The Prestige Story

T    H    E             P    R    E    S    T    I    G    E

FADE IN:

TOP HATS.  Clustered in a small glade.  As we SUPER TITLES,

a BLACK CAT slinks its way through them.  As TITLES ENDBORDEN (V.O.)

Are you watching closely?

A SECOND BLACK CAT races into frame, HISSING, SPITTING,

CHASING the first cat into the woods beyond and weCUT TO:

INT. CLUTTERED WORKSHOP — DAY

Moving along a row of CANARIES in CAGES.

CUTTER (V.O.)

Every magic trick consists of three

part, or acts…

Stop at a cage.  Weathered HANDS envelope the canary.  Hands

and voice belongs to a man in his 60′s- CUTTER.

CUTTER (V.O.) (CONT’D)

The first part is called the Pledge…

A LITTLE GIRL pershes on a chest in the workshop, watching.

CUTTER (V.O.) (CONT’D)

…the magician shows you something

ordinaryCutter moves to a small ORNATE CAGE resting on a prop table.

CUTTER (V.O.) (CONT’D)

A deck of cards, ar a bird…

INT. SCALA THEATRE, LONDON — NIGHT

A packed house. Many hands raised. Move in on a BEARDED MAN,

his gloved hand tentatively rising into the air.

CUTTER (V.O.)

…or a man.

A GLAMOROUS ASSISTANT beckons Bearded Man from the aisle. He

shuffles along his row towards her. Embarrassed.

CUTTER (V.O.) (CONT’D)

He show you this object, and pledges

to you its utter normality…

Bearbed Man and four other VOLUNTEERS follow the Assistant

down towards the stage…2.

On which stands the magician, leaning on his cane, smiling.

This is ROBERT ANGIER, 35, an American. Looming over him is

a large and complex ELETRICAL MACHINE.

CUTTER (V.O.) (CONT’D)

Perhaps he asks you to inspect it…

Bearbed Man, FASCINATED, and other Volunteers look over 

the vast machine.  As angier GESTURES theatrically at the

various features of the metal and glass apparatus.

CUTTER (V.O.) (CONT’D)

…to see that it is indeed real…

As the Assistant leads the Volunteers off the stage, Bearded

Man slips through the gap at the side of the curtainsCUTTER (V.O.) (CONT’D)

…unaltered…

INT. STAGE THEATRE, BACKSTAGE — CONTINUOUS

-looks around, DISORIENTED, then darts for some stairs leagind

below stage where he runs into a burly STAGEHAND.

CUTTER (V.O.)

…normal.

STAGEHAND

Where’d you think you’re going?!

CUTTER (V.O.)

But, of course, it probably isn’t…

Bearded Man pulls off his beard, revealing the face of ALFRED

BORDEN, mid 30′s.

BEARDED MAN

I’m part of the act, you fool!

The Stagehand raises his eyebrows and steps aside.  Borden

RACES down below the stage.  Cutter approaches the Stagehand.

CUTTER

Who was that?

INT. SCALA THEATRE, ONSTAGE — CONTINUOUS

As the machine GROANS to life. SPARKING and CRACKLING, Angier

gazes at it, forgettig his audience.   Entranced.  Possessed.

INT. BENEATH THE STAGE — CONTINUOUS

Borden fumbles through the darkned area, lit by flashes and

sparks through gaps in the boards of the stage above.  He

GASPS as a flash illuminates a STAGEHAND with SOLID WHITE

EYES sitting nearby. Borden waves a hand in front of the3.

INT. WORKSHOP — DAY

Cutter gently places the canary into the ornate cage.

CUTTER (V.O.)

The second act is called the Turn…

INT. SCALA THEATRE, ONSTAGE — NIGHT

Angier, facing the audience, steps into the machine.

CUTTER (V.O.)

The magician takes the ordinary

something…

INT. BENEATH THE STAGE — CONTINUOUS

Borden lights a MATCH.  In front of him is a LARGE GLASS

TANK FILLED WITH WATER, ITs LID PROPPED OPEN.  Borden frowns.

CUTTER (V.O.)

…and makes it do something

extraordianry.

INT. WORKSHOP — DAY

Cutter places a SILK SHAWL over the cage. Then SLAMS his

hands down on the shawl, which FLATTENS- The Little Girl

FLINCHES.  Then STARES, FASCINATED.

CUTTER (V.O.)

Now you’re looking for the secret.

INT. SCALA THEATRE, ONSTAGE — NIGHT

Bolts of electicity draw inwards, wrapping Angier in a ball

of light which CRACKSCUTTER (V.O.)

But you won’t find it…

INT. BENEATH THE STAGE — CONTINUOUS

The ROOM fills with light as a TRAPDOOR snaps open and a

BODY DROPS INTO THE TANK.

CUTTER

Because of course, you’re not really

looking…

The lid of the tank and trapdoor above SNAP SHUT, leaving

the tank, and Borden, in complete DARKNESS.

CUTTER (V.O.) (CONT’D)

…you don’t really want to know.4.

INT. WORKSHOP — DAY

Cutter WHIPS the shawl from the table.  Cage and bird have

DISAPPEARED.

CUTTER (V.O.)

…you want to be fooled.

The Little Girl stares, EXPECTANT.

CUTTER (V.O.) (CONT’D)

But you couldn’t clap yet. Because

making something disappear isn’t

enough… you have to bring it back.

INT. SCALA THEATRE, ONSTAGE — CONTINUOUS

The MACHINE sputters to a stop.  Angier is GONE.  The audience

sits, WAITING.

CUTTER (V.O.)

That’s why every magic trick has a

third act.  The hardest part..,

INT. WORKSHOP — DAY

Cutter forms a fist.  Drapes the shawl over it.

CUTTER (V.O.)

…the part we call…

Cutter WHIPS  the shawl away to reveal- the CANARY.  The

Little Girl CLAPS.

INT. BENEATH THE STAGE — NIGHT

Borden LIGHTS another match.  Stares in HORRORCUTTER (V.O.)

…The Prestige.

Inside the tank, ANGIER IS DROWNING. His rolling EYES fixes

on BORDEN, he POUNDS desperately on the thick glass, SCREAMING

BUBBLES… The screen fades to BLACK.

PROSECUTOR (V.O.)

The Prestige…?

INT. COURTROOM — DAY

The PROSECUTOR turns to face the witness in the box: Cutter.

PROSECUTOR

And did Robert Angier, the Great

Danton, your employer, get to that

final part of his trick that night?5.

CUTTER

No, sir. Something went wrong.

PROSECUTOR

What went wrong?

CUTTER

I saw a someone head below the

stage… I followed… and I found

BordenCutter points at the dock: Borden is there, CHAINED TO THE

FLOOR. FLANKED BY GUARDS. Cutter POINTS.

CUTTER (CONT’D)

-watching Mr. Angier drown in a tank.

PROSECUTOR

Would you describe your occupation

to the jury please, Mr.Cutter?

CUTTER

I’m an ingeneur. I design illusions

and construct the apparatus necessary

for perfoming them.

PROSECUTOR

And for how long had you been

Mr.Angier’s “ingeneur”?

CUTTER

Eight years.  I was privvy to the

secrets of his entire act.

PROSECUTOR

So, Mr.Cutter, was this water-filled

tank beneath the stage part of

Mr.Angier’s illusion- the illusion

billed as “THE REAL TRANSPORTED MAN”?

CUTTER

No, sir. The tank had been used for

the first trick, then taken offstage.

Borden must have put it under the

trap door after the interval.

Cutter looks across at Borden, who is absently tapping his

hand against the rail- it is MUTILATED, MISSING 2 1/2 FINGERS.

The DEFENDER STANDS.

DEFENDER

How large was this tank?

CUTTER

The sort of tank used for underwater

escapes- four or five hundred gallons.6.

DEFENDER

How do you think Mr.Borden was able

to move the tank under the trap door

without anyone noticing?

CUTTER

Ask him- he’s the magician.

Titters from the gallery.  The Defenser turns to the JUDGE.

DEFENDER

(impatient)

I ask again that this man explain

the mechanics of Mr.Angier’s illusion.

CUTTER

(angry)

If I reveal my magician’s secrets

here in open court, I’ll be

unemployable and the secrets will be

worthless.  The Real Transported Man

is the most sought-after illusion in

the business and I have te right to

sell it on.

The Judge considers this.  He looks at Cutter.  Sympathetic.

JUDGE

Mr.Cutter, I see your predicament

but we are talking about a capital

offence- Alfred Borden’s life hangs

in the balance.

Cutter looks down.  Quiet.

JUDGE (CONT’D)

If you were prepared to disclose the

details to me in private, I might be

able to judge their relevance to the

case.

(addresses lawyers)

Might this be an acceptable

compromisse?

Amid murmurs of  assent, the Judge ADJOURNS the proceedings.

As the Guards begin the complex ritual of unlocking Borden’s

chainsa from the floor, Borden’s looks across the courtroom:

The LITTLE GIRL from the opening stands in the gallery,

looking back at him.  Borden gives her a little WAVE.  She

waves back, then is GUIDED OUT by a man wearing GLOVES and

BOWLER HAT- this is FALLON.  He nods at Borden.7.

EXT. PRISON YARD, NEWGATE PRISON — DAY

OWENS, 50′s a lawyer, stands at the entry gate. The CAPTAIN

of the guard walks out to greet him.

CAPTAIN

I’m going to have to ask you to turn

out your pockets.

Owens raises his eyebrows.

CAPTAIN (CONT’D)

Not my idea, sir.  The Warden saw

his show in Manchester last year

where he vanished into thin airhe’s convinced he’ll try an escape.

Owens smiles as he hands over his pocket watch ans wallet.

They walk along a hall wrought iron fence.  The PRISON looms

over them.

A door in the prison opens and Borden emerges, trussed

absurdly in chains held by two WARDERS.  The other INMATES

begin cattle-calling and whistling as BOrden is paraded up

to a WOODEN SECTION of the fence.

CAPTAIN (CONT’D)

I told him the only way Borden’s

going to disappear is if I leave him

out with the others immates.

At the fence, the Warders lock the ends of their chains to a

thick eye hook set into the ground.

CAPTAIN (CONT’D)

(to warders)

Check the locks.  Twice.

They check the locks.  Then retreat to allow privacy.  The

Captain marches away.  Borden looks at Owens.  Bored.

OWENS

My name is Owens- I’m a solicitor.

Borden says nothing.

OWENS (CONT’D)

I represent Lord Caldlow, and

accomplished amateur magician and

historian of magicBORDEN

How much?

OWENS

Lord Caldlow is interested in-8.

BORDEN

(cold)

How much for my tricks?

OWENS

Five thousand pounds.

BORDEN

Talk to Fallon, my ingenuer- the

money’s for him.

OWENS

I did.  He offered to sell all of

your tricks… except the most

valuable one – The Transported Man.

BORDEN

I’d never forgive myself for selling

my greatest trick.

Borden signals the Wardens to come and unlock him.

OWENS

Even for your daughter?

Borden looks up.  Owens moves closer, quietly assertive.

OWENS (CONT’D)

If the newspapers are right, and

you’re for the drop, your daughter’s

going to need looking after

BORDEN

Fallon can take care ofOWENS

Bernard Fallon? A man with a past

even more obscure than your own?

The court have already motioned to

have the girl removed from his “care”.

No, the girl is to be an orphan.

I’ve been to the work house…

Owens looks around the prison yard.  Shrugs.

OWENS (CONT’D)

It’s better than this.

Borden looks at Owens, hard.  The Warders unlock Borden.

OWENS (CONT’D)

I’m offering you a way to warp up

your affairs with dignity, and I’m

offering your daughter a future.  As

Lord Caldlow’s ward she will want

for nothing.  Ever.

(hands him a card)

Think it over.9.

Borden absently VANISHES the card as a REFLEX.

OWENS (CONT’D)

Lord Caldlow wanted you to have this-

(produces a leather

bound JOURNAL)

As a show of good faith.  He thought

it might be of interest.

A SULLEN WALDER TALKS the journal, flicks through it.

OWENS (CONT’D)

Robert Angier’s diary… It includes

the time he spent in Colorado learning

your trick…

Sullen hands the journal to Borden.  Borden takes it.

BORDEN

Angier never learned my trick.

OWENS

Really?  When he returned from

Colorado he mounted a version of the

Transported Man that the papers said

was better, even…

(with relish)

Than your original.

BORDEN

(acid)

If you want Angier’s secret you can

dig him up and ask him for yourself.

Borden TURNS, dragging the Warders with him.

OWENS

I want your secret, Mr.Borden…

(louder)

Consider your daughter!

INT. CELL, NEWGATE PRISON — DAY

Borden, on the bed, opens Angier’s JOURNAL.  Starts to read…

ANGIER (V.O.)

A cypher.  An enigma…

CUT TO:

LETTERS ON A PAGE. IN MEANINGLESS COMBINATIONS. GIBBERISH.

INT. TRAIN, MOUNTAINS — DUSK

Aniger, with a SIGH, closes a CARDBOARD-COVERED NOTEBOOK.

OPENS his LEATHER-BOUND JOURNAL.  Starts to write.10.

ANGIER (V.O.)

…Borden’s cypher is simpleunraveled by a single word. Now it

takes only patience.  And a passion

to know his mind.

Angier lloks up at his own reflection in the train window.

EXT. TRAIN STATION — DUSK

No platform, no office, no sign.  Just an electric streetlight

which, as Angier watches, FLICKERS ON.  Angier, leaning

heavily on his cane limps over to the light and stares up at

it as he’s never seen one before.

VOICE (O.S.)

Mr.Angier? Welcome to Colorado

Springs.

Angier looks back and smiles.  A driver is looking down

expectantly from atop a STAGECOACH.  Angier hands his cane

up to the driver nd , with some difficulty, hitches his way

up to the roof of the rig.  As he does, the town of Colorado

Springs rises into view, a few hundred yards down the road,

lit brightly with ELECTRIC STREETLIGHTS.

ANGIER

(disbelief)

The whole town has electricity?

The driver nods and WHIPS the horses into action.

EXT. ROAD, PIKE’S PEAK — EVENING

The Stagecoach flies along, inches from a precipitious drop.

It rounds a corner and pulls to a halt in front of the CLIFF

HOUSE INN, equal parts log cabin and crystal palace.

INT. CLIFF HOUSE INN — CONTINUOUS

The lobby  is cavernous and immaculate.  The entire STAFF of

the hotel – BELLBOYS, MAIDS, COOKS, and GARDENERS – are lined

up along the sides like a regiment of soldiers.

Angier reaches the reception desk and the smiling MANAGER.

ANGIER

Quit a reception.

MANAGER

You’re our first guest of the season,

Mr.Angier.

(opens guest book)

Your telegram didn’t indicate how

long you would be staying with us.11.

ANGIER

As long as it takes.

(signs book)

I’ll need a coach tomorrow to take

me up the mountain.

MANAGER

The peak is closed, sit.  For

scientific experimentation.

ANGIER

(smiles)

That’s why I’m here.

EXT. ROAD, PIKE’S PEAK — MORNING

A stagecoach rumbles along a dirt track,  The driver pulls

on his reigns and the coach pulls to a stop.

DRIVER

You have to walk the reat, I’m afraid,

sir.

Angier nods.  Lowers himself down to the roadway.

EXT. CLEARING, PIKE’S PEAK — MORNING

Angier comes through the trees to find a wire fence with a

sign: EXTREME DANGER- NO TRESPASSING

Beyond the fence is a COMPOUND of three BARNS.  Rising from

the center barn is a 200ft steel TOWER capped with a GIANT

STEEL BALL.  GIANT ARCING BOLTS of electricity run down the

tower from the ball.  The windows of the building RADIATH

with BLUE EXPLOSIONS.

Angier stops forwards, entranced, and threads his fingers  

through the fence.

He is sent FLYING backwards — the fence has been electrified.

The tower is SHUT OFF- a door opens and a stout little MAN,

shotgun under one arm, MARCHES up to the fence.  He uses a

RUBBER PAD to pry open the fence and stands over Angier, who

is CURLED on the ground, GROWNLING in pain, trying to stand.

SHOTGUN

I’m amazed at how many of you

newspaper writers can’t read mu sign.

Shotgun picks up Angier’s cane and hands it to him.

ANGIER

Not the welcome I was expecting.

Shotgun RECOGNIZES Angier, AMAZED.12.

SHOTGUN

I know you. You’re that magician-the

Great Danton.

(helps Angier up)

I’m Alley.  I saw your show.  IN

London.  Seven times- you guessed

every object the audience had in

their pockets.

Angier leans on his cane and gently brushes off the dirt.

ALLEY

I’m sorry about the fence.  People

keep interfering with our work.

ANGIER

I’ve come to see Tesla.

ALLEY

Why?

ANGIER

He built a machine for a- for a

colleague of mine.  A long time ago.

Can you get me a meeting with him?

(off his look)

I’ve come a very long way.

ALLEY

Impossible, I’m afraid.

ANGIER

I’ve brought a lot of money.

Beat.

ALLEY

I’m sorry, Mr.Angier.  I simply can’t

help you.

Alley pulls the fence closed.

ANGIER

I’ll be staying at the hotel.

Indefinitely.

Alley watches Angier walk away.  He pulls something from his

pocket.

ALLEY

What am I holding?

Angier doesn’t look back.

ANGIER

Your watch.

Alley GRINS, opening his hand.  He is holding a gold watch.13.

INT. HOTEL ROOM, COLORADO — DAY

Angier sits, the cardboard-bound notebook on the table in

front of him. He makes a notations in his own journal as he

deciphers Borden’s words.

ANGIER (V.O.)

April 3rd, 1893… a few days after

he first met me…

Angier runs his finger along the first line, translating…

BORDEN (V.O.)

We were too young men at the start

of a great career…

INT. THEATRE — NIGHT

Borden sits in the audience.  Younger- both hands intact.

BORDEN (V.O.)

Two young man devoted to an

illusion…

Two rows in front sits Angier.  Similarly youthful.

BORDEN (V.O.) (CONT’D)

Two young men who never intended to

hurt anyone.

Onstage is a TANK. Standing beside the tank is a beautiful

young magician’s assistant.  JULIA.

The magician, MILTOn, adress the audience.

MILTON

Which of you brave souls is willing

to bind this lovely young woman…

Milton GESTURES to Julia- the MEN in the crowd go wild- hands

in the air, catcalls.  Smiling radiantly, Julia selects two

young men, who SCRAMBLE up to the stage- ANGIER and BORDEN:

younger, full of energy- Angier has no limp.

They spring onto stage, beside Julia and take the ROPE she

offers them.  Milton GRABS a HOOK that descends from the

flies on a chain.

Cutter is watching fron the wings.

MILTON (CONT’D)

Are either of you two gentlemen

gailors?

Both shakes their hands as they start to bind Julia with the

ropes, Borden wrapping the rope around her wrists, Angier

the one around her ankles.14.

MILTON (CONT’D)

Well, I’m sure you can both tie a

strong knot…

As Borden finishes his knot tests it, it SLIPS APART.  

Borden frowns, hastly RETYING it, covering.

Cutter NOTICES.

