digging.

       33.

                     

                     
      Alfred turns to leave.

                      WAYNE
       Why did the Wayne Foundation stop
       funding boys' homes in the city?

                     

                      ALFRED
       The Foundation is funded from the
       profits of Wayne Enterprises...
       (Off look.) There have to be some.

                     

                      WAYNE
       Time to talk to Mr. Fox, I think.

                      ALFRED
       I'll get him on the phone -

                     

                      WAYNE
       No. Do we still have any cars
       around the place?

                      ALFRED

                      (LIGHTS UP)
       One or two.

                      WAYNE
       And I need an appointment at the
       hospital. About my leg.

                     

                      ALFRED
       Which hospital, sir?

                      WAYNE
       Whichever one Jim Gordon's in.

                     
      Alfred is less excited by this part of the request.

                     

      EXT. WAYNE ENTERPRISES - DAY


                     
      Moving towards the tall skyscraper downtown.

       MIRANDA (V.O.)
       Mr. Fox, I believe in what Mr.
       Wayne was trying to do...

                     

                     

      INT. BOARDROOM, WAYNE ENTERPRISES - CONTINUOUS

      Miranda is talking to Lucius Fox at the table.

       34.

                     

                     

                      MIRANDA
       I'm only asking for explanations
       because I think I can help.

                      FOX
       I'll pass along your request. Next
       time I see him.
      Miranda catches something in this.

                      MIRANDA
       He doesn't talk to you either?

                      FOX
       Let's just say that Bruce Wayne has
       his...eccentricities.

                     

                      MIRANDA

                      (RISING)
       Mr. Fox, are you aware that John
       Daggett is trying to acquire shares
       in Wayne Enterprises?

                     

                      FOX
       I was not. But it wouldn't do him
       any good - Mr. Wayne still retains
       a clear majority.
      Miranda leaves. Fox moves into his office - stops.

                     

                      FOX
       Bruce Wayne. As I live and breathe.
      Wayne rises, pushing hard on his cane.

                     

                      FOX
       What brings you out of cryo-sleep
       Mr. Wayne?

                      WAYNE
       I see you haven't lost your sense
       of humor...even if you have lost
       most of my money.

                      FOX
       Actually, you did that yourself.
       See, if you funnel the entire R and
       D budget for five years into a
       fusion project that you then
       mothball, your company is unlikely
       to thrive.

       35.

                     

                      WAYNE
       Even with -

                     

                      FOX
       A wildly sophisticated CEO, yes.
       Wayne Enterprises is running out of
       time. And Daggett is moving in.

                      WAYNE
       What're my options?

                      FOX
       If you're not willing to turn your
       machine on -

                     

                      WAYNE
       I can't, Lucius.

                      FOX
       Then sit tight. Your majority keeps
       Daggett at arm's length while we
       figure out a future for the energy
       program with Miranda Tate - she's
       supported your project all the way.
       She's smart, and quite lovely.

                      WAYNE
       You too, Lucius?

                      FOX
       We all just want what's best for
       you, Bruce. Show her the machine.

                     

                      WAYNE
       I'll think it over.

                      FOX
       Anything else?

                     

                      WAYNE
       No, why?

                      FOX
       These conversations always used to
       end with some...unusual requests.

                      WAYNE
       I retired.

                      FOX
       Let me show you some stuff, anyway.
      Fox hits a button - the bookcase opens into a hidden
      elevator.

       36.

                     

                     

      INT. APPLIED SCIENCES - MOMENTS LATER

      Fox leads Wayne into the vast, gadget-filled space. They
      pass Tumblers with different weapons configurations...

                      WAYNE
       I figured you'd have shut this
       place down.

                      FOX
       It was always shut down,
       officially.

                      WAYNE
       But all this new stuff?

                      FOX
       After your father died, Wayne
       Enterprises set up fourteen
       different defense subsidiaries.
       I've spent years shuttering them
       and consolidating all the
       prototypes under one roof. My roof.

                     

                      WAYNE
       Why?

                      FOX
       Stop them falling into the wrong
       hands. Besides, I thought someone
       might get some use out of them...
      Wayne shakes his head.

                      FOX
       Sure I can't tempt you to
       something? Pneumatic crampons?
       Infrared lenses? Least let me get
       you something for that leg.

                     

                      WAYNE
       It's fine the use it gets these
       days.

                      FOX
       Well, then I have just the thing
       for an eccentric billionaire who
       doesn't like to walk...
      Fox opens a door - we glimpse a sleek vehicle. Wayne's eyes
      light up.

       37.

                     

                      WAYNE
       Now you're just showing off.

                     

                      FOX
       Defense Department project for
       tight-geometry urban pacification.
       Rotors configured for maneuvering
       between buildings without
       recirculation.

                     

                      WAYNE
       What's it called?

                      FOX
       It has a long and uninteresting
       Wayne Enterprises designation. So I
       took to calling it the Bat. And
       yes, Mr. Wayne, it does come in
       black.
      Wayne touches its sleek side. Marveling.

                     

                      FOX
       Works great except for the
       autopilot.

                      WAYNE
       What's wrong with that?

                      FOX
       Software-based instability. Take a
       better mind than mine to fix it.

                     

                      WAYNE
       Better mind?

                      FOX
       I was trying to be modest. A less
       busy mind. Yours, perhaps.
      Wayne looks wistfully at the machine. Turns away.

                      WAYNE
       I told you. I retired, Lucius.

                     

                     

      INT. EXAMINATION ROOM, GOTHAM GENERAL HOSPITAL - NIGHT

      Wayne listens, distracted, while a Doctor examines an X-ray.

                     

                      DOCTOR
       I've seen worse cartilage in knees

                      -

       38.

                     

                     

                      WAYNE
       That's good -

                      DOCTOR
       No, that's because there is no
       cartilage in your knee. And not
       much of any use in your elbows and
       shoulders. Between that and the
       scar tissue on your kidneys,
       residual concussive damage to your
       brain tissue and general
       scarred-over quality of your
       body... (Takes a deep breath.) I
       cannot recommend that you go
       heli-skiing. About the only part of
       your body that looks healthy is
       your liver, so if you're bored I
       recommend you take up drinking, Mr.
       Wayne.
      Wayne smiles. The Doctor leaves. Wayne pulls on a ski mask,
      steps to the window, hops up, pulls a wire from his cane,
      which he clips to his belt. He props his cane behind the
      frame - jumps out. The wire unspools from the cane as -

                     

      EXT. TENTH FLOOR, GOTHAM GENERAL HOSPITAL - CONTINUOUS

      Wayne drops three floors...

                     

                     

      INT. PRIVATE ROOM, GOTHAM GENERAL - CONTINUOUS

      Gordon lies in his bed, hooked up to machines. Wayne, in ski
      mask, stands over him. Gordon's eyes flutter open. He tries
      to speak with a weak, hoarse voice...

                      GORDON
       We were in this together. Then you
       were gone...

                     

                      WAYNE
       The Batman wasn't needed anymore.
       We won.

                      GORDON
       Built on a lie. Our lie. Now
       there's evil rising from where we
       tried to bury it. Nobody will
       listen... The Batman has to come
       back.

       39.

                     

                     

                      WAYNE
       What if he doesn't exist anymore?

                      GORDON
       He must. He must.

                     

                     

      INT./EXT. LAMBORGHINI ON GOTHAM STREETS - NIGHT

      Wayne pulls up in front of a row of shabby subdivided town
      houses. Checks a tracking device. Jon, provocatively
      dressed, leads a Yuppie Banker-type in through a front door.

                     

      INT. SELINA'S APARTMENT - CONTINUOUS

      Selina sits in a small room getting ready to go out. She
      picks up the pearls - hears a disturbance in the hall.

       JEN (O.S.)
       I told you - money first -

       YUPPIE (O.S.)
       Goddammit, you took my wallet!

                     

      INT. STAIRWELL OUTSIDE SELINA'S APARTMENT - CONTINUOUS

      The Yuppie has Jen against the wall - he reaches back to hit
      her with an expensive wristwatch-clad arm. But Selina has
      grabbed his wrist with a powerful grip.

                      SELINA
       Get out.

                     

                      YUPPIE
       She took my wallet!
      Selina twists his arm behind him in a blinding move.

                      SELINA
       Now.
      She releases the Yuppie, who moves off down the stairs.
      Selina turns to Jen. Who is examining a wallet.

                      SELINA
       I told you not to try it with the
       assholes, Jen.

                      JEN
       They're all assholes.

       40.

                     

                     

                      SELINA
       Okay, the assholes who hit.

                      JEN
       I don't know what he's so upset
       about, he only had sixty bucks in
       here.

                      SELINA
       Probably the watch.

                     

                      YOUNG WOMAN
       Watch?
      Selina opens her hand and gives Jen the Yuppie's Rolex.

                     

                     

      EXT. SELINA'S BUILDING, OLD TOWN, GOTHAM - LATER

      Selina exits and hails a cab. Wayne watches her go. Then
      pulls out. Checking his tracker.

                     

                     

      EXT. MUSEUM, GOTHAM - LATER

      Town cars dispense Gotham society in tasteful masquerade.
      Wayne pulls up to the Valet. Paparazzi line the entrance.
      Wayne uses his cane to get out of his Lamborghini...

                     

                      PAPARAZZI
       Another stiff too old to climb out
       of his sports car.

                      PAPARAZZI 2
       No, that's Bruce Wayne! Hey, Wayne,
       where you been hiding?
      Lenses swing onto Wayne, who pushes a button on his key fob
      - a pulse. The cameras die. Wayne heads to the door.

                     

                      WAYNE
       I'm not sure if my assistant put me
       on the guest list -

                      GREETER
       Right through here, Mr. Wayne...

       41.

                     

                     

      INT. MUSEUM - CONTINUOUS

      A lavish ball - the expressively attired dance under falling
      confetti... Even Bruce Wayne is struck by the ostentation.
      He spots Selina dancing with a deeply smitten Rich Twit. She
      wears a small, velvet pair of cat ears. And the pearls.

                     

       MIRANDA (O.S)
       Bruce Wayne at a charity ball?
      Wayne turns to find Miranda Tate, amazed, a small mask her
      only concession to fancy dress.

                      WAYNE
       Miss Tate, isn't it?

                      MIRANDA
       Even before you became a recluse,
       you never came to these things...

                      WAYNE
       True. Proceeds go to the big fat
       spread, not the cause. It's not
       about charity, it's about feeding
       the ego of whichever society hag
       laid it on.

                      MIRANDA
       Actually, this is my party, Mr.
       Wayne.

                      WAYNE
       Oh.

                      MIRANDA
       And the proceeds will go where they
       should, because I paid for the big
       fat spread myself.

                      WAYNE
       That's very generous of you.

                      MIRANDA
       You have to invest to restore
       balance to the world. Take our
       clean-energy project...

                     

                      WAYNE
       Sometimes the investment doesn't
       pay off. Sorry.

       42.

                     

                     

                      MIRANDA
       You have a practiced apathy, Mr.
       Wayne. But a man who doesn't care
       about the world doesn't spend half
       his fortune on a plan to save it...
       (Gentle.) And isn't so wounded when
       it fails that he goes into
       hiding...
      Wayne looks at Miranda. Intrigued.

                     

                      MIRANDA
       Have a good evening, Mr. Wayne.
      Wayne watches Miranda glide away. Then turns to Selina.

                      WAYNE
       Mind if I cut in?
      Rich Twit turns, annoyed - Wayne hands him his cane. Takes
      Selina by the waist. She glares at him.

                      WAYNE
       You don't seem very happy to see
       me.

                      SELINA
       You were supposed to be a shut-in.

                     

                      WAYNE
       Felt like some fresh air.

                      SELINA
       Why didn't you call the police?

                     

                      WAYNE
       I have a powerful friend who deals
       with this kind of thing. (Admires
       her cat ears.) Brazen costume for a
       cat burglar.

                     

                      SELINA
       Yeah? Who are you pretending to be?

                      WAYNE
       Bruce Wayne, eccentric billionaire.
       Who's your date?

                      SELINA
       His wife's in Ibiza. She left her
       diamonds behind, though. Worried
       they'd get stolen.

       43.

                     

                      WAYNE
      It's pronounced 'Ibeetha'. You
      wouldn't want these folks realizing
      you're a crook not a social
      climber.

                     

                      SELINA
       (flash of anger)
      You think I care what anyone in
      this room thinks about me?

                     

                      WAYNE
      I doubt you care what anyone in
      this room thinks about you.

                      SELINA
      Don't condescend, Mr. Wayne. You
      don't know a thing about me.

                      WAYNE
      Well, Selina Kyle, I know you came
      here from your walk-up in Old Town
      - modest place for a master jewel
      thief. Which means either you're
      saving for your retirement - or
      you're in deep with the wrong
      people.

                     

                      SELINA
      You don't get to judge me because
      you were born in the master bedroom
      of Wayne Manor.

                      WAYNE
      Actually, I was born in the Regency
      Room.

                      SELINA
      I started off doing what I had to.
      Once you've done what you had to
      they'll never let you do what you
      want to.

                      WAYNE
      Start fresh.

                     

                      SELINA
      There's no fresh start in today's
      world. Any twelve-year-old with a
      cell phone could find out what you
      did. Everything we do is collated
      and quantified. Everything sticks.
      We are the sum of our mistakes.

       44.

                     

                     

                      WAYNE
       Or our achievements.

                      SELINA
       The mistakes stick better. Trust
       me.

                     

                      WAYNE
       You think that justifies stealing?

                      SELINA
       I take what I need to from those
       who have more than enough. I don't
       stand on the shoulders of people
       with less.

                      WAYNE
       Robin Hood?

                      SELINA
       I'd do more to help someone than
       most of the people in this room.
       Than you.

                     

                      WAYNE
       Maybe you're assuming too much.

                      SELINA
       Or maybe you're being unrealistic
       about what's really in your pants
       other than your wallet.

                      WAYNE
       Ouch.

                     

                      SELINA
       You think all this can last?
      Wayne glances around at the sumptuous party.

                     

                      SELINA
       There's a storm coming, Mr. Wayne.
       You and your friends better batten
       down the hatches, because when it
       hits you're all gonna wonder how
       you ever thought you could live so
       large and leave so little to the
       rest of us.

                      WAYNE
       Sounds like you're looking forward
       to it.

       45.

                     

                     

                      SELINA
       I'm adaptable.

                      WAYNE
       These pearls do look better on you
       then they did in my safe...

                     
      Wayne rolls her into his shoulder - reaches up to the back
      of her neck, unclasps the necklace.
       But I still can't let you keep
       them.

                     
      The pearls slide off her neck into his other hand. Selina
      looks at him. Angry. Then kisses him, hard, and disappears
      into the crowd. Wayne's cane reappears.

                      RICH TWIT

                      (ANNOYED)
       You scared her off.

                      WAYNE
       Not likely.

                     

                     

      EXT. MUSEUM - MOMENTS LATER

      Wayne approaches the Valet. Pats down his pockets.

                      WAYNE
       I must have lost my ticket -

                      VALET
       Your wife said you were taking a
       cab home, sir.

                     

                      WAYNE
       My wife?

                     

      INT./EXT. LAMBORGHINI RACING DOWN STREETS - CONTINUOUS


                     
      Selina permits herself a little smile as she guns the
      engine.

                     

      INT. ROLLS ROYCE - LATER


                     
      Alfred watches in the mirror as Wayne climbs into the back.

                      ALFRED
       Just you, sir?

                     
      Wayne gives him a withering glare.

                      (MORE)

       46.

                     

                      ALFRED (CONT'D)
       Don't worry, Master Wayne. Takes a
       little time to get back into the
       swing of things.
      Wayne dials his phone.

       FOX (O.S.)
       This is Fox.

                     

                      WAYNE
       Remember those 'unusual requests' I
       used to make?

       FOX (O.S.)
       I knew it!
      Up front, Alfred listens. Concerned.

                     

      INT. BATCAVE - DAY


                     
      Wayne pushes a button on a hi-tech carbon fiber brace
      strapped to his good knee - the brace tones. As Wayne starts
      moving his knee, bending, stretching, Alfred puts down a
      Thermos.

                     

                      ALFRED
       You've got the wrong leg, sir.

                      WAYNE
       You start with the good limb so it
       learns your optimum muscle
       patterns.
      Wayne swaps the brace to his bad knee. Puts his weight on it
      - the knee bends, kicks. He sits again. Cautious.
       Now we tighten it up.

                     
      Wayne gingerly pushes a button - the brace starts to shrink
      tight to his leg, digging in. Wayne grits his teeth.

                      ALFRED
       It is terribly painful?

                     

                      WAYNE

                      (GRITTED TEETH)
       You're welcome to try it, Alfred.

                      ALFRED
       Happy watching, thank you, sir.
      Wayne shouts as the brace clicks home. He gets to his feet.

       47.

                     

                     

                      WAYNE
       Not bad -
      Wayne executes a perfect roundhouse, knocking out a brick.
       Not bad at all.

                     
      Alfred picks up the brick. Considers it. Uneasy. He follows
      Wayne across the bridge to the cube.

                      ALFRED
       Master Wayne, if you're considering
       going back out there you need to
       hear some rumors surrounding Bane.

                      WAYNE
       I'm all ears.

                     

                      ALFRED
       There is a prison. In a more
       ancient part of the world. A pit.
       Where men are thrown to suffer and
       die. But sometimes, a man rises
       from the darkness. Sometimes...the
       pit sends something back.

                      WAYNE
       Bane.

                      ALFRED
       Born and raised in a hell on earth.

                      WAYNE
       Born in a prison?

                      ALFRED
       No one knows why. Or how he
       escaped. But they know who trained
       him one he did...R�'s al Gh�l. Your

                      A U
       mentor.

                     
      Wayne takes this in. Shocked.

                      ALFRED
       He plucked Bane from a dark corner
       of the earth and trained him in the
       blackest disciplines of combat,
       deception and endurance. Just like
       you.

                      WAYNE
       Bane was a member of the League of
       Shadows.

       48.

                     

                     

                      ALFRED
       Until he was excommunicated. And a
       man considered too extreme for R�'s

                      A
       al Gh�l is not to be trifled with.

                      U

                     

                      WAYNE
       I didn't realize I was known for
       trifling with criminals.

                      ALFRED
       That was then. And you can strap up
       your leg and put the mask back on.
       But it won't make you what you
       were.

                      WAYNE
       Which was?

                     

                      ALFRED
       Someone whose anger at death made
       him value all life. Even his own.

                      WAYNE
       If this man is all the things you
       say he is, then this city needs me.
      The Batsuit emerges from the cube.

                      ALFRED
       Yes, this city needs Bruce Wayne.
       Your resources, your
       knowledge...not your body. Not your
       life. That time has passed.

                     

                      WAYNE
       I tried helping as Bruce Wayne,
       Alfred. And I failed.

                      ALFRED
       You can fail as Bruce Wayne. As
       Batman, you can't afford to.

                      WAYNE
       That's what you're afraid of - that
       if I go back out there I'll fail.

                     

                      ALFRED
       No. I'm afraid that you want to.
      Wayne looks at Alfred. Then turns to examine the Batsuit.

       49.

                     

                     

      INT. STOCK EXCHANGE - EVENING

      A frenzy of trading on the packed floor...
      Two Traders sit on a shoeshine stand in the lobby.

                     

                      TRADER 2
       You can't short the stock because
       Bruce Wayne goes to a party -

                      TRADER 1
       Wayne coming back is change. Change
       is either good or bad.

                      TRADER 2
       On what basis?

                     

                      TRADER 1
       I flipped a coin.
      Near the front entrance: a Food Delivery Guy is standing
      there negotiating with a Trader.

                     

                      TRADER 3
       No. Rye. I told 'em rye.
      Trader 3 spots bad news on a screen.
       Alright, I'll take it.

                     
      He thrusts Food Guy a tip and grabs the bag, distracted...
      At the rear secure entrance: a Motorcycle Courier enters,
      wearing his helmet - a Female Security Guard gets in his
      face.

                     

       FEMALE SECURITY GUARD
       Rookie! Lose the helmet! (Points at
       a camera.) We need faces for
       cameras.

                     
      In the rest room: a Janitor mops the floor, shifting out of
      the way of two Traders who rush in to pee.
      At the shoeshine stand, Trader 1 waves a bill down at the
      man shining his shoes without a glance. Shoeshine Man takes
      the bill, then, as the Traders step off, he reaches into a
      gym bag and checks an automatic weapon. He clicks the slide
      home, then hoists the gym bag and heads for the trading
      floor.
      At the secure entrance: the Courier pulls off his helmet.
      The Female Security Guard's eyes go wide.

       50.

                     
      In the rest room: the Janitor reaches into his bucket and
      pulls out a machine pistol in a Ziploc bag.