Borden finishes, glancing at julia who gives a small sign of

assent with her eyes.  As Angier finishes tying her ankles

he sneaks a light KISS on her ankle.  She frowns at him and

raises her arms.  Milton hooks the rope onto the chain.

Milton gesticulates  in the wings, Cutter signals to a

stagehand who starts HOISTING Julia into the air.

Milton wheels the tank under Julia’s bare feet.  Cutter feels

for the handle of an AXE placed by his feet and pulls out a

STOPWATCH.

JULIA looks down at Angier.  They smile at each other.  Julia

DROPS into the tank with a massive splash- Milton SLAMS the

lid shut, PADLOCKS it and raises a curtain around the tank…

Cutter checks his stopwatch, grips the handle of the axe…

A grand GESTURE from Milton- the curtain around the tank

DROPS- Julia is GONE.  Milton raises the curtain again, then

with another flourish, DROPS it to reveal JULIA, beside the

tank, one arm in the air, dripping wet, smiling.

The audience erupts in APPLAUSE.  Angier smiles produly.

INT. DRESSING ROOM — NIGHT

Angier, Borden and Julia sit around the cluttered room.

Borden is in the middle of a passionate rantBORDEN

Milton’s squadering their goodwill

or a bunch of tired second-hand tricksANGIER

(amused)

Old favourites, please.

BORDEN

What about something fresh?  He won’t

even try a bullet catchCUTTER (O.S.)

Bullet catch is suicide.

They turn.  Cutter stands in the doorway, counting out money.15.

CUTTER (O.S.) (CONT’D)

All it takes is a smart-arse volunteer

dropping a button down the barrel…

BORDEN

(indicates himself

and Angier)

Use plantsANGIER

He can’t use plants for every trick.

JULIA

There’d be no seats left for the

punters.

BORDEN

Fine- no bullet catch.  But a real

magician tries to invent something

new, something other magicians scratch

their heads overCUTTER

They sells it to them for a small

fortune.

Cutter hands Angier some money.

CUTTER (CONT’D)

I suposse you have such a trick,

Mr.Borden?

ANGIER

Actually, I do.

CUTTER

Care to sell it?

BORDEN

No one else could do my trick.

ANGIER

I could.

BORDEN

You don’t even know what it is.

ANGIER

Show it to me twice, I’ll do it.

Cutter looks at Borden, thoughtful.

CUTTER

I admire your spirit, Mr.Angier.

But if Borden here really has invented

his masterpiece it might well be

something only he can do.16.

ANGIER

Why?

CUTTER

It might be something only he is

prepared to do.

(gestures to the props)

my illusions employer, Mr.Milton,

is a skilled showman.  But Borden’s

right- he won’t get his hands dirty.

You want to see what it takes to

make real magic- go to the Tenley.

There’s a Chinaman there who’s got

what it takes.

ANGIER

Chung Ling Soo.

BORDEN

Tickets are pricey.

CUTTER

I know a lad on the door.  You two

watch his show- whoever tells me how

he does his goldfish bowl trick gets

the prize.

ANGIER

Which is?

Cutter gives a sly smile.

CUTTER

Ten minutes onstage in front of my

old friend, Mr.Ackerman.

Angier and Borden prick up at the name.

JULIA

Who’s Ackerman?

BORDEN

The most powerful theatrical agent

in London.

Cutter holds out money to Borden, who reaches for it- Cutter

grabs his wrist.  Serious.

CUTTER

I saw you drop the knot again, Borden.

JULIA

I think I had my wrist turned-17.

CUTTER

(ignoring Julia)

Some nights you just can’t get it,

can you?  If that knot slips when

Julia’s on the hoist she’ll break a

leg.

BORDEN

(defensive)

It’s the wrong knot.  A Langford

double would hold tighter.

CUTTER

The Langford double’s not a wet knot

it’s too dangerous.  The ropes could

swell and she’d never slip itJULIA

I can slip a Lanford underwater.

BORDEN

We’ve been practiced itANGIER

(cutting in)

He said no.

Julia glances at Angier.

CUTTER

(to Borden)

No more mistakes.

Borden stares at Cutter.  Leaves.  Angier watches him go.

ANGIER

Where’s he from?

CUTTER

Where are you from?

Angier nods.  Fair enough.

CUTTER (CONT’D)

He shuffles props for Virgil at the

Hall.

ANGIER

He works for another magician?  Aren’t

you worried he’ll steal your tricks?

CUTTER

(shakes head)

He doesn’t deal in methods.

ANGIER

How do you know?18.

CUTTER

(sly smile)

Because I hired him to try and find

out Virgil’s orange trick.

ANGIER

I don’t know if I trust him.

CUTTER

He’s a natural magician.  Of course

you can’t trust him.

JULIA

I think he’s alright.

Angier turns to Julia.  Smiles.

ANGIER

You think everyone’s alright.

JULIA

Even you.

Julia kisses Angier.  Cutter rises.

CUTTER

And Mr.Angier…?

(Angier looks up)

Learn your aight lines- if I can see

you sneaking a peck on your wife’s

ankle from the wings, the blokes on

each end of rows 3 and 4 can, too.

INT. THEATRE, CONVENT GARDEN — EVENING

Borden watches from the wings.  Onstage, a magician, Virgil,

locks a CANARY into a cage then covers the cage with a SHAWL.

Borden notices a beautiful YOUNG WOMAN in the front row with

a little BOY who is watching Virgil’s act, spellbound.

Virgil SLAMS the SHAWL down onto the table, as if nothing

were beneath it, then WHIPS it away- BIRD and CAGE are gone.

The little BOY begins to WAIL and CRY.

Borden watches as the young woman tries to make him stop.

Virgil takes the flower from his lapel, covers it with the

shawl, and SNAPS it away- the flower has become the CANARY.

The audience bursts into enthusiastic APPLAUSE, but the little

boy is still CRYING INCONSOLABLY.  Virgil takes bows and

walks off, handing Borden the canary as he passes backstage.

As the audience leaves, Borden climbs off the stage and hols

the bird in front of the boy.

BORDEN

Look- he’s all right.  He’s fine.19.

BOY

(sniffs)

But where’s his brother?

Borden is at a loss.  He turns to the young woman.

BORDEN

Sharp lad, your son.

YOUNG WOMAN

(laughs)

My brother.

Borden smiles back.

INT. WORKSHOP — LATER

Borden gently strokes the bird’s feathered head.

BORDEN

You’re the lucky one tonight.

Borden walks to a wall of DOZENS of bird cages — each one

with an identical canary.  He puts the bird into its cage

and returns to the cart props.  He taps on the top of the

TABLE- a panel POPS open, revealing the FLATTENDED BIRD CAGE.

Borden insefts a ROD into the bird cage and PRIES it apart.

A TRICKLE of BLOOD emerges, dripping into a bucket below.

Borden SLAPS the cage.

And the FLATTENED CARCASS of the ORIGINAL BIRD slides out

and SPLASHES into the bucket.

EXT. STAGE DOOR — EVENING

Borden exits.  The young woman, SARAH, is there with her

brother.

BORDEN

(to the brother)

Are you watching closely?

Borden reaches to the Boy’s ear.  Casually produces a coin.

The Boy marvels as he takes the coin then looks at Borden.

BORDEN (CONT’D)

Look closer.

BOY

It’s got two heads.

Sarah smiles.  Borden crouches to address the Boy, grave.

BORDEN

Never.  Show.  Anyone.20.

The Boy looks at him, a little afraid.

BORDEN (CONT’D)

They’ll beg you and flatter you for

the secret- but as soon as you give

it up you’ll be nothing to them.

Understand?  Nothing.  The secret

impresses no one- the trick you use

it for is everything.

Borden looks into the boy’s staring eyes.  Then SMILES and

pets him on the head.  he stands.  Sarah smiles at him.

BORDEN (CONT’D)

Where do you two live?

SARAH

He lives with Mum.

BORDEN

And you?

INT. STAIRWELL — EVENING

Sarah lingers at the top of the stairs to her flat.  Borden

tries to KISS her, but she pushes him back.  He tests the

LOCK of the open door.

BORDEN

Enough to keep me out?

SARAH

I think so.  Wil I see you again?

Borden SHRUGS and turns to go back down the stairs.  Sarah

looks after him, about to change her min.  Hesitates.

INT. SARAH’S FLAT — CONTINUOUS

She closes the door and LOCKS it, smiling.  After a moment

she pads through living/kitchen area, draws back the curtain

to her bedroom and SHRIEKS:

Borden is there, smiling.  Sarah moves towards him, giggling.

INT. TENLEY THEATRE — NIGHT

Onstage, CHUNG LING SOO, 60′s, wearing a long silk robe,

HOBBLES painfully to the center of the stage.  Clearly

CRIPPLED.  In the audience, Borden and Angier watch intently.

Soo lays a silk SHAWL and a BARE TABLE.  He WHIPS it up,

revealing a BOUQUET OF ROSES.  So repeats the trick again

and again, producing a different object each time.

Finally, with a drum roll, Soo whips the shawl aside to reveal

a MASSIVE GOLDFISH BOWL, complete with GOLDFISH.21.

To THUNDEROUS APPLAUSE, Soo bows and HOBBLES off the stage.

Angier, clapping, shakes his head, utterly baffled.  He turns

to Borden.  Who has a small, knowing, smile.

EXT. RESTAURANT — NIGHT

Borden and Angier watch Soo being helped down from his

carriege by HANDLERS who treat him with great gentleness.

ANGIER

You’re wrong.  It can’t be.

BORDEN

It is.  He carries the bowl between

his knees for the entire performance.

ANGIER

but look at the man!

BORDEN

(points)

This is the trick.  This is why no

one detectes his method.

Soo hobbles into the restaurant, frail, and fragile.

BORDEN (CONT’D)

Total devotion to his art…

(looks at Angier)

Utter self-sacrifice.  It’s the only

way to escape this.

Borden SLAPS the bricks of the wall behind them.

INT. BEDSIT — NIGHT

Julia, in bed, watches Angier, SHEET wrapped around him like

a robe, HOBBLING.  He pulls up the sheeyt- between his knees

is a goldfish bowl.

ANGIER

I can barely lift this thing and

it’s not even filled with water.  Or

fish.  He must be strong as an ox.

JULIA

(incredulous)

He’s been preteding to be an cripple

for years?

ANGIER

Any time he’s in public.  Any time

he goes out.  It’s unthinkable.

Angier puts the bowl down with a flourish.  Climbs into bed.22.

ANGIER (CONT’D)

Borden saw it at once.  I couldn’t

fathom it- living your whole life

pretending to be someone else.

JULIA

You’re pretending to be someone else.

ANGIER

I don’t think changing your name

compares.

JULIA

Not just your name- who you are,

where you’re from…

ANGIER

I promised my family I wouldn’t

embarrass them with my theatrical

endeavors.

Angier cuddles up to Julia.

JULIA

I came up with a name for you…

“The Great Danton”

(Angier frowns)

You don’t like it?  It’s

sophisticated.

ANGIER

It’s French.

INT. BEDSIT — DAY

Sarah unlocks the door, but has to PUSH against MAGICAL PROPS

stacked against it- the bedsit is FILLED with DEVICES.

SARAH

Alfred?!

Sarah surveys the confusion- spots Borden across the flat

deep in conversation with another man.  Borden spots herBORDEN

We have our routine for Ackerman!

The other man turns- it is Fallon.

SARAH

(cold)

We haven’t had the pleasure.

Fallon nods.  Borden comes over, holding a DUELING PISTOL.

BORDEN

Mr.Fallon is my ingeneur-23.

SARAH

Where did yo get all ofBORDEN

Begged, borrowed  and don’t ask.

Mr.Fallon’s an enterprising soul.

SARAH

I need talk to you.

Fallon slips past Sarah with a nod to Borden.  Exits.  Sarah

looks at Borden.  TENSE.

SARAH (CONT’D)

We can’t afford to pay himBORDEN

We’ll start making money once we

have our audienceSARAH

And until then?  What I earn is barely

enough for us.

BORDEN

(shrugs)

I’ll give him half of my food.

Sarah looks meaningfully at Borden.

SARAH

You’re already going to be sharing

it with someone else.

Borden looks at her, confused.  Then realizes.

BORDEN

You’re…?

SARAH

Having a baby.

Borden freezes. Then SMILES, taking her in his arms.  She

FLINCHES against the gun he is holding.

SARAH (CONT’D)

What’s this?

BORDEN

The trick to wake up Ackerman at the

end of my audition.

SARAH

Your great trick?  The “masterpiece

that will make our fortunes”?24.

BORDEN

No. The world isn’t ready for that

one, yet.

Borden moves to the bureau and starts LOADING the gun.

Pouring in SHOT, then WADDING…

BORDEN (CONT’D)

This is merely a run-of-the-mill

daring and spectacular bullet catchBorden drops the BULLET into the barrel…

SARAH

I’m not letting you get shot.

Borden RAMS the bullet and charge down then removes the RAMROD

and hands the pistol to Sarah.

BORDEN

It’s perfectly safe.  Shoot me.

Sarah looks at Borden then down at the pistol.  She aims at

Borden.  Then sims off, at a mirror beside him.

BANG.  Borden’s hand SNAPS out to “catch” the bullet.  The

mirror is intact.

Borden looks at Sarah, grave, as he reveals the bullet in

his hand.

SARAH

Show me.

(Borden shakes head)

Then you’re not doing it.  I can’t

raise a child on my own, Alfred.

Borden looks at her.  Takes the bullet from her and places

it on the bureau.

BORDEN

The bullet goes in the gun.  Then

comes the ramrod.

He takes the RAMROD and PUSHES it down onto the bullet, which

disappears.

BORDEN (CONT’D)

And voilsHe points the ramrod at Sarah- she pulls the bullet out of

the HOLLOW TIP.

BORDEN (CONT’D)

The buller’s not even in the gun

when the charge is fired.

Sarah looks at ramrod with disdain.25.

SARAH

Once you know it’s so obvious.

Borden BRISTLES slightly.  Takes the bullet back.

BORDEN

Yes, well, people still get killed

perfoming it.

SARAH

How?

BORDEN

Sme smart-arse drops something down

the barrel.

SARAH

Such as?

BORDEN

A penny, or a button.  Or, of course,

a bullet.

(off worried look)

But don’t fretBorden embraces her, putting his hand on her belly.

BORDEN (CONT’D)

I’m not letting anything happen- I

love you too much.

Sarah grabs his face, looking at his eyes, smiling.

SARAH

Say it again.

BORDEN

I love you.

SARAH

(matter-of-fact)

Nope.  Not today.

BORDEN

What?

SARAH

(smiles)

Some days, it’s not true.  Todayt

you don’t mean it.  Maybe today you’re

more in love with magic than me.

(off look)

It’s alright.  I like being able to

tell the difference- it makes the

days it is true mean something.

Borden shakes his head, grinning.26.

INT. HOTEL ROOM, COLORADO — NIGHT

Angier closes Borden’s notebook.  He looks across at a

photograph of julia on the table.  Reaches for his own diary.

ANGIER (V.O.)

Borden writes as if no one but he

understood the true nature of magic…

INT. CELL, NEWGATE PRISON — DAY

Borden sits on his cot reading Angier’s journal.

ANGIER (V.O.)

…but what does he know of selfsacrifice more than the rest of us?

Borden looks up from Angier’s journal.

BORDEN

Bloody fool.

Borden TOSSES the book across the cell.

INT. EVIDENCE ROOM, WARHOUSE — DAY

A POLICEMAN opens the door for the Judge and Cutter.

POLICEMAN

(pointing)

It’s all laid out down the end, you

honour.

The Judge NODS.  The Policeman exits, LOCKING them inside.

The Judge follows Cutter, approaching a collection of magical

apparatus, including a MASSIVE CRATE.  Cutter looks up at it

with AWE, touching the side where it says  “COLORADO SPRINGS”.

JUDGE

What’s in there?

Cutter OPENS it, revealing metal and glass MACHINERY within.

CUTTER

Angier’s machine.

JUDGE

You built this, Mr.Cutter?

CUTTER

(shakes head)

Oh  no. This wasn’t built by a

magician… it was built by a wizard.

(off look)

A man who can actually do the things

a magician pretends to…27.

Cutter closes the crats.  The JUDGE turns to other props.

CUTTER (CONT’D)

your honour, what will happen to

these things when the trial is over?

The Judge is staring at a large glass tank.

JUDGE

They’ve benn sold to a Lord Caldlo.

An avid collector, apparently very

interested in the case.

CUTTER

Don’t let him take this.

The Judge looks over.  Cutter is touching the crate.

JUDGE

Why ever not?

CUTTER

It’s dangerous.

JUDGE

I’m sure beneath its bells and

whistles it’s get some simple and

disappointing trick.

CUTTER

The most disappointing of all- it

has no trick.  It’s real.

The Judge looks at Cutter.  Smiles indulgently.  Turns.

JUDGE

This is the tank Angier drowned in?

Cutter turns to look at the empty, smashed glass of the tank.

Nods.  Cutter indicates the top of the tank, where there is

a PADLOCK.  Cutter pushes down on a panel of the lidCUTTER

This lets the performer’s hands reach

the trick padlock…

   -a small section POPS open.

JUDGE

A standard magical apparatus for

escapes?

CUTTER

With one important difference…

Cutter grabs the PADLOCK.  Rattles it.28.

CUTTER (CONT’D)

This isn’t a trick lock… it’s been

switched out for a real one.

The Judge stares at the tank, appaled.

JUDGE

What a way to kill someone.  Why in

God’s name go to such lengths?

CUTTER

These are magicians, you honour.

Showmen.  Men who live by dressing

up plain and sometimes brutal truths

to amaze. To shock.

JUDGE

Even without and audience?

Cutter stares at the tankINSERT CUT: ANGIER SCREAMING BUBBLES.

CUTTER

There was and audience.

(looks at Judge)

See, the water tank had a particular

signinficance for the two men…

INT. THEATRE — EVENING

Onstage, A SIMILAR TANK FILLED WITH WATER.

CUTTER (V.O.)

A particular awful significance…

Julia stands next to the tank.  Milton adresses the audience.

MILTON

Which of you brave souls is willing

bind this lovely young woman?

Milton gestures to Julia- the crowd goes wild.  Julia makes

a show of deciding.  She picks up Angier and Borden, who are

made up to look different from the last performance.  As

they leap up onto stage, Borden makes eye contact with Cutter

in the wings- Cutter’s is a WARNING GLANCE.

As Angier ties Julia’s ankles he can’t resist tickling just

under her toes- she KICKS him in the chin.

Borden starts to wrap the rope around Julia’s wrists in a

particular fashion.  Stops.  Reconsiders.  Julia NODS at

him, encouring.  Borden starts RETRYING the knot.

Cutter watches.  His hand checking for the axe handle.29.

Borden tests the rope- it is tight.  Julia gives him the

sign with her eyes- he steps back.  Angier rises to his feet,

grinning at Julia.  As she raises her arms to the hook, she

can’t quite hide her smile back at him.

Milton gives the sign and Julia is HOISTED into the air.