                     
      Near the front entrance: Food Guy pulls an automatic pistol
      - clubs Trader 3 with it, pastrami flying. Shoeshine Man
      moves onto the floor, pulls out his weapon.
      Under the Courier's helmet - a mask. Bane. He grabs the
      Female Security Guard and throws her into her colleagues,
      lashing out in four directions with rapidfire lethality.
      Shoeshine Man fires into the large trading screens. The
      floor erupts into a different frenzy - traders hit the deck,
      screaming. Bane moves onto the floor...

                     

                      TRADER 1
       This is a stock exchange, there's
       no money you can steal -
      He dries up as Bane stops. Turns to him...

                     

                      BANE
       Why else would you people be here?
      Bane grabs Trader 1 by the throat and drags him across the
      floor to an online automated trades terminal... He puts the
      man's thumb onto the print reader - the screen lights up.

                     

                      BANE
       Enter your password. Or I send
       these men to your home.

                     
      Trader 1, terrified, types in his password. Outside, sirens.
      Shoeshine man pulls out a USB drive with an antenna - plugs
      it into the computer - figures race across the screen...

                     

      EXT. STOCK EXCHANGE - CONTINUOUS


                     
      Police vehicles screech into the narrow street -
      construction vehicles are blocking. Blake argues with a
      burly Construction Worker.

                      BLAKE
       Move it, now! We've got a
       situation.

                      CONSTRUCTION WORKER
       Where can I move it?!

                     

                      BLAKE
       That way!
      Blake points - but SWAT vehicles pile in, blocking.

       51.

                     

                     

                      BLAKE
       Get in your vehicle and stay there!
      Foley and the SWAT Commander, Allen, approach the entrance.
      The Market Security Chief walks up, frantic.

                     

                      SECURITY CHIEF
       You've gotta get in there!

                      FOLEY
       This is a hostage situation -

                     

                      SECURITY CHIEF
       It's a robbery! They've got direct
       access to the online trading desk.

                      FOLEY
       I'm not risking my men for your

                      MONEY -

                      SECURITY CHIEF
       It's not our money, it's
       everyone's!

                     

                      ALLEN
       Really? Mine's in my mattress.

                      SECURITY CHIEF
       If you don't shut these guys down,
       the stuffing in that mattress might
       be worth a whole lot less, pal.

                      FOLEY
       Cut the fiber line - shut down the
       cell tower. That'll slow them down.

                     

                     

      INT. STOCK EXCHANGE - CONTINUOUS

      Shoeshine Man looks up from the laptop.

                     

                      SHOESHINE MAN
       They cut the fiber. Cell's working.

                      BANE
       For now. How much longer does the
       program need?

                      SHOESHINE MAN
       Eight minutes.

       52.

                     

                     

                      BANE
       Time to go mobile.
      Shoeshine Man picks up the laptop, slips it into his pack...

                     

                     

      EXT. STOCK EXCHANGE - CONTINUOUS

      Allen shouts at his men.

                      ALLEN
       Get the barriers up - no more in
       and out on this street!
      Steel wedge-shaped barriers rise up at the mouth of the
      street. A Sniper watches the doors through a thermal scope.
      Six large heat signatures bloom, too big for people...

                     

                      SNIPER
       I've got something -
      The door explodes. SWATs duck, six sportbikes race out and
      leap the ramp-like barricades, sending SWATs scattering.
      Cops scramble to pull their vehicles out to give chase.

                     

      EXT. GOTHAM STREET - CONTINUOUS

      The bikes weave through traffic, Traders strapped to the
      back, facing backwards - screaming, ties flying in the wind.
      A cruiser falls in behind.

                      ROOKIE COP
       Shoot the tires!

                     
      A Veteran Cop sights a shot, but the Traders are in the way.

                      VETERAN COP
       No shot!

                     

                     

      EXT. STOCK EXCHANGE - CONTINUOUS

      Foley is barking into his radio.

                      FOLEY
       Back off, back off! They've got
       hostages!

       53.

                     

                     

      INT./EXT. CRUISER ON GOTHAM STREETS - CONTINUOUS

      The cruiser follows the bike into a large tunnel. A Rookie
      Cop looks up into his rear-view.

                      ROOKIE COP
       What's going on with the lights?
      The Veteran Cop looks back - streetlights and headlights are
      dying one after another. The darkness is chasing them - the
      darkness hits them. Their lights, sirens, and engine die...

                     
      And, out of the silence, a dark shape roars past -

                      VETERAN COP
       It can't be...

                     

                      ROOKIE COP
       The hell was that?!

                      VETERAN COP
       Oh boy. You're in for a show
       tonight, son.

                     

                     

      EXT. HIGHWAY - CONTINUOUS

      Food Guy drives the rear bike. He looks back - sees
      streetlights explode behind him - darkness catching him up.

                     
      The engine chokes and dies. The Trader jumps off, shouting
      for the cops. Food Guy turns, pulling his gun. SMASH! - Food
      Guy is thrown backwards off his bike by a dark wing as
      BATMAN races by on the Bat-Pod.

                     

                     

      EXT. STOCK EXCHANGE - CONTINUOUS

      Foley rushes to Blake's cruiser.

                      FOLEY
       Let's roll, they've spotted the
       Batman!

                     

      EXT. HIGHWAY INTERSECTION - CONTINUOUS


                     
      The remaining bikes split up as they reach a high overpass.

       54.

                     

                     

      EXT. HIGH OVERPASS - CONTINUOUS

      Batman pulls up, overlooking the intersection - pulls a
      rifle-shaped device. A tone builds - he aims it at the bike
      and fires.

                     

                     

      EXT. HIGHWAY OFF-RAMP - CONTINUOUS

      Janitor's bike sparks and dies. Sirens as Cops move in,
      Another bike splutters and dies - the Hostage breaks for
      cover.

                     

      EXT. HIGH OVERPASS - CONTINUOUS

      Batman sees the last two bikes disappear beneath an
      overpass. He holsters his EMP rifle and guns the Bat-Pod.

                     

      INT. BLAKE'S CRUISER - CONTINUOUS

      Foley, in the back, is using the cruiser as a mobile command
      station.

                      FOLEY

                      (INTO RADIO)
       Call everyone in - every car
       patrol, beat cop, off-duty, too!
       Pull 'em in, close every street!
       Now!
      Foley looks out at Gotham rushing by.

                      FOLEY
       I'm gonna do what Gordon never
       could.

                      BLAKE
       What's that?

                     

                      FOLEY
       I'm gonna take down the Batman.

                      BLAKE
       Sir, what about the armed robbers?

                     
      Foley ignores him.

       55.

                     

                     

      EXT. GOTHAM - CONTINUOUS

      All around the city, cops mobilize - cars, vans, choppers...

                     

      EXT. HIGHWAY - CONTINUOUS


                     
      Bane pulls up at speed alongside Shoeshine Man. Shoeshine
      Man glances inside his pack - signals '2'. Bane turns, sees
      darkness approaching, reaches back and grabs his Hostage,
      lifting him onto the back of Shoeshine Man's bike. Bane
      peels off - Batman stays on Shoeshine Man.

                     

      INT. CHOPPER - CONTINUOUS

      A Spotter watches Bane peel off, hits the radio.

                     

                      SPOTTER

                      (INTO RADIO)
       One bike's pulled off, no hostage -

                     

                     

      INT. BLAKE'S CRUISER - CONTINUOUS

      Foley listens to the radio, hungry -

                      SPOTTER

                      (OVER RADIO)
       Should we pursue?

                      FOLEY
       Negative! Stay on the Batman!

                      BLAKE
       But he's getting away!

                      FOLEY

                      (ANNOYED)
       Who do you want to catch? Some
       robber, or the son-of-a-bitch who
       killed Harvey Dent?

                     

      INT. DAGGETT'S PENTHOUSE - CONTINUOUS

      Coverage of the pursuit blares from all the TVs, as Daggett
      and Stryver watch. Tense.

                      TV ANNOUNCER
       People aren't saying much -
       frankly, they're too busy - but all
       signs suggest that what we're

                      (MORE)

       56.

                     

                     
       TV ANNOUNCER (cont'd)
       seeing is, in fact, the return of
       the Batman...

                     

                     

      INT. INNER OFFICE, DAGGETT'S PENTHOUSE - CONTINUOUS

      Moving in on a shadow, crouched in front of Daggett's safe,
      working the dial... The shadow slides up a pair of goggles
      onto the top of its head creating the silhouette of cat
      ears. It is Catwoman. She turns to the TV, watching the
      pursuit.

                      CATWOMAN
       Well, what do you know?
      Catwoman opens the safe. Nothing inside. She frowns.

                     

                     

      EXT. GOTHAM STREETS - CONTINUOUS

      Bane slips between two cruisers who tear after the Batman.
      He jumps up onto a concrete barrier, then down to the mouth
      of an outflow pipe. He glances at the entire Gotham Police
      Department descending on one man. Disappears into the pipe.

                     

      EXT. GOTHAM STREETS - CONTINUOUS


                     
      Shoeshine Man glances into his pack - the program beeps,
      finished. He looks back to see the Bat-Pod racing at him,
      ducks as it comes alongside...riderless. Shoeshine Man looks
      up, confused. WHUMP! His hostage is ripped off the bike by a
      low-flying dark shape.

                     
      Shoeshine Man lays down the bike in a shower of sparks,
      rolls off dazed. Batman grabs him.

                      BATMAN

       WHAT WERE YOU STEALING?!

                     
      Shoeshine Man stares. Unafraid. Batman rips the computer
      from his pack. The screen reads:

                     APPLICATION COMPLETE

                     
      Blinding light and noise as police choppers descend - sirens
      everywhere. Batman grabs the USB drive from the laptop. He
      jumps on the Bat-Pod - pauses, taking in the sight of
      thousands of police, cars, choppers, dogs, closing in.

       57.

                     

                     

                      POLICE VOICE

                      (OVER LOUDSPEAKER)

       STEP AWAY FROM THE BIKE!
      Batman looks at the line of stopped traffic. An empty car
      transporter is below the on-ramp... Batman fires the cannons
      at the transporter, the near ramp crashes down, and Batman
      roars towards it - mounts it and jumps onto the on-ramp...

                     

      INT. DAGGETT'S PENTHOUSE - CONTINUOUS


                     
      Daggett angrily grabs some ice cubes for his drink.

                      DAGGETT
       After eight years he has to pick
       tonight...

                     

                      STRYVER
       He's drawing the cops off Bane...
      Daggett watches, intrigued.

                     

                     

      INT. BLAKE'S CRUISER - CONTINUOUS

      Foley shouts down the phone.

                      FOLEY
       How did you let him go?!

                      COP

                      (OVER RADIO)
       He's got a lot of firepower -

                     

                      FOLEY
       And you don't?! We're not letting
       one nut with a bad attitude and
       some fancy gadgets run this town
       down, you hear me?!

                     

                      COP

                      (OVER RADIO)
       He's heading back downtown...

                      FOLEY

                      (EXCITED)
       Then he's as dumb as he dresses -
       close it down, gentlemen!

       58.

                     

                     

      EXT. GOTHAM STREETS - CONTINUOUS

      Thousands of police jockey to pursue the Batman as he races
      back into the downtown area.

                     

                     

      EXT. DOWNTOWN STREET - CONTINUOUS

      The Bat-Pod tears along, pursued by a phalanx of cruisers,
      choppers overhead. More cops appear at the far end of the
      boulevard.

                     
      The Bat-Pod executes a ninety-degree turn, flipping over as
      it goes, then guns into the darkness of a large blind alley.
      Cruisers and choppers block the mouth of the alley. Blake
      arrives last, his cruiser sealing the bottleneck. Foley
      swaggers out.

                      FOLEY
       Like a rat in a trap, gentlemen...
      Foley reaches for a loudhailer. VARRROOOOM!! A noise from
      the alley that none of the cops have heard before...

                      VETERAN COP
       You might have the wrong animal
       there, sir -

                     
      Spotlights smash on and a massive dark cyclone roars out of
      the alley, spinning the choppers sideways, dual rotor
      downdraft forcing all the cops to the ground.
      The Bat, now black, thunders up and over the entire Gotham
      PD. Blake slides up to Foley. Dry.

                     

                      BLAKE
       Are you sure that was him?
      Foley looks at Blake. Thrusts the loudhailer at him.

                     

                     

      INT. HOSPITAL ROOM - CONTINUOUS

      Gordon, still hooked up to machines, watches TV. He smiles.

                     

                      ANNOUNCER

                      (ON TV)
       Police are keeping quiet about the
       prospect of a return by the Batman,
       but eyewitness accounts seem the
       clearly suggests the type of...

       59.

                     

                     

      INT. DAGGETT'S PENTHOUSE - NIGHT

      Daggett watches the TV coverage, concerned. Stryver enters.

                      STRYVER
       Bane says the Batman interfered,
       but the task was accomplished.

                      DAGGETT
       What about the men they arrested?

                     

                      STRYVER
       He says, and I quote, they would
       die before talking.

                      DAGGETT

                      (GRINS)
       Where does he find these guys?
      Daggett gets to his feet, relieved, moves to his inner
      office.
       Open the champagne...

                     

                     

      INT. INNER OFFICE, DAGGETT'S PENTHOUSE - CONTINUOUS

      Daggett comes through the door, calling back.

                      DAGGETT
       And can we get some girls in here?

       CATWOMAN (O.S.)
       Careful what you wish for.
      Catwoman grabs him, throws him across the room. His back
      slams against the wall - he draws a gun, but - WHACK! -
      Catwoman pins his wrist to the wall at shoulder height using
      the high heel of her boot. He whimpers as she leans in.

                      CATWOMAN
       Cat got your tongue?
      She plucks the gun from his trembling hand.

                      DAGGETT
       You dumb bitch.

                     

                      CATWOMAN
       Nobody ever accused me of being
       dumb.

       60.

                     

                     

                      DAGGETT
       Dumb to show up here tonight.

                      CATWOMAN
       I want what you owe me -

                     
      Click - Stryver has a gun to her head.

                      DAGGETT
       'I want' never gets...

                     
      Stryver looks appreciatively at Catwoman as she lowers her
      leg...

                      STRYVER
       Nice outfit...those heels make it
       tough to walk?

                     
      Catwoman digs her stiletto into his calf, hard. He screams.

                      CATWOMAN
       I don't know, do they?

                     
      Catwoman spins, disarms Stryver, grabs Daggett.

                      CATWOMAN
       So where is it?

                      DAGGETT
       Where's what?

                      CATWOMAN
       The program. The 'Clean Slate'.

                      DAGGETT
       Oh, yeah - the ultimate tool for a
       master thief with a record. I don't
       have it.
      The Bodyguard bursts in, gun drawn. Catwoman, holding
      Daggett, spins, kicking the window with the point of her
      heel. The glass shatters. She pulls Daggett through the
      window. He screams - they drop...

                     

      EXT. WINDOW-CLEANING PLATFORM - CONTINUOUS


                     
      ...ten feet onto the window-cleaning platform. Catwoman uses
      her bladed heel to cut a rope - the platform plunges down
      the side of the building.

       61.

                     

                     

      EXT. FLAT ROOF - MOMENTS LATER

      Catwoman dumps Daggett onto the roof, towering over him.

                      CATWOMAN
       Where is it?

                     

                      DAGGETT
       The 'Clean Slate'? Type in a name
       and date of birth and within a
       couple hours that person ceases to
       exist in any database? Little too
       good to be true.

                      CATWOMAN
       You're lying. Rykin Data took it to
       prototype stage -

                     

                      DAGGETT
       That's why I bought them. But they
       had nothing. It was a gangland
       myth.

                     
      Catwoman leans back from Daggett, taking this in... Shapes
      drop onto the rooftop. Emerge from fire exits. They're not
      Daggett's bodyguards, these are Bane's men... Catwoman holds
      Daggett by the throat, threatening him.

                      CATWOMAN
       Stay back!
      They continue to approach. One of them screws a silencer
      onto his gun.

                      CATWOMAN
       I'm not bluffing!

       VOICE (O.S.)
       They know...

                     
      All eyes search for the source of the voice. Catwoman spots
      it - a dark shape, crouched on the roof above: Batman.

                      BATMAN
       They just don't care.

                     
      As the Mercenary with the silencer looks up, Catwoman leaps
      forward, grabs his gun. Batman drops into the middle of the
      fray, fighting back Mercenaries at Catwoman's back - she
      fires at one, clipping him, he drops. She spins aiming at
      another's head - Batman yanks her arm down, forcing her to
      miss the Mercenary. Batman takes him out with a kick.

       62.

                     

                     

                      CATWOMAN
       You've got to be kidding.

                      BATMAN
       No guns. No killing.

                     

                      CATWOMAN
       Where's the fun in that?
      As more mercenaries come out onto the roof, Batman runs for
      the far edge.

                     

                      BATMAN
       Come on!
      Catwoman follows, confused, as Batman leaps off the roof.
      She gets to the edge, pauses to look down into the alley -
      sees the black angular roof of the Bat, cockpit open.
      Shots impact around her - she leaps, landing hard, but
      gracefully on the back of the vehicle, slides into the
      cockpit. As the engines thunder into life, and the canopy
      hisses shut, taking bullets from above.

                     

                      CATWOMAN
       My mother warned me about getting
       into cars with strange men -

                      BATMAN
       This isn't a car.
      Catwoman flinches as the Bat thunders into the sky,
      downdraft forcing the Mercenaries down onto the roof, all
      but one, who walks slowly across the roof, strong against
      the wind...Bane. He watches the Bat roar off into the night.

                     

                     

      EXT. ROOFTOP, SKYSCRAPER, GOTHAM - MOMENTS LATER

      The Bat lands - the canopy opens. Catwoman jumps out.

                     

                      CATWOMAN
       See you around -
      Batman steps down after her.

                     

                      BATMAN
       You're welcome.

                      CATWOMAN
       I had it under control.

       63.

                     

                      BATMAN
       Those weren't street thugs - they
       were trained killers. I saved your
       life. In return I need to know what
       you did with Bruce Wayne's
       fingerprints.
      Catwoman looks at him. Considering.

                      CATWOMAN
       Wayne wasn't kidding about a
       'powerful friend'. I sold his
       prints to Daggett. For something
       that doesn't even exist.

                      BATMAN
       I doubt many people get the better
       of you.

                      CATWOMAN
       Hey, when a girl's desperate...

                     

                      BATMAN
       What were they going to do with
       them?

                      CATWOMAN
       I don't know. But Daggett seemed
       pretty interested in that mess at
       the stock market.
      Batman considers this. A police chopper sweeps past,
      searching. Batman turns to it. Then turns back.

                     

                      BATMAN
       Miss Kyle -?
      But she is gone.
       So that's what that feels like.

                     

                     

      INT. BATCAVE - NIGHT

      Alfred is studying security camera footage of Bane killing
      at the stock exchange. A roar builds - the waterfall glows
      brighter until...SMASH! The Bat breaches, downdraft spraying
      water. Two cubes rise - the Bat lands, Batman jumps out.
      Alfred brushes water off his suit.

                      ALFRED
       Very inconspicuous. Shall I tell
       the neighbors you got yourself a
       new leaf-blower?

       64.

                     

                     

                      WAYNE
       We bought all the neighbors.
      Alfred takes the cowl from him, then the cape, as they walk.

                      ALFRED
       From the look of the television
       coverage, you seem to have your
       taste for wanton destruction back.

                      WAYNE
       (pulls out USB drive)
       I retrieved this.

                      ALFRED
       Shouldn't the police be gathering
       the evidence?

                     

                      WAYNE
       They don't have the tools to
       analyze it.

                      ALFRED
       They would if you gave them to them

                      -

                      WAYNE
       One man's tool is another man's
       weapon.

                     

                      ALFRED
       In your mind, perhaps. But there
       aren't many things you couldn't
       turn into a weapon.

                     

                      WAYNE
       Alfred. Enough. The police weren't
       getting it done -

                      ALFRED
       Perhaps they would've if you
       haven't made a sideshow of
       yourself.

                      WAYNE
       Perhaps you're upset you were
       wrong.

                      ALFRED
       Wrong?

       65.

                     

                     

                      WAYNE
       You thought I didn't have it in me.
      Alfred looks at him. Puts down the cape and cowl.

                      ALFRED
       You don't. You lead a bloated
       police force on a merry chase with
       some fancy new toys from Fox. What
       about when you come up against him.
       What then?

                     
      Alfred points to the monitor - Wayne sees Bane killing...

                      WAYNE
       I'll fight harder, I always have.

                     

                      ALFRED
       When you had something to fight
       for. What are you fighting for now?
       Not your life.
      Wayne moves to switch off the monitor. Alfred grabs his
      hand.

                      ALFRED
       Take a good look. At his speed, his
       ferocity, His training. I see the
       power of belief. Of the fanatic. I
       see the League of Shadows
       resurgent.

                      WAYNE
       You said he was excommunicated.

                     

                      ALFRED
       By R�'s al Gh�l. Who leads them

                      A U
       now?

                      WAYNE
       R�'s al Gh�l was the League of

                      A U
       Shadows. And I beat him. Bane's
       just a mercenary, and we have to
       find out what he's up to.
      Wayne plugs the USB in, hits keys. Text scrolls.