Cutter slips his STOPWATCH out of his pocket as Milton moes

the tank under Julia’s bare feet.

Angier looks up at Julia.  Proud.  She stares out over the

audience, preparing herself.  Looks down at Angier, smiling…

Julia PLUNGES into the tank- Milton SLAMS the lid shut- Cutter

checks his stopwatch, hand caressing the axe handle…

Milton raises the curtain around the tank, then circles it,

working his “magic”.  Angier shifts a little.  Time passing…

Milton looks at Cutter- TOO MUCH TIME…

Cutter GRASPS his axe and SPRINT at the tank- Milton RIPS

the curtain down- Julia, one arm free, is CONVULSING…

Angier and Borden look on in HORROR as Cutter SWINGS his axe

into the glass- which CRACKS… cutter SWINGS again and againthe web of crackes GROWING, Julia’s convulsions SLOWING, her

eyes PLEADING with Angier’s, untilCRASH- the glass gives way, FLOODING the stage- Cutter and

Angier GRASP at Julia- FULL her onto the stage- Cutter ELBOWS

Angier out of the way to POUND on Julia’s chest- Borden

wacthes, stunned, as Julia FLOPS, LIFELESS, onto the boards.

Cutter looks up at Angier, stricken.

Angier takes Julia in his arms, looking down at her staring

eyes.  He desperately BRUSHES water from Julias cheeks and

forehead.  Borden looks on, shen.

BORDEN (V.O.)

How often I’ve fought with my self

over that night .. one half of me

swearing bling that i tied a simple

slip knot… the other half convinced

that I tied the Langford double.  I

suppose I’ll never know for sureINT. HOTEL ROOM, COLORADO — DAY

Angier looks up from Borden’s journal, despairing.

ANGIER

How can be not know?!

Angier FLINGS Borden’s journal across the room.

ANGIER (V.O.) (CONT’D)

He must know what he did.  He must.30.

INT. PRISON CELL — DAY

Borden smiles as he reads Angier’s dairy.

BORDEN

“How can be not know?!”

(starts lauhing)

Because, Angier, life is complicated,

people are complicated, knots are

complicatedPRISONER (O.S.)

Shit it, Professor, or I’ll shut it

for you.

Borden quiets.  Looking at the journal.

BORDEN (V.O.)

How could I not know?  How can you

read my story and not understand?

INT. COURTROOM — DAY

Cutter sits in the CROWDED GALLERY.  Borden, in the dock,

SCANS the crowd.  Finally SPOTS Fallon pushing to the fronthe is alone.  Borden stares at him.  Fallon shakes his dead.

Borden is prompted to stand by two GUARDS as the Judge enters.

The JUDGE has a piece of black cloth draped over his wig.

JUDGE

Alfred Borden, you have been found

guilty of the murder of Robert Angier.

You will, in one month’s time, be

hanged by the neck until dead.  May

the Lord have mercy on your soul.

Borden barely reacts.

EXT. PRISON YARD, NEWGATE PRISON — DAY

Borden stands at the fence with Fallon

BORDEN

They took her away?

(Fallon nods)

To the workhouse?

Another slow nod.  Borden closes his eyes with despair. Then

opens them and hands Fallon OWENS’ CARD.

BORDEN (CONT’D)

Tell him I’ve reconsidered.

(off look)

It’s for the best.31.

INT. DINING ROOM, CLIFF HOUSE INN, COLORADO SPRING — DUSK

Angier stares down at the NOTEBOOK, making notes on a napkin.

Through large windows a THUNDERSTORM batters Pike’s Peak.

Angier is the only guest in the hotel’s massive dining room.

VOICE (O.S.)

Mind if I join you?

Angier looks around.  Alley is standing by the table.

ALLEY

Tesla sends me down here during the

storms.  Perfect excuse to come shere

a drink with the Great Danton.

Alley sits, gesturing to a waiter.

ALLEY (CONT’D)

Have you tried our Bourbon yet, Mr.

Angier?  It matches the scenery

nicely.

(to waiter)

Two of ‘em.

(to Angier)

Beautiful, isn’t it?  I do miss New

York, though.

ANGIER

Why are you here?

ALLEY

The lightning lives here.  And noit

much else- our work is secret.

Alley glances down at the notebook and Agier’s scribbles.

ALLEY (CONT’D)

A cypher?

Angier nods as Alley lifts the cardboard notebook.

ANGIER

My profession also deals in secrets.

Alley looks at the gibberish on the pages of the notebook.

ANGIER (CONT’D)

It’s a rotating transposition that

shifts every day of the dairy.  Simple

but time-consuming to translate once

you have the five-letter keyword.

ALLEY

Which is?

Angier smiles as he reaches for the notebook.32.

ANGIER

We magicians have a circle of trust.

ALLEY

You have a circle of trust with

someone whose dairy you stole?

ANGIER

Maybe I bought it.

ALLEY

Magicians sell their secrets?

ANGIER

It’s how we pay for our retirements

and how greats tricks outlive us.

Alley considers this.  Taps the cover of the notebook.

ALLEY

You’re hoping to find a great secretin

there?

ANGIER

I’ve already found it.  That’s why

I’m here.

Angier reaches in his pocket and removes his own, leatherbound journal.  He tears a PAGE from it and hands it to Alley.

Who unfolds it ans stares at it.

ANGIER (CONT’D)

Tesla built one for another magician.

ALLEY

Why would you want the same thing?

ANGIER

Call it a professional rivalry.

ALLEY

Tesla has built unusual machines for

unusual people, but he would never

talk about it.

ANGIER

I understand discretion.  I just

want the machine.

Alley looks at Angier.  Thinking.

ALLEY

Finish your drink.  You’ll have a

special appreciation for our work.

ANGIER

I thought it was a secret.33.

ALLEY

(smiles)

You’re a magician.  Who’s going to

believe you?

EXT. FIELDS, COLORADO SPRINGS — NIGHT

The storm has abated.  Angier’s cane into the muddy ground

as he follows Alley through the moonlit field.

There are large glass GLOBES pushing out of the soil as if

planted all around them.  They stop in the middle of the

field, looking down at the electric LIGHTS of the town.

ALLEY

We do our tests when the townspeople

are asleep- Mr.Tesla doesn’t want to

scare anyone.

Alley checks his wacth by the moonlight.

ALLEY (CONT’D)

Not long now.

As they watch, the lights of Colorado Springs DISAPPEAR.

ALLEY (CONT’D)

Our equipment requires a great deal

of current.  Tesla eletrified the

whole town in exchange for using the

generators when we need to.

The field around them EXPLODES with DAZZLING LIGHT.  Angier

laughs out in surprise- the field is full of a thousand large

LIGHTBULBS, all glowing together.  Alley bends down and picks

up the nearest lightbulb — as he does, the light in it

extinguises.  He tosses the bulb to Angier. Except for the

size, it’s a normal lightbulb.

ANGIER

Where are the wires?

ALLEY

Exactly.

Angier bends and gently PUSHES the lightbulb into a random

spot in the wet soil.  The lightbulb FLICKERS on again.

ANGIER

Where’s the generator?

ALLEY

You saw it last week.

ANGIER

But that must be ten miles from here.34.

ALLEY

Fifteen.  And I have to ride all of

them before I get to bed.

(turns to leave)

I’ll send word for you in a few days,

Mr.Angier.

Angier bends to pick up his lightbulb.  As he does, the light

FADES in all of them, and the lights in town come back on.

Angier is alone.

INT. BATHROOM, LONDON — DAY

Angier has his head SUBMERGED in a sink full of water.  He

BURSTS FREE, GASPING- COLLA`PSES to the floor, SOBBING.

INT. BATHROOM — LATER

Angier lays out MAKE-UP SUPPLIES.  He takes out a BULLE.

Places it on the sink next to a FALSE MOUNSTAGE.

EXT. PRINCE’S ARMS BAR AND THEATRE

Rough.  Unwelcoming. Crowded.  A small “stage” at one end:

Borden works his way through the Chinese rings.  The crowd

is JEERING.

VOICE

Get out your gun, Professor!

Someone BURLS a bottle at the stage- it narrowly misses.

Borden GLARES out into the audience.  Pulls out his GUN.

BORDEN

A volunteer.

The crowd SURGES forward with EAGER VOLUNTEERS.  Fallon scans

the crowd, passing over too-eager and too-drunk before

settling on a MOUNSTACHED MAN and bringing him up onstage.

Borden LOADS the pistol, hands it to Moustache and steps

backwards, pulling his coat apart, CHALLENGING.

BORDEN (CONT’D)

Are you man enought, sir?

MOUSTACHE

(quiet)

Yes.

Something in Moustache’s tone makes Borden looks closelybehind the moustache… Angier.  QUIVERING WITH TENSION.35.

Borden looks at the trembling gun.  Then at Angier.  Spreads

his hands, inviting.

BORDEN

(smiles)

I think not.

Angier purses his lips, straining to pull the trigger.

INSERT CUT: JULIA’S FACE, SCREAMING BUBBLES…

Angier’s eyes are almost closed as he SQUEEZES the TRIGGERFallon HITS Angier JUMPS to Borden’s side, GRABBING his

BLEEDING HAND.  The DROWS is SCREAMING, PUSHING for the door,

os STRAINING for a closer look at Borden.

Aniger, SHOCKED, melts into the crowd.

INT. PUB — DAY

Angier sits at the bar.  Staring.  He raises his pint glass.

Downs it, then STOPS, looking at the bottom- there is a

PLAYING CARD.  He loos around. Cutter is sitting at a table

with two fresh pints in front of him.  Angier heads over.

ANGIER

Never thought I’d find an answer at

the bottom of a pint glass.

CUTTER

Hasn’t stopped you looking.

(Angier sits)

I heard about a booking.  Nice little

theatre.  Good up-and-coming magician.

ANGIER

Who?

CUTTER

You.

ANGIER

You got me a booking? Why?

Cutter looks down into his beer.

CUTTER

Because I want to keep working…

(looks up at Angier)

And who’s going to hire the ingeneur

who killed Julia McCullough in front

of a sellout crowd at the Orpheum?

Angier looks back at Cutter.36.

ANGIER

Someone who know that it wasn’t your

fault.  Someone who knows Alfred

Borden and his repertoire of exotic

knots.

CUTTER

Heard he had a spot of bad luck doing

a bullet catch South of the river.

Angier looks down at the liquid in his glass.

ANGIER

To die like that.  Locked in water…

lungs screaming…

(shakes head)

What did she go through, Cutter?

Cutter watches Angier’s distress.

CUTTER

I knew an old sailor.  Told me about

a time he got pulled over the side

tangled in the sheets… they dragged

him out, but it was five minutes

before he coughed…

Angier stares at Cutter.  Hanging.

CUTTER (CONT’D)

He said it was like… going home.

Angier considers this.  Collects himself.

ANGIER

Which knot did Borden tie that night?

CUTTER

He wouldn’t say.

ANGIER

Wouldn’t say?!

CUTTER

It was as if… as if he didn’t know.

INT. WORKSHOP — DAY

Angier and Cutter isspect a large empty room.

CUTTER

We’ll have to whitewash the windows

to cofound the more curious members

of your audience…

(looks around)

But this should do.37.

ANGIER

We should see about an assistant.

CUTTER

I’ve made arrangements.  Have you

settled on a name?

ANGIER

Yes, I have.  The Great Danton.

CUTTER

Hmm.  Bit old-fashioned?

Angier smiles gently at Cutter.

ANGIER

No. It’s sophisticated.

INT. ANGIER’S WORKSHOP — DAY

Angier is sitting at a worktable, pensive.  He is moving one

hand across the other, making a ROSE appear and disappear.

The windows have been WHITEWASHED and the room has filled

with an array of magical apparati: cabinets, costumes, props.

On the other side of the room Cutter watches as OLIVIA

WENSCOMBE, 20s, equal parts grace and mischief, squeezes

herself into a tall cabinet, looking past Cutter to Angier.

OLIVIA

What’s so hard about this?

Cutter leans into the cabinet and pops up a TRICK PANEl in

the floor, revealing a tiny chamber.

CUTTER

In here, Miss Wenscombe.  No point

meeting Mr.Angier unless you fit.

Olivia shrugs and hands Cutter her hat, then her thick skirts,

and folds herself into the bottom of the box.

CUTTER (CONT’D)

Breathe as little as possible.

Cutter closes the lid over her and walks over to Angier.

CUTTER (CONT’D)

Not much experience , but she knows

the basics.  She knows how to present

herself and a pretty assistant’s the

most effective from of misdirection.

Angier nods.  There is a small SNEEZE from inside the cabinet.

CUTTER (CONT’D)

(smiles)

I suppose I should let her out.38.

INT. SARAH’S FLAT — DAY

Sarah is frantcally REDRESSIN Borden’s injured hand.  BLOOD

has SEEPED trough the bandages.

SARAH

I don’t understand, Alfred.  How can

it be bleeding again?

She examines the wounds: 2 1/2 FINGERS ARE MISSING.  The

injuries are black, but wet and fresh.

SARAH (CONT’D)

What have you been doing to it?  It

looks as had as the day it happened.

We need to get the doctot backBORDEN

(snaps)

We can’ afford the doctor back!

A BABY STARTS CRYING in the bedroom.  Sarah glares at Borden.

SARAH

You’ve woken her.

BORDEN

I’m sorry.  I just need this to heal

so I can het back to work.

Sarah looks at Borden.  Reluctantly.

SARAH

Alfred, you have to face things.

What tricks could you peform with

this kind of injury?

BORDEN

Some of the card pulls, prop tricks…

(leans forward, excited)

And the trick I’ve been telling you

about.  The trick they’ll remember

me for.

INT. ANGIER’S WORKSHOP — DAY

Angier and Cutter at the workbench, examine a BIRD CAGE.

Cutter is wearing a strange LEATHER HARNESS over his shirt

it has LARGE SPRINGS and small PULLEYS on the back.

ANGIER

The bird cage can’t be our climaxeverybody knows it.

CUTTER

Not like this, they don’t.39.

ANGIER

And I don’t want to kill doves.

CUTTER

(snaps)

Then stay off the stage.

(glares at Angier)

You’re a magician, not a wizard- you

have to get your hands dirty to

achieve the impossible.

ANGIER

You sound like him.

CUTTER

(holds up cage)

Put your hands on the sides…

INT. PANTAGE’S THEATRE — DAY

A heavy, disinterested man slouches in the third row of the

empty theatre with a newspaper- MERRIT, the stage manager.

Onstage, Angier energetically YANKS coloured handkerchiefs

from a hat and TOSSING them into the air.  Olivia, in the

glamorous, revealing costume of Magician’s Assistant, darts

back and forth PLUCKING the handkerchiefs from the air.

Angier finishes with a flourish.  Merrit shrugs.  Angier

places an ORNATE CAGE onto the table.

ANGIER

I need a volunteer.

Merrit rolls his eyes.  Climbs to his feet.  Angier produces

a DOVE.  Places it in the cage.

INT. ANGIER’S WORKSHOP — DAY

Now Angier is wearing the harness.  He places a dove in the

cage and picks it up.

Close on: HOOKS concealed on Angier’s palm slip into CATCHES

on the bars of the cage.

CUTTER

Hang on, hang on…

Cutter reaches in and slips a NOOSE around the bird’s ankle…

CUTTER (CONT’D)

There we go.  Now you tell the

volunteer to put his hands here…

Cutter pleases his hands on the TOP and BOTTOM of the cage…40.

INT. PANTAGE’S THEATRE — NIGHT

Merrit places his hands on the TOP and BOTTOM of the bird

cage.  Angier’s hands are on the sides.  Olivia reaches around

Merrit to place her hands on the remaining two sides.  Merrit

looks up at Angier  over his glasses.

MERRIT

You’d beat not be intending to hut

this animal, Mr.Angier.

ANGIER

Of course not.

Angier raises and lowers their hands in a rythm…

ANGIER (CONT’D)

And one, two… THREE!

The bird cage, and the dove, VANISH.

INT. ANGIER’S WORKSHOP — DAY

Angier and Cutter have their hands on the bird cage.

ANGIER

…THREE!

The bird cage BREAKS APART, WHIPPING UP ANGIER’S FOREARMS.

WHERE SLEEVES WOULD BE, YANKED BY THE HARNESS.  Angier smiles.

ANGIER (CONT’D)

Bloody marvelous, Cutter.

CUTTER

And the best part…

Cutter reaches to Angier’s armpit… pulls up the DOVE,

HANGING BY ITS ANKLE, ALIVE.

ANGIER

Thought you said I had to get my

hands dirty.

CUTTER

Someday, perhaps you will.  I needed

to know that you can.

INT. PANTAGE’S THEATRE — DAY

Merrit nods, impressed, stepping backwards.  Angier REACHES

into Merrit’s pocket.  Removes a dove.

MERRIT

Very nice.  Very nice indeed.

Olivia packs up the props.  Cutter approaches from the wings.41.

ANGIER

(smiling)

I haven’t had a chance to compliment

you on your beautiful theatre yet,

Mr.Merrit.

MERRIT

A lot more beautiful when it’s full,

Mr.Angier.

ANGIER

Don’t worry.

MERRIT

You all say that. Why sould I worry?

If your tricks don’t get ‘em in,

someone else’s will.  Maybe someone

willing to do a bullet catch or a

water scape.

CUTTER

cheap thrills, Mr.Merrit. People

hoping for an accident- and quite

likely to see one, too.  What would

that do for your business?

MERRIT

(shrugs)

You’ve got a week.

EXT. PANTAGE’S THEATRE — EVENING

A line a PATRONS runs from the box office to the street.

The marquee above the theatre reads: “THE GREAT DANTON PERFOMS

FEATS OF MISTERY AND IMAGINATION”

INT. THEATRE — EVENING

Angier is perfoming to a good crowd.  He steps forward.

ANGIER

You sir, in the hat.  Could you show

us your handkerchief?

A MAN in the audience STANDS and pulls a HANDKERCHIEF from

his pocket.  He stares at it, CONFUSED.  The audience LAUGHS.

MAN

This isn’t mine.

ANGIER

Perhaps you’d be so good as to return

it to the other man.  He has yours.

Another man stands and pulls out a handkerchief.  APPLAUSE.

Angier dows and walks quickly off the stage, past the squad

of DANCING GIRLS who run on to entertain in the break.42.

INT. BACKSTAGE — EVENING

Cutter and Olivia are waiting for Angier as he comes off.

OLIVIA

I’m so nervous- I’m sorry, I’m making

mistakes.

Cutter quickly REMOVES Angier’s coat…

ANGIER

The audience doesn’t seem to be

responding much, Cutter.

Cutter puts he LEATHER HARNESS over Angier’s arms…

CUTTER

This is a grand theatre with a

sophisticated audience-  They’ve

seen most of these tricks before.

But not this next one.  You’ll see.

Cutter checks the SPRINGS of the harness and replaces Angier’s

coat.  He spots a STAGEHAND poking his head around the flies.

CUTTER (CONT’D)

You!  Piss off out it!

The dancers are wrapping up.

ANGIER

Wish us luc, Cutter.

CUTTER

(smiling)

I’ll have the champagne ready.

Angier, followed by Olivia, steps out onto the stage.

INT. STAGE — CONTINUOUS

Angier steps to the table center stage.  Pulls out the bird

cage.  There are one or two groans from the audience.  Angier

SMILES as he produces a DOVE with a FLOURISH.

ANGIER

You’ve seen this one before?

HECKLER (O.S.)

Seen ‘em all before, mate!

Laughter.

ANGIER

Well, I’ll make it a little harder,

shall I?

In the wings, Cutter smiles and nods at Angier’s showmanship.43.

ANGIER (CONT’D)

Two volunteers, please.  A lady and

a gentleman to hold this cage with

me…

Hands go up.  Olivia pulls an ELEGANT LADY from the audience.

ANGIER (CONT’D)

I’ll perform this feat in a manner

never before seen by yourselves or

by any other audience anywhere in

the worth…

Olivi brings Elegant Lady onto the stage along with a REDBEARDED MAN.  The audience is getting interested.  Angier is

on role…

ANGIER (CONT’D)

Any magician can make this cage

disappear… that’s why I’ll ask

this good lady and fine gentleman to

place their hands firmly on the

cage…

Olivia guides Elegant Lady’s hands onto the sides of the

cage.  Red-beard places a hand underneath the cage.

ANGIER (CONT’D)

…to ensure that no trickery

whatsover is employed.

Angier RAISES the bird cage.  The audience is RAPT.

Red beard’s other hand appears on the top of the cage- it is

MUTILATED, missing fingers.

Angier FREEZES- looks up at Red Beard… IT IS BORDEN

Borden SMILES as he WORMS his little finger into the cage

mechanism…

SNAP!  HALP THE CAGE WHIPS UP ANGIER’S SLEEVE- THE OTHER

HALF COLLAPSES ON THE DOVE AND THE ELEGANT LADY’S FINGERSSHE SCREAMS- BIRD BLOOD SPLATTERS ONTO THE THREE OF THENTHE AUDIENCE GOES CRAZYBorden smiles at Angier through his blood-spattered fake

beard and retreats into the chaos surrounding the Elefant

Lady who is still SCREAMING as Angier tries to free her

fingers from the mechanism.

INT. BACKSTAGE — LATER

Angier and Cutter watch the STAGEHANDS clear the stage.

ANGIER

I should’ve spotted him.44.

CUTTER

You had a lot of plates spinning.

Angier looks down at the harness in his hands.

ANGIER

Don’t suppose they’ll let us do this

one again.

CUTTER

No.

ANGIER

So what’s the climax of our show?

MERRIT (O.S.)

Show?  You don’t have a show.

ANGIER

Mr.Merrit, we have a week’s engagmentMERRIT

To perform magic- not butcher birds

and break my costomer’s fingers!

Clear out, anything here in the

morning gets burned.

Cutter puts his hand on Merrit’s arms.

CUTTER

Mr.MerritMERRIT

It’s done, John.  I’ve hired a

comedian.  You know I hate comedians,

which should indicate the may I felel

about your friend’s future as a stage

magician.

Cutter nods.  Merrit leaves.  Cutter turns to Angier.

CUTTER

There are plenty of good theatres…

if we can come up with another trick

and change the name of the actANGIER

The name stays.

Cutter sees Angier’s resolve.

CUTTER

Right.  Well, the new trick will

have to be irresistible, then.  I’ve

a couple of methods to try out, but

we’ll need a fresh angle on the

presentation.45.

Angier nods.

CUTTER (CONT’D)

If you need inspiration, there’s a

technical exposition at the Albert

Hall this week.  Scientists and

engineers.  That sort of thing

captures the popular imagination.

EXT. ROYAL ALBERT HALL — AFTERNOON

The large concert hall is surrounded by crowds and covered

in banners advertising a Technical Exposition.  Angier makes

his way past a giant STEAM ENGINE and into the building.

INT. ALBERT HALL — AFTERNOON

THe lobby if filled with displays and models.  Angiers pokes

around, looking thouroughly disinterested until he comes to

an information booth plastered with illustrations of

electrical bolts.

TICKET HAWKER

Would you like to know the future,

sir? The man who kill change the

world is speaking right now.

Continents divided no more.  Free,

clean power. The mysteries of the

world solved.

The posters show a tall, handsome man bathed in lightning

and standing astride the world like colossus.  In bold print

it says:

THE WONDERS OF “ALTERNATING CURRENT”…NIKOLA TESLA

INT. AUDITORIUM, ALBERT HALL — CONTINUOUS

The hall is completely darkened, but bright blue FLASHES

illuminate ANGIER as he pushes his way to a seat.

On the stage, a tall rod capped with a steel ball is

transmitting a steady, sparking stream of electricity onto a

matched ball across the stage.

A FIGURE walks around from behind the machine and the audience

GASPS as a shower of sparks bounce off of his immaculate

evening wear.  This is TESLA- but Angier is too far from the

stage to get a good look at him.

TESLA

With a system like this I could have

the entire city electrified whitin

two years.

The audience breaks into LAUGHTER.  The spell is broken.

Tesla must be a lunatic.46.

TESLA (CONT’D)

Mr. Edison’s direct current system

is flawed and dangerous.  With my

alternating current devicesSomeone from the audience chimes in:

AUDIENCE MEMBER

(yells)

Fraud.

Angier turns to look.  The man who called out is leaving

he’s not alone.  Angier FREEZES, staring down at aisleBorden is sitting there, RAPT, lit by FLASHES from the

machinery on stage.  As tesla continues his demonstration,

Angier STARES at Borden.

EXT. STREET — DAY

Borden walks down the street.  Angier is following him.

Borden meets Sarah, pushing a PRAM.  Borden looks down at

the baby then up at Sarah.

BORDEN

I love you.

Sarah smiles.

SARAH

See?  Today, it’s true.

Angier watches Borden kiss wife then his baby.

ANGIER (V.O.)

I saw hapiness…

INT. HOTEL ROOM, COLORADO — NIGHT

Angier writing in his leather-bound journal.

ANGIER (V.O.)

…hapiness that should have been

mine.  But I was wrong.

Angier glances at Borden’s notebook sitting on the desk.

ANGIER (V.O.) (CONT’D)

Reading his account I realize that

he never had  the life I envied.

Angier flips open the notebook.  Staring at the coded writing.

ANGIER (CONT’D)

The family life he craves one minute

he rails against the next, demanding

freedom.  His mind is a divided one…47.

INT. PRISON CELL — DAY

Borden sits on his cot.  Reading Angier’s journal.

ANGIER (V.O.)

His soul restless.  His wife and

child tormented by his fickle and

contradictory nature…

Borden is crying.  He puts the journal down and jumps to his

feet BANGING on the cell door.

BORDEN

Guard!  Guard!!

The viewing slot slides open.

GUARD

What do want, Professor?

BORDEN

Paper and pencil.  Please.

INT. PRISON LIBRARY, NEWGATE PRISON — DAY

Te library is long and titled, with two long tables.  It

looks as if it used to be a latrine.

Borden sits at a table.  Writing on a stack of notepaper.

His arms have been unbound, but long chains runs from his

ellbows to where Sullen Gaurd sits smoking, craning his nek

to read Borden’s writing.

SULLEN

Let me see?

Sullen SNATCHES up the papers.  Borden makes no move to stop

him.  The top sheet is a sketch of a cabinet.

SULLEN (CONT’D)

I’m going to know all of the

Professor’s secrets.

BORDEN

(smiling)

Only if I teach you how to read.

Sullen mashes the papers into a ball and drops them.

SULLEN

Just stupid tricks, right?  Haven’t

helped you get out of here-

(tugs chains))

Have they?  Or can’t you open real

locks, Professor?48.

BORDEN

Perhaps I’m just biding my time.

Perhaps one day I’ll just hold up my

handBorden produces a RUBBER BALL in front of Sullen’s face.

Sullen stares.

BORDEN (CONT’D)

-get you attention.  Then quietly

say-

(whispers)

“are you wacthing closely”… perhaps

say a magic word or two… then I’ll

be gone.

Borden VANISHES the ball, but FUMBLES it, it drops to Borden’s

feet.  Sullebn LAUGHS as Borden SCRABBLEs around his ankles

to retrieve the ball.

SULLEN

How’d you get so famous, then?

Borden STANDS.

BORDEN

Magic.

Borden TURNS, NO LONGER CHAINED.  Sullen JUMPS to his feet

to follow, but HIS ANKLE IS CHAINED TO THE TABLE.  The other

PRISONERS are LAUGHING and CHEERING.

SULLEN

Oi, Borden, get back here!

Sullen FUMBLES with his keys as Borden takes a BOW.  Another

warder CRACKS Borden over the head with a TRUNCHEON.  Sullen,

now free, KICKS Borden in the ribs.

CUT TO:

CLOSE ON AN ADVERTISSIMENT: “the professor has DEFIED DEATH

to return with a new SPECTACULAR!”   Pull widerINT. ANGIER’S WORKSHOP — NIGHT

A NEWSPAPER on the makeup table.  Angier sits at the mirror.

He hubs BROWN PASTE into his hair and then combs it out.

Then he chooses a beard, seats it on his chin and begins to

adjust it.  He drops the BOTTLE of spirit gum as he looks in

the mirror and sees OLIVIA standing behind him.

ANGIER

(embarrassed)

I thought you’d gone.

Olivia shifts.  Embarrassed.49.

OLIVIA

I don’t really…. have anywhere to

go.

Angier slips the newspaper from the table.

ANGIER

You’ve been sleeping here?

OLIVIA

Cutter said it would be okay till we

get another booking.

(beat)

What are you doing?

ANGIER

Researching.  Part of a magician’s

job is to watch his competition, to

see what illusions they’reOLIVIA

You’re going to do something to that

man, aren’t you?

Olivia moves closer.  Angier is quiet.

OLIVIA (CONT’D)

Cutter’s hopig you’ll let things

life.  He says if Borden thinks things

are even between you then we canANGIER

Even?  My wife for a couple of his

fingers?  He has a child now.  And

he’s perfoming again.

(bitter)

Borden is out there, living his life

just as he always intended.  As if

nothing had happened.  And look at

me.  I’m alone.  And no theatre will

touch me.

OLIVIA

Us.

Olivia moves towards him.

OLIVIA (CONT’D)

You’re going to need a better

disguise.

Olivia reaches for Angier’s beard.

INT. TINY, GRUBBY THEATRE — NIGHT

Angier, almost unrecognizanle as a blonde, slips into the

back of the theatre, which is as rough and unwelcoming as

Borden’s last venue.50.

On the small raised stage, Borden works through his way

through the Chinese rings with GLOVED HANDS to hide his

damaged fingers.  The tough crowd is JEERING AT HIM.

Borden puts the rings down on a table and PICKS UP a bag.

BORDEN

I need a volunteer.

Angier takes a few steps towards the stage.

Borden produces a RUBBER BALL.

he TOSSES the ball to Angier.

BORDEN (CONT’D)

As you can see , it’s just a rubber

ball.  But it’s not normal at all.

Angier examines the ball.  Hands it back to Borden who shows

no sign of recognizing Angier.

BORDEN (CONT’D)

Thank you.

Angier notices that two TALL BLACK CABINETS are standing

twenty feet apart on the stage.

BORDEN (CONT’D)

(to audience)

You’re not impressed?

Borden BOUNCES the BALL on the ground and catches it.

BORDEN (CONT’D)

It’s a magic ball.

Borden continues to BOUNCE the ball on the floor.  The

audience looks bored, waiting for something to happen.

OLIVIA (V.O.)

What happened?

INT. ANGIER’S WORKSHOP — NIGHT

Angier still in disguise, is slumped in an armchair, drink

in hand.  He is SMILING, remembering.

Olivia, sitting on the workbench, waits for him to continue.

OLIVIA

What happened, Robert?

ANGIER

He had a new trick.

OLIVIA

Was it good?51.

Angier looks at her…

INT. TINY, GRUBBY THEATRE — EVENING

Now it’s CUTTER standing in the audience, watching.  Onstage,

Borden BOUNCES the ball over and over again.

ANGIER (V.O.)

It was the greatest magic trick I

have ever seen.

Borden walks to one side of the stage and OPENS the door to

one of the cabinets.  It’s empty.  He CLOSES it again and

crosses the stage, BOUNCING the ball the whole way.

At the far cabinet, Borden repeats the process, OPENING the

door to the empty cabinet.  This time, however, he leaves

the door open.

He steps forwards and GENTLY BOUNCES the ball SIDEWAYS, across

the stage…

Borden STEPS into the CABINET behind him, CLOSING the door.

With no one on stage, the audience watches as the ball

continues to BOUNCE across the stage.  BOUNCE. BOUNCE.

BOUNCE.  The ball loses seep and height…

Just as reaches the second cabinet, something IMPOSSIBLE

happens.

THE DOOR TO THE SECOND CABINET OPENS AND BORDEN STEPS OUT,

CATCHING THE BALL.

Cutter FLINCHES, then studies Borden.  The audience is

BEMUSED.  Finally, a trickle of applause.

INT. ANGIER’S WORKSHOP — DAY

Angier is talking to Cutter.  Olivia is watching.

ANGIER

Did they applaud when you saw it?

CUTTER

Not very enthusiastically.

INT. TINY, GRUBBY THEATRE — NIGHT

Angier is disguise, starts CLAPPING loudly, FIRMLY, as if he

can’t help it, LEADING the applause.

Borden BOUNCES the ball once again, then BOWS deeply.  The

APPLAUSE peters out.  Borden walks off the stage.

INT. ANGIER’S WORKSHOP — DAY

Angier turns to Cutter.52.

CUTTER

The trick is too good — too simplethe audience harly knows what they’ve

seen.

ANGIER

He’s a dreadful magician.

CUTTER

He’s a wonderfull magician- he’s a

dreadful showman.  He doesn’t know

how to dress it up, how to sell the

trick.

ANGIER

How does he do it?

CUTTER

He uses a double.

ANGIER

(shakes head)

It’s not that simple.  This is a

complex illusion.

CUTTER

You think that because you don’t

know the method.  It’s a double who

comes out at the end.  It’s the only

way.

ANGIER

I’ve seen his perfom ir three times

now, Mr. Cutter- the Prestige is the

same manCUTTER

It’s notANGIER

The same man comes out of the second

cabinet.  I promise you.

OLIVIA

It is the same man.

They both turn to look at Olivia.

OLIVIA (CONT’D)

He wears padded gloves to hide his

damaged fingers, but if you look

closely you can tell.

Angier looks at Cutter.

ANGIER

He doesn’t know how to sell his trick

to an audience.  But I do.53.

CUTTER

(nods)

It would give us our climax.

ANGIER

The man stole my life.  I’m going to

steal his trick.

CUTTER

We’ll have to find someone who can

look like you on a stage.

ANGIER

He doesn’t use a doubleCUTTER

(impacient)

I don’t know how Borden does it,

Robert.  So either you wait for Borden

to retire and buy his secret, or you

can listen to how I would do this

trick.

(Angier nods)

Ang the only way I know is to find

you a bloody good double.

Angier smiles.  Turns to Olivia, pointing to his face.

ANGIER

Take a good look-  let’s get out

there and find me.

EXT. ROAD, PIKE’S PEAK — MORNING

Angier, swinging his cane, walks slowly up the mountain road.

EXT. TESLA’S LABORATORY — CONTINUOUS

The lab is illuminated by thirty fot STREAMERS of electrical

DISCHARGE that pour from the base of the tower.

Angier stops, fearful.

ALLEY

It’s perfectly safe.

As Angier stares, a MAN begins to emerge from the very center

of the CONFLAGRATION.

Bolts SNAP and TRAIL after the man as he walks, in SILHOUETTE,

towards Angier.54.

TESLA

So this is the Great Danton.

Tesla emerges from the ball of electricity, dressed as if he

were on his way to the opera.  He brushes SPARKS from the

sleeve of his jacket as he extends a band to Angier.

TESLA (CONT’D)

Mr. Alley has effused about your act

to me on any number of occasions.

Something you did with pockets?

Angier returns the handshake.

ANGIER

I saw a lecture you gave in London,

several years ago.  I’m flattered

you agreed to see me.

Tesla keeps hold as Angier’s hand.

Angier, confused, does so.  Alley hands him a lightbulb,

which starts to glow as he grasps its metal base.

ANGIER (CONT’D)

What’s conducting the electricity?

TESLA

Our bodies, Mr. Angier, are quite

capable of conducting, and indeed,

producing energy.

Tesla release Angier’s hand. The bulb goes out.  Alley takes

it from the Angier who looks at the palms of his hands.

TESLA (CONT’D)

Have you eaten, Mr. Angier?

EXT. DECK, LABORATORY — MORNING

Angier, Alley and Tesla are seated around a table on a decl

overlooking a spectacular view.  They are eating sandwiches.

TESLA

Alley has explained that you require

a very interesting device.

ANGIER

I need something impossible.

TESLA

You’re familiar with a phrase ‘Man’s

reach exceeds his grasp’?

(MORE)55.

TESLA (CONT’D)

(off his look)

It’s a lie. Man’s grasp exceeds his

nerve.  The only limits on scientific

progress are these imposed by society.

Tesla looks out at the mountains.

TESLA (CONT’D)

The first time I changed the world I

was hailed as a visionary.  The second

time I was asked politely to retire.

The world only tolerates one change

at a time.  And so here I am.

(gestures at laboratory)

Enjoying “retirement”.

(looking at Angier)

Nothing is impossible, Mr. Angier.

What you want is simply expensive.

Tesla rises, washing his hands in a basin on a side table.

TESLA (CONT’D)

Alley says you are a stage magician.

If a built you this device, you would

be presenting it only as an illusion?

ANGIER

If people thought the things I did

on stage were real, they wouldn’t

clap- they’d scream.  Think of saving

a woman in half.

Tesla nods.  Considering.

TESLA

Mr.Angier, the cost of such a machineANGIER

Price is not an object.

TESLA

Perhaps not.  But have you considered

the cost?

ANGIER

I’m noit sure I follow.

TESLA

I can make your machine, Mr. Angier.

But I can also give you some advice…

(pointed)

Go home.  Forget this thing.  I can

recognize an obsession.  As Mr. Alley

could tell you, I myself an given to

one now and then.  It will not do

you any good.56.

ANGIER

Have your obsessions done you no

good?

TESLA

At first.  But I’ve followed them

too long- I am their slave.  Their

whipping boy. And one day they may

choose to destroy me.

Angier looks into Tesla’s eyes.

ANGIER

if you understand an obsession then

you know you won’t change my mind.

TESLA

(smiles)

So be it.

ANGIER

Will you build it?

TESLA

I have already begun to build it,

Mr. Angier. I hope you enjoy the

mountain air.  This will take time.

Tesla disappears into the lab.

INT. GREEN ROOM DRINKING CLUB — EVENING

The club is warm and dark. Olivia, Cutter and Angier make

their way to the bar.  Olivia points to the far end of the

bar, to a TRAMP in tattered clothing, curled over a pint.

OLIVIA

(to tramp)

Gerry?

The tramp sees Olivia, hoists himself up and spills his way

down the bar to them.  As he draws closer, we understand why

Olivia has brought them here.