                     

                      WAYNE
       Trades of some kind. Coded...
      The screen blanks, a thumb print appears.

       66.

                     

                     

                      ALFRED
       Is that -?

                      WAYNE
       Mine. Courtesy of Selina Kyle.

                     
      Wayne pulls out the USB, rises.
       Get this to Fox - he can crack the
       code and tell us what trades they
       were executing.

                     
      Alfred looks at Wayne. Takes the USB.

                     

      INT. HALL, WAYNE MANOR - CONTINUOUS (NIGHT)

      As Wayne hits the bottom of the stairs, Alfred calls.

                     

                      ALFRED
       I'll get this to Fox. But no more.
      Wayne hears his tone of voice. Turns to him.

                     

                      ALFRED
       I've sewn you up and set your
       bones...but I won't bury you. I've
       buried enough members of the Wayne
       family.

                     

                      WAYNE
       You'd abandon me?

                      ALFRED
       You see only one end to your story.
       Leaving is all I have to make you
       understand: you aren't Batman
       anymore - you have to find another
       way. You used to talk about
       finishing. About life beyond that
       awful cave -

                     

                      WAYNE
       Rachel died knowing we'd decided to
       be together. That was my life
       beyond this cave and I can't just
       move on. She didn't. She couldn't.

                     
      Alfred considers this. Looks away.

                      ALFRED
       What if he had? What if she wasn't
       intending to make a life with you?

       67.

                     

                     

                      WAYNE
       She was, I can't change that -

                      ALFRED
       What if, before she died, she'd
       written a letter? Explaining that
       she'd chosen Harvey Dent over you?
      Wayne watches, confused, as the old man prepares to say -

                      ALFRED
       And what if, to spare you
       pain...I'd burned that letter?
      Wayne stares at Alfred, shocked.

                      WAYNE
       Why would you say such a thing?

                      ALFRED
       Because I have to make you
       understand.

                     

                      WAYNE
       You're lying.

                      ALFRED
       Because you are as precious to me
       as you were to your own mother and
       father and I swore to them that I
       would protect you and I haven't.

                      WAYNE
       You're lying!

                     

                      ALFRED
       I've never lied to you. Except when
       I burned Rachel's letter.
      Wayne turns on the old man, furious.

                     

                      WAYNE
       How dare you use Rachel to stop me!

                      ALFRED
       I'm using the truth, Master Wayne.
       Maybe it's time we all stopped
       trying to outsmart the truth and
       just let it have its day. I'm
       sorry.

       68.

                     

                     

                      WAYNE
       Sorry?! You expect to destroy my
       world, then shake hands?!

                      ALFRED
       No. I know what this means -

                      WAYNE
       What does it mean, Alfred?!

                      ALFRED
       It means your hatred. It means
       losing the person I've cared for
       ever since I heard his first cries
       echo through this house. But it
       might also mean saving your life.
       And that is more important.

                     
      Wayne looks at Alfred. Furious. Summons the worst thing to
      say and says it quietly and calmly.

                      WAYNE
       Goodbye, Alfred.

                     

                      ALFRED

                      (QUIET)
       Goodbye, Bruce.
      Wayne mounts the stairs...Alfred watches him go. Turns.

                     

                     

      INT. MASTER BEDROOM, WAYNE MANOR - MORNING

      Wayne is woken by the doorbell.

                     

                     

      INT. STAIRCASE, WAYNE MANOR - MOMENTS LATER

      As Wayne moves through the empty house, tying his dressing
      gown, he can't resist one tentative.

                     

                      WAYNE
       Alfred?
      But Alfred is gone.

                     

                     

      INT. FRONT HALL, WAYNE MANOR - CONTINUOUS

      Wayne opens the front door the find Fox. Fox is surprised.

       69.

                     

                     

                      FOX
       Answering your own door?

                      WAYNE
       Yes. Could you decode the trades on
       that drive?

                     
      Fox hands Wayne a newspaper - the main headline:

      BATMAN BACK TO FOIL OR MASTERMIND STOCK RAID...

                     

                      FOX
       I didn't need to. Page three.
      Wayne turns the page:

      WAYNE DOUBLES DOWN - AND LOSES...

                     

                      FOX
       It seems you made a series of large
       put options on the futures
       exchange. Verified by thumb print.
       The options expired at midnight
       last night.
      Wayne looks up from the newspaper, reeling.

                      FOX
       Long term we may be able to prove
       fraud, but for now...you're
       completely broke. And Wayne
       Enterprises is about to fall into
       the hands of John Daggett.

                      WAYNE
       The weapons - we can't let Daggett
       get his hands on Applied Sciences -

                      FOX
       Applied Sciences is shut up tight,
       and off the books. The energy
       project is a different story.

                      WAYNE
       Miranda Tate. We need to convince
       the board to get behind her. Let's
       show her the reactor -

                      FOX
       We're meeting her there in
       thirty-five minutes. You better get
       dressed.

       70.

                     

      EXT. WAYNE ENTERPRISES RECYCLING PLANT - DAY

      A scrapyard on the Gotham river. Across the water, the
      towers of Gotham. Lucius leads Miranda from her car.

                      MIRANDA
       You brought me out here to show me
       a rubbish dump, Mr. Fox?

                     

                      FOX
       Bear with me, Miss Tate.
      They arrive at a Portakabin and enter.

                     

                     

      INT. PORTAKABIN - CONTINUOUS

      Miranda looks around the derelict office. Fox smiles at her.

                      FOX
       Keep your hands and feet inside the
       car at all times.
      He hits a button and the floor descends, Miranda is shocked
      as the office becomes an elevator into -

                     

                     

      INT. ELEVATOR, FUSION REACTOR - CONTINUOUS

      They descend diagonally into a massive concrete tunnel...

                      MIRANDA
       This is it, isn't it?

                     

                      FOX
       The reactor is beneath the river so
       that it could be instantly flooded
       in an event of a security breach.

                     

                      MIRANDA
       Is Bruce Wayne really that
       paranoid?

                      FOX
       I'm gonna plead the fifth on that
       one.
      Miranda marvels as they step off the elevator. She spots a
      figure deep within: Bruce Wayne.

                     

                      WAYNE
       I thought you might like to see
       what your investment built.

       71.

                     

                      MIRANDA
       No radiation, no fossil fuels.
       Free, clean energy for an entire
       city.

                      WAYNE
       If it worked. It doesn't.
      Wayne leads Miranda to the core. Two perpendicular rings of
      electromagnets suspend a bowling-ball-sized mass of metal.
      Wayne hits buttons - the ball glows, then dies to cold.

                      WAYNE
       Ignition, yes. But no chain
       reaction.

                     

                      MIRANDA
       You've built a lot of security
       around a damp squib.
      Nothing.
       About three years ago a Russian
       scientist published a paper on
       weaponized fusion reactions. One
       week later your reactor started
       developing problems... (Looks at
       Wayne.) I think this machine works.

                     

                      WAYNE
       Miranda, if it were operational,
       the danger to Gotham would be too
       great.

                     

                      MIRANDA
       Would it make you feel better to
       know that the Russian scientist
       died in a plane crash six months
       ago?

                     

                      WAYNE
       Someone else will work out what Dr.
       Pavel did. Someone else will figure
       out how to turn this power source
       into a nuclear weapon. I need you
       to take control of Wayne
       Enterprises and this reactor.

                      MIRANDA
       And to do what with it?

                     

                      WAYNE
       Nothing. Until we can find a way to
       guarantee its safety.

       72.

                     

                      MIRANDA
       And if we can't?

                     

                      WAYNE
       Decommission it. Flood it.

                      MIRANDA
       Destroy the world's best chance for
       a sustainable future?

                     

                      WAYNE
       If the world's not ready. Yes.

                      MIRANDA
       Bruce, if you want to save the
       world you have to start trusting
       it.

                      WAYNE
       I'm trusting you.

                     

                      MIRANDA
       Doesn't count. You have no choice.

                      WAYNE
       I could've flooded this chamber any
       time in the last three years. I'm
       choosing to trust you, Miranda, and
       that's not the easiest thing for
       me. Please.
      His eyes are genuine. Pleading. Miranda nods.

                     

                      FOX
       We have a board meeting to get to.

                     

      INT. BOARDROOM, WAYNE ENTERPRISES - DAY


                     
      The Board Members, including Daggett and Miranda, take their
      seats. Fox at one end of the table, Wayne at the other.

                      DAGGETT
       I'd like to point out that we have
       a non-board member here. Highly
       irregular, even if it is his family
       name above the door...
      All eyes go to Wayne. An older member of the board pipes up.

                     

                      FREDERICKS
       Bruce Wayne's family built this

                      COMPANY -

       73.

                     

                     

                      BOARD MEMBER 2
       And he himself has run it -

                      DAGGETT
       Into the ground, sir. Anybody
       disagree? Check the value of your
       shares this morning. Gambling on
       crazy futures didn't just lose Mr.
       Wayne his seat, it's lost us all a
       lot of money. He needs to leave.

                     

                      FOX
       I'm afraid he has a point, Mr.
       Wayne.

                      WAYNE
       I understand. Ladies and gentlemen.

                     
      Wayne glances at Miranda who nods at him. Wayne leaves.

                      DAGGETT
       Let's get down to business.

                     

                      FOX
       Right away.

                     

      INT. LOBBY, WAYNE ENTERPRISES - CONTINUOUS


                     
      Wayne exits the building. There is an angry mob of
      Shareholders and a pack of hungry Reporters.

                      REPORTER
       Wayne, how's it feel to be one of
       the people?!

                     

                      COMPANY VALET
       I'm sorry, sir, they had paperwork

                      -

                     
      Wayne looks over to see his Lamborghini being towed.

       BLAKE (O.S.)
       Looks like you need a lift.
      Wayne turns to see Blake standing by his patrol car. Nods.

       74.

                     

                     

      INT. DAGGETT'S PENTHOUSE - DAY

      Daggett bursts in, furious. Stryver tries to placate him.

                      DAGGETT
       How the hell did Miranda Tate get
       the inside track on the Wayne
       board?! Was she meeting with Wayne?
       Was she sleeping with Wayne?

                      STRYVER
       Not that we know of -

                      DAGGETT
       Clearly you don't 'know of'
       anything, do you?! Where's Bane?!

                     

                      STRYVER
       We told him it was urgent -

                      DAGGETT
       Then where is the masked -

                     

       BANE (O.S.)
       Speak of the devil...
      Daggett turns. Bane is already there.

                      BANE
       ...and he shall appear.

                      DAGGETT
       What the hell's going on?

                      BANE
       The plan is proceeding as expected.

                      DAGGETT
       You see me running Wayne
       Enterprises?! (Moves towards Bane.)
       Your stock exchange hit didn't
       work, friend. And now you've got my
       construction crews working all
       hours around the city? How's that
       supposed to help my company absorb
       Wayne's?

                     

                      BANE

                      (TO STRYVER)
       Leave us.

       75.

                     

                     

                      DAGGETT
       You stay right there! I'm in
       charge!
      Bane places a gentle hand on Daggett's shoulder.

                     

                      BANE
       Do you feel in charge?
      Daggett is taken aback. Stryver leaves.

                     

                      DAGGETT
       I've paid you a small fortune -

                      BANE
       And that gives you power over me?

                     
      Daggett considers the heavy hand on his shoulder. Nervous.

                      DAGGETT
       What is this?

                      BANE
       Your money and infrastructure have
       been important. Till now.

                      DAGGETT
       What are you?

                     

                      BANE
       Gotham's reckoning. Come to end the
       borrowed time you've all been
       living on...

                     
      Bane gently takes the terrified Daggett's head in his
      hands...

                      DAGGETT
       You are true evil...

                     

                      BANE
       I am necessary evil.
      Stryver, on the steps outside the living room, flinches.

                     

                     

                     SCENE OMITTED

       76.

                     

                     

      INT./EXT. CRUISER ON GOTHAM STREETS - MOMENTS LATER

      Wayne stares out the window. Blake glances across.

                      BLAKE
       When you began...why the mask?

                     

                      WAYNE
       To protect the people closest to
       me.

                     

                      BLAKE
       You're a loner with no family.

                      WAYNE
       There are always people you care
       about. You just don't realize how
       much until they're gone. (Collects
       himself.) The idea was to be a
       symbol. Batman could be anybody,
       that was the point.

                      BLAKE
       It was damn good to see him back.

                      WAYNE
       Not everybody agrees.

                      BLAKE
       They'll figure it out in the end.

                      WAYNE
       Got anything on Bane's whereabouts?

                      BLAKE
       Yeah, I've got five hundred pages
       of tunnel records and a flashlight.
       I could use some help.

                      WAYNE

                      (THINKS)
       You know what? Drop me in Old
       Town...

                     

      EXT. SELINA'S BUILDING, OLD TOWN, GOTHAM - DAY


                     
      Blake drops Wayne off.

                      WAYNE
       Don't wait. I'll get a cab.

       77.

                     

                      BLAKE
       You got money?

                     

                      WAYNE
       (smiles, sheepish)
       Actually, no.
      Blake hands him some bills, watches him cross the street.
      The radio squawks. Blake reacts - drives off.

                     

                     

      INT. SELINA'S APARTMENT - MOMENTS LATER

      Selina is packing a bag. She hears voices in the stairwell.

                     

       JEN (O.S.)
       I told you, money first.

       WAYNE (O.S.)
       I don't think so.

                     

                     

      INT. STAIRWELL OUTSIDE SELINA'S APARTMENT - CONTINUOUS

      Selina finds Wayne standing there with Jen.

                      SELINA
       He's not a mark.
      Jen looks at Selina. At Wayne.

                      SELINA
       And he doesn't have a cent to his
       name, anyway.

                     

      INT. SELINA'S APARTMENT - MOMENTS LATER

      Wayne looks at the cramped space. Selina shifts,
      embarrassed.

                      SELINA
       Yeah, it's not much. (Smiles.) But
       it's more that you've got right
       now.

                      WAYNE
       Actually, they're letting me keep
       the house.

                     

                      SELINA

                      (SHAKES HEAD)
       The rich don't even go broke same
       as the rest of us, huh?

       78.

                     

                     

                      WAYNE
       (spots her bag)
       Vacation?

                      SELINA
       Let's just say that I've incurred
       the wrath of some people less
       susceptible to my charms than you.

                      WAYNE
       My powerful friend hopes to change
       your mind about leaving.

                      SELINA
       And how would he do that?

                      WAYNE
       By giving you what you want.

                      SELINA
       It doesn't exist.

                      WAYNE
       He says it does. He wants to meet.
       Tonight.

                      SELINA
       Why?

                     

                      WAYNE
       He needs to find Bane. He thinks
       you'd know how.

                      SELINA
       Tell him I'll think about it.
      Wayne nods, starts to leave.

                      SELINA
       Mr. Wayne? I'm sorry they took all
       your money.

                      WAYNE
       No, you're not.

                     

                     

      INT. HOSPITAL CORRIDOR - DAY

      Blake moves through the hospital corridor, looking for -

       79.

                     

      INT. HOSPITAL ROOM - CONTINUOUS

      Blake enters. Gordon is sitting up in bed, talking to Foley.

                      FOLEY
       Can we help you, officer?

                      BLAKE
       John Daggett's body was found in a
       dumpster an hour ago. I thought you
       might like to know.

                     

                      GORDON
       Why?

                      BLAKE
       Because Daggett's name is all over
       the permits I pulled to map the
       tunnels under Gotham.
      Blake hands Gordon a stack of files. Foley glares at Blake.

                     

                      BLAKE
       MTA maintenance, sewer
       construction...

                      GORDON

                      (TO FOLEY)
       Where did you get to with the
       tunnel searches?

                      FOLEY

                      (TO BLAKE)
       Remind me to tell the detail to
       keep hotheads out. (To Gordon.)
       We've had teams down there, but
       it's a huge network -

                      GORDON
       Get more men, work a grid. I want
       him found.

                      FOLEY
       Yeah, yeah - the masked man. We're
       on it.

                     
      Gordon eyes the files hungrily - glances up at Blake.

                      GORDON
       This is good work. Lose the uniform
       - you're working for me now. We
       could use some hotter heads around
       here.

       80.

                     

                     

                      BLAKE
       This could just be a coincidence.

                      GORDON
       You're a detective now, son, you're
       not allowed to believe in
       coincidence anymore.
      Blake tries to conceal his excitement from Foley.

                     

                     

      EXT. WAYNE MANOR - EVENING (END OF DAY)

      Wayne, covering his head with a newspaper, hurries up the
      driveway in the rain. Steps into the alcove. Hits the bell.

       MIRANDA (O.S)
       Nobody's answering.
      Wayne turns to find Miranda there.

                      WAYNE
       No. I'm on my own now.

                     

                      MIRANDA
       Do you have keys?
      Wayne looks a little helpless all of a sudden.

                     

                      WAYNE
       Never needed them...
      She takes his hand.

                      MIRANDA
       Let's find a window.

                     

      INT. GREAT ROOM, WAYNE MANOR - CONTINUOUS (END OF DAY)

      They force the French windows - enter, brushing off the
      rain.

                      MIRANDA
       Fox worked the board like you've
       never seen - I'm in, Daggett's out
       and he's not happy.
      Wayne sets down the newspaper:

      FROM BILLIONAIRE TO BUM

       81.

                     

                     

                      WAYNE
       Hope you don't like me for your
       money.
      Miranda kicks off her shoes. Glances at the paper.

                     

                      MIRANDA
       Suffering builds character.
      Then at a photo of Wayne's parents.

                     

                      MIRANDA
       I'll take care of your parents'
       legacy, Bruce.
      Miranda picks up a photo of Rachel.

                     

                      MIRANDA
       Who's this?
      Wayne looks at her. Can't find words...

                      MIRANDA
       Where's Alfred?

                      WAYNE
       He left. Taking everything.
      Miranda puts the photo down. Kisses him. Passionately. Then
      again. He kisses back. Suddenly the lights go out.

                      MIRANDA
       What's that?

                     

                      WAYNE

                      (SHEEPISH)
       I think my power's been shut off.

                     

      INT. SAME - LATER (NIGHT)


                     
      Wayne watches as Miranda tends to a roaring fire.

                      WAYNE
       You're pretty good at that.

                     

                      MIRANDA
       When I was a child we had almost
       nothing. But on the nights we had a
       fire, we felt very rich indeed.
      She returns to him, pulling a blanket around both of them.

       82.

                     

                      WAYNE
       I assumed your family was wealthy.

                      MIRANDA
       Not always. Not when I was young.

                     
      He traces a scar on her shoulder.

                      MIRANDA
       An old mistake.

                     

                      WAYNE
       I've made a few myself.
      She turns to him, tracing the scars across his chest.

                      MIRANDA
       More than a few... (Smiles.) We
       could leave. Tonight. Take my
       plane. Go anywhere we wanted.

                      WAYNE
       Someday perhaps. Not tonight.
      She pulls him close. He kisses her. They fold into each
      other, the warm heart at the center of a vast, cold room.

                     

                     

      INT. GREAT ROOM, WAYNE MANOR - NIGHT

      Miranda is sleeping, wrapped in the blanket. Wayne studies
      her for a moment, then slips out...

                     

                     

      INT. BATCAVE - MOMENTS LATER

      Wayne moves to the Batsuit. Picks up the cowl.

                     

      EXT. SKIES ABOVE GOTHAM - NIGHT


                     
      The Bat roars towards downtown. Batman kills the lights and
      main engines - the Bat quietly autorotates into the canyons.

                     

      INT. MIA TUNNEL - LATER


                     
      Catwoman on a wall, watching trains go by. She senses...

                      CATWOMAN
       Don't be shy.

                     
      ...Batman is there.

       83.

                     

                     

                      CATWOMAN
       Wayne says you can get me the
       'Clean Slate'.

                      BATMAN
       That depends.

                      CATWOMAN
       On what?

                      BATMAN
       On what you want it for. I acquired
       it to keep it out of the wrong
       hands.

                      CATWOMAN
       Still don't trust me, huh? How can
       we change that?

                      BATMAN
       Start by taking me to Bane.

                      CATWOMAN

                      (SHRUGS)
       You asked.
      Catwoman jumps down. Batman follows. Catwoman leads him down
      into a service tunnel...

                     

                     

      INT. SERVICE TUNNEL - CONTINUOUS

      Catwoman speaks over her shoulder as she walks.

                      CATWOMAN
       From here, Bane's men patrol the
       tunnels...and they are not your
       average brawlers.

                      BATMAN
       Neither am I.
      Catwoman swings into a -

                     

      INT. SEWER TUNNEL - CONTINUOUS


                     
      A Mercenary patrols. Catwoman comes up behind.

                      CATWOMAN
       He's behind you.

       84.

                     

                     

                      MERCENARY

                      (SPINS)
       Who?
      Batman hangs upside down behind him.