Underneath the filth and matted hair, this man is SPITTING

IMAGE of Robert Angier- HE IS PLAYED BY THE SAME ACTOR

OLIVIA (CONT’D)

Mr. Angier, Mr. Cutter, I would like

you  to meet Mr. Gerald Root.

ROOT

A pleasure to meet you fine gentlemen.

Angier is staring a little too much.  Root throws an ARM

over Angier’s shoulder and draws him in.57.

ROOT (CONT’D)

(whisper)

Would you like for me to tell you a

little joke?

Angier smiles unconfortably.  Sunddely Root WRAPS this hands

around Angier’s neck and begins to THROTTLE him.

Cutter breaks it up and pushes Root back.

ROOT (CONT’D)

(yelling)

Are you laughing?

Angier is shaken.  Root picks up his hat off the bar and

disappears onto the street.

ANGIER

He’s out of his mind.

OLIVIA

He’s an out-of-work actor- of course

he’s out of his mind.

CUTTER

He’s perfect.  A little work, mind

you, but when I’m done with him he

could be your brother.

ANGIER

I don’t need him to be my brother.

I need him to be me.

EXT. NORTH HILL — DAY

Borden escorts Sarah and their TODDLER, a girl, up the three

lined street.

Borden stops abruptly.  Crouches to his daugther.

BORDEN

Would you like to see a magic trick?

Borden reaches up and pushes a wayward LOCK a her hair over

her ear.  When his hands returns, it’s holding a KEY.

He stands, places the key in Sarah’s hand.

SARAH

What is this for?

Borden takes her gently by the shoulders and turns her around

until she’s facing a modest two-story HOUSE.  She looks down

at the key in her hand.58.

SARAH (CONT’D)

When I asked last week you said we

couldn’t afford.

BORDEN

You caught me in the wrong mood.

SARAH

But you want through all theBORDEN

Sarah,  I’m allowed to change my

mind, aren’t I? The act is taking

off, maybe soon I’ll get us into a

bigger theatre.  Things will work.

Sarah turns and embraces her husband.

INT. EMPIRE THEATRE

The auditoruim is empty.  Two doors is simple frames have

been erected in the middle of the stage.  Angier fiddles

with one, opening it, walking through it.  Olivia is watching.

OLIVIA

You walk through this one- then…?

Angier stands Olivia in front of the door.

he pushes the door all way open.  Suddenly, a TRAP-DOOR set

into the floor POPS open. Angier JUMPS through itINT. EMPIRE THEATRE — CONTINUOUS

Olivia gathers up her skirts and DROPS through the holeINT. BENEATH THE EMPIRE STAGE — CONTINUOUS

-LANDING beside Angier on the straw matterss.

OLIVIA

Oof.  Couldn’t you find a softer

one?

ANGIER

(smiles)

It’s not for sleeping on.

Olivia looks around the below stage area.

OLIVIA

And Root goes up through there?59.

She gestures  at a LIFT twenty feet away with a TRAP DOOR

MECHANISM above it.  Angier nods.  Olivia looks at Angier.

OLIVIA (CONT’D)

It’s going to be amazing, Robert.

ANGIER

It has to be.  Borden’s trick is

getting noticed.  The place was packed

today.

Olivia looks at him strangely.

OLIVIA

You went and saw his show again?

Angier looks away, embarrassed.

OLIVIA (CONT’D)

You becoming obsessed, Robert.

CUTTER (O.S.)

Ready to meet yourself, Mr. Robert.

Angier and Olivia look up to see Cutter at the trap door.

INT. EMPIRE THEATRE — MOMENTS LATER

Angier and Olivia sit in the front row.  Cutter beckons Root

onstage.  He’s been clened up and dressed in Angier’s stage

costume.  he TRIPS on his way across the stage.

ANGIER

All I have to do is keep myself

stinking drunk all the time and no

one will be able to tell the

difference.

CUTTER

A little faith, sir.  Could you favor

us with a perfomance. Mr. Root?

Root picks himself up and dusts himself off.

Suddenly, ROOT HAS BECOME ANGIER.  he is channeling everything

from his facial expressions to his walk.  Angier nods,

starting to believe this might work.  The illusion is PERFECT –

till he opens his mouth.

ROOT

You would drink, too, if you know

the world half so well as I do.

Angier hops up onto stage, examining Root from different

angles.  Root starts APING his every movement.  Olivia starts

laughing.  Angier is getting uncomfortable.60.

ROOT (CONT’D)

Did you think you were unique, Mr.

Angier?  I have been Cassar.  I have

been Faust.  How difficult could it

possibly be to play ‘The Great

Danton?’

CUTTER

You can go back to being yourself.

Root.  For free..

Root looks challengingly at both men.

ROOT

I’d rather be him, for now.  I find

it amusing.

Root WAVES his hands across his chest, in the same manner

that Angier does onstage.  He produces a bottle of Gin from

thin air, and takes a long swallow and jumps down to Olivia.

CUTTER

Root has to keep a low profile–

anyone sees him the game’s up.

ANGIER

(watching Root)

I don’t know how you do these things,

Cutter.  I’m not sure I want to know.

CUTTER

Have you thought about what we should

call the trick?

ANGIER

No point being coy.  Borden calls

his trick ‘The Transported Man’?

Cutter nods.

EXT. LEICESTER SQUARE — EVENING

The enormous MARQUEE of the Empire Theatre:

‘The Great Danton perfoms THE NEW TRANSPORTED MAN’

Beneath it, a CROWD.  Fallon amongest them.  STARING up at

the sign.

INT. EMPIRE THEATRE — EVENING

Angier is onstage, nearing the end of his show, SMILING

BROADLY as he pulls dozens of FLOWERS from thin air and tosses

them to the crowd.  APPLAUSE fills the theatre.

The DOORFRAMES are wheeld out on either side of the stage.

Angier approaches the edge of the stage to address the

audience with a suddenly SOLEMN demeanor.61.

ANGIER

Ladies and gentlemen, much of what

you’ve seen tonight can be termed

illusions.  Entertaining trifles of

the sort you may have seen other

magicians perform.

Angier puts on a TOP HAT.

ANGIER (CONT’D)

Alas, I cannot claim this next feat

as illusion.  Watch carefully- you

will see no trickery, for no trickery

is being employed. Merely a techique

familiar to certain citizens of the

orient and various holy men of the

Himalyas.  Indeed, some of you may

be familiar with this technique, but

for those of you who aren’t, do not

be alarmed, what you are about to

see is considered safe…

Angier gracefully TURNS and heads upstage to the right-hand

door, opens it, SLAPS it to show that is sold.

Then strolls through crossing the stage-

-to the other door, which he opens, SLAPPING to show its

solidity, then walking trough the frame.

Angier removes his TOP HAT and THROWS it high into the air.

It sails back down to him and he catches it.

Angier THROWS the HAT again, even harder this time, and it

disappears uo into the rafters.  After a beat, it is clear

it’s not coming back down.

LAUGHTER.  Angier snaps his fingers and the hat is dropped

back down to him.  He catches it.

Angier movies to the first door and THROWS HIS HAT in a HIGH

ARC across the stage.  He OPENS the door- steps behind it…

The second DOOR, FAR ACROSS THE STAGE, IMMEDIATELY opens and

ANGIER/ROOT EMERGES, REACHING UP TO CATCH THE HAT.

BOTH DOORS SLAMS SHUT behind him.  He puts on the hat.

The AUDIENCE ERUPTS- A STANDING OVATION, Fallon the only one

in his seat as Angier/Root takes his BOWS.

INT. UNDER THE STAGE — CONTINUOUS

Angier, hearing the MASSIVE APPLAUSE, climbs off the straw

mattress, PEERING up through the cracks in the floorboards.

Smiling, Angier turns to the unseen audience and BOWS.62.

INT. DRESSING ROOM — EVENING

Angier, Olivia, and Cutter are CELEBRATING their sucess.

Empty bottles of champagne line the makeup table.

OLIVIA

(toast)

To our achivement.

They drink.

CUTTER

The manager said he’s never seen a

reaction like it.

Angier smiles, rueful.

ANGIER

At least he got to see it.  I spent

the ovation hidden under the stage.

No one cares about the man who

disappears, the man who goes into

the box.  They care about the man

who comes out the other side.

OLIVIA

I care about the man in the box.

Angier turns to Olivia, raises his glass.

ANGIER

Thank you.

(to Cutter)

Maybe we could switch before the

trick.  That way I could be the

Prestige and Root ends up below stage.

CUTTER

(shakes head)

The antecipation of the trick is

everything- it needs your showmanship

to built suspense.  If Root opens

his mouth, it’s all over- he can’t

introduce the trick.

ROOT (O.S.)

of course I can.  I’m the Great

Danton.

They turn.  Root is lying behind a trunk, still in costume.

CUTTER

Root, you bloody fool, get that

costume and makeup off right now,

anyone could walk in here!

Cutter is SLAPPING Root to his feet.  He grabs his collar

and turns to Angier and Olivia.63.

CUTTER (CONT’D)

Congratulation, all.

Cutter DRAGS Root out.  Olivia slides onto the makeup table.

ANGIER

I suppose I should get more rest.

OLIVIA

Life is not full of these moments,

Robbie.

Olivia pours him some more champagne.

OLIVIA (CONT’D)

We’ve worked hard for this, and we

need to celebrate properly.

Angier looks up at her with a gentle smile.  She pulls him

in closer and they KISS.  She wraps her legs around him.

They kiss again.

Angier pulls back.

OLIVIA (CONT’D)

What’s wrong?

(softly)

It is your wife?

Angier shakes his head, distracted.

ANGIER

The trick isn’t good enough.

Olivia stares at him.

OLIVIA

Didn’t you see the audience?

ANGIER

No.

OLIVIA

Well, they loved it.

ANGIER

It’s not as good as his trick.

OLIVIA

Borden’s trick is nothing compared

to ours.  He doesn’t have any styleANGIER

He doesn’t have to spend the finale

hiding under the stage.

Angier rises, turning out of her embrace.64.

ANGIER (CONT’D)

I need to know how he does it.

OLIVIA

Why?

ANGIER

So that I can do it better.

Angier turns to her.  Looks her in the eye.

ANGIER (CONT’D)

I need you to go and work for him.

OLIVIA

Work for him?  Are you joking

ANGIER

You’ll be my spy.

OLIVIA

(taken aback)

We just got our start and you want

me to leave?

ANGIER

It’s how we advance.

Angier moves to Olivia, placing his hands on her shoulders.

ANGIER (CONT’D)

Think of it, Olivia… we’ve got

people excited about Cutter’s version

of the trick- imagine what we could

do with the real illusion. We’ll

have the greatest magic act anyone’s

ever seen.

OLIVIA

(frustated)

He knows I work for you.

ANGIER

Exactly why he’ll want to hire you.

He’ll want my secrets.

OLIVIA

Why would he trust me?

Angier thinks for a second.  Then smiles.

ANGIER

Because you’re going to tell him the

truth.

INT. TESLA’S LABORATORY — DAY

Alley shows Angier in.  Tesla is sitting, reading.65.

TESLA

You must be curious to see what so

much money had bought you, Mr. Angier.

Tesla RISES.  Leads Angier to a back corner at the room and

pulls a SHEET from a ten-foot tall apparatus- the ELECTRICAL

MACHINE Angier used on stage in the opening of the film.

TESLA (CONT’D)

Fitting that you should be here for

the maiden voyage.

Alley FIRES a GENERATOR connected by thick cables to the

machine. It RUMBLES into life, smoke pouring from the slats.

TESLA (CONT’D)

Your hat.

Angier takes off his hat and tries to hand it to Tesla.

Alley intercepts the hat and lays it on a chalk hasmark

directly underneath the machine.  He returns to the controls.

ALLEY

You might want to stand back.

TESLA

No, no.  It will be fine.  Mr. Alley,

please proceed.

Without further ceremony, Alley FIRES the machine.

Nothing happens.  Then, as they watch, the GLOBE on top of

the tripped FLASHES whits hot.  BOLTS shooting out of it,

wrapping themselves around the legs of the tripod.  The CHARGE

reaches a FREEZY and then emits a loud BANG, as if it has

broken the sound barrier.

Suddenly the room is still.

Tesla walks forward.  Looks down into the pit.

Alley joins him at the edge of the pit.  Angier,  limping,

is the last to arrive, locking into the pit-

-at the TOP HAT, which hasn’t moved an inch.

ANGIER

I don’t understandTesla STARES at the hat as if trying to melt it with

CONCENTRARION.  Alley pulls Angier away from the pit.

ALLEY

Perhaps it would be best if you left

us to it.  We’ll see you next week?

Angier begins to protest but Alley gestures towards the door.66.

INT. BORDEN’S WORKSHOP — DAY

A small, disused shop off an arcade, crowed with tools,

cabinetry and props, windows plastered with playbills.  Borden

is sitting at a workbench, sleeves rolled up, working a lathe.

Fallon enters, Olivia behind him.  Borden looks back at her,

turns back to the table, instinctively putting on his gloves.

OLIVIA

(looking around)

Interesting workshop.

BORDEN

We make do.

OLIVIA

My name is Olivia Wenscombe.

BORDEN

I know who you are.  Are you here to

steal the rest of my show?

Olivia sees one of the theatrical notices that litter the

shop: “THE GREAT DANTON BREAKS RECORD WITH HIS ASTONISHING

NEW TRICK”

OLIVIA

No.  I’m here to give your show what

is missing.

BORDEN

And what might that be?

OLIVIA

Me.

BORDEN

(to Fallon)

Wasn’t I just saying that, Bernard?

A woman’s touch.

Fallon leaves, closing the door.

OLIVIA

I’ve left Angier.  I want a job.

Borden sits there.

OLIVIA (CONT’D)

I know you have no reason to trust

meBORDEN

Why on earth shouldn’t I trust you?

The mistress of my enemy.

Olivia is taken aback.  Chanes tack.67.

OLIVIA

Mr.BordenBORDEN

Alfred.

OLIVIA

Alfred.  I’m going to tell you the

truth.

BORDEN

Ah.  The truth.  A slippery notion

in our life of work, Miss Wenscombe.

OLIVIA

I’m here because he sent me here.

He wants me to come and work for you

and steal your secret.

BORDEN

What does he need my secret for?

His trick is top notch.  The Great

Danton vanishes and isntantly

reappears on the other side of the

stage –  mute, overweight, and,

unless I’m mistaken, rather drunk.

Borden rises, moves closer to Olivia.

BORDEN (CONT’D)

Tell me, Olivia.  Does he like taking

his bows under the stage?

Olivia meets his gaze.

OLIVIA

No.  It’s killing him.  he’s obsessed

with discovering your method.  He

thinks of nothing else, and takes no

pleasure in our sucess.  I’ve had

enough.  There’s no future with him.

He sent me here to steal your secrets,

but I’ve actually come to offer you

his.

BORDEN

He has no secrets from me.

Borden stares at her, unsure.

BORDEN (CONT’D)

And this is the truth?

She gives Borden a challenging smile/shrug.68.

INT. BACKSTAGE — DAY

Cutter is fixing a prop mechanism.  Angier approaches, in

his undershirt, looks over his shoulder.  Cutter glances up.

CUTTER

Best be getting changed for the

martinee, sir.

- Angier nods.  Cutter REALIZES.

CUTTER (CONT’D)

ROOT!  You’re late.

(sniffs)

And even more drunk than usual.  Get

yourself below stairs, right away!

ROOT

No.

CUTTER

No?!

Root looks at Cutter with genuine malice.

ROOT

We need to have a chat, Mr.Cutter.

INT. DRESSING ROOM — DAY

Angier is applying his makeup.  Cutter enters.  Angier looks

at him through the mirror.

ANGIER

We have a problem, Cutter.

He holds up the paper, folded to an advertisement:

PANTAGES THEATRE- FROM NEXT WEEK- THE PROFESSOR WILL

DEMONSTRATE THE ORIGINAL TRANSPORTED MAN- ACCEPT NO CHEAP

IMITATIONS!!!

ANGIER (CONT’D)

He’ll be perfoming right across the

street.

CUTTER

We have a bigger problem.  Root.

ANGIER

Don’t tell me he fell over again.

CUTTER

Worse.  He realized he can make

demands.

ANGIER

He’s blackmailing us?69.

CUTTER

In a word, yes.  I’m surprised, to

be honest- it usually takes them a

lot longer to figure it out.

ANGIER

How much does he want?

CUTTER

It makes no difference- we have to

stop doing the trick.

ANGIER

(wields paper)

Stop doing the trick?  Look at this.

CUTTER

Look at yesterday’s.  And last week’s,

where they called you “London’s

premiere stage performer”, not

“magician” mind.  Performer.  Of any

kind.

ANGIER

What’s the point?

CUTTER

My point, Robert, is that you’ve

climbed too high to get away with

any kind of professional

embarrassament.  We’re not doing any

tricks we can’t control.

Angier considers this.  Nods.  Thinking.

ANGIER

Pay him whatever he wants, for now.

We keep doing the trick till Borden

opens, then we’ll phase it out.

INT. BENEATH THE EMPIRE STAGE — NIGHT

Root smokes a cigarette.  PULL BACK to reveal he is standing

on the LIFT beneath the stage…

The trapdoor OPENS and Angier DROPS onto the straw mattress.

He looks over to see Root finishing his cigarette.

ANGIER

(hisses)

Get up there!!

Root smirks at Angier- TOSSES the cigarette and CATAPULTS upINT. STAGE, EMPIRE THEATRE — CONTINUOUS

-onto the stage and STEPS/STUMBLES out from behind the door

to LOUD APPLAUSE.70.

Root has a SLOPPY GRIN as he STRUTS acroos the stage, milking

the applause from every angle, blowing kisses, winking…

loving it.  He turns to Cutter in the wings.  Blows him a

kiss.

Cutter GLARES.  Then TURNS to a stagehand.

CUTTER

Get it down!

ANGIER (V.O.)

Cutter was always surprised how fast

Root turned bad.

The stagehand starts LOWERING THE CURTAIN.

INT. RESTAURANT, CLIFF HOUSE INN — DAY

Angier sits with Borden’s dairy.

ANGIER (V.O.)

We paid him enough to keep him in

beer- you wouldn’t expect him to

rock the boat.  Today I learned

Borden’s view on the episode…

INT. TAVERN — EVENING

The bar is dark and seedy, packed with an unpromising lot.

ANGIER (V.O.)

…and his account suggests a reason.

Root is hanging precariously from his barstool, head lolling

towards his empty glass.  He is in his own clothes, but

cleaned up to look like Angier.

A full PINT arrives in front of him.  Root turns to face his

benefactor- BORDEN.  Root takes several large GULPS, staring

at Borden.  Suppresses a belch.

ROOT

To what do I owe the pleasure of

this rather welcome pint of ale?

BORDEN

You are the Great Danton, aren’t

you?

Root gestures silence, glancing around them.

ROOT

Of course I am.  But don’t advertise

it- I’ll be mobbed with fans.

(grins at Borden)

And who might you be?71.

BORDEN

Just a humble admirer.  And fellow

practitioner.

ROOT

Ah, very good.

Root DOWNS the rest of his new pint, placing the empty glass

in front of Borden with an emphatic THUNK.

BORDEN

Another?

ROOT

If you insist.  I’m not perfoming

tonight.  Well, only one show, and,

to be frank, my people pretty much

run things these days.

BORDEN

You could probably do it blindfolded.

ROOT

Bloody good idea.

BORDEN

Have it.

ROOT

Thanks.

A new pint arrives.  Root sips.

BORDEN

Actually, there’s something I might

warn you about.

ROOT

Oh?

BORDEN

Well, it’s your Transported Man

illusion.  Now, I’m noit claiming to

know your method… but I had a

similar trick in my act- and I used…

(looks around,

whispering)

…a double.

ROOT

Oh, I see, very good.

BORDEN

At first.  Then it went bad.  You

se,  I hadn’t counted on the fact

that once I incorporated this bloke

into my act, he had complete power

over me.72.

ROOT

Complete power, you say?

BORDEN

(nodding gravely)

Weel, he was the secret, you see.

And the more successful I became,

the more outrageous his demands

became.  He practically backrupted

me.  In the end I had to stop

performing the illusion completely.

(looks at Root)

You must be very careful about giving

someone that power over you.

Root looks at Borden.  Drunken whells spinning.

ROOT

Thanks for the warning.

INT. STAGE, EMPIRE THEATRE — EVENING

Angier is almost all the way through his act.

ANGIER

…some of you may be familiar with

this technique, but for those of you

who aren’t, do not be alarmed, what

you are about to see is considered

safe…

Angier takes his time, confident, MILKING IT.  He throws his

HAT into the air, catches it.

INT. UNDER THE STAGE — CONTINUOUS

Angier DROPS ten feet to the concrete floor.  But there is

NOTHING to break his fallHe SMASHES painfully to the ground.  CLUTCHING his leg in

AGONY, he looks up and sees SOMEONE standing on the lift

twenty feet away… BORDEN.

INT. STAGE — CONTINUOUS

The first door slams shut.  The audience turns their attention

to second door.

The door remains closed.  The HAT falls  gently to the floor.

SILENCE, broken by a COUGH in the audience.

INT. UNDER THE STAGE — CONTINUOUS

BORDEN bows to Angier- the LIFT ROCKETS BORDEN UP THROUGH

THE STAGE FLOOR.73.

INT. STAGE — CONTINUOUS

The second door OPENS, and BORDEN steps through, looking all

around, CONFUSED, as if he doesn’t know where he is.  He

looks back at the door, then picks up the HAT…

INT. UNDER THE STAGE — CONTINUOUS

Angier looks at his leg- a nasty COMPOUND FRACTURE.  As he

chokes on pain he can hear LAUGHTER from the AUDIENCE.

INT. STAGE — CONTINUOUS

As Borden mugs with the hat, trying it on and finding it too

small, something is LOWERED from the flies above:

ANGIER/ROOT, BOUND AND GAGGED, HANGS from a chain.  A sign

around his neck reads: “OPENING AT PANTAGE- THE PROFESSOR”

Borden looks up behind him.

BORDEN

Great Danton, I must apologize!  I

simply had too much magic for my

stage at the Pantages!

The Great Danton comes to rest three feet above the stage.

BORDEN (CONT’D)

Pardon my intrusion!

Borden places the top hat and ANGIER/ROOT at a JAUNTY ANGLE.

THUNDEROUS APPLAUSE and LAUGHTER.  Borden BOWS, hops down

off the stage, and walks up the aisle, bowing, enjoying it

all the way.

INT. STAGE — LATER

Cutter crouches over Angier, fixing a LONG SPLINT to his

broken leg.  Behind them, Root still hangs above the stage,

groaning in protest.

CUTTER

I don’t see how Borden found him- I

had him under wraps, I was careful.

ANGIER

Well, he did.

Cutter helps Angier to his feet.

CUTTER

Sit, do you think it might be her?

Olivia?

Angier stops to look at Cutter.74.

ANGIER

No.  I don’t.

Cutter gestures at Root.

CUTTER

Shall we cut him down?

ANGIER

He’s the Great Danton.  Let him cut

himself down.

EXT. PANTAGE’S THEATRE — NIGHT

Angier, thinly disguised, leg in long metal brace, pushes

through the crowd outside the box office.  The marquee: The

Professor Performs His Masterpiece- THE ORIGINAL TRANSPORTED

MAN!!

On the box office: SOLD OUT THRU SUNDAY.  Angier STARES.

SCALPER (O.S.)

Need tickets, sir?

Angier turns to the SCALPER.  Nods.

INT. PANTAGE’S THEATRE — EVENING

Angier slumps into a seat at the back of the PACKED theatre.

ONSTAGE: Borden works through his show with a SUPERIOR DEGREE

OF SHOWMANSHIP, even cracking a smile when called for.

Working WITHOUT GLOVES, he makes much of performing tricks

ONE-HANDED.  He is assisted by Olivia, who looks STUNNING.

Borden performs ths Transported Man.  Borden HAS DRESSED IT

UP WITH ELECTRICAL APPARATUS.  Two large glass balls transmit

SPARKS between one cabinet and the other along BARE WIRES.

Another watches,  anger rising as he watches Olivia’s close

RAPPORT with Borden.

INT. APARTAMENT — EVENING

Olivia enters in to the darkness bedroom.  She strikes a

match and lights one of the gaslights…

…and SCREAMS as the gaslight illuminates Angier, sitting

in an armchair, cane leaning against the arm of the chair.

ANGIER

You weren’t expecting me?

OLIVIA

I was expecting you sooner, Robbie.

Your message said “afternoon”.75.

ANGIER

Well, it takes a bit for me to get

around these days…

Angier RAPS his leg brace with his cane.  HOISTS himself up.

ANGIER (CONT’D)

He’s taken everything from me.  My

wife, my career…  now you.

OLIVIA

What do you mean?  You sent me toAngier takes her by the shoulders, ROUGHLY.

ANGIER

I sent you to steal his secret- not

to improve his actOLIVIA

That’s my job-!

ANGIER

Or to fall in love with him!

OLIVIA

You abandoned me to him!

Angier SLAPS her.  She shakes her head at him.

OLIVIA (CONT’D)

I did everything you asked.

ANGIER

(challenging)

Yes?  Then how does he do it?!

OLIVIA

Cutter was right- it’s a double.

Angier shakes his head, furious.

ANGIER

Of course Borden said thatOLIVIA

He didn’t say anything- he’d never

say.  I’ve seen things- make-up,

glasses, wigs.  We don’t use any of

it for the show, but I’ve found it

hidden backstage.

ANGIER

(scorn)

It’s misdirection- he leaves those

things lying around to make you think

he’s using a double.76.

OLIVIA

All the time?   He doesn’t know when

I’m lookingANGIER

All the time, Olivia- that’s who he

is, that’s what it takes- he lives

his act, don’t you see?!

(beat)

And just because you’re sleeping

with him doesn’t mean he trusts you.

Olivia glares athim,  tears forming in her eyes.

OLIVIA

You thing you can see everything,

don’t you?

She moves to her bed, REACHING below the mattress.

OLIVIA (CONT’D)

But the Great Danton, is a blind

fool.

Olivia tosses something at Angier: a CARDBOARD-BOUND NOTEBOOK.

OLIVIA (CONT’D)

His notebook.

Angier starts leafing desperately through pages.

ANGIER

You stole it?

OLIVIA

I borrowed it for tonight.  I thought

you’d be able to translate some of

it, but now I realizeANGIER

I can’t.

OLIVIA

(scorn)

You can’t.

ANGIER

Olivia, no one could-

(studies pages)

It’s a cypher- with a transposition

that probably shifts every day of

the diary.  Even with the keyword it

would take months to decode…

OLIVIA

And without the keyword?77.

ANGIER

Perhaps never.  We’ll see.

Angier puts the cardboard-bound notebook into his pocket.

Olivia, worried, holds out her hand for the notebook.

OLIVIA

No, we won’t- if I don’t get that

back tomorrow morning, he’ll know I

took it.

Angier looks at her, incredulous.

ANGIER

You can’r possibly think I’d let

this go?  This is his diary, Olivia.

All of his secrets are right here,

in my hands.

OLIVIA

(pleading)

Don’t do this do me, Robert!

ANGIER

(shrugs)

Leave him.

OLIVIA

He knows where I live!

ANGIER

I need to know his method.

OLIVIA

(desperate)

It won’t get your wife back, Robert.

ANGIER

I don’t care about my wife- I care

about his secret!

Angier stops, realizing what he said.  Calms himself.

ANGIER (CONT’D)

Look, I’ll go to his workshop and

stage a break-inOLIVIA

He’ll know it was youAngier puts his hands GENTLY on her shoulders.

ANGIER

Yes, me, not you.  Understand?

Olivia nods, crying.  Still scared.  Angier drags his leg to

the door.  She watches him go, torn.78.

OLIVIA

Robert?  I have fallen in love with

him.

Angier looks at her, sympathetic.

ANGIER

Then I know how hard this had been

hard for you.

INT. BORDEN’S WORKSHOP — DAY

CLOSE ON: SHATTERED GLASS, BROKEN PROPS AND CABINETRY.

Borden and Fallon survey the WRECKAGE of their shop.  Borden

looks at Fallon.

BORDEN

Notebook.

Fallon nods.  Borden sighs.  Weary.

BORDEN (CONT’D)

Then he’s just getting started.

EXT. STAGEDOOR, PANTAGE’S THEATRE — EVENING

A small CROWD of autograph SEEKERS crowd the stagedoor.  A

BODYGUARD steps through the door and begins unshering them

away as Fallon and Borden follow him through the door.

The bodyguard hold the door to a carriage open and Fallon

steps up.  Borden stops at the door.

BORDEN

I’m walking tonight, gentlemen.

Fallon looks concerned.

BORDEN (CONT’D)

Let him come.  I don’t care.

Borden doffs his hat and walks onto the crowd street.

Fallon steps down, reaches into the bodyguard’s jacket and

pulls out a PISTOL.  He checks that it’s loaded and slips it

into his own jacket.  Then he sets off after Borden.

EXT. STREETS, WEST END — EVENING

Fallon continues to follow Borden at a distance.  Borden

steps into a tobacconist’s.  Fallon stops and idles at the

street corner.

As Fallon watches, acrooss the street, another man STOPS.

Fallon slips back around the corner and looks:

It’s Angier, leaning on his cane.79.

Borden emerges from the tobacconist and continues down the

street, a cloud of pipe smoke drifting after him.

Fallon waits for Angier to set off after Borden, then follows

both men from a distance.

Borden crosses to the same side of the street as Angier.

Fallon picks up his pace and tries to cross the street but

is HELD UP for a second by passing traffi.

As he reaches the other side, Borden is gone, but he sees

Angier dissappear down and alleyway.

EXT. ALLEY — CONTINUOUS

Fallon rounds the cornder and stops.  The alleyway is EMPTY.  –

he has lost them.  Finally, he sees an open, darkned doorway

towards the end of the alleyway.

INT. HALLWAY — CONTINUOUS

Fallon stops at the doorway, his gloved hand gripping te

doorframe.

Angier stands at the other end of the hallway, watching him.

Fallon takes a step towards him and CRASHES through the rotten

floor to the basement below.

INT. BASEMENT — CONTINUOUS

Fallon drops heavily into an almost-vertical OPEN COFFIN.

DISORIENTED, Fallon just glimpses CUTTER DROP THE LID INTO

PLACE, shutting him in.  Cutter starts NAILING it down.

A GUNSHOT TEARS through the lid of the box.  Cutter falls

back, but is caught by Angier.

Angier rolls Cutter off to one side.  He is clutching at a

BLOODY WOUND on his arm.

CUTTER

I’ll live.

(to coffin)

You save me the trouble to making

you an air hole!

Angie picks up the hammer and continues NAILING.

EXT. HIGHGATE CEMETARY — MORNING

Borden picks up his way through the overgrown cemetary.  He

hears a KNOCKING and turns:

Angier is behind him, RAPPING on a broken headstone with the

head of his cane.80.

BORDEN

I’m impressed.

ANGIER

Why’s that?

BORDEN

You’re finally getting your hands

dirty.  This is what a good trick

costs, Angier.  Risk.  Sacrifice.

ANGIER

The sacrifice, I’m afraid, is all

going to be yours.  Unless you give

me what I want.

BORDEN

Which is?

ANGIER

Your secret.

Borden tries to gauge Angier’s expression.

BORDEN

My secret?

ANGIER

Your method for the Transported Man.

Fallon wouldn’t tell me.  In fact,

he doesn’t talk at all.

BORDEN

(shrugs)

You have my notebook.

ANGIER

Useless without the keyword.

Angier pulls a sheaf of writing paper and a pencil stub from

his pocket.  He offers them to Borden.

ANGIER (CONT’D)

Write down your method Mr. Borden.

Describe it in full.

Borden takes the paper and pencil and stares Angier in the

eye, gauging him.

Beat.

Borden writes a SINGLE WORD on the top page and folds it up.

ANGIER (CONT’D)

I want the method not the keyword- I

don’t even know if the secret is in

you notebook.81.

Borden looks at Angier with a glint in his eye.

BORDEN

The keyword is the method.

Angier reaches for the folded paper, which Borden lifts out

of reach.

BORDEN (CONT’D)

Where is my ingeneur?

Angier pulls a SHOVEL free from a pile of dirt beside him.

He STAKES it into a fresh pile of dirt in front of Borden.

Borden looks at Angier, CONCERNED.

BORDEN (CONT’D)

Is he

Angier plucks the folded paper from Borden’s hand.

ANGIER

How fast can you gid?

Angier movies away through the headstone, leaning heavily on

his cane.  Borden begins to DIG.

INT. HOSPITAL — EVENING

Cutter is slumped in a chair by the wall, his arm bandaged.

He smiles up at Angier, who sits down next to him.

ANGIER

How’s the arm?

CUTTER

Still attached.  Did you get your

answer?

Angier holds up the folded paper.

ANGIER

Our answer, Cutter.  I haven’t looked

yet,  I wanted you to share this.

Cutter looks curiously at Angier.

CUTTER

I already know how he does it, Robert.

The same way he always has, the same

way we do.  You just want it to be

something more.

Angier looks at Cutter, uneasy.

ANGIER

Well, let’s find out, shall we?82.

Angier opens the piece of paper.  A large GRIN spreads across

his face.  he turns it to Cutter- it reads-

- T E S L A -

Cutter frowns, confused.

CUTTER

What does it mean?

ANGIER

(excited)

It means, Cutter, that we have a

journey ahead of us.  To America.

Cutter watches Angier’s excitement.  Awkward.

CUTTER

Robert, listen to me.

(gentle, but definite)

Obssession is a young man’s game, I

can’t follow you any farther in this.

Angier looks at Cutter, uncomprehending.  He considers saying

something.  Stops.  Restraining himself.

ANGIER

Then the rest is up to me.

INT. ELEGANT RESTAURANT — EVENING

Sarah sits by herself at a table for two.  Borden ENTERS

with a swagger, Olivia beside him, Fallon behind.  The MAITRE

D’ hurries over, signaling WAITERS.  Sarah looks up.

UNCOMFORTABLE.

SARAH

I didn’t know we’d be joined for

dinner.

BORDEN

Absolutely.  We’re celebrating.

The Waiters spirit another table and chairs to join Sarah’s.

Borden pulls out a chair for Olivia.

SARAH

Miss Wenscombe.  Mr.Fallon.

Olivia smiles cheerfully.  Fallon nods, embarrassed.

BORDEN

(to wine waiter)

Champagne.  Your finest

SARAH

What are we celebrating, dear?83.

BORDEN

Well, we’ve hit upon a new trick,

haven’t we, Fallon?

OLIVIA

What trick, Freddy?

SARAH

(brittle)

Yes, “Freddy”.  What trick?

The WAITER presents a bottle of champagne.  Borden nods

without looking at it.

BORDEN

(loud)

I’m going to bury myself alive.

Every night.  Then someone’s going

to come along and dig me up!

OTHER DINERS are glancing over.  The waiter uncorks the bottle

with a muffled POP and pours champagne into Borden’s glass.

SARAH

(to waiter)

I’m not sure my husband needsBORDEN

Who are you to tell me what?!

Awkward silence.  Olivia shifts in her seat.

OLIVIA

PerhapsSARAH

Perhaps, Mr.Fallon, you might escort

Miss Wenscombe home.  My husband’s

being a bore.  I see no reason for

the two of you to suffer as well.

Fallon is on his feet, pulling back Olivia’s chair.

OLIVIA

Good-night, Mrs.Borden.  Good-night,

Freddy.

They leave.  Borden glares at his wife.

SARAH

“Freddy”?

BORDEN

It’s my name.

SARAH

Not at home.84.

BORDEN

I’m not always at home.

Sarah is clearly on the verge of tears.

SARAH

Alfred, why are you being like this?

Borden, seeing her fistress, softnes.

BORDEN

Sarah, I had a terrible ordeal today.

I thought I’d lost something very

precious to me.

SARAH

What?

Borden looks at her speechless.  Shrugs helplessly.

SARAH (CONT’D)

I see.  More secrets.

BORDEN

Secrets are my life, Sarah.  Our

life.

Sarah brushes away a tear.

SARAH

When you’re like this, Alfred, I’m

not seeing the real you.  You’re

treating me like your audience.

Performing.  I can’t live with that.

Borden just sits there.  Offering nothing.

EXT. CLIFF HOUSE INN — DAY

Angier walks up to the hotel.  A MOTORCAR is parked in front

and TWO MEN are unloading it.  One of the men STARES at Angier

as he enters the hotel.

INT. CLIFF HOUSE INN

Angier walks to the reception desk.

ANGIER

I thought I had the place to myself.

MANAGER

Unexpected guests.

(looks out the window

at the men)

Not very polite.  A lot of questions.

At first I thought they might work

for the government.85.

ANGIER

No?

MANAGER

(lowers voice)

Worse.  They work for Thomas Edison.

Angier starts out the windo at the men unloading equipment.

INT. HOTEL ROOM, COLORADO — CONTINUOUS

Angier sits at the desk, deciphering Borden’s diary.

BORDEN (V.O.)

Today, a most curious development…

INT. BORDEN’S WORKSHOP — DAY

Borden turns to see Fallon show in Olivia.

BORDEN (V.O.)

His assistent come to us with a

proposition…

They start to speak as Borden’s V.O. continues.

BORDEN (V.O.) (CONT’D)

Obviously Angier has sent her, and

told her to admit as much…

BORDEN (CONT’D)

Tell me Olivia.  Does he like taking

his bows under the stage?

Olivia meets his gaze.

OLIVIA

No.  It’s killing him.  He’s obssessed

with discovering your method.  he

thinks of nothing else, and takes no

pleasure in our success.  I’ve had

enough.  There is no future with

him.  He sent me here to steal your

secrets, but I’ve actually come to

offer you his.

BORDEN

He has no secrets from me.

Borden stares at her, unsure.

BORDEN (CONT’D)

This is the “truth” you spoke of?