                     

       BATMAN (O.S.)
       Me.
      Darkness smashes onto the Mercenary. Gunfire in the tunnel.
      Catwoman races along, pursued by a Mercenary. He is yanked
      off his feet by darkness - he screams...
      Batman picks off more and more Mercenaries. Screams echo...
      Batman follows Catwoman through the dark tunnel.

                      CATWOMAN
       Just a little further.
      A grate slams down, separating them - the lights come on. He
      is deep inside.

                     

                     

      INT. BANE'S LAIR, SEWERS - CONTINUOUS

      Mercenaries look down on him from above. Catwoman turns.

                      CATWOMAN
       I had to find a way to stop them
       trying to kill me.

                      BATMAN
       You've made a serious mistake.

       BANE (O.S.)
       Not as serious as yours, I fear.
      Batman turns. Bane emerges from behind the waterfalls.

                      BATMAN
       Bane.

                      BANE
       Let's not stand on ceremony here,
       Mr. Wayne.

                     
      Catwoman hears the name. Less sure of what she's done.
      Batman moves at Bane - strikes powerful blows - Bane catches
      his fist.

                      BANE
       Peace has cost you strength.
       Victory has defeated you.

       85.

                     

                     
      Bane SMASHES Batman back - kicks him off the catwalk -
      Batman drops, uses his cape to land. Bane climbs down on a
      chain - his men watch in disciplined silence - Batman hurls
      flashbangs at Bane, who doesn't flinch.

                     

                      BANE
       Theatricality and deception are
       powerful agents...to the
       uninitiated.
      Batman lashes out at Bane - Bane counters - they separate.

                     

                      BANE
       But we are initiated, aren't we,
       Bruce? The League of Shadows. And
       you betrayed us...

                     

                      BATMAN
       Us? You were excommunicated. From a
       gang of psychopaths.

                      BANE
       Now I am the League of Shadows,
       here to fulfill R�'s al Gh�l's

                      A U
       destiny...
      Batman hurls himself at Bane, throwing him into the
      waterfall, where he smashes his fists and gauntlets into
      Bane's mask again and again, water cascading over them.

                     
      Bane is not moving. Just taking the blows. Batman pauses.
      Bane's arms SHOOT OUT, SMASHING Batman aside - Bane RISES...

                      BANE
       You fight like a younger man.
       Nothing held back. No reserves.
       Admirable. But mistaken.
      Batman hits a switch on his belt - the lights go out - Bane
      turns slowly addressing all the shadows at once.

                     

                      BANE
       You think darkness is your ally.
       But you merely adopted the dark. I
       was born in it. Formed by it...

                     
      In the shadows, Batman circles, looking to strike...

                      BANE
       I didn't see the light until I was
       already a man. And by then it was
       nothing to me but blinding...

       86.

                     

                     
      Bane lunges backwards into the darkness - Batman's throat in
      his grasp.

                      BANE
       The shadows betray you, because
       they belong to me...

                     
      Bane SMASHES him into the ground, POUNDING, pounding,
      pounding the hard cowl with his bare fists until it CRACKS.
      Bane RISES from Batman, gestures to the ceiling of the
      chamber - explosive charges have been drilled into holes...

                      BANE
       I will show you where I've made my
       home while preparing to bring
       justice. Then...I will break you.

                     
      A Mercenary tosses Bane a detonator - Batman watches through
      cracked cowl - Bane hits the detonator - explosions BURST
      over his head as the ceiling CRUMBLES revealing:
      Applied Sciences - Bane has dropped the bottom out of Fox's
      weapons store...a camouflage Tumbler rests in the rubble.

                      BATMAN
       No...

                      BANE
       Your precious armory. Gratefully
       accepted. We will need it.

                     

      INT. APPLIED SCIENCES - CONTINUOUS


                     
      Mercenaries race through the stacks of equipment...

                     

      INT. BANE'S LAIR, SEWERS - CONTINUOUS

      Batman climbs to his feet, swaying. Bane approaches.

                     

                      BANE
       I wondered which would break first
       - your spirit...

                     
      Batman SWINGS at him - misses - Bane GRABS him, lifts him

      HIGH.
       ...or your body.
      Bane brings Batman down onto his knee, BREAKING his back
      with a horrific CRACK.

       87.

                     

                     
      In the shadows, Catwoman looks on. Shocked. Bane crouches to
      pull the broken cowl off the broken Wayne. Mercenaries lift
      Wayne's body and carry him off... Bane stares into the
      hollow eyes of his trophy...

                     
      Catwoman slinks back into the shadows, and we -

       FADE TO BLACK.

                      FADE IN:

                     

                     

      EXT. WAYNE MANOR - DAY

      Blake's cruiser pulls up. He noses up to the windows.
      Nothing.

                     

                     

      EXT. SELINA'S BUILDING, OLD TOWN, GOTHAM - DAY

      Blake sits in his cruiser. Selina exits, wide-brimmed hat,
      bags. Blake recognizes her. She hails a cab.

                     

                      BLAKE

                      (INTO RADIO)
       Get Commissioner Gordon. Tell him
       I've got a line on the
       Congressman's kidnapping.

                     
      Blake pulls out to follow.

                     

      INT. TERMINAL, GOTHAM INTERNATIONAL AIRPORT - DAY

      Selina moves through the terminal. She clocks a Uniform Cop
      staring at her - ducks down a service hallway.

                     

      INT. SERVICE HALLWAY, AIRPORT - CONTINUOUS

      The Uniform rounds the corner to find Selina applying
      make-up.

                      UNIFORM
       Excuse me, Miss. I need to see your
       ticket and identification, please.

                     
      Selina, surprised, fumbles with her purse.

                      SELINA
       Would you mind?

       88.

                     

                     
      She hands the Uniform her hat - punches him through the
      brim, stuffs him in a closet - plants her mangled hat on his
      head.

                     

                     

      INT. JETWAY, AIRPORT - MOMENTS LATER

      Selina makes her way down the jetway - spots Security at the
      far end - turns - Blake smiles at her. Badge in hand.

                     

                     

      INT. INTERROGATION ROOM, AIRPORT - DAY

      Selina, now in cuffs, looks up as Blake walks in.

                      BLAKE
       I showed your picture to the
       Congressman and guess what?

                      SELINA
       Don't tell me, still in love?

                      BLAKE
       Head over heels. Pressing charges,
       though.
      Blake lays a police file down with a thump.
       You've made some mistakes, Ms.
       Kyle.

                     

                      SELINA
       Girl's gonna eat.

                      BLAKE
       You have an appetite. Why run? You
       can't hide from us with this
       record.

                      SELINA
       Maybe it's not you I'm running
       from.

                      BLAKE
       Who then? Bane? What do you know
       about him?

                     

                      SELINA

                      (QUIET)
       That you should be as afraid of him
       as I am.

       89.

                     

                     

                      BLAKE
       We can offer you protection...
      Selina looks at him with contempt. Blake shrugs, switches
      off the tape, moves to the door.

                     

                      BLAKE
       When I spotted you, I was looking
       for a friend...Bruce Wayne.
      Selina turns to look at Blake. His eyes plead with her.

                     

                      BLAKE
       Did they kill him?

                      SELINA
       I'm not sure.

                     
      And we -

                      CUT TO:
      BLACK SCREEN. Sounds: screaming, laughing, CRYING. Sights:
      LIGHT, bodies FALLING, a DARK SKULL... And we are -

                     

      INT. STONE CELL - DAWN

      Wayne opens his eyes. Unshaven. Filthy. Someone else is in
      the cell - Wayne cannot move to look - even the attempt is
      painful...the skull drifts into his sight. Bane. Squatting
      at Wayne's bedside, muscled shoulders curving into his mask.

                      WAYNE
       Why didn't you just kill me?

                     

                      BANE
       You don't fear death. You welcome
       it. Your punishment is to be more
       severe.

                     

                      WAYNE

                      (SCATHING)
       You're a torturer...

                      BANE
       Yes. But not of your body. Of your
       soul.
      Wayne exhales. Eyes losing focus from sheer pain.

       90.

                     

                     

                      WAYNE
       Where am I?

                      BANE
       Home.

                     
      Wayne's eyes dart about: filthy stone walls, distant
      sunlight from above, iron bars: an underground prison.
       Where I learned the truth about
       despair. As will you. (Rises.)
       There is a reason that this prison
       is the worst hell on earth...
      Bane steps to the bars - looks up at a bright opening five
      hundred feet above. Like being at the bottom of a gigantic
      well...
       Hope. Every man who has rotted here
       over the centuries has looked up to
       the light and imagined climbing to
       freedom. So simple. So easy. And,
       like shipwrecked men turning to sea
       water from uncontrollable thirst,
       many have died trying. I learned
       that there can be no true despair
       without hope. (Turns to Wayne.) So
       as I terrorize Gotham, I will feed
       its people hope to poison their
       souls. I will let them believe they
       can survive so that you can watch
       them clamber over each other to
       stay in the sun...
      Bane points to an old TV, just outside the bars.
       You will watch as I torture an
       entire city to cause you pain you
       thought you could never feel again.
       Then, when you have truly
       understood the depths of your
       failure, we will fulfill R�'s al

                      A
       Gh�l's destiny. We will destroy

                      U
       Gotham. And when it is done...when
       Gotham is ashes...then you have my
       permission to die.
      Bane rises. Leaves. Wayne drifts back to unconsciousness.

                     

                     

      EXT. BLACKGATE PRISON - DAY

      A van pulls through the gate. Selina, inside the van, looks
      up at the formidable grey building.

       91.

                     

      INT. BLACKGATE PRISON - CONTINUOUS

      Guards lead Selina down the cells. Whistles and catcalls.

                     

                      GUARD
       We're locking her up in here?

                      WARDEN
       The Dent Act allows non-segregation
       based on extraordinary need. First
       time she broke out of women's
       correctional she was sixteen.
      Selina passes a Huge Inmate who strains through the bars...

                     

                      HUGE INMATE
       Little closer, baby...

                      SELINA
       Why, honey, you wanna hold my hand?

                     
      Without breaking step, she slips his outstretched hands
      between her handcuffed ones and cartwheels, snapping his
      arms - he screams in agony - she keeps walking...

                      WARDEN
       She'll be just fine.

                     

                     

      INT. WAYNE ENTERPRISES - DAY

      Fox comes out of the elevator with Miranda.

                     

                      FOX
       I don't see the need for a board
       meeting on the energy project -

                      MIRANDA
       Bruce got a lot of things right.
       Keeping the board in the dark
       wasn't one of them...
      Fox swings the doors to the boardroom open...

                     

                     

      INT. BOARDROOM, WAYNE ENTERPRISES - CONTINUOUS

      The board is there. Scared. At the head of the table - Bane.

                      BANE
       This meeting is called to order.
      Fox and Miranda freeze. Staring at the mask.

       92.

                     

                     

                      BANE
       Chair and President. I also need
       one ordinary member - Mr. Fox,
       would you care to nominate?

                     

                      FREDERICKS
       No. I volunteer.
      The dignified older board member gets to his feet.
      Mercernaries round the three up.

                     

                      FOX
       Where are you taking us?

                      BANE
       Where you buried your resources.
       The bowels of Gotham.

                     

                     

      INT. HOSPITAL ROOM - DAY

      Gordon, with a Nurse's help, pulls himself to a seated
      position as Blake watches.

                     

                      GORDON
       So you think our friend is gone
       again?

                      BLAKE

                      (GRAVE)
       This time...he might not be coming
       back.
      Gordon takes this in...Foley bursts in, agitated.

                     

                      FOLEY
       Okay, Commissioner, you were right.

                      GORDON
       What's happened?

                     

                      FOLEY
       Your masked man kidnapped the Wayne
       Enterprises board. He let most of
       them go, but took three down into
       the sewers.

                     

                      GORDON
       No more patrols, no more hide and
       seek. Send every available cop
       down there to smoke him out.

       93.

                     

                     

                      FOLEY
       The Mayor won't want panic -

                      BLAKE
       So it's a training exercise.

                     
      Foley looks at Gordon.

                      FOLEY
       I'm sorry for not taking you

                      SERIOUSLY -

                     

                      GORDON
       Don't apologize for believing the
       world's in better shape then it
       is...just fight to make it true.

                     
      Foley nods. Leaves. Blake gets up.

                      GORDON
       Not you. You're telling me the
       Batman's gone. So you chase up the
       Daggett leads, any way you can.

                     
      Blake nods.

                     

      INT. STONE CELL, UNDERGROUND PRISON - DAY


                     
      Wayne lies, weak, feverish. A Prisoner drips water onto his
      parched lips. An elderly Blind Prisoner squatting by the
      wall in the next cell rasps something in an ancient tongue.

                      PRISONER
       He asks if you would pay us to let
       you die. I told him you have
       nothing.

                      WAYNE
       Do it for the pleasure.

                     
      The Prisoner puts bread to Wayne's lips.

                      PRISONER
       They pay me more than that to keep
       you alive.

                     
      A chant gets Wayne's attention. He rolls his head painfully
      to watch a Tattooed Prisoner hand a thick rope to a Strong
      Man, who ties it around his chest, watched by other
      Prisoners.

       94.

                     

                     

                      PRISONER
       He will try the climb.
      Strong Man starts scaling the wall. The Prisoners' chant
      grows stronger as he climbs towards the light.

                     
      Above: Strong Man stops, perched on a ledge, a twelve-foot
      leap from the rest of the climb... The chanting peaks as
      Strong Man leaps...misses...falls. The rope catches - he
      swings into the rock face. Prisoners fall silent as Strong
      Man is lowered, broken, bloody, to the prison floor.

                     

                      WAYNE
       Has anyone made it?

                      PRISONER
       Of course not.

                     
      The Blind Prisoner barks at him.

                      WAYNE
       What does he say?

                     

                      PRISONER
       He says there is one who did. A
       child...
      INSERT CUT: a child of about ten looks up towards the light.

                     

                      PRISONER
       A child who had been born in this
       hell...

                      WAYNE
       Bane.

                     

                      PRISONER
       An old legend. Nothing more.
      The Prisoner leaves Wayne's cell - switches on the TV.

                     

                      WAYNE
       Don't.

                      PRISONER
       Whatever they want you to
       see...it's happening soon.

       95.

                     

                     

      INT. BANE'S LAIR, SEWERS - DAY

      Bane's men lead Fox, Miranda and Fredericks through the
      debris. Fox stares at Mercenaries working on his old
      inventions...

                     

                     

      EXT. LOCATIONS AROUND GOTHAM - EVENING

      SWATs and Cops mass around entrances to sewers, tunnels...

                     

                     

      INT. MASSIVE TUNNEL - CONTINUOUS

      Bane leads Fox and the others to where Mercenaries plant
      charges on a hewn wall. Dr. Pavel is here. Waiting. Bane
      nods at his men. The wall blows.

                     

                     

      EXT. LOCATIONS AROUND GOTHAM - CONTINUOUS

      A SWAT team about to enter a sewer pipe hear a low echoing
      boom. They look at each other, then head in. Thousands of
      Police head into manholes, tunnel entrances, checking
      weapons, using flashlights...

                     

      INT. MASSIVE TUNNEL - CONTINUOUS


                     
      Bane leads the way over rubble into the REACTOR. Dr. Pavel
      follows. Bane approaches the machine. Turns to Fox.

                      BANE
       Turn it on.

                     
      Fox shakes his head. Bane holds his gun to Fredericks' head.

                      BANE
       I only need one other board member.
       There are eight more waiting
       upstairs.

                     

                      FOX
       I won't do it.
      Fredericks trembles. Bane cocks the weapon.

                     

                      MIRANDA
       Alright, stop.
      She walks up to the scanner. Places her hand on it. It
      beeps. She turns to Fox. Quietly pleading.

       96.

                     

                      MIRANDA
       Lucius, you'll kill this man and
       yourself, and barely slow them
       down.
      Fox reluctantly puts his hand on the scanner. Then
      Fredericks. The core glows brighter and brighter. Dr. Pavel
      is transfixed.

                     

                      BANE
       Do your work.
      Bane turns to his men. Gestures at the hostages.
       Take them to the surface. People of
       their status deserve to see the
       next era of western civilization.
      Fox, Miranda and Fredericks are led back into the rubble.

                     

      EXT. GOTHAM STADIUM - DAY


                     
      The Mayor, flanked by Security, talks to a crowd of
      Reporters.

                      REPORTER
       We're seeing literally thousands of
       police heading into the sewers -

                      MAYOR
       A training exercise, that's all. If
       you'll excuse me, I've got tickets
       to watch our boys thrash Rapid
       City.
      The Mayor heads into the stadium with the crowds...

                     

                     

      INT. SEWERS - CONTINUOUS

      Hundreds of SWATs wade, flashlights swinging, heading
      towards the center... Teams are converging from different
      entry points...

                     

                     

      INT./EXT. CRUISER ON GOTHAM STREETS - CONTINUOUS

      Blake is on the phone.

                      BLAKE
       I've been to half Daggett's cement
       plants, logged locations they've
       poured for underground
       construction...

       97.

                     

                     

       GORDON (O.S.)
       Anything strange about the
       pourings?
      Blake glances at a large map - dots mark pouring locations.

                     

                      BLAKE
       Honestly, Commissioner, I don't
       know anything about civil
       engineering.

                     

                      GORDON
       But you know about patterns. Keep
       looking.
      Blake pulls up in front of a cement plant.

                     

                     

      INT. REACTOR PLANT - CONTINUOUS

      Dr. Pavel finishes his work. Turns to Bane. Grave.

       DR. PAVEL
       It's done. This is now a
       four-megaton nuclear bomb.

                      BANE
       (to his men)
       Pull the core out of the reactor.

                     

       DR. PAVEL

                      (HORRIFIED)
       You can't. This is the only power
       source capable of sustaning it - if
       you move it, the core will decay in
       a matter of months.

                      BANE
       Five, by my calculations.

                     

       DR. PAVEL
       And then it will go off.

                      BANE
       For the sake of your family, Dr.
       Pavel, I hope so.

                     
      Dr. Pavel stares as Mercenaries start to disconnect the
      core...

       98.

                     

      EXT. CEMENT PLANT - CONTINUOUS

      Blake is led through a fence by a Worker.

                     

                      WORKER
       Boss is about to leave.
      Blake walks past cement mixers. Spots someone. A Driver.

                     

                      BLAKE
       Hey.
      The Driver turns.

                      BLAKE
       That was you outside the stock
       exchange, right?

                      DRIVER
       When?

                     

                      BLAKE
       When? When half the city's cops
       were trying to pull onto Castle
       Street and your truck shut them
       out.

                     

                      DRIVER
       Oh yeah. You're that cop -

                      BLAKE
       Detective, now.

                     
      Behind Blake the Worker puts his hand is his pocket...

                      BLAKE
       And as a detective...I'm not
       allowed to believe in coincidences

                      ANYMORE -
      Blake spins, drawing his weapon. The Worker lunges with a
      knife, Blake smashes his hand to one side and shoots him.
      The Driver grabs him from behind. Blake wrestles, but the
      Driver is strong, trained. Blake can't aim his gun, he fires
      behind, into a steel mixer - the bullets ricochet, one
      catches the Driver in the back and he goes down... Blake,
      gasping, kneels beside the Driver.

                      BLAKE
       What were you doing?! What?!

                     
      The man dies. Blake looks down at his gun. Disgusted. Tosses
      is down. Pulls out his phone. Dials.

       99.

                     

                     

                      BLAKE
       Commissioner, I'm at the Fourteenth
       Street plant with two dead
       witnesses and a lot of questions.
       Call me -

                     
      Blake freezes, stooped to pick up his gun. Looking at some
      empty barrels...
       Commissioner, they've got
       Polyisobutylene here... (Looks
       around.) And motor oil. They
       weren't making cement, they were
       making explosives -

                     

      INT./EXT. CRUISER OUTSIDE CEMENT PLANT - MOMENTS LATER


                     
      Blake grabs his carts - scanning the pattern of the dots -
      realizes.

                      BLAKE
       Oh, God.

                     
      Blake fires up the cruiser and pulls out, hard.

                     

      INT./EXT. CRUISER ON GOTHAM STREETS - CONTINUOUS

      Blake is driving furiously, shouting into the radio -

                     

                      BLAKE
       Patch me into Foley!

                      DISPATCH

                      (OVER RADIO)
       Foley's overseeing the operation -

                      BLAKE
       They're heading into a trap!

                     

                     

      EXT. MTA TUNNEL - MOMENTS LATER (DAY)

      Foley, concerned, takes the radio from a colleague.

                      FOLEY
       Foley.

                      BLAKE
       It's a trap! Pull everyone out!
       Bane's been pouring concrete laced
       with explosives -

       100.

                     

                     

                      FOLEY
       Where?

                      BLAKE
       There's a ring around the tunnels -
       they're gonna blow it and trap the
       cops underground!
      Foley looks up with dread at the mouth of the tunnel.

                      FOLEY
       Pull out! Pull 'em out!