She gives him a sly smile.86.

OLIVIA

No. This is what he told me to tell

you.

Beat.

OLIVIA (CONT’D)

The truth is that I loved him.  And

stood by him.  And he sent me to you

like he’d send a stagehand to pick

up his shirts.

(looks him in the eye)

I hate him for that.

They sit there in silence, appraising each other.

BORDEN

I can spot Angier’s methods from the

back of the theatre.  What could you

possibly have to offer me?

Olivia smiles, moves to Borden, reaching for his gloved hand.

Borden flinches, surprised.

OLIVIA

You may know he does his tricks…

but you can’t understand why no one

can see that yours are better.

She tenderly PEELS OFF his padded glove revealing his

mutiladed hand.

OLIVIA (CONT’D)

You hide this.  I had to look closely

to spot it when you performed the

Transported Man.

(looks into his eyes)

But this makes you unique… it shows

the audience that you aren’t using a

double;  You musn’t hide it, you

must display it proudly…

(looks at hand)

I’m sure it takes great skill to

perform illusions with one good hand.

BORDEN

(quietly)

It does.

OLIVIA

Then let people know.  You can be so

much more then he is.  I can show

you how.

Borden looks into her eyes.

BORDEN (V.O.)

I think she is telling the truth.87.

INT. BEDROOM, BORDEN’S WORKSHOP — NIGHT

Borden and Olivia are in bed together.  It is raining outside.

He watching her get out of bed and moves to the window to

smoke a cigarette.

BORDEN (V.O.)

I think we cannot trust her.  But I

love her.  I need her.  We need her.

BORDEN (CONT’D)

How could he send you away?  He must

be blind, deaf and dumb.

She smiles quietly at this.

OLIVIA

Robbie’s blinded by his jealosy.

He’d do anything for you secret.

Sending me away was the least of it.

Borden considers this.

BORDEN (V.O.)

Trust is not the point- love is the

point… who have we ever trusted?

To open myself to such a relationship,

EXT. NARROW ALLEYWAY — DAY

Olivia makes her way past crowed MARKET STALLS.

BORDEN (V.O.)

…to the dangers of such an affair…

I need assurances of fidelity.  Of

love.

Fallon is SHADOWING her from a distance.

BORDEN (V.O.) (CONT’D)

But how to be sure when truth is

layered like the skin of an onion?

I know a way… she must help me rid

ourselves of Angier. It is the only

way to kow her mind.

INT. HOTEL ROOM, COLORADO — DAY

Angier looks up from Borden’s diary.  Pale. He flips pages

and pages forward TO THE LAST ENTRY…

BORDEN (V.O.)

Today my mistress proves her

truthfulness. Not to me, you

understand.88.

BORDEN (V.O.) (CONT’D)

I have been convinced since she led

me to Root… today, Olivia proves

her love  for me to you, Angier.

Angier looks up from the notebook.  Mind reeling.

BORDEN (V.O.) (CONT’D)

Yes, Angier.  She gave you this

noteboook at my request.  Yes, she

led me to Root, and yes, Tesla is

merely the key to my dairy, not to

my trick. Did you really think I

would part with my secret so easily

after so much?  Good-bye, Angier,

may you find solace for your thwarted

ambition back in yout American home.

Angier STARES at the pages, unblinking.  JUMPS to his feet…

INT. TESLA’S LABORATORY — DAY

Angier STRIDES up to the fence.

ANGIER

TESLA!

(nothing)

TESLA!!

Angier takes his cane and starts running its METAL TIP across

the eletrified fence- causing SPARKING and CRACKLING.

ANGIER (CONT’D)

ALLEY, GET OUT HERE AND LET ME IN!!

Alley emerges from the building, consufed.

INT. TESLA’S LABORATORY — DAY

Alley opens the door-  Angier BURSTS IN past him, ENRAGED.

ANGIER

I’ve veen played for a fool!

ALLEY

Who by?

ANGIER

Tesla never made a machine like the

one I asked for.

ALLEY

We never said he had.

ANGIER

You let me believe that he had, Alley!

(MORE)89.

ANGIER (CONT’D)

You stole my money because your

funding  was cut off- you’ve been

shooting sparks at my top hat,

laughing at me all along while you

use my money to stave off ruin.

I’ve  seen Edison’s menALLEY

Where?

ANGIER

In the hotel.  I’ve every mind to

bring them up here myselfTESLA

That would be unwise, Mr.Angier.

Tesla is holding a cage containing a large tabby CAT.

TESLA (CONT’D)

It is true, sir, that you are your

one remaining financier.  But we

have not stolen your money…

ALLEY

Sir, my cat?

Tesla silences Alley with a tiny GLANCE.

ALLEY (CONT’D)

When I told you I could make your

machine I spoke the simple truth.

Science is just a name for the art

of rendering the exotic mundane.  It

has no boundaries- its very purpose

is to destroy boundaries.

ANGIER

Then why isn’t the machine working?

Tesla gives Angier the slightest of smiles.

TESLA

Because exact science, Mr.Angier, is

not an exact science.  The machine

simply does not operate as expected.

It needs continued examination.

ANGIER

Where did my top hat go?

ALLEY

Nowhere.

Alley points to the top hat, which is sitting on a workbench.90.

ALLEY (CONT’D)

We’ve tried the damn thing a dozen

times.  And the hat went nowhere.

TESLA

Which is why we need to rey a

different material.  It may provoke

a different result.

Tesla opens the cage and points the open end at Alley.

TESLA (CONT’D)

You don’t expect me to handle the

thing myself?

Alley reluctantly reaches into the cage and pulls out the

TERRIFIED CAT.  He jumps down into the pit and secures the

animal bu its collar to a eye-hook sunk into the ground.

ALLEY

You are responsible for whatever

happens to this animal, Doctor.

Alley pulls himself out of the pit, and Tesla CHARGES the

generator.

The cat stares up at the machine around it and HISSES.

Without ceremony, Tesla FIRES the machine.  As before, large

BOLTS spew from the head of the machine, down towards the

unseen cat.  The machine build to a DEAFENING ROAR, then

sputters out.

Silence.  The three men begin edging towards the pit.

Suddenly, a terrifying SCREECH.  The cat is still there,

still tied to the hook.

Alley breathes a sigh of relief and starts to free the car.

Tesla looks frustated.  Suddenly, the cat bursts free of

Alley and ROCJETS through the open side door of the lab.

ANGIER

I’ll go.

Angier limps after the cat.

EXT. TESLA’S LABORATORY — CONTINUOUS

Angier sees the cat disappearing along the edge of the

building and into the forest beyond.

Angier follows.

EXT. FOREST — CONTINUOUS

Angier pushes his way through the dense undergrowth, trying

to keep up, but the cat has disappeared.91.

ANGIER

Here, kitty, kitty.

Suddenly, a HORRIBLE SCREECHING reaches Angier.  He begins

to follow the noise.

He stops at the opening of a tiny GLADE, no more than ten

feet across.

Two IDENTICAL CATS are fighting viciously in front of Angier.

He tries to separate the two animals, and succeeds in grabbing

one.  The other cat RACES off.

Angier takes a few steps after it, then FREEZES, staring atTOP HATS.  Clustered in a small glads.  The first cat slinks

its way through them.

The SECOND BLACK cat jumps from Angier’s hands- RACES into

the glade, HISSING, SPITTING, CHASING the first cat into the

woods beyondAngier is left alone in the clearing, staring at the pile of

dozens of IDENTICAL TOP HATS.

EXT. PORCH, TESLA’S LABORATORY — DAY

The top hats are in a pile on the dark.  Tesla is at the

table, measuring two HATS with a pair of Calipers.  Angier

and Alley are watching.

ANGIER

So the machine was working?

ALLEY

I never bothered to check the

calibration.  The hat never moved.

TESLA

These things never quite work as you

expect them to, Mr. Angier.  That’s

one of the principal beauties of

science.

Tesla looks carefully at the hat in his hands.  It has a

tiny TEAR on the inside of the brim.  He picks up another

hat.  It has the same TEAR.

TESLA (CONT’D)

We’ll need a couple of weeks to iron

out the-

(looks at hats)

-problems with the machine.  I’ll

send word when it’s ready.

Angier, still dazed, takes his cane and heads for the door.92.

TESLA (CONT’D)

Don’t forget your hat.

Angier stops and looks at the pile of hats.

ANGIER

Which one is mine?

TESLA

They are all your hat, Mr. Angier.

Tesla smiles at him.

INT. BORDEN’S WORKSHOP — DAY

Borden’s daughter, JESS, now four, runs into the room and

tries to hop up into his lap.  Laughing, he helps her up.

JESS

Are we going to the zoo this

afternoon, daddy?

BORDEN

Daddy’s got some business this

afternoon.

JESS

But you promised.

BORDEN

Did I?

Jess nods at him, solemly.

BORDEN (CONT’D)

Then go to the zoo we shall.

Borden holds the newspaper open for her to look at.

BORDEN (CONT’D)

(gestures to newspaper)

Who’s that?

A large advertisement features a picture of Borden: The

Professor- England’s premiere magician!

JESS

That’s you, daddy?

Borden picks up the girl off of his lap and stands.

BORDEN

Daddy has some errands to run.  I’ll

be back before you know it, so get

ready.

Borden walks to the door.  As he does, Sarah enters, avoiding

his eyes, then ducking him as he tries to kiss her.93.

She reaches for the sherry decanter.  He watches her pour.

Sarah looks at him, eyes red from crying.

SARAH

We each have our vices.

Borden moves to her, gentle concern in his eyes.

BORDEN

Sarah.  Whatever you may think, your

only competitions for my affections

is my little girl.  I love you.  I

will always love you, and you alone.

She looks into his eyes.  Fascinated.

SARAH

You mean it today.

BORDEN

Absolutely.

SARAH

That makes it so much harder when

you don’t.

She turns from him.  Borden watches her sadly.  Leaves.

EXT. CANAL — AFTERNOON

Borden walks along a disused strecth of industrial canal

that snakes through the poorer neighborhoods of the city.

Borden wanders into a tunel.  Another man is waiting for

him — Fallon.

Fallon hands Borden a folded piece of paper.  He studies it.

BORDEN

More shopping.  She doesn’t like the

smell of money, doesn’t she?

Fallon looks away.  Borden tears up the paper.

BORDEN (CONT’D)

The little lady wants to visit the

Zoo, I thought you could take her.

I’ll do it tomorrow, if not.

(looks at his feet)

Sarah… she knows.  At least, she

knows things aren’t right.

(looks at Fallon,

pleading)

Help me with her.  Try and convince

her that I love her.  Please.

Borden, embarrassed, pats Fallon on the shoulder and makes

off down the path.  Fallon sets off in the opposite direction.94.

INT. OLIVIA’S APARTMENT

Olivia, barely wearing a dressing gown, answers the door to

Borden.  She pulls him in, trying to draw him into a kiss,

but he backs away.

OLIVIA

What is it. Freddy?

BORDEN

Please don’t call me that.  It’s

nothing, just… sometimes things

seem… wrong.

Olivia looks at him.  Cold.

OLIVIA

Freddy, I’ve told you before.  When

you’re with me, you’re with me.

Leave your family at home where they

belong.

BORDEN

I’m trying, Olivia.  Please.

OLIVIA

I’ll get dressed.

Borden watches her move down the hall.

OLIVIA (O.S.) (CONT’D)

I saw Fallon hanging around my house

again, after you left.

Olivia comes back in, half-dressed.

OLIVIA (CONT’D)

There’s something about him I don’t

trust.

BORDEN

You trust me?

(off her look)

Then trust Fallon- he protects the

things I care about.

EXT. CLIFF HOUSE INN — MORNING

Angier walks out from the lobby.  The two MEN he saw before

are loading up their automobile.  Smiling, laughing.

EXT. ROAD, PIKE’S PEAK — MORNING

The coach pulls to a stop.  Angier and the driver look up.

A plume of SMOKE is rising from further up the hill.95.

EXT. CLEARING, PIKE’S PEAK — MOMENTS LATER

Angier rounds the bend in the road and comes into view of

the laboratory.  He FREEZES.

The fence has been TORN DOWN.  Beyond it, the LAB has been

BURNED TO THE GROUND.  The metal tower is in SMOLDERING

PIECES.  Everything else is gone.

Angier notices a piece of metal lying in the road near him,

and, using his cane, flips it over.  It’s Alley’s sign warning

trespassers to keep out.

INT. ANGIER’S ROOM, CLIFF HOUSE INN — EVENING

Angier takes down the picture of Julia from the mantel.  He

studies it a second then puts it in the top of his packed

suitcase.

INT. LOBBY, CLIFF HOUSE INN — MORNING

The BELLBOYS wrestle with Angier’s cases as Angier walks to

the reception desk.  The manager smiles up at him.

MANAGER

We’re sorry to see you go, Mr. Angier.

Angier takes out his wallet and begins laying down bills.

MANAGER (CONT’D)

We are sorry to see Mr. Tesla leave

as well.  He was very good to Colorado

Springs.  A very generous man.

Angier smiles up at him, absently and begins to leave.

MANAGER (CONT’D)

Mr. Angier?

(Angier turns)

I didn’t feel it was necessary to

tell the other men about the box.

Angier stops.

ANGIER

What box?

The manager smiles.

INT. HALLWAY, CLIFF HOUSE INN — MORNING

Angier follows the manager down a darkened hallway.

MANAGER

We never use these rooms in the off -

season.  It’s a shame.96.

The manager stops at a set of DOUBLE DOORS and unlocks them.

He pushes them open and ushers Angier through.

INT. BALLROOM, CLIFF HOUSE INN — CONTINUOUS

Angier steps into the massive, elegant room.

Standing on the dance floor is an ENORMOUS SHIPPING CRATE.

Stencilled on one side “COLORADO SPRINGS”

Angier walks up to the huge crate, awestruck.

An envelope addressed to him has been stuck to the front.

Angier stops it and begins to read.

TESLA (V.O.)

My dear Angier, you will find what

you were looking for in the box.  I

apologize for leaving without saying

goodbye…

EXT. TESLA’S LABORATORY — NIGHT — FLASHBACK

Under cover of night, a group of FIGURES ransack the

laboratory.

TESLA (V.O.)

But I seem to have outstayed my

welcome in Colorado.

The figure begin setting FIRE to the sides of the laboratory.

TESLA (V.O.) (CONT’D)

The extraordinary is not permitted

in science and industry.  Perhaps

you’ll have more luck in your field,

mystified.  As to the use of the

machine…

INT. ABANDONED THEATRE — NIGHT

The open crate sits empty at the side of a derelict stage.

Angier, in shirt sleeves is running cables to the MACHINE,

which is standing center stage.

TESLA (V.O.)

Alley has written you a thorough set

of instructions.  I add only one

suggestion on using the machineEXT. COLORADO SPRINGS — NIGHT — FLASHBACK

Alley holds open the door to a coach.  Tesla steps up into

it and looks back from the coach’s open door, up the mountain.97.

TESLA (V.O.)

-Destroy it.  Drop it to the bottom

of the deepest ocean.

High on the mountain, the laboratory is ABLAZE.

TESLA (CONT’D)

Such thing will only bring you

misery.

Tesla folds himself into the coach, shutting the door as it

moes off down the mountain.

INT. ABANDONED THEATRE — NIGHT

Angier moves to one side of the stage where he makes a hash

mark with a piece of chalk.

ANGIER (V.O.)

Tesla’s warning is as unheard as he

knew it would be.  Today I tested

the machine…

He loads A GUN and places it next to the machine.

ANGIER (V.O.) (CONT’D)

Taking precautions in case Tesla

hadn’t ironed out the kinks in its

operation…

Angier THROWS THE SWITCH.  The machine GROANS into LIFE-

SPARKING and GLOWING as it gets up to full power.

ANGIER (V.O.) (CONT’D)

…if it went wrong I would not want

to live like that for long…

Angier closes his eyes for an instant, listening to its power,

then THROWS HIMSELF INTO THE MACHINE.  HE IS CONSUMED BY

LIGHT…

WHITE SCEENANGIER (V.O.) (CONT’D)

But here, at the Turn,  I must leave

you, Borden…

The WHITS becomes handwriting an a page and we areINT. PRISON CELL — DAY

Borden STARES at Angier’s journal in disbelief.

ANGIER

Yes, you, Borden.  Sitting there, in

your cell, reading my diary.  Awaiting

your death.  For my murder.98.

Borden SLAMS the journal shut.  Staring at it.

EXT. PRISON CELL, NEWGATE PRISON — DAY

BORDEN stands at the fence again.

OWENS

Lord Caldlow was happy to hear that

you’d reconsidered his offer.

BORDEN

Angier’s journal, the “gesture of

good faith”?  It’s a fake.

OWENS

(surprised)

I assure you it’s not.

BORDEN

It has to be-  it refers to events

that happened after his death.

OWENS

Clever predictions, I’m sure.  The

provenance of the journal is clear

and under no doubt.  It’s written in

Angier own hand, of which we have

numerous examples.

(looks at Borden)

What makes you think it’s a fake?

Borden looks away, uncomfortable.

BORDEN

It doesn’t matter.

Borden leans forward and stuffs ROLLED PAPERS through the

fence.  Owens takes them carefully.

BORDEN (CONT’D)

My tricks.  All of them.

OWENS

Including the Transported Man?  Lord

Caldlow will be very pleased.

BORDEN

No he won’t.  They’re not completeyou only have the Pledge and Turn

for each.

Owens leafs through the papers, annoyed.

OWENS

Without the Prestige for each trick

these are wothless.99.

BORDEN

You’ll get the rest after you bring

my daughter here.

Owens looks at Borden.

BORDEN (CONT’D)

I want to say goodbye.

INT. BORDEN’S HOUSE — NIGHT

Jess sits at the foot of the stairs, listening to her parents

SHOUT at each other in the living room.  She is CRYING.

BORDEN (O.S.)

Stop it!  Just stop it!

SARAH

Deny it all you want- I know!

INT. LIVING ROOM, BORDEN’S HOUSE — CONTINUOUS

Sarah is WILD, eyes red, hair a mess.  Utterly DISTRAUGHT

Borden is trying to calm her.

BORDEN

Sarah, it’s not true!  I’ve told you

Olivia means nothing to me!

SARAH

I’ll go yo her!  I know what you

really are, Alfred!

BORDEN

(quietly firm)

Sarah.  You can’t do that.

INT. HALLWAY, BORDEN’S HOUSE — CONTINUOUS

Jess looks up. Fallon is standing above her.  Listening.

SARAH (O.S.)

I’ll do what I have to!

Jess reaches up a hand.  Fallon takes it in his.

BORDEN (O.S.)

Sarah, you can’t talk like this!

INT. LIVING ROOM, BORDEN’S HOUSE — CONTINUOUS

Sarah turn to face Borden.  Deperate.

SARAH

I can’t live like this!100.

BORDEN

(angry)

What do you want from me!

Sarah pauses.  Catches her breath.

SARAH

(quiet)

I want you to be honest with me.  No

tricks, no lies, no secrets.

Borden calms.  Looks into her eyes.  Nods.