                     

      INT. BOILER ROOM - CONTINUOUS

      Mercenaries rise from a hole in the floor - Bane emerges...

                     

                     

      INT. GOTHAM STADIUM - CONTINUOUS

      The Mayor, in a corporate box, mouths the National Anthem...

                     

                     

      INT. LOCKER ROOM TUNNEL - CONTINUOUS

      The Mercenaries pull out detonators. Bane listens to the
      kickoff like a hunting dog sensing the wind...decides.

                     

                      BANE
       Let the games begin.
      The Mercenaries hit the detonators.

                     

                     

      INT. SEWERS - CONTINUOUS

      SWATs react - the tunnel roof behind collapses... Chunks of
      concrete structure drop - thousands of police throughout
      different tunnels are trapped...

                     

                     

      EXT. GOTHAM STADIUM - CONTINUOUS

      The crowd goes wild as a Receiver catches - starts a run -
      the Mayor looks on, suddenly confused.

                     
      As the Receiver sprints for the end zone, the field behind
      him DROPS away in smoking ruins, swallowing Players...
      The crowd is not cheering but SCREAMING... The Mayor's box

      EXPLODES...

       101.

                     

                     
      The Receiver, nearing the touchdown, glances back - sees
      Armageddon - the entire field is now a smoking mass of
      rubble, but for one strip of turf...Mercenaries pour out of
      the tunnel, creating a gauntlet...

                     

                     

      INT./EXT. CRUISER ON GOTHAM STREETS - CONTINUOUS

      Blake's cruiser swerves to avoid eruptions of asphalt. An
      eruption TOSSES Blake's cruiser onto its roof.

                     

                     

      EXT. GOTHAM RIVER - CONTINUOUS

      All bridges, except the Gotham Bridge, suffer controlled
      demolitions.

                     

                     

      INT. LOCKER ROOM TUNNEL - CONTINUOUS

      Bane steps into the smoking stadium, a gladiator walking
      into the arena...TV cameras swing onto him. Passing a dead
      umpire, he takes the men's headset - surveys the screaming
      crowd, lifts an arm for silence, raises the mike to his
      mask.

                      BANE
       Gotham, take control of your
       city...

                     

                     

      INT./EXT. OVERTURNED CRUISER ON GOTHAM STREET - CONTINUOUS

      Blake squeezes out of his cruiser, reaches in for the radio.

                     

                      BLAKE
       Foley?

                      FOLEY

                      (OVER RADIO)
       Jesus, Blake! Every cop in the
       city's down in those tunnels!

                      BLAKE

                      (REALIZES)
       Not every cop...

                     
      Blake pulls the shotgun from his cruiser - flags down a car.

       102.

                     

                     

      INT. HOSPITAL ROOM - CONTINUOUS

      Gordon's heart-rate monitor alarms. Gordon wakes, groggy...

                     

      INT. HOSPITAL LOBBY - CONTINUOUS


                     
      Patients and Doctors crowd the entrance. mercenaries with
      automatic weapons force their way in - hit the stairwell.

                     

                     

      INT./EXT. CAR GOTHAM STREETS - CONTINUOUS

      Blake drives, swerving around dazed and terrified people.
      Flames and smoke billow from the sewers.

                     

                     

      EXT. GOTHAM HOSPITAL - CONTINUOUS

      Blake races up to the hospital entrance.

                     

      INT. CORRIDOR, GOTHAM HOSPITAL - CONTINUOUS


                     
      Two Mercenaries move room to room, searching.

                     

      INT. HOSPITAL ROOM - CONTINUOUS


                     
      Gordon pulls himself out of his bed, wheeling his IV.

                     

      INT. CORRIDOR, HOSPITAL - CONTINUOUS

      Blake jumps into the corridor, gun raised. Shots echo down
      the hall - Blake sprints.

                     

      INT. HOSPITAL ROOM - CONTINUOUS

      Blake leaps into the room, gun high - freezes as warm metal
      touches the base of his skull.

       GORDON (O.S.)
       Clear the corners, rookie.
      Blake turns. Gordon holds his service weapon. The
      Mercenaries are on the ground, dead.

                      GORDON
       Get my coat, son.

       103.

                     

                     

      EXT. GOTHAM STADIUM - CONTINUOUS

      Mercenaries pull the glowing core onto the field.

                      BANE
       This is the instrument of your
       liberation...

                     

      INT. PENTAGON WAR ROOM - CONTINUOUS


                     
      Analysts and military personnel assess the situation.

                      ANALYST
       Satellite shows a radiation
       spike...

                     

                      ANALYST 2
       Whatever it is...it's nuclear.

                     

      EXT. GOTHAM STADIUM - CONTINUOUS


                     
      The Mercenaries thrust Dr. Pavel to his knees before Bane.

                      BANE
       Identify yourself to the world.

       DR. PAVEL
       Dr. Leonid Pavel, nuclear
       physicist.
      Bane turns Dr. Pavel's head for the cameras.

                     

                     

      INT. PENTAGON WAR ROOM - CONTINUOUS

      Armed Forces and Intelligence staff scramble to verify.

                      CIA ANALYST
       Pavel was confirmed dead - plane
       crash on an Agency pull-out of
       Uzbekistan... But it certainly
       looks like him -
      He points to a monitor with a photo of Dr. Pavel. An Air
      Force General rubs his chin, thinking, nervous.

       104.

                     

                     

      EXT. SKIES ABOVE GOTHAM - CONTINUOUS

      F-22's streak over the river, sizing up the island.

                     

      EXT. GOTHAM STADIUM - CONTINUOUS


                     
      Bane rests his powerful hand on Dr. Pavel's shoulder.

                      BANE
       Tell the world what this is.

                     

       DR. PAVEL
       A fully primed neutron bomb. With a
       blast radius of six miles.

                      BANE
       And who can disarm this device?

       DR. PAVEL
       Only me.

                      BANE
       Thank you, Doctor.
      Bane snaps Dr. Pavel's neck in front of the world.

                      BANE
       The bomb is armed, the bomb is
       mobile, the identity of the
       triggerman is a mystery. One of you
       holds the detonator - we come not
       as conquerors, but as liberators to
       return control of this city to the
       people. At the first sign of
       interference from the outside world
       or of people attempting to flee,
       this anonymous Gothamite, this
       unsung hero, will trigger the bomb.
       For now, martial law is in effect.
       Return to your homes, hold your
       families close, and wait. Tomorrow
       you claim what is rightfully yours.
      Bane turns, leaves the field, followed by his men.

                     

                     

      INT. PENTAGON WAR ROOM - CONTINUOUS

      The General breaks the silence.

       105.

                     

                     

                      GENERAL
       Pull back the fighters, start
       high-level reconnaissance flights.
       And get the President on the line.

                     

                     

      EXT. GOTHAM BRIDGE - SUNSET

      Mercenaries hold the bridge. A tank rolls across from the
      mainland, soldiers behind. The Lead Mercenary uses a
      bullhorn.

                     

                      LEAD MERCENARY
       Tanks and planes cannot stop us
       detonating our device. Send an
       emissary to discuss terms of access
       for supplies and communication.

                     
      A Captain steps forward, walks to the apex of the bridge.

                      CAPTAIN
       How many of you are there, son?
       (Nothing.) You don't have enough
       men to stop twelve million people
       leaving that island.

                      LEAD MERCENARY
       We don't. But you do.

                     

                      CAPTAIN
       Why in the hell would we help you
       keep your hostages?

                      LEAD MERCENARY
       If people start crossing this
       bridge Gotham gets blown to hell.
      The Captain considers this. Troubled.

                     

                     

      EXT. SKIES ABOVE GOTHAM - CONTINUOUS

      As night falls the F-22's peel away from the fire-ringed
      city. The voice of the President echoes across the
      airwaves...

                     

                      PRESIDENT

                      (OVER RADIO)
       The people of our greatest city are
       resilient. They have proven this
       before, they will prove this
       again...

       106.

                     

                     

      INT. STONE CELL, UNDERGROUND PRISON - CONTINUOUS

      Wayne stares at the old TV. At his burning city.

                      PRESIDENT

                      (OVER TV)
       We do not negotiate with
       terrorists, but we do recognize
       realities...
      Wayne starts to cry.

                     

                     

      INT. CAR - CONTINUOUS (NIGHT)

      Blake drives the deserted streets. Gordon is slumped in the
      passenger seat, listening.

                     

                      PRESIDENT

                      (OVER RADIO)
       As the situation develops, one
       thing must be understood above all
       others... People of Gotham, we have
       not abandoned you.

                      BLAKE
       What does that mean?

                      GORDON
       It means we're on our own. I have
       to get in front of a camera -

                      BLAKE
       Sir, they'll kill you the second
       you show your face -

                     

                      GORDON
       The Mayor's dead. I'm the symbol of
       law and order. Bane says he's
       giving Gotham back to the people -
       they need to know that I could
       lead.

                      BLAKE
       Bane's not gonna let that happen -

                     

                      GORDON
       Then he'll show his true colors.

                      BLAKE
       And you'll be dead.

                     
      Gordon says nothing.

       107.

                     

                     

      EXT. GOTHAM STREET - DAY

      Three camouflage Tumblers roll down the deserted street.

                     

      EXT. BLACKGATE PRISON - MOMENTS LATER


                     
      A crowd of news crews has gathered. Guards in the towers
      look down, apprehensive. The Tumblers roll up, stopping in
      front of the gates. Bane emerges from the lead Tumbler.

                     

                      BANE
       Behind you stands a symbol of
       oppression. Blackgate Prison...

                     

      INT. CELLBLOCK, BLACKGATE PRISON - CONTINUOUS


                     
      Prisoners strain to hear Bane's words. Selina is there.

       BANE (O.S.)
       Where a thousand men have
       languished for years. Under the
       Dent Act. Under the name of this

                      MAN -

                     

      EXT. BLACKGATE PRISON - CONTINUOUS


                     
      Bane holds up a photo of Harvey Dent.

                      BANE
       Harvey Dent. Held up to you, and
       over you, as a shining example of
       justice and good...

                     

                     

      INT. BLAKE'S APARTMENT - CONTINUOUS

      Gordon sits watching Bane's speech. Blake gathers supplies.

                     

                      BLAKE
       We're gonna keep moving you, till
       we can get you in front of a camera

                      -

                     

                     

      EXT. BLACKGATE PRISON - CONTINUOUS

      Bane sets fire to the picture of Dent...

       108.

                     

                     

                      BANE
       But they supplied you a false idol.
       A straw man. To placate. To stop
       you tearing down this corrupt
       city...

                     

                     

      INT. CELLBLOCK, BLACKGATE PRISON - CONTINUOUS

      The Prisoners start cheering, shouting.

                     

       BANE (O.S.)
       ...and rebuilding it the way it
       should have been rebuilt
       generations ago...

                     

                     

      EXT. BLACKGATE PRISON - CONTINUOUS

      Bane drops the burning picture.

                      BANE
       Let me tell you the truth about
       Harvey Dent. In the words of
       Gotham's Police Commissioner, James
       Gordon...

                     

      INT. BLAKE'S APARTMENT - CONTINUOUS


                     
      This gets Blake's attention. Gordon watches, uneasy...

                     

      EXT. BLACKGATE PRISON - CONTINUOUS


                     
      Bane unfolds the pages of Gordon's undelivered speech...

                      BANE
       'The truth about Harvey Dent is
       simple in only one regard - it has
       been hidden for too long. After his
       devastating injuries, Harvey's mind
       has recovered no better than his
       mutilated face. He was a broken,
       dangerous man, not the crusader for
       justice that I, James Gordon, have
       portrayed him to be for the last
       eight years. Harvey's rage was
       indiscriminate. Psychopathic. He
       held my family at gunpoint, then
       fell to his death in the struggle
       over my son's life. The Batman did
       not murder Harvey Dent - he saved

                      (MORE)

       109.

                     

                     

                      BANE (CONT'D)
       my boy. Then took the blame for
       Harvey's appalling crimes, so that
       I could, to my shame, build a lie
       around this fallen idol.'

                     

                     

      INT. BLAKE'S APARTMENT - CONTINUOUS

      Blake stares at the TV, Gordon's face lowers into his
      hands...

                     

       BANE (V.O.)
       'I praised the madman who tried to
       murder my own child.'

                     

                     

      EXT. BLACKGATE PRISON - CONTINUOUS

      The crowd is silent, stunned, as Bane continues to read.

                      BANE
       'The things we did in Harvey's name
       brought desperately needed security
       to our streets... But I can no
       longer live with my lie. It is time
       to trust the people of Gotham with
       the truth, and it is time for me to
       resign.'

                     
      Bane folds the papers. Looks out to the stunned crowd.
       Do you accept this man's
       resignation?

                     
      Individuals in the crows start shouting 'Yes!'

                     

      INT. CELLBLOCK, BLACKGATE PRISON - CONTINUOUS

      Prisoners cheer, pounding against the bars. Selina
      watches...

                     

      EXT. BLACKGATE PRISON - CONTINUOUS


                      BANE
       Do you accept the resignation of
       all the liars?! All the corrupt?!
      More and more of the crowd is chanting 'Yes!'

       110.

                     

                     

      INT. BLAKE'S APARTMENT - CONTINUOUS

      Blake turns to Gordon, who stares at the TV.

                      BLAKE
       These men, locked up in Blackgate
       for eight years, denied parole
       under the Dent Act. Based on a lie.

                      GORDON
       A lie to keep a city from burning
       to the ground. Gotham needed a
       hero, someone to believe in -

                      BLAKE
       Not as much as it does now. But you
       betrayed everything you stood for.

                     

                      GORDON
       (looks at Blake)
       There's a point. Far out there.
       When the structures fail you. When
       the rules aren't weapons anymore,
       they're shackles, letting the bad
       get ahead. Maybe one day you'll
       have such a moment of crisis. And
       in that moment, I hope you have a
       friend like I did. To plunge their
       hands into the filth so you can
       keep yours clean.

                      BLAKE
       Your hands look pretty filthy to
       me, Commissioner.

                     
      Gordon stares at him. Blake goes back to packing.

                     

      EXT. BLACKGATE PRISON - CONTINUOUS


                     
      Bane signals a Tumbler - its turret turns to the prison
      doors.

                      BANE
       We take Gotham from the corrupt.
       The rich. The oppressors of
       generations who've kept you down
       with the myth of opportunity. And
       we give it to you, the people.
       Gotham is yours - none shall
       interfere. Do as you please...

                     
      The Tumbler fires, blowing the doors to hell.

                      (MORE)

       111.

                     

                     

                      BANE (CONT'D)
       But start by storming Blackgate and
       freeing the oppressed... Step
       forward, those who would serve...

                     
      Bane's men surge through the burning gates...

                     

      INT. BLACKGATE PRISON - CONTINUOUS

      Selina watches as Prisoners stream out of open cell doors.
      She makes her way quietly through the excited throng.

       BANE (V.O.)
       For an army will be raised...
      Mercenaries hand out weapons to escaping Prisoners...

                     

                     

      EXT. PARK BOULEVARD - DAY

      As Mercenaries shoot open locks, people storm into expensive
      apartment buildings overlooking the park...

                     

       BANE (V.O.)
       The powerful will be ripped from
       their decadent nests...

                     

                     

      INT. BEAUTIFUL OLD GOTHAM APARTMENT - DAY

      People ransack the apartment...

       BANE (V.O.)
       ...and cast into the cold world the
       rest of us have known and
       endured...

                     

      EXT. PARK BOULEVARD - DAY


                     
      Wealthy people are herded onto the street by Mercenaries...

       BANE (V.O.)
       Courts will be convened...

                     

                     

      INT. STOCK EXCHANGE - DAY

      A kangaroo court is in session, presided over by a Criminal
      we recognize from Blackgate. Bane watches from the
      gallery...

       112.

                     

                     

       BANE (V.O.)
       The spoils will be enjoyed...

                     

      INT. ELEGANT APARTMENT, PARK BOULEVARD - DAY


                     
      Tough-looking Revellers crack open champagne - spraying it,
      swigging it - Selina amongst them, watching...

       BANE (V.O.)
       Blood will be shed...

                     

                     

      INT. SEWERS - DAY

      Hundreds of Police living underground. Dividing up supplies
      lowered by ropes... Ross opens a pack of supplies.

                     

       BANE (V.O.)
       But the police will live, until
       they are ready to serve true
       justice...

                     

                     

      EXT. GOTHAM STADIUM - NIGHT

      Moving in on the bright glow of the core...

       BANE (V.O.)
       This great city will endure...
      Close enough to see the flickering digits of its
      countdown...

       BANE (V.O.)
       Gotham will survive.
      Mercenaries load the core into the back of a black truck.

                     

      INT. STONE CELL, UNDERGROUND PRISON - DAY


                     
      Wayne rolls off his cot. Grunts. The Prisoner realizes Wayne
      is trying to do a push-up. From the next cell, the Blind
      Prisoner says something...

                     

                      PRISONER
       He says you must first straighten
       your back.
      The Prisoner helps Wayne roll over, painfully.

       113.

                     

                     

                      WAYNE
       How would he know?

                      PRISONER
       He was the prison doctor. A
       morphine addict who incurred the
       displeasure of powerful people.
       Including your masked friend.

                      WAYNE
       How?

                     

                      PRISONER
       Many years ago, during a time of
       plague, Bane was attacked by other
       prisoners. The doctor's fumbling
       attempts to repair the damage left
       him in perpetual agony. The mask
       holds his pain at bay.

                      WAYNE
       Is Bane the child you spoke of? Was
       he born here?

                     

                      PRISONER
       The legend is that there was a
       mercenary working for the local
       warlord who fell in love with his
       daughter. They married in secret.

                     
      The Prisoner takes a rope - ties it under Wayne's arms.

                      PRISONER
       When the warlord found out, he
       condemned the mercenary to this
       pit. But then exiled him instead.
      INSERT CUT: the Mercenary is dropped at the side of a barren
      road. He starts to walk.

                      PRISONER
       The mercenary understood that the
       warlord's daughter had secured his
       release, but he couldn't know the
       true price of his freedom. She had
       taken his place in the pit.

                     
      INSERT CUT: a Woman is lowered into the prison. The
      prisoners below all have their faces covered with muslin
      masks...

       114.

                     

                      PRISONER
       And she was with the child. The
       mercenary's child.

                     
      INSERT CUT: the Woman watches as the Doctor, (the Blind
      Prisoner, younger-looking, sighted) examines her small
      child. The Doctor exits, locking the cell...

                      PRISONER
       One day the doctor forgot the lock
       the cell...
      INSERT CUT: Prisoners move into the cell towards his mother.
      The child runs at them with a knife...

                     

                      PRISONER
       Innocence cannot flower
       underground. It was to be stamped
       out. But the child had a friend. A
       protector...

                     
      INSERT CUT: the Protector, face covered, pulls the Child off
      the attackers. One grabs for the Child - the Protector snaps
      his arm, carries the Child into a corner...

                      PRISONER
       ...who showed the others that this
       innocence was their redemption. The
       mother was not so lucky.
      The Blind Prisoner shouts at the Prisoner. He nods.

                     

                      PRISONER
       This is Bane's prison now. Bane
       would not want this story told.
      The Prisoner pulls - Wayne screams in pain as he is pulled
      upright. The Prisoner ties him off. Checks his spine.
       You have a protruding
       vertebra...I'm going to force it
       back...

                      WAYNE
       How -?

                     
      The Prisoner punches Wayne in the back, hard. Wayne screams.

                      PRISONER
       You stay like this. Until you
       stand.

                     
      Wayne passes out from the pain and we FADE TO BLACK.
      Wayne is hanging in his cell, delirious.

       115.

                     

                     

       R�'S AL GH�L (O.S.)

                      A U
       Did you not think I'd return,
       Bruce?
      R�'s al Gh�l, in his Ducard guise, steps in front of Wayne.

                      A U

                     

       R�'S AL GH�L

                      A U
       I told you I was immortal.

                      WAYNE
       I watched you die.

                     

       R�'S AL GH�L

                      A U
       There are many forms of
       immortality.
      Wayne looks inward, remembering...

                     
      INSERT CUT: R�'s at the campfire (from Batman Begins).

                      A

       R�'S AL GH�L

                      A U
       Once I had a wife. My great love.
       She was taken from me...

                     
      INSERT CUT: the Woman is lowered into the prison...
      Wayne looks at R�'s.

                      A

                      WAYNE
       You were the mercenary. Bane is
       your child. Your heir.
      INSERT CUT: the Mercenary at the side of the road. R�'s.

                      A

       R�'S AL GH�L

                      A U
       An heir to ensure the League of
       Shadows fulfills its duty to
       restore balance to civilization.

                      WAYNE
       No...

       R�'S AL GH�L

                      A U
       You yourself fought the decadence
       of Gotham for years. With all your
       strength and resources, all your
       moral authority. And the only
       victory you could achieve was a
       lie. Finally you understand...
       Gotham is beyond saving...

       116.

                     

                      WAYNE

       NO!

                     

       R�'S AL GH�L

                      A U
       And must be allowed to die.
      CUT TO WHITE. And we are -

                     

                     

      EXT. STREET, DOWNTOWN GOTHAM - DAY

      Snow blankets the street. A Tumbler carves tracks as it
      patrols the deserted street. Blake peers from behind a
      parked car - he is crouched, feeding a kite string down a
      storm drain.

                     

                     

      INT. SEWER TUNNEL - CONTINUOUS

      Ross strains to reach a note dangling on a string - he
      grasps it. All around him are dozens of Cops living
      underground...

                     

      EXT. GOTHAM STREET - CONTINUOUS

      Blake winds the string, picks up a jerrycan, hurries off.

                     

                     

      INT. ST. SWITHIN'S HOME FOR BOYS - CONTINUOUS

      The home is packed. People, not just kids, huddle in every
      corner. Blake spots Father Reilly. Hands him the can.

                     

                      BLAKE
       For the bus in case there's a
       chance to evacuate. Keep it in here
       - people are siphoning parked cars.

                     

                      FATHER REILLY
       Really?

                      BLAKE

                      (GRINS)
       How do you think I got it?

                      FATHER REILLY
       Right. Any news? Is the

                      COMMISSIONER -

                     

                      BLAKE
       Less you know, Father. How're the
       boys?

       117.

                     

                      FATHER REILLY
       Power's been on more, so they get
       some TV.

                     
      Blake smiles. Moves to the door.
       Blake, you be careful out there.
       They're hunting down cops like
       dogs.

                     
      Blake nods. Leaves.

                     

      INT. ELEGANT APARTMENT, PARK BOULEVARD - DAWN

      Following Selina through rooms strewn with trash, empty
      bottles and sleeping partygoers. She spots a family
      photograph, glass smashed. A hand lands on her shoulder.

                      JEN
       Who's that?

                     

                      SELINA
       This was someone's home.

                      JEN
       Now it's everyone's home.

                     
      Selina stares out at a Tumbler rolling by.

                      JEN
       'Storm's coming', remember? This is
       what you wanted.

                     

                      SELINA
       No. It's what I thought I wanted.

                     

      INT. STONE CELL, UNDERGROUND PRISON - DAY


                     
      The Prisoner unties the rope from Wayne's chest. Wayne
      stands. Just. Then walks.

                     

      INT. SAME - LATER


                     
      Wayne does push-ups. Stronger. The Prisoner watches.

                      PRISONER
       Why build yourself?

                     

                      WAYNE
       I'm not meant to die in here.
      The Prisoner indicates the TV:

       118.

                     

                     

      SIEGE OF GOTHAM: DAY 84.

                      PRISONER
       Here? There? What's the difference?
      Wayne ignores this. Focuses on his body...

                     

                     

      INT. STONE CELL, UNDERGROUND PRISON - DAY

      Wayne moves to the wall - takes the rope from the Tattooed
      Prisoner, wraps it around his chest. Curious Prisoners
      gather, the Prisoner at their head. Wayne looks up at the
      light, hundreds of feet above. Starts to climb. Prisoners
      get excited as Wayne RISES - money starts exchanging hands.
      Reaching the precipice, he checks his rope, looks up at the
      next handhold, far away. He takes a breath, then LEAPS.
      His fingers brush the ledge. Wayne DROPS a hundred feet -
      the rope catches, SLAMMING him into the rock face. The
      Prisoners disperse, losing interest as the Tattooed Prisoner
      lowers Wayne on the rope. The Blind Prisoner turns away.

                     

                      PRISONER
       I told you it could not be done.

                      WAYNE
       You told me a child did it...

                     

                      PRISONER
       No ordinary child...
      INSERT CUT: the Protector fights off prisoners as the Child,
      older now, moves to the climbing wall
       A child born in hell.
      INSERT CUT: the Child makes the climb...pauses, looking down
      - making eye-contact with the Protector, who fights off
      Prisoners... They swarm over the Protector, knives drawn.
       A child forged by suffering,
       hardened by pain...
      INSERT CUT: the Child leaps across the abyss, grabbing a
      handhold on the ledge and swinging up...
       Not a man from privilege.

                     
      Wayne's eyes close in despair.

       119.

                     

                     

      EXT. CHECKPOINT, GOTHAM BRIDGE - DAY

      Supply trucks await inspection. Mercenaries open an
      18-wheeler - check boxes of rations...wave it on...

                     

                     

      EXT. SUPERMARKET - CONTINUOUS

      The 18-wheeler pulls up. A line of Gothamites waits
      patiently along the sidewalk.

                     

                     

      INT. 18-WHEELER - CONTINUOUS

      Three plain-clothes Special Forces Men emerge from the
      boxes, checking, then concealing weapons. The doors open -
      they exit.

                     

                     

      INT. SUPERMARKET - CONTINUOUS

      The Special Forces Men carry boxes into the store as if
      delivering. The Store Manager leads them into the back and
      down into -

                     

      INT. LOWER STOREROOM - CONTINUOUS

      Where they are met by four Cops out of uniform.

                     

                      FOLEY
       You have ID?

                      SPECIAL FORCES 1
       Of course not.

                     

                      FOLEY
       How can we trust you?

       GORDON (O.S.)
       We don't have any choice.

                     
      Gordon and Blake emerge from the back of the room.

                      SPECIAL FORCES 1
       Commissioner Gordon? Captain Jones,
       Special Forces.

                     

                      GORDON
       Captain, glad to have you here.

       120.

                     

                     

                      CAPTAIN JONES
       How many of you are there?

                      GORDON
       Dozens. I'd rather not say exactly.
       But the men trapped underground
       number almost three thousand.

                      CAPTAIN JONES
       What kind of shape they're in?

                     

                      GORDON
       They've been getting water, food.

                      CAPTAIN JONES
       Could we break them out?

                     

                      BLAKE
       Yes, sir - take out the mercenaries
       guarding the outflow south of
       Ackerman Park, blow the rubble,
       you've got a hole big enough for
       ten at a time. I'm in contact with
       my partner - they're waiting for
       the day.

                      SPECIAL FORCES 2
       Men who haven't seen daylight for
       three months?

                     

                      BLAKE
       Men with automatic weapons who
       haven't seen daylight in three
       months.

                     

                      CAPTAIN JONES
       What about the bomb? The satellites
       can't see any radiation hot
       spots...

                     

                     

      EXT. DOWNTOWN STREET - DAY

      Blake scouts with Jones. A rumble makes them turn.

       GORDON (V.O.)
       They keep it on a truck - it must
       have a lead-lined roof. They move
       it constantly.

       CAPTAIN JONES (V.O.)
       But you know the truck?

       121.

                     

                     

       GORDON (V.O.)
       They've got three of them. The
       routes don't vary much.
      Two Tumblers lead a massive black truck down the street.
      Captain Jones reaches into his jacket and triggers a Geiger
      counter. Shows Blake the display. Nods. One of the Tumblers
      stops, turns back. Blake leads them down a side street.

                     

      INT. LOWER STOREROOM - CONTINUOUS


                     

                      CAPTAIN JONES
       What about the triggerman?

                      GORDON
       No leads. It's a bluff - Bane
       wouldn't give control of that bomb
       to someone else.

                      CAPTAIN JONES
       We can't take that chance. Until we
       have the triggerman, we just track
       the device, smuggle men over -

                      BLAKE
       While Gotham lives under a warlord,
       like in some failed state?

                     

                      CAPTAIN JONES
       Dial it back, officer. This
       situation is unprecedented. We
       can't do anything to risk millions
       of lives.

                     

                      BLAKE

                      (TO GORDON)
       Aren't you gonna tell him?!

                      GORDON
       Captain, things are more
       complicated than you think. There's
       somebody you need to meet. Blake?
      Blake nods, leads Jones and his men up the stairs.

                     

                     

      EXT. SIDE STREET, DOWNTOWN - CONTINUOUS

      Blake leads them to the door of an empty bank.

       122.

                     

                     

      INT. TELLSONS BANK - CONTINUOUS

      They head across the empty lobby to an elevator.

                     

      INT. OFFICES ABOVE TELLSONS - MOMENTS LATER


                     
      Blake leads them into empty offices. Cots and makeshift
      furnishings line the offices and corridors.

                      BLAKE
       I was up here looking for a vantage
       point. Found the people who run the
       corporation who owns it living
       here.

                      CAPTAIN JONES
       Which corporation?

       FOX (O.S.)
       Wayne Enterprises.
      Lucius Fox is there, with Miranda Tate.

                     

                      BLAKE
       Captain, meet Mr. Fox. Mr. Fox, I'd
       like you to brief the Captain.
      Captain Jones indicates Miranda.

                     

                      FOX
       Miss Tate is fully aware of the
       situation.

                      MIRANDA
       And as CEO of Wayne Enterprises, I
       have to take responsibility for it.

                      CAPTAIN JONES
       Why?

                     

                      MIRANDA
       Because, Captain, we built it.

                      CAPTAIN JONES
       You built the bomb?

                     

                      FOX
       It was built as a fusion reactor.
       The first of its kind. Bane turned
       the core into a bomb, then
       disconnected it from the reactor.

       123.

                     

                     

                      BLAKE
       And here's the important part.

                      FOX
       As the device's fuel cells decay,
       it's becoming increasingly
       unstable...until the point of
       detonation.

                      BLAKE
       The bomb's a time bomb.

                     

                      FOX
       And it will go off. In twenty-three
       days.
      Captain Jones reels at this news.

                     

                      BLAKE
       Bane's revolution is a sham. He's
       watching Gotham rearrange its
       deckchairs while the whole ship's
       going down. Your appeasement plan
       might not be as practical as you
       thought.
      Captain Jones throws Blake a look. Addresses Fox.

                      CAPTAIN JONES
       Could you disarm it?

                      FOX
       I don't know, But I could reconnect
       it to the reactor. Stabilize it.

                     

                      CAPTAIN JONES
       We'd have to let the Pentagon know.

                      SPECIAL FORCES 2
       They'll be monitoring our

                      FREQUENCIES -

                      CAPTAIN JONES
       We have no choice. Let's move away
       from this location, then call it
       in.

       124.

                     

                     

      INT. TELLSONS BANK - MOMENTS LATER

      Captain Jones exits the elevator, followed by his men and
      Blake. Halfway across the floor, hell breaks loose.
      Mercenaries blast them with machine guns - the lobby becomes
      a devastating ambush. Blake dives back into the elevator.

                     

                     

      INT. OFFICES ABOVE TELLSONS - CONTINUOUS

      Blake flies out of the elevator.

                     

                      BLAKE
       Fox, somebody sold us out!
      Fox and Miranda burst into the corridor.

                     

                      FOX
       Take Miranda -
      Blake grabs Miranda, heads for the back stairs. Mercenaries
      jump out of the elevator, firing high.

                     

                      MERCERNARY

       DOWN ON THE FLOOR!
      Fox freezes. Lowers himself to the ground.

                     

                     

      INT. TELLSONS BANK - CONTINUOUS

      Captain Jones goes down in a hail of bullets. The other
      Special Forces Men are down. Bane enters, midges Jones with
      his toe. He is alive. Barely. Bane leans in close. Jones
      looks up at him, defiant.

                     

                      CAPTAIN JONES
       I'll die before I talk...

                      BANE
       I'm on your schedule, Captain.

                     
      Bane places his hand over Jones's nose and mouth.

                      MERCERNARY
       There were people living upstairs.

                     
      Bane looks up, disinterested. Jones is dead.

                      BANE
       Give them over for judgement.
       (Indicates bodies.) Hang them where
       the world will see.

       125.

                     

      INT. STONE CELL, UNDERGROUND PRISON - DAY

      Wayne stares at the TV: the Special Forces bodies hang in
      the cables of Gotham Bridge. Wayne throws a stone into the
      screen.

                     

      INT. SAME - LATER


                     
      Wayne does endless push-ups, squats, stretches. The Blind
      Prisoner listens. He speaks in an ancient tongue.

                      PRISONER
       He says the leap to freedom is not
       about strength.

                     

                      WAYNE
       My body makes the jump.

                      BLIND PRISONER

                      (CRACKED ENGLISH)
       Survival is the spirit. The soul.

                      WAYNE
       My soul's as ready to escape as my
       body.

                     

                      BLIND PRISONER
       Fear is why you fail.

                      WAYNE
       I'm not afraid. I'm angry.

                     
      Wayne throws punches...focused.

                     

      INT. UNDERGROUND PRISON - DAY


                     
      Wayne takes the rope at the foot of the climb. Prisoners
      look up, but none bother to gather round. Wayne starts
      climbing, determined.
      He FIGHTS the rock face...breathing hard. Grabs at a rock -
      it comes away in his hand. He DROPS - SMASHES into the rock
      face. The Blind Prisoner shakes his head.
      A Skinny Prisoner playing cards with the Prisoner looks up
      at Wayne, hanging upside down.

                      SKINNY PRISONER
       Shouldn't you get him down?
      The Prisoner glances up at Wayne, disdainful.

       126.

                     

                     

                      PRISONER
       He'll keep.
      As Wayne drifts into unconsciousness we -
      INSERT CUT: Young Bruce lies at the bottom of the well,
      looking up at his father, lowering down to rescue him.

       THOMAS WAYNE (V.O.)
       And why do we fall?

                     

                     

      INT. CAVE PRISON - NIGHT

      Wayne wakes with a start - the Blind Prisoner is there.

                      BLIND PRISONER

                      (CRACKED ENGLISH)
       You do not fear death. You think
       this makes you strong. This makes
       you weak.

                      WAYNE
       Why?

                      BLIND PRISONER
       How can you move faster then
       possible? Fight longer than
       possible? If not from the most
       powerful impulse of the spirit. The
       fear of death. The will to survive.
      Wayne gets up onto his elbow. Looks at the Blind Prisoner.

                      WAYNE
       I do fear death. I fear dying in
       here while my city burns with no
       one there to save it.

                      BLIND PRISONER
       Then make the climb.

                      WAYNE
       How?

                      BLIND PRISONER
       As the child did. Without the rope.
       (Dry laugh.) Then fear will find
       you again.
      Wayne considers this.

       127.

                     

                     

      INT. CAVE PRISON - MORNING

      Wayne puts some scraps of bread into a rough coat which he
      folds into a makeshift shoulder pack.

                      PRISONER
       Supplies for your journey?
      Prisoners nearby laugh. Wayne moves to the cliff face. The
      Prisoner follows, intrigued by Wayne's new demeanor. The
      Tattooed Prisoner offers him the rope. Wayne refuses. Starts
      to climb. Prisoners gather around as word spreads. Wayne
      makes his way cautiously up the treacherous rock face. Down
      below the Prisoners start a low chant.
      As Wayne hoists himself up onto the precipice something
      EXPLODES from the cliff face. Wayne flinches - BATS... They
      circle up to the opening above...
      Wayne closes his eyes. The chant RISES. Wayne takes a
      breath...opens his eyes...looks down at the drop...up
      again...then he jumps.

                     
      Time skips a beat as the Prisoners stop breathing.
      And Wayne GRABS the ledge above.
      The Prisoners go WILD as Wayne hoists himself up onto the
      ledge. The Blind Prisoner nods. Wayne climbs to FREEDOM.

                     

                     

      EXT. CAVE PRISON, NEAR A FORTRESS - CONTINUOUS

      Wayne climbs out of the hole and into formidable desolation.
      He shoulders his pack - spots a large coil of rope attached
      to the wall. He pushes it into the hole then walks away...

                     

      INT. BASEMENT, ABANDONED STOCK EXCHANGE - DAY

      A mass of huddled Gothamites. Professionals (traders,
      industrialists). In a corner, Fox. Mercenaries come down
      into the chamber, pull out a man, who starts yelling. It is
      Stryver, Daggett's functionary.

                      STRYVER
       I want to see Bane! There's been a
       mistake! Take me to Bane!
      Fox watches him dragged upstairs...

       128.

                     

                     

      INT. ABANDONED STOCK EXCHANGE - MOMENTS LATER

      A kangaroo court. Stryver is dragged before a jeering crowd.

                      STRYVER
       There's been a mistake! Where's
       Bane?!

       VOICE (O.S.)
       There's been no mistake, Mr.
       Stryver.

                     
      Stryver turns to look at the 'judge': Dr. Jonathan Crane.

                      CRANE
       You are Philip Stryver, executive
       vice-president of Daggett
       Industries? (Off nod from Stryver.)
       The same Philip Stryver who for
       years lived like a prince off the
       blood and sweat of people less
       powerful?

                     

                      STRYVER
       Call Bane! I'm one of you!
      Jeers. Pull back to reveal a silent figure, watching. Bane.

                      CRANE
       Bane has no authority here. This is
       merely a sentencing hearing. The
       choice is yours, death or exile.
      Stryver looks around, terrified, as the crowd shouts
      'Death'.

                     

                      STRYVER
       Exile.

                      CRANE

                      (SMASHES GAVEL)
       Sold...to the man in the cold
       sweat!
      Mercenaries pull Stryver from the dock...

                     

                     

      EXT. GOTHAM RIVER - DAY

      Stryver, with other wealthy Gothamites, is led down to the
      ice. A Blackgate Inmate undoes his handcuffs, whispering.

       129.

                     

                     

                      BLACKGATE INMATE
       Follow the tick ice. Try to swim -
       you're dead in minutes.

                      STRYVER
       Has anyone made it?
      The Blackgate Inmate turns away. Stryver is forced onto the
      ice. He shuffles forward, listening to the creaking...
      Stryver is a hundred yards out when the river swallows him.

                     

                     

      INT. EMPTY OFFICE BUILDING - DAY

      Gordon stands over a map of the city. A handful of Cops sit
      around the room. Waiting. Gordon looks at his watch.

                     

                      GORDON
       Where the hell are they? It's not
       like we have a lot of time, here.

                      COP
       How long?

                      GORDON
       The bomb goes off tomorrow. We've
       got about eighteen hours to do
       something.

                     

                      COP
       To do what?

                      GORDON
       We mark that truck. Get a GPS on
       it, then we can start thinking
       about how to take it down.
      The door opens and Blake enters, followed by ten cops.
      Gordon is counting them in. He moves to Blake.

                     

                      GORDON

                      (LOW)
       That's it?
      Blake just looks at him. Gordon checks the faces. Realizes.

                     

                      GORDON
       Foley. Where's Foley, dammit?!
      Gordon heads for the door.

       130.

                     

                     

                      BLAKE
       You shouldn't be out on the streets

                      -

                     

                     

      EXT. FOLEY'S BROWNSTONE - DAY

      Gordon hurries up the steps to a brownstone. Stabs the bell.

                      FOLEY'S WIFE
       Jim. He's not here -

                     
      Gordon, furious, addresses the hallway behind her.

                      GORDON
       You're sending your wife to the
       door when the city's under
       occupation?!
      Foley appears at the end of the corridor. Ashamed.

                      FOLEY
       Wait in the kitchen, honey.

                     

                      GORDON
       What did you do, bury your uniform
       in the backyard?

                      FOLEY
       Jim, you saw what they did to those
       Special Forces.

                      GORDON
       You forgotten all the years we went
       out on patrol with every gangbanger
       wanting to plant one as soon as our
       backs were turned?

                      FOLEY
       This is different and you know it.
       These guys run the city - the
       government's done a deal with them

                      -

                      GORDON
       Deal?! Bane's got their balls in a
       vice. That's not a deal -

                      FOLEY
       You move against Bane, the
       triggerman's gonna hit the button -

       131.

                     

                     

                      GORDON
       You think he's given control of
       that bomb to one of 'the people'?!
       You think this is part of some
       revolution? There's one man with
       his finger on the button - Bane.

                      FOLEY
       We have to keep our heads down
       until they can fix this. If you
       still had family here maybe you'd -

                     

                      GORDON
       This only gets fixed from inside
       the city, Foley. (Calmer.) Look,
       I'm not asking you to walk down
       Grand in your dress blues. But
       we've got to do something before
       this maniac blows us all to hell.

                      FOLEY
       I'm sorry Jim. I gotta -

                     

                      GORDON
       Keep your head down? What's that
       gonna do tomorrow, when that thing
       blows?

                      FOLEY
       You don't know that's going to
       happen.
      Foley closes the door on Gordon. Gordon stands there.

                     

       MIRANDA (O.S)
       I hear you're looking for men,
       Commissioner.
      Gordon turns to see Miranda, Blake behind her. Blake shrugs.

                     

                      MIRANDA
       How about me, instead?

                      GORDON
       Miss Tate, I can't ask you -

                     

                      MIRANDA
       My company built it.

                      GORDON
       Bruce Wayne built it.

       132.

                     

                     

                      MIRANDA
       And he wanted to destroy it. It was
       me who didn't listen. Please.
      Gordon looks at Blake. Then Miranda. Nods.

                     

                      GORDON
       Let's go.

                     

      EXT. GOTHAM STREET - DAY


                     
      A Kid sprints down the deserted street, chased by two
      Gangbangers. The Kid slips in the snow - the men are on him.

                      GANGBANGER
       You steal from us, you little
       bastard?
      They grab the Kid's backpack, the Gangbanger pulls out an
      apple, moves to hit the Kid when - SMACK! - his hand is
      grabbed, and the apple flies into the air as his arm cracks.
      Selina catches the apple.

                     

                      SELINA
       You boys know you can't come into
       my neighborhood without asking
       politely.

                     
      Gangbanger 2 lunges with a knife - she spins him, making him
      stab himself in the backside. The Gangbangers run off,
      howling. The Kid eyes her, wary.

                      SELINA
       Never steal anything from someone
       you can't outrun, kid.

                      KID
       Now you're gonna take it.

                     
      Selina looks at the red apple. Takes one perfect bite.

                      SELINA
       Just tax.
      She tosses him the apple. He takes it and runs.

                     

       WAYNE (O.S.)
       Pretty generous, for a thief.
      Selina recognizes the voice. Turns to find Wayne - strong,
      but weathered. Beard, work clothes.

       133.

                     

                     

                      SELINA
       You came back. I thought they'd
       killed you.

                      WAYNE
       Not yet.

                      SELINA
       If you're expecting an apology -

                      WAYNE
       It wouldn't suit you. I need your
       help.

                      SELINA
       And why would I help you?

                     
      Wayne pulls a USB drive out of his pocket.

                      WAYNE
       For this. The 'Clean Slate'.

                      SELINA
       You're gonna trust me with that?
       After what I did to you?

                      WAYNE
       I admit I felt a little let down.
       But I still think there's more to
       you. In fact, I think for you -
       (indicates USB) this isn't a tool,
       it's an escape route. You want to
       disappear. Start fresh.

                     
      She looks at him. Takes the drive, staring at it.

                      SELINA
       Start fresh? I can't even get off
       this island.

                     

                      WAYNE
       I can give you a way off. Once
       you've gotten me to Lucius Fox. I
       need you to find out where they're
       holding him. Then take me in.

                     

                      SELINA
       Why do you need Fox?

                      WAYNE
       To save this city.

       134.

                     

                     

                      SELINA
       Who says it needs saving? Maybe I
       like it this way.

                      WAYNE
       Maybe you do. But tomorrow that
       bomb's going off.

                      SELINA
       Get your powerful friend on the
       case.

                     

                      WAYNE
       I'm trying. But I need Fox.

                     

      EXT. GOTHAM STREETS - DAY


                     
      Gordon and his Men are in two-man teams. Gordon is walking
      down the street with Miranda. He hands her a Geiger counter.

                      GORDON
       Stay further up the block. (Points
       at Men.) They're gonna cross the
       street and try and slow the truck
       down. As it approaches, hit this
       button. If the needle hits two
       hundred - give me the signal and I
       mark the truck. Okay?

                     

                      BLAKE

                      (OVER RADIO)
       Heads up.

                     
      Blake is up on a rooftop. Gordon moves down to the other end
      of the block. As the truck rumbles into view, Gordon's Men
      walk out into the street in front of it as if crossing the
      road. The convoy barely slows. Miranda gives Gordon the
      signal. As the truck comes past, he tosses a magnetic GPS
      locator at the lower part of the truck...

                     
      Gordon regroups with his Men on the corner. Checks his GPS.

                      GORDON
       Got it.

                     
      They keep moving, turning down the next street...into an
      ambush. Dozens of Mercenaries, weapons trained.

                      MERCENARY
       Commissioner Gordon, you're under
       arrest.

       135.

                     

                      GORDON
       On whose authority?

                      MERCERNARY
       The people of Gotham.

                     
      Blake, from his vantage point, watches Gordon, Miranda and
      the other Cops being rounded up and led away...

                     

      INT. BASEMENT, ABANDONED STOCK EXCHANGE - DAY


                     
      Miranda comforts a crying Woman in the corner. Thugs come
      down the stairs, laughing, leading a Hooded Prisoner. They
      kick him down the last step and he stumbles. Fox moves to
      his aid.

                     

                      BASEMENT THUG 1
       Find this one a spot, he's got a
       big day tomorrow.
      They dump the Hooded Man with Fox.

                     

                      BASEMENT THUG 2
       We all do. It's not every day you
       bag Bruce Wayne...
      Fox hears this. Pulls the bag from Wayne's head. Wayne nods
      at him, silent. Fox nods back. The Thugs leave. Miranda
      comes over.

                      MIRANDA
       Bruce?

                     

                      FOX
       You picked a hell of a time to go
       on vacation, Mr. Wayne.

                      WAYNE
       How long until the core ignites?

                     

                      FOX
       That bomb goes off in twelve hours.

                      WAYNE
       Unless we can connect it to the
       reactor.

                      FOX
       If you can get it there. I'll find
       a way to plug it back in.
       (Indicates Miranda.) Can you get
       Miranda out?

       136.

                     

                     

                      WAYNE
       Not tonight. I'm sorry.

                      MIRANDA
       Do what's necessary.

                     

                      WAYNE

                      (TO FOX)
       Tonight I need you.

                      FOX
       What for?

                      WAYNE
       To get me back in the game.
      Catwoman comes down the stairs with the Thugs.

                     

                      CATWOMAN
       Sorry to spoil things, boys, but
       Bane wants these guys himself...
      The thugs pull Wayne and Fox to their feet - Miranda looks
      up.

                      WAYNE
       I won't forget about you.

                      MIRANDA
       I know.

                     

      EXT. COLONNADE, HOLDING AREA - CONTINUOUS

      The Thugs lead Wayne and Fox along the colonnade. Catwoman
      spins, takes out one Thug with a heel, one with a punch to
      the throat. Fox smiles as she unlocks his wrists.

                      FOX
       I like your girlfriend, Mr. Wayne.

                     

                      CATWOMAN
       He should be so lucky.
      And she's gone. Fox turns to Wayne. Who shrugs.

                     

                     

      INT. DARK SPACE - NIGHT

      Lights flicker on... Wayne and Fox are in the Bat-Bunker.

       137.

                     

                     

                      WAYNE
       Any move I make against Bane or the
       bomb - the triggerman sets it off.

                      FOX
       They can't be using radio or cell -
       too much interference. Infrared
       doesn't have the range. It could
       only be micro-burst long wave...
      Wayne opens a panel in the wall, takes out equipment:
      mini-mines, Batarangs, utility belt...

                      WAYNE
       Could you block it?

                      FOX
       Yes. I need the EMP cannon-guidance
       mount from the Bat. You remember
       where you parked?
      Wayne nods. Smiles. The Batsuit rises from the floor...

                     

                     

      INT. ABANDONED STOCK EXCHANGE - EVENING (LATE DAY)

      Gordon and his men on trial. Crane presides.

                      CRANE
       The charges are espionage and
       attempted sabotage... Do you have
       anything to say in your defense?

                      GORDON
       No lawyer, no witnesses. What sort
       of due process is this?

                      CRANE
       More than you give Harvey's
       prisoners, Commissioner. Your guilt
       is determined, this is merely a
       sentencing hearing. What's it to
       be, death or exile?

                      GORDON
       Crane, if you think we are going
       willingly out onto that ice, you've
       got another think coming.

                      CRANE
       Death, then?

       138.

                     

                     

                      GORDON
       Looks that way.

                      CRANE
       Very well... Death... (Smiles.) By
       exile.

                     
      He smashes his gavel. Bane leans in to one of his men,
      indicates Miranda.

                      BANE
       Bring her to me.

                     

      INT. STAIRWELL, SKYSCRAPER - SUNSET

      Wayne bounds up the stairs. Fox follows, out of breath

                     

                      LUCIUS
       I think it's time to talk about my
       year-end bonus...

                     

                     

      EXT. ROOFTOP, SKYSCRAPER, GOTHAM - MOMENTS LATER

      Fox emerges to see Wayne uncovering the Bat... As the sun
      sets, Fox starts pulling apart the gun mount.

                      FOX
       She fly pretty well?

                      WAYNE
       Even without the autopilot...

                      FOX
       Autopilot? That's what you're there
       for.

                     

      EXT. GOTHAM RIVER - NIGHT


                     
      Gordon and the rest of the men stand at the edge of the ice.
      A Mercenary fires his gun in the air. Gordon takes a breath,
      then leads his men onto the ice...which creaks and groans...
      Further out, Gordon stops - sniffs - looks down: a pool of
      liquid, beside it: a flare. Gordon picks it up, puzzled.

       BATMAN (O.S.)
       Light it up.

       139.

                     

                     
      Gordon, energized by the familiar voice, lights the flare -
      jams it into the liquid, sending a trail of FIRE across the
      ice - up into a building where it forms the shape of a

      BAT...

                     

                     

      INT. FOLEY'S BROWNSTONE - CONTINUOUS


                      FOLEY'S KIDS
       Dad! Check it out!

                     

                      FOLEY'S WIFE
       Honey, take a look!
      Foley moves to a back window. Sees the flaming sign.

                     

                     

      EXT. GOTHAM STREET - CONTINUOUS

      A Mercenary nervously approaches Bane's back.

                      MERCENARY
       Sir?

                     
      Bane turns. The Mercenary points at the sign.

                      MERCENARY
       You think it's really him?

                     

                      BANE
       Impossible...

                     

      INT. FOLEY'S BROWNSTONE, BEDROOM - MOMENTS LATER


                     
      Foley yanks up the floorboards. Pull his dress blues from
      their hiding place.

                     

      EXT. OUTFLOW PIPE, ACKERMAN PARK - CONTINUOUS


                     
      Mercenaries guarding the entrance see the sign. One of them
      moves out to get a better look. WHAM! He is taken out by a
      dark figure. The figure steps into the light - it is
      Blake...

                     

                     

      EXT. GOTHAM RIVER - CONTINUOUS

      Batman hands Gordon a metal box.

       140.

                     

                      BATMAN
       This blocks the remote detonator
       signal to the bomb. Get it onto the
       truck by sunrise. They might hit
       the button when it starts.

                     

                      GORDON
       When what starts?

                      BATMAN
       War.

                     

                     

      EXT. OUTFLOW PIPE, ACKERMAN PARK - CONTINUOUS

      Blake takes out a second Mercenary - moves over to the open
      manhole. Ross emerges - nots at Blake, who helps him climb
      out. BANG - Ross goes down as Blake dives for cover. Blake
      is grabbed by Mercenaries. They detonate the manhole,
      sealing it, prepare to execute Blake. A dark shape drops
      onto the Mercenaries... Blake watches, in awe, as Batman
      takes them out in a fury of punches and kicks - then it is
      finished. Quiet. One of the Mercenaries moves slightly.

                      BLAKE
       You missed a spot.
      Batman boots him in the head as he moves towards Blake.

                     

                      BATMAN
       If you're working alone, wear a
       mask.

                      BLAKE
       No one cares who I am.

                      BATMAN
       The mask is not for you. It's to
       protect the people you care about.

                     

                      BLAKE
       Huh. And you always seem to know
       where those people are. How is
       that?

                      BATMAN
       I lost someone once. Since then I
       break into their homes when they're
       sleeping and implant a tracking
       device on the back of their neck.

                     
      Blake laughs. Then feels the back of his neck. Batman tosses
      Blake a mini-mine.

       141.

                     

                     

                      BATMAN
       On three - one, two, three -
      They throw the mini-mines at the rubble of the entrance -
      the blasts barely move any rubble.

                     

                      BLAKE
       No offense, but you got anything
       bigger in that belt?

                      BATMAN
       That's to warn the men on the other
       side.
      Batman disappears into the shadows.

                      BLAKE
       But how do we -?
      KAABOOOM! The Bat's cannons light up the night.

                      BLAKE
       Okay.

                     
      Cops climb out into the cold night - skinny, ragged, but
      glad to be alive and carrying guns...

                      BLAKE
       What now?

                     

                      BATMAN
       All-out assault on Bane...but you
       need to get the people you care
       about across the bridge.

                     

                      BLAKE
       Why?

                      BATMAN
       In case we fail. Lead an exodus
       across the bridge. Save as many
       lives as you can.

                      BLAKE
       Don't you need me here?

                     

                      BATMAN
       You've given me an army. Now go.
      Blake nods. Turns to leave. Stops.

       142.

                     

                      BLAKE
       Thank you.

                     

                      BATMAN
       Don't thank me yet.

                      BLAKE
       I might not get a chance later.

                     
      Batman nods. Blake disappears into the night.

                     

      EXT. GOTHAM STREET - CONTINUOUS

      Gordon checks the metal box. Puts it under his coat. Nods at
      his men, hiding in the doorways. Checks his GPS...

                     

      EXT. ALLEY - NIGHT

      Batman leads Catwoman to a rusty old container. He opens it,
      revealing the Bat-Pod. Catwoman's eyes light up.

                      CATWOMAN
       Oh, you shouldn't have...
      She hops on, feeling the controls.

                     

                      BATMAN
       The mid-town tunnel's blocked by
       debris, but the cannons give you
       enough firepower to make a path for
       people.

                     
      Catwoman marvels at the controls...

                      BATMAN
       To start it, you -

                     

      VARROOOM!

                      CATWOMAN
       I got it.

                     

                      BATMAN
       We've got forty-five minutes to
       save this city -

                      CATWOMAN
       No, I've got forty-five minutes to
       get clear of the blast radius,
       because you don't stand a chance
       against these guys.

       143.

                     

                      BATMAN
       With your help I might.

                     
      She shakes her head.

                      CATWOMAN
       I'll open that tunnel, then I'm
       gone.

                     
      He looks at her.

                      BATMAN
       There's more to you than that.
      She stares back at him. Facade slipping a touch.

                     

                      CATWOMAN
       Sorry to keep letting you down.
      He says nothing. She looks at him, imploring.
       Come with me. Save yourself. You
       don't owe these people anymore -
       you've given them everything...

                      BATMAN
       Not everything. Not yet.

                     
      Batman turns. Catwoman watches him go. Then fires up the
      bike and takes off.

                     

      EXT. STREETS LEADING TO SOUTH TUNNEL - NIGHT


                     
      Catwoman tears along on the Bat-Pod. She pulls up at the
      tunnel entrance blocked by stacked vehicles.

                     

      EXT. DOWNTOWN STREETS - DAWN


                     
      The army of Cops stands at the low end of the street. At the
      op is Bane's stronghold - City Hall. Men pour out of the
      building, forming up into an opposing line.
      A Cop wearing full dress blues steps forward. It is Foley.
      The silence is eerie... The numbers look evenly matched -
      until two Tumblers arrive.

                      VOICE

                      (OVER LOUDSPEAKER)

       DISPERSE. DISPERSE OR BE FIRED

       UPON.
      The Cops look shaky, pale, but determined.

       144.

                     

                     

                      FOLEY
       There's only one police in this
       city.
      He steps forward. The line follows.

                     

                     

      EXT. CITY HALL - CONTINUOUS

      Bane stands in the colonnade. Watching.

                     

                      BANE
       Open fire.

                     

      EXT. STREET, DOWNTOWN GOTHAM - CONTINUOUS


                     
      The Tumblers FIRE into the line of Cops, THROWING men into
      the air, SCREAMING. The line of Cops is about to scatter -
      WHOOOSHHH. The Bat DROPS down in front of the Cops and
      BLASTS both Tumblers, FLIPPING them sideways. The Bat RISES
      and the cops run towards the Mercenaries, firing - until
      they are close enough to fight hand-to-hand. The street is
      filled with thousands of men in pitched battle.

                     

      EXT. STREETS LEADING TO SOUTH TUNNEL - CONTINUOUS

      Catwoman, hearing the distant battle, blasts the tunnel
      blockage...the dust settles. Her path is clear.

                     

      EXT. GOTHAM STREET - CONTINUOUS

      Gordon heard the fighting. Checks the box. Nervous.

                     

                      GORDON
       Come on, come on...

                     

      EXT. DOWNTOWN STREET - CONTINUOUS


                     
      Bane strides through the battle, taking out Cops left and
      right. A space clears - he is face the face with the
      Batman...

                     

                      BANE
       You came back. To die with your
       city.

                      BATMAN
       No. I came back to stop you.

       145.

                     

                     
      Bane leaps at Batman, smashing powerful blows into his head.
      Batman ducks, weaves and smashes his fists into Bane's side.
      Someone is watching from the window of City Hall - Miranda.

                     

                     

      EXT. GOTHAM STREET - CONTINUOUS

      The black truck rounds the corner. Gordon signals his man in
      a Greyhound bus - who pulls across the street. The truck
      smashes into the bus and stops. Gordon and his men swarm in,
      blasting at the Guards. Gordon opens the back - empty. No
      bomb. Wrong truck.

                      GORDON
       That's impossible... Come on! Cut
       over to Fifth!

                     
      They sprint for the next parallel avenue...

                     

      INT. REACTOR PLANT - CONTINUOUS


                     
      Fox hurries into the reactor - starts throwing switches...

                     

      EXT. ST. SWITHIN'S HOME FOR BOYS - CONTINUOUS

      Blake leads the boys out of the home - points down the
      street.

                      BLAKE
       Knock on doors, spread the word -
       the bomb's going to blow! Get out
       by the South Street tunnel, or over
       the bridge! Do two blocks, then get
       back to the bus!
      The boys race down the street. Father Reilly climbs into the
      bus.

                     

                     

      EXT. DOWNTOWN STREETS - CONTINUOUS

      Batman and Bane fight, Batman pushing Bane back - a Tumbler
      roars between them, separating them. Batman chases after.

       146.

                     

                     

      INT. LOBBY, CITY HALL - CONTINUOUS

      Bane SMASHES backwards through the door, Batman on him.
      Batman POUNDS Bane against the marble floor. Mercenaries
      guarding Miranda move towards them -

                     

                      BANE
       Stay back. He is mine -
      Bane SMASHES Batman's head - moves in for the kill, but
      Batman SMASHES Bane to the ground, RIPS sideways across the
      tubes of Bane's mask with the blades of his forearm. Bane
      bellows, thrashing in AGONY. Batman holds him down with a
      hand on his throat - searches him with his free hand.

                      BATMAN
       Give me the trigger! You'd never
       give it to an ordinary citizen -
      Bane's thrashing calms as he stares at Batman through
      pain-soaked eyes...gasping through his broken mask for
      relief.

                     

                      BANE
       I broke you. How have you come
       back?

                      BATMAN
       You thought you were the only one
       who could learn the strength to
       escape?
      Bane looks at Batman, curiosity behind his pain.

                     

                      BANE
       I never escaped - R�'s al Gh�l

                      A U
       rescued me. That is why I must
       fulfill his plan. That is why I
       must avenge his murder.

                     

                      BATMAN

                      (CONFUSED)
       The child of R�'s al Gh�l made the

                      A U

                      CLIMB -

       MIRANDA (O.S)
       But he is not the child of R�'s al

                      A
       Gh�l...

                      U
      Batman flinches, frozen as Miranda leans into his ear...

       147.

                     

                     

                      MIRANDA
       I am.
      Miranda has a knife through Batman's suit, into his ribs...
       And though I am not 'ordinary', I
       am a citizen...

                     
      She pulls out the trigger...

                     

      EXT. FIFTH STREET - CONTINUOUS


                     
      Gordon spots the second black truck moving down the street.
      His men pull in front, slowing it. Gordon jumps into the
      back. The truck accelerates - Gordon drops, hanging on to
      the bumper, struggling with the box, trying to turn it on...

                     

                     

      INT. LOBBY, CITY HALL - CONTINUOUS

      Batman cannot move to defend himself. He has Bane by the
      throat, but Miranda has her knife in his side -

                     

                      MIRANDA/TALIA
       My mother named me Talia before she
       was killed. The way I would've been
       killed if not for my
       protector...Bane.

                     
      INSERT CUT: the child, Talia, makes eye-contact with the
      Protector, then leaps. Down below, Prisoners swarm over the
      protector, ripping the muslin from his face. Bane looks up
      at Talia, says one quiet word -

                      BANE
       Goodbye.
      Then is overrun.

                      TALIA
       I climbed out of the pit...
      INSERT CUT: Young Talia stands by the hole looking out at
      the landscape...
       I found my father and brought him
       back to exact terrible vengeance -
       but by that time...the prisoners
       and the doctor had done their work
       to my friend...my protector...
      Talia reaches up to touch Bane's mask.

       148.

                     
      INSERT CUT: the League of Shadows descend into the prison -
      at their head, R�'s al Gh�l. They slaughter prisoners. Then

                      A U
      stop. R�'s al Gh�l has found Bane, bandaged.

                      A U

                     

                      TALIA
       The League took us in. Trained
       us...

                     

                     

      INT. TEMPLE, LEAGUE OF SHADOWS - DAY

      Bane in a prototype mask, stands on logs, blocking blows
      from men with sticks.

       TALIA (V.O.)
       But my father could not accept
       Bane.
      R�'s al Gh�l watches Bane training. Turns away.

                      A U

                     

                     

      INT. LOBBY, CITY HALL - CONTINUOUS

      Talia looks into Bane's eyes as she holds the knife in
      Batman's side.

                      TALIA
       He saw only a monster who could
       never be tamed. Whose very
       existence was a reminder of the
       hell he'd left his wife to die in.
       He excommunicated Bane from the
       League of Shadows. His only crime
       was that he loved me. I could not
       truly forgive my father...
      Talia looks at Batman, cold.
       Until you murdered him.

                     

                      BATMAN
       He was trying to kill millions of
       innocent people -

                      TALIA
       'Innocent' is a strong word to
       throw around Gotham, Bruce. I honor
       my father by finishing his work.
       Vengeance against the man who
       killed him is simply a reward for
       my patience...

                     
      Talia twists the knife in Batman's side.
       You see, it's the slow knife...the
       knife that takes its time, the

                      (MORE)

       149.

                     

                      TALIA (CONT'D)
       knife that waits years without
       forgetting, then slips quietly
       between bones...that's the knife -
      Talia arms the trigger...
       - that cuts deepest.
      She hits the button - nothing.

                     

                     

      EXT. FIFTH STREET - CONTINUOUS

      A light on the metal box is blinking. Gordon hangs on -

                     

                     

      INT. LOBBY, CITY HALL - CONTINUOUS

      Talia turns, furious.

                      BATMAN
       Your knife may have been too
       slow...
      A Mercenary steps forward -

                      MERCENARY
       The truck's under attack -
      Talia looks around, mind racing.

                      TALIA
       Gordon. (To Batman.) You gave him a
       way to block my signal. No matter -
       (Looks at watch.) He's bought
       Gotham eleven minutes. (Shouts at
       Mercenary.) Prepare a convoy. We
       must secure the bomb until it
       detonates.
      Talia jumps to her feet. Bane grabs a shotgun from a
      Mercenary - points it at Batman.

                      TALIA
       Not yet... I want him to feel the
       heat. (To Batman.) Feel the fire of
       twelve million souls you failed.
      Talia reaches up to Bane's mask, reconnects his tubes,
      tenderly.
       Goodbye, my friend.
      Bane nods at her, slowly. Talia moves out with the
      Mercenaries.

       150.

                     

                     

      EXT. CITY HALL - CONTINUOUS

      Talia gets into a Tumbler with a Mercenary. Three Tumblers
      pull out in convoy, blowing anything out of the way - cars,
      cops.

                     
      Foley stands in the road, firing his sidearm. Talia's
      Tumbler SMASHES him out of the way.

                     

      INT. LOBBY, CITY HALL - CONTINUOUS


                     
      Bane grabs Batman, throws him into the floor - checks the
      rounds in the barrels.

                      BANE
       You'll have to imagine the fire -

                     
      He shuts the gun - jams it into Batman's face.
       We both know I need to kill you
       now.
      He squeezes the trigger. BLAMMM! Bane is blasted across the
      lobby by cannon fire.
      Catwoman is there, on the Bat-Pod.

                      CATWOMAN
       The whole no-guns thing? I don't
       feel as strongly about it as you
       do.

                     

      EXT. GOTHAM BRIDGE - CONTINUOUS


                     
      Blake pulls up to the barricade, leads the kids off,
      marching them up the bridge, Father Reilly at the rear. A
      Uniform shouts through the loudhailer -

                      UNIFORM
       Stay there! What are you doing?!

                      BLAKE

                      (PULLS BADGE)
       Blake, MCU - I'm getting these boys
       to safety -

                     

                      UNIFORM
       Safety?! You're gonna get us all
       killed. Anyone crosses this bridge
       they blow the city -

       151.

                     

                     

                      BLAKE
       It's gonna blow anyway. We need
       this bridge open right now.

                      UNIFORM
       No one leaves the island. Orders -

                      BLAKE
       Whose orders? Bane's?

                      UNIFORM
       Police Department's.

                      BLAKE
       Haven't you heard the shooting? The
       Batman's battling it out with Bane

                      -

                     

                      UNIFORM
       The Batman's dead. Look, Officer -

                      BLAKE
       It's Detective -

                     

                      UNIFORM
       Well, Detective, you take one more
       step, we have to shoot you. Two
       more steps, we have to blow the
       bridge.

                     

                      BLAKE
       (to the boys)
       Wait for me back at the bus.
      The Boys walk back down the bridge...

                     

                     

      EXT. DOWNTOWN STREETS - CONTINUOUS

      Talia's convoy surrounds the black truck. Tumblers off each
      flank, protecting the bomb as it counts down...

                     

      INT. LOBBY, CITY HALL - CONTINUOUS

      Batman looks at Catwoman.

                     

                      BATMAN
       I need you on the ground, me in the
       air, we have to force that convoy
       east, to the entrance to the

                      REACTOR -

       152.

                     

                     

      EXT. CITY HALL - MOMENTS LATER

      Catwoman roars down the steps on the Bat-Pod.

                     

      INT. BLACK TRUCK - CONTINUOUS


                     
      Gordon climbs into the back of the truck - the bomb is
      there, heating up. He looks at the countdown - nine
      minutes...

                     

                     

      EXT. GOTHAM BRIDGE - CONTINUOUS

      Blake turns back to the Uniform.

                      BLAKE
       Your orders are out of date! The
       situation's changed! Listen, I'm a
       cop like you. And I'm walking out
       there. Please don't shoot me.
      Blake walks. Shots ring out at his feet. He keeps walking...

                     

                     

      EXT. GOTHAM STREETS - CONTINUOUS

      The Bat descends on the convoy, Catwoman approaches on the
      ground. A rolling battle ensues. Catwoman targets the rear
      of the Tumblers, Batman swings the Bat in low at the
      junctions, trying to force the convoy east...
      The Tumbler's gun turrets swing around onto Catwoman. She
      swerves to avoid heavy fire.

                     

                     

      EXT. GOTHAM BRIDGE - CONTINUOUS

      Blake continues to walk, ignoring the warning shots.

                      UNIFORM
       Son-of-a-bitch! (To his partner.)
       Blow it! Before he reaches the line

                      -
      His partner arms the detonator. Uniform shouts at Blake -

                     

                      UNIFORM
       Get down! We're blowing the bridge!
      As Blake looks, disbelieving, the bridge in front of him
      blasts upwards in a massive fireball. Blake dives backwards.

       153.

                     

                     

      EXT. GOTHAM STREETS - CONTINUOUS

      The Bat blasts away in front of the convoy, making a huge
      crater in front of a Tumbler and trapping it, rear in the
      air. Catwoman dodges around it, uses the Bat-Pod cannons to
      take out another Tumbler... The countdown ticks away...seven
      minutes.

                     

      INT. REACTOR PLANT - CONTINUOUS


                     
      As Fox fires up the reactor something catches his eye -
      something is wrong...

                     

      EXT. GOTHAM BRIDGE - CONTINUOUS


                     
      The smoke clears, Blake sees the impossible gap.

                      BLAKE
       You idiots! You sons of bitches!
       You're killing us!!

                     

                     

      INT. BLACK TRUCK - CONTINUOUS

      Gordon climbs out the back of the truck but is immediately
      strafed by gunfire from the Tumblers. He dives back inside,
      moves to the front of the trailer - looks at the bulkhead,
      gauging the driver's position. Starts firing blind through
      the bulkhead -

                     

      INT. CAB, BLACK TRUCK - CONTINUOUS


                     
      Bullets fly through the cab. The driver takes one, falls
      forward, dead. Talia takes the wheel - bullets keep coming.

                     

      EXT. GOTHAM BRIDGE - CONTINUOUS


                     
      Blake races back. Father Reilly has the boys in a huddle,

                     PRAYING -

                      BLAKE
       Father! Get the boys on the bus -

                     

                      FATHER REILLY
       But there's nowhere to go, son.

       154.

                     

                     

      EXT. GOTHAM STREETS - CONTINUOUS

      The Bat spins down in front of the black truck, forcing it
      into a hard right turn...

                     

                     

      INT. TRUCK - CONTINUOUS

      Talia watches the navigation screen.

                      TUMBLER DRIVER

                      (OVER RADIO)
       They're trying to force us onto

                      GRAND -

                      TALIA
       Pushing us to the entrance of the
       reactor. They're going to try and
       reconnect the core.

                      TUMBLER DRIVER

                      (OVER RADIO)
       Can they?

                     
      Talia smiles.

                     

      INT. REACTOR PLANT - CONTINUOUS


                     
      Fox runs to a ladder. Alarms sound. As he hits the ladder he
      turns. A massive rumble builds - water SMASHES into the
      reactor, flooding in from both directions.

                     

      EXT. GOTHAM STREETS - CONTINUOUS


                     
      Catwoman comes up behind the lead Tumbler. She blasts it
      again and again - it flips diagonally into the path of the
      black truck, causing the truck to lurch onto its side. Both
      vehicles careen into the mouth of the tunnel.

                     

                     

      INT. REACTOR PLANT - CONTINUOUS

      Fox loops his arm around a rung of the ladder and braces as
      a wave smashes into him, painfully...

       155.

                     

                     

      EXT. TUNNEL ENTRANCE - CONTINUOUS

      Gordon jumps out of the truck, opening the rear doors to
      expose the glowing core. Catwoman pulls up on the Bat-Pod.

                      GORDON
       Give me a hand!
      The Bat lands at the tunnel mouth. Gordon moves in to try
      and grab the core but it is too hot.
       Let's get a cable on it and drag it
       out! Come on, we're almost there -
      Laughter. Gordon turns. Talia, lying half out the truck.
      Dying.

                      TALIA
       Fox showed me how to operate the
       reactor core. Including the
       emergency flood -

                     

      INT. REACTOR PLANT - CONTINUOUS


                     
      Fox pulls himself above the rising whitewater -

                     

      EXT. TUNNEL ENTRANCE - CONTINUOUS


                     
      Gordon looks down at Talia. Batman is at his side.

                      TALIA
       There is no way to stop this bomb.
       Prepare yourselves... (Looks up at
       Batman.) My father's work is done.

                     
      Talia smiles as her eyes flutter closed. Gordon turns -
      Batman is at the core, plunging his hands into the heat to
      attach a hoist from the Bat.

                      GORDON
       What're you doing?

                      BATMAN
       Two minutes. I can fly it out over
       the bay...

                     
      Catwoman is at his side as he works.

                      CATWOMAN
       Rig it out to fly over the water,
       then bail -

       156.

                     

                     

                      BATMAN
       No autopilot.
      She takes this in. He stands to face her.

                      CATWOMAN
       You could've gone anywhere. Been
       anything. But you came back here.

                      BATMAN
       So did you.

                     

                      CATWOMAN
       I guess we're both suckers.
      She puts her arms around his neck. Kisses him. Batman moves
      to the Bat, Gordon alongside.

                     

                      GORDON
       So this is the part where you
       vanish, only this time you don't
       come back?

                     
      Batman opens the canopy.

                     

      EXT. GOTHAM BRIDGE - CONTINUOUS

      Blake grabs at the smallest boys, shoving them onto the bus.

                     

                      BLAKE
       Come on! On the bus!

                      FATHER REILLY
       What're you doing?

                     

                      BLAKE
       Protection from the blast -

                      FATHER REILLY
       It's an atom bomb -!

                     
      Blake turns on Father Reilly, furious.

                      BLAKE
       You think they need to hear that in
       their last seconds? You think I'm
       going to let them die without hope?

       157.

                     

                     

      EXT. TUNNEL ENTRANCE - CONTINUOUS

      Gordon puts a hand on Batman's arm.

                      GORDON
       I never cared who you were -

                     

                      BATMAN
       And you were right.

                      GORDON
       But shouldn't the people know the
       hero who saved them?

                      BATMAN
       A hero can be anyone. That was
       always the point.

                     
      Batman sits into the cockpit, then looks again at Gordon.
       Anyone. A man doing something as
       simple and reassuring as putting a
       coat around a little boy's
       shoulders to let him know that the
       world hadn't ended...
      The canopy closes - and as the Bat fires up Gordon remembers

                     -
      INSERT CUT: Gordon, in his uniform, wraps the overcoat
      around the Young Bruce's shoulders, his eyes reassuring,
      loving.
      Gordon looks up to the cockpit -

                      GORDON
       Bruce Wayne?
      - but is dusted by downdraft as the Bat RISES. Gordon LEAPS
      out of the way as the core is dragged along and out of the
      tunnel mouth.

                     
      The Bat struggles with the weight of the smoking core... A
      building is in the way - Batman fights the controls but
      there's no power to get over it.

                     

                     

      EXT. GOTHAM BRIDGE - CONTINUOUS

      Blake shouts into the bus -

                      BLAKE
       Heads down! Heads down, now!

       158.

                     

                     

                      FATHER REILLY
       Blake, they need to make their
       peace.
      Blake turns to him, furious.

                     

                      BLAKE
       They're children! They have no
       peace to make -
      An EXPLOSION from downtown Gotham. Blake looks across,
      startled, turns to the children on the bus.
       Get down! This is it!
      The smallest of the boys stares through the window past
      Blake.

                     

                      LITTLE BOY
       No. That's Batman!
      Blake turns to see the Bat thundering out of the heart of
      Gotham, trailing smoke, the core hanging from it. It curves
      dangerously close to the bridge before heading for the mouth
      of the river...the bay...the ocean...
      Until a point of light fires into an enormous nuclear BLAST
      - wind and light and dust blowing VIOLENTLY but harmlessly
      over the bridge, the tunnel mouth, all of Gotham...

                     
      As the nuclear dawn fades over Gotham, and we see its
      inhabitants start to raise their heads, and helicopters and
      boats converge on the island, we hear a voice. Jim Gordon.

       GORDON (V.O.)
       'I see a beautiful city and a
       brilliant people rising from this
       abyss...'
      Blake pulls out his badge. Throws it into the river.

                     

       GORDON (V.O.)
       'I see the lives for which I lay
       down my life, peaceful, useful,
       prosperous and happy...'

                     

                     

      EXT. GARDENS, WAYNE MANOR - DAY

      Gordon is reading from A Tale of Two Cities. Opposite is
      Fox, arm in a sling, and Blake, grim. Another figure is
      there, whose face we do not yet see...

       159.

                     

                     

                      GORDON
       'I see that I hold a sanctuary in
       their hearts, and in the hearts of
       their descendants, generations
       hence. It is a far, far better
       thing that I do, than I have ever
       done...'
      Gordon closes the book, looking down at Bruce Wayne's grave.
       'It is a far, far better rest that
       I go to than I have ever known.'

                     
      Gordon looks up at the figure standing across from him...
      Alfred. Tears streaming.
      Fox places a gentle hand on Alfred's shoulder, then leaves.
      Gordon and Blake follow. Alfred, alone with the Wayne
      family, turns to the grave beside Bruce's - the grave of
      Thomas and Martha Wayne.

                      ALFRED
       I'm so sorry. I failed you. You
       trusted me, and I failed you.
      And the old man's shoulders begin to shake with sobs.

                     

      EXT. FRONT ENTRANCE, WAYNE MANOR - CONTINUOUS


                     
      Gordon nods at Lucius. Blake is at Gordon's side.

                      GORDON
       Can I change your mind about
       quitting the force?

                     

                      BLAKE
       No. What you said about structures.
       About shackles. I can't take it.
       The injustice. (Gestures at
       gardens.) I mean...no one's ever
       going to know who saved an entire
       city.

                      GORDON
       They know. (Off look.) It was
       Batman.

       160.

                     

                     

      EXT. PLAZA, DOWNTOWN GOTHAM - DAY

      Gordon, on a platform with dignitaries, watches a statue
      being unveiled. The curtain parts: Batman, immortalized in
      granite. We move in on the stone face...

                     

       VOICE (V.O.)
       Mr. Wayne's will was not amended to
       reflect his more modest estate...

                     

                     

      INT. LAWYER'S OFFICE - DAY

      The voice belongs to Wayne's lawyer, addressing a small
      group.

                      LAWYER
       Nonetheless, there are considerable
       assets to dispose of... The
       contents of the house are to be

                      SOLD -
      He glances up to see someone slip into the room - Blake.

                     

                     

      EXT. WAYNE MANOR - DAY

      Movers carefully bring artworks and furniture out of the
      house, watched by a solitary figure. Alfred.

                     

       LAWYER (V.O.)
       - to settle the estate's accounts.
       The remainder is left in its
       entirety to Alfred J. Pennyworth...

                     

                     

      INT. LAWYER'S OFFICE - DAY

      Blake shifts. Out of place. The Lawyer continues.

                      LAWYER
       The house and grounds are left to
       the city of Gotham, on condition
       that they never be demolished,
       altered, or otherwise interfered

                      WITH -

       161.

                     

                     

      EXT. WAYNE MANOR - DAY

      Different movers carry bunk beds into the huge house.

       LAWYER (V.O.)
       And that they shall be used for one
       purpose, and one purpose only...
      A schoolbus pulls up. Father Reilly shepherds children
      towards the house. The children look up at the house,
      wide-eyed.
       The housing and care of the city's
       at-risk and orphaned children.
      A sign reads:

      THE MARTHA AND THOMAS WAYNE HOME FOR CHILDREN

                     

                     

      INT. LAWYER'S OFFICE - DAY

      People file out as the Lawyer stands.

                     

                      LAWYER
       My clerk will help anyone with the
       smaller correspondences and
       instructions...
      Blake approaches the Clerk. She smiles.

                     

                      BLAKE
       Blake, John.

                      CLERK

                      (CHECKS LIST)
       Nothing here.
      Blake realizes, offers her his driving license.

                      BLAKE
       Try my legal name.

                     
      The Clerk glances at the license. Checks.

                      CLERK
       Yup, here it is.

                     
      She reaches down behind the desk, sorting through various
      items, and hands him a sports bag. Blake takes it, curious.

                      CLERK
       You should use your full name. I
       like that name... Robin.

       162.

                     
      Blake smiles, embarrassed. Leaves.

                      LAWYER
       Any word on the missing item?

                      CLERK
       No, not yet.

                      LAWYER
       Well, they'd better leave no stone
       unturned... We can't just put a
       string of pearls on the manifest as
       'lost'.

                     

                     

      INT. APPLIED SCIENCES - DAY

      Fox stands in front of the second camouflage rotor. Two
      Techs are examining the controls in the cockpit.

                      TECH 1
       Why worry about the stabilization
       software? This whole autopilot
       system's obsolete -

                      FOX
       Please, I just need to know what I
       could've done to fix it.

                      TECH 2
       But Mr. Fox, it's already been
       fixed. (Typed on panel.) Software
       patch...six months ago.

                      FOX

                      (CONFUSED)
       Check the user ident on the
       patch...

                     
      Tech 2 types some more keys. Looks surprised.

                      TECH 2
       Huh. Bruce Wayne.

                     
      Fox turns away from the rotor, an idea starting to form...

                     

      EXT. WOODS - DAY

      Blake sits in his car looking at a GPS device, puzzled.
      Beside him, the sports bag, open. In it is a piece of paper
      with coordinates, on top of some climbing rope and shackles.
      Blake gets out of the car with the bag. Follows the GPS into
      the trees.

       163.

                     

                     

      EXT. CAF�, FLORENCE - DAY

      Alfred, paper under his arm, heads to his usual table. Sits.

                      WAITER
       Lei e solo?

                     

                      ALFRED
       Si, Fernet Branca, per cortesia.

                     

                     

      EXT. WOODS - DAY

      Blake finds a large waterfall... He checks his GPS,
      confused. Stares at the waterfall. Reaches for the climbing
      gear...

                     

                     

      EXT. MCU - NIGHT

      Gordon steps onto the roof with his pile of arrest
      reports...

                     

                     

      EXT. CAF�, FLORENCE - DAY

      As Alfred sips his drink, he glances up at a couple at the
      next table. Strangers. Alfred looks back down...

                     

                     

      INT. CAVE - DAY

      Moving in on the waterfall from inside... Blake bursts
      through, landing painfully on the shale inside. he gets to
      his feet, moving cautiously into the cave...

                     

                     

      EXT. MCU - NIGHT

      Gordon bangs his files against the air duct, straightening
      them. He stops. Sees something. The searchlight...fixed.
      Gordon runs his fingers across a brand new, steel Bat
      symbol... He looks up into the night...

                     

      INT. CAVE - DAY


                     
      Blake lights his torch...then ducks, crouching, as THOUSANDS
      of SCREECHING creatures descend. BATS...

       164.

                     

                     

      EXT. CAF�, FLORENCE - DAY

      Alfred folds his paper. Pulls out his money, then stops,
      seeing...across the tables, a familiar couple... Bruce
      smiles at Alfred, who nods. Bruce turns back to the pretty
      brunette in pearls. Selina. Alfred pays his bill, content.

                     

                     

      INT. CAVE - DAY

      Blake lifts his head, FEELING the bats all around him...
      Blake RISES, and is SWALLOWED by the darkness of their wings
      and we -

      FADE OUT.

      CREDITS.

                     

      THE END.