SARAH (CONT’D)

Do you love me?

Borden looks into her eyes.  Sincere.

BORDEN

Not today.

Sarah takes this in.  Borden watches, helpless.

SARAH

(whispers)

Thank you.

Borden watches her turn away from him.

INT. HALLWAY, BORDEN’S HOUSE — CONTINUOUS

Jess reaches up to Fallon with her other hand.  He takes her

gently in his arms.  We stay on Jess’s tear-stained face

over Fallon’s shoulder as he carries her up the stairs.

INT. BORDEN’S WORKSHOP — MORNING

CLOSE ON A POSTER: Borden, in costume, looking intense: THE

PROFESSOR- MASTER OF DARK FORCES.  As we PULL BACK we hear a

GENTLE CREAKING…

PULL BACK past a hanging PAIR OF FEET, one shoe missing…

wider shows up that it is SARAH, HANGING BY HER NECK FROM A

BEAM IN THE MIDDLE OF THE SHOP.  Gently swinging.

INT. PUBLIC HOUSE — NIGHT

Cutter is finishing his meal at the bar.  He goes to take a

swig from his pint and FREEZES- at the bottom of the glass:

A PLAYING CARD.  He looks around the bar.  No one he

recognizes.  He reaches into the glass.

Cutter pulls out the card- an ADDRESS is written up one side.

EXT. ABANDONED THEATRE — NIGHT

Cutter  walks along labyrinthine streets.  Stops at an

ABANDONED THEATRE. He looks up at the building, then enters.101.

INT. ALBERT HALL — EVENING

Cutter makes his way past the tattered box office and into

the derelivt auditorium.

In the middle of the room is the CRATE.  Cutter stands and

stares at it.

MALE VOICE (O.S.)

Who’s there

Cutter turns.  A STAGEHAND.  His eyes are solid white.  The

man is clearly BLIND.

CUTTER

I- I’m looking for an old friendANGIER (O.S.)

I heard about a booking…

Cutter turns.  Angier is behind him, leaning on his cane.

Beside Angier is a SECOND BLIND STAGEHAND.

ANGIER (CONT’D)

Nice little theatre.  Good up-andcoming magician.

CUTTER

You came back.

ANGIER

It’s a good to see you, John.

Cutter sizes Angier up.  Looks around the theatre.

CUTTER

Good rehearsal space.  Blind

stagehands.  I like it-

(knowing smile)

You always had an eye for publicity.

Angier sits in one of the stalls.  Cutter follows suit.

ANGIER

I need your help,  John.  My last

show.  A limited engagement.

CUTTER

Your last show?

ANGIER

A wise man once told me that obsession

was a young man’s game.  I’m almost

done.  One thing left…

(points at crate)

The real Transported Man.

Cutter stares at the crate.102.

CUTTER

You want to design a show around it?

ANGIER

i don’t want you backstage,  I need

you front of house, managing.

Cutter considers this.  Uncertain.

ANGIER (CONT’D)

i need you calling in any favours

and connections you have left to get

us the right booking for the run.

CUTTER

What sort of booking are you after?

ANGIER

The sort that Borden can’t ignore.

Cutter looks at Angier.  Nods.

EXT. ABANDONED THEATRE — DAY

A long, expensive CARRIEGE creeps out to a halt outside the

abandoned theatre, and the confused driver pulls over.

DRIVER

This is the address, sir.

The carriage opens, an imposing man in his 50′s steps out,

looks the place up and down, then heads inside.

INT. ABANDONED THEATRE — CONTINUOUS

The man enters the auditoruim and stares downat the BRIGHTLY

LIT STAGE.

Cutter moves quickly up the aisle, hand outstretched.

CUTTER

Mr.Ackerman.  It’s an honor to see

you again, sir.

Ackerman shakes Cutter’s hand.

ACKERMAN

When you said you only wanted to

show me one trick it piqued my

interest.

CUTTER

It’s a very special trick.

Mr.Ackerman.

Angier has appeared.103.

ANGIER

Pleased to meet you, Mr. Ackerman.

ACKERMAN

Likewise, I’m sure.  Let’s get on,

shall we?

Angier smiles.

CUTTER

(down to stage)

Turn it on, please.

After a moment, the machine SPARKS INTO LIFE.  ELECTRIC BOLTS

CASCADE from the GLOBE and SPLASH on the stage.

ACKERMAN

Very pretty.

Angier smiles at Cutter and head back down the stage.  he

STEPS himself into the machine and DISAPPEARS.

The machine SPUTTERS out and is silent.

ACKERMAN (CONT’D)

That’s it, Cutter?  He simply

disappears?  That’s not a trick.  He

has to come back.  There has to be aVOICE (O.S.)

-a Prestige?

ACKERMAN

ExactlyAckerman begins to turn around- then STOPSANGIER IS STANDING DIRECTLY BEHIND HIM.

Ackerman is dumfounded.  He looks back down at the stage.

ACKERMAN (CONT’D)

(quiet, haunted)

Pardon me.  It’s very rare to see…

real magic.  it’s been many years

since I’ve seen…

Anckerman steadies himself;

ANGIER

Are you interested in helping us?

ACKERMAN

(nods)

Yes. But you’ll have to dress it up

a little.  Disguise it.  Give them

enough reason to doubt it.104.

INT. STAGE MANAGER’S OFFICE, PANTAGE’S THEATRE — DAY

Merrit sits eating a sandwich.  The door to his office opens

and ACKERMAN strides in.  Merrit STRUGGLES to his feet.

MERRIT

(surprised)

Mr. Ackerman.  When they said…I

didn’t think you’d be here in person.

Ackerman sits without being asked to.

ACKERMAN

I have an act for your venue.

MERRIT

(flustered)

Well, of course, sir…But I’m afraid

I’m booked.  The Moscow Ballet.

They’re playing through next year.

ACKERMAN

Get rid of them.  This is a magical

act.  An excellent one.  I believe

you booked his first engagement

several years ago.  The Great Danton.

MERRIT

You really want me toAckerman stands.

MERRIT (CONT’D)

I’ll do it.  Of course.

Ackerman picks up a pen and paper from Merrit’s desk.

ACKERMAN

(smiles)

There will be one hundred

performances.  No more, no less.

Five perfomances a week.  No

matinees, no weekends.

Ackerman scribbles onto the paper and hands it to Merrit.

ACKERMAN (CONT’D)

(smiles)

And that’s what you’ll be charging

for each ticket.  Good day.

Ackerman sweeps out of the room, leaving Merrit dumbfounded,

staring at the scrap of paper in his hands.

INT. RESTAURANT — EVENING

Olivia and Borden are seated across from each other, finishing

their meal.  Olivia watches Borden eat.105.

OLIVIA

You haven’t spopken about her, Freddy.

Not once.

BORDEN

Who?

OLIVIA

Don’t be cruel.

BORDEN

Why would I talk about her to you?

OLIVIA

Because she was part of your life

and now she’s gone.

Borden says nothing.

OLIVIA (CONT’D)

She wanted to meet me the day before

she killed herself.  Said she had

something to tell me about you.

(looks away)

I was such a coward, I couldn’t bring

myself to face her.

(looks at Borden)

What would she have said, I wonder?

BORDEN

(snaps)

You want the truth about me, Olivia?

(she nods, wary)

I never loved Sarah.

OLIVIA

(appalled)

You married her, had a child with

herBORDEN

Part of me loved her.  But part of

me didn’t.  The part that found you.

The part that’s sitting here now.  I

love you.  That is the truth that

matters.

Olivia tosses her napkin on her plate.

OLIVIA

You could be sitting in some other

restaurant talking to some other

woman about me that way.  It’s unhuman

to be so cold.

Borden watches her rise from the table.  She looks at him.106.

OLIVIA (CONT’D)

By the way, have you seen who’s opened

at the Pantages?

(Borden shakes head)

The Great Danton.

BORDEN

He’s back?

OLIVIA

After two years.  And he has a new

trick.  They’re saying it’s the best

that London’s ever seen.

Borden cannot hide his reaction.

OLIVIA (CONT’D)

If you could see the look on your

face, Professor.  You should go to

him- you deserve each other.

Olivia smiles at him and leaves.

INT. PANTAGE’S THEATRE — EVENING

Borden, in disguise, takes his seat halfway along the aisle.

The lights dim.  Curtains RISE on a simple stage.  Bare except

for a WATER-FILLED GLASS TANK.

Borden STIFFENS in his seat, perplexed.

Angier limps onto the stage.  Addresses the audience.

ANGIER

Ladies and gentlemen, my first trick

of the evening is one that involves

considerable risk.

(removes his coat)

Anyone in the audience who would be

irrevocable damaged by seeing a man

drown should leave now, for when I

tell you that the young lady who

taught performing it, you will

understand the seriousness of the

danger involved.

Borden watches the hook descend from the flies.  Remembering.

INSERT CUT: Borden STARES as Angier desperately BRUSHES the

water from Julia’s face.

INT. PANTAGE’S THEATRE — LATER

Angier steps forward as another curtain is drawn up behind

him, revealing TESLA’S MACHINE.107.

ANGIER

In my travels I have seen the future,

and it is a strange future indeed.

The world is on the brink of new and

terrifying possibilities.

The audience RECOILS in terror as the MACHINE is STARTED and

BOLTS fly from it.  SMOKE drift over the audience.

Borden inches forward in his seat.  Angier stands in front

of the machine, silhouetted by the FRENZY of electricity

behind him.  He TOSSES his cane to his assistant and steps

into the machine.

The audience SCREAMS as large bolts BLAST from the machine

and wrap themselves around ANGIER’S ARMS and legs.

Borden is watching very carefully.  Angier is almost

impossible to see as the machine builds to a climax, but,

just before it does; Borden catches a glimpse of ANGIER’S

BODY FALLING THROUGH A TRAP DOOR.

The machine sputters out.  Angier has DISAPPEARED.  The lights

are dim.  A FOLLOW SPOT FIRES into the BOXES, audience looks

up with a gathering commotionANGIER IS STANDING ON THE RAIL OF THE ROYAL BOX, thirtyfeet

above stalls.  He smiles down at the audience.

ANGIER (CONT’D)

Man’s reach exceeds his IMAGINATION!

The audience breaks into a MASSIVE STANDING OVATION.

INT. BORDEN’S WORKSHOP — DAY

Fallon is at the workbench, staring at a sketch of Tesla’s

machine.  Borden paces, AGITATED.

BORDEN

Why only 100 performances?  Do his

methods dictate it, or is it simply

a publicity move?

Borden walks back and stares at the sketch.

BORDEN (CONT’D)

Fifty yards in a second.  And all I

know is that he uses a trapdoor.

What’s going on under that stage?

EXT. PANTAGE’S THEATRE — NIGHT

The theatre is closed, and tree BLIND STAGEHANDS are

wreastling a TARP-WRAPPED BOX onto a cart in the alleyway

behind the theatre.

Fallon is watching from the shadows.108.

EXT. LABYRINTHINE STREETS — CONTINUOUS

Fallon shadows the cart as it slowly makes its way.

EXT. ABANDONED THEATRE — LATER

Fallon watches from further down in the alley as the Blind

Stagehands unload the box onto a dolly and wheel it through

the stage door.

He moves closer, then STOPS.  Seeing something.  CUTTER has

emerged from a nearby doorway and slipped through the stage

door.

INT. ABANDONED THEATRE — CONTINUOUS

The blind stagehand wheel the tarp-covered box to two LARGE

METAL DOORS in the floor of the auditorium and start hooking

it up to a winch.  The metal doors open with a metal HOWL…

Cutter slips down the aisle.  WATCHING.

BLIND STAGEHAND

WHO’S THERE!

The man turns precisely to Cutter, flasing his white eyes.

CUTTER

It’s Cutter.

BLIND STAGEHAND

What do you want?

CUTTER

I’m looking for Angier.

ANGIER

You found him.

Cutter turns.  Angier approaches.

ANGIER (CONT’D)

I told you, John- I don’t want you

backstage on this one.

CUTTER

What are they doing?

ANGIER

Disposing of the Prestige materials.

Cutter looks down at the BLACK HOLE in the floor.

CUTTER

What’s down there?

Angier looks at him, serious.109.

ANGIER

Do you really want to know?

Cutter considers Angier’s grave tone.

CUTTER

Perhaps not.

Cutter leaves by the stage door.

INT. BORDEN’S WORKSHOP — DAY

Borden sits at his work bench.  Fallon fiddles with his howler

hat.

BORDEN

They do this every night.  After

each performance?

Fallon nods.  Borden gets to his feet with a sigh.  Turns to

a POSTER on the wall- “The Great Danton Perform THE REAL

TRANSPORTED MAN- 100 SHOWS ONLY”

He studies the image of Angier.  There is a small DEVIL

looking over his shoulder.

BORDEN (CONT’D)

We’re done.

(turns to Fallon)

Let him have this trick.  You’re not

to go back there.  I don’t need to

know his secret.  Leave him alone.

Fallon puts on his hat with a shrug.

INT. PANTAGE’S THEATRE — EVENING

A packed house.  Many hands raised.  Move in on a BEARDED

MAN, his gloved hand tentatively rising into the air.  IT IS

BORDEN.

A GLAMOROUS ASSISTANT beckons Borden from the aisle.  He

shuffles along his row towards her.  Embarrassed.

Borden and four other VOLUNTEERS follow the Assistant down

towards the stage…

On which stands Angier, leaning on his cane, smiling.  Looming

over him is the large and complex ELECTRICAL MACHINE.  Borden

STARES at the machine as he mounts the stage.

Borden, FASCINATED, and the other volunteers look over the

vast machine.  As Angier GESTURES theatrically at the various

features of the metal and glass apparatus.

As the Assistant leads the Volunteers to the side of the

stage, Borden slips through the gas at the side of the

curtains-110.

INT. PANTAGE’S THEATRE, BACKSTAGE — CONTINUOUS

-looks around, disoriented, then darts for some stairs leading

below stage where he runs into a burly STAGEHAND.

STAGEHAND

Where’d you think you’re going?

Borden pulls off his beard.

BORDEN

I’m part of the act, you fool!

The Stagehand raises his eyebrows and steps aside.  Borden

RACES down below the stage.  Cutter approaches the Stagehand.

CUTTER

Who was that?

INT. PANTAGE’S THEATRE, ONSTAGE — CONTINUOUS

Angier throws switches on his machine.  As it GROANS into

life, SPARKING and CRACKLING, Angier gares at it, forgetting

his audience.  Entraced.  Possessed.

INT. BENEATH THE STAGE — CONTINUOUS

Borden fumbles through the darkned area, lit by flashes and

sparks through gaps in the boards of the stage above.  He

GASPS as a flash illuminates a STAGEHAND with SOLID WHITE

EYES sitting nearby.  Borden waves a hand in front of the

Stagehand’s face.  He is BLIND.  Borden moves on.

INT. PANTAGE’S THEATRE, ONSTAGE — NIGHT

Angier, facing the audience, steps backwards into the machine.

He looks up at the electricity sparking just above him.

INT. BENEATH THE STAGE — CONTINUOUS

Borden lights a MATCH.  In front of him is a LARGE GLASS

TANK FILLED WITH WATER, ITS LID PROPPED OPEN.  Borden frowns.

INT. PANTAGE’S THEATRE, ONSTAGE — CONTINUOUS

BOLTS of electricity draw inwards, wrapping Angier in a ball

of LIGHTING which CRACKSINT. BENEATH THE STAGE — CONTINUOUS

The ROOM fills with lIGHT as a TRAPDOOR snaps open and a

BODY DROPS INTO THE TANK.  The lid of the tank and trapdoor

above SNAP SHUT, leaving the tank, and Borden, in complete

DARKNESS.111.

INT. PANTAGE’S THEATRE, ONSTAGE — CONTINUOUS

The Machine sputters to a stop.  Angier is GONE.  The audience

sits, WAITING.

INT. BENEATH THE STAGE — NIGHT

Borden the tank, ANGIER IS DROWING.  His rolling EYES fixed

on Borden, he POUNDS desperetely on the thick glass, SCREAMING

BUBBLES…

Borden, HORROFIED, tries forcing the lif ot the tank open.

It’s sealed shut.  He leaves the tank and begins searching

around under the stage.  He finds a SPANNER.

Borden SMASHES again and again at the glass of the tank,

which spiders, then CRACKS, and finally GIVES WAY.

WATER bursts from the tank, sweeping Angier’s body into

Borden, and both of them onto gournd.

Above them we can hear YELLING.  Borden rolls Angier onto

his side and POUNDS on his back.  Water and blood OOZE from

the man’s lungs.  His eyes are dilated and lifeless:

ANGIER IS DEAD.

Borden is frozen, unable to move.

Cutter appears behind him, SHOCKED by what he sees.  Borden

turns to look at him, his eyes wild with confusion.

CUTTER

What did you do?

INT. MORQUE — EVENING

A MORTICIAN pulls back a sheet draped over a CORPSE.

Angier’s lifeless eyes stare up at us.  Cutter looks at

Angier, the up at the Mortician.  Nods.

JUDGE (V.O.)

Alfred Borden, you have been found

guilty of the murder of Robert

Angier…

INT. COURTROOM — DAY

borden stands chained to the dock.  The JUDGE has a piece of

black cloth draped over his wig.

JUDGE

You will, in one month’s time, be

hanged by the neck until dead.  May

the Lord have mercy on your soul.112.

INT. EVIDENCE ROOM, WAREHOUSE — DAY

A POLICEMAN shows Owens into the room, walking him past all

of the equipment to the far end where Cutter stands staring

at the MACHINE’S CRATE.

OWENS

Mr.Cutter?

(Cutter turns)

Owens.

They shake hands.

CUTTER

Thank you for coming, Mr.Owens.

It’s fallen to me to dispose of

Mr.Angier’s equipment.  Looking at

the manifest, it’s cleat that Lord

Caldlow has purchased the bulk of

the items.

OWENS

Mr.Cutter, if you needed to know

where to deliver the items you surely

could have justCUTTER

It’s not just that, Mr.Owens.  There

is a particular item

(turns to crate)

This time, in fact, that I wish to…

well, that is to say, I want toOWENS

You wnat to buy it instead.

CUTTER

I suppose so, yes.

Owens moves closer to the crate.  Sees the COLORADO SPRINGS

stencil.

OWENS

This is the machine?

(off look)

I’m afraid Lord Caldlow was adamant

about procuring this particular item.

CUTTER

Perhaps if I dould talk to Lord

Caldlow in person.

OWENS

Out of the question, I’m afraid.

Cutter nods.  Owens starts to walk away.  Turns.113.

OWENS (CONT’D)

of course, I suppose… if, in the

course of your delivery arrangements

your paths were to cross… I can’t

stop you from speaking your mind.

Cutter nods.

INT. CONDEMNED MAN’S CELL, NEWGATE PRISON — MORNING

Borden is sitting quietlt in a large cell.

Sullen opens the door.

SULLEN

(sardonic)

Still here, Borden?

Borden looks up.

BORDEN

For now.

SULLEN

Got a visitor.  Lord Caldlow.  With

a little girl.

Borden HURRIES to his feet.

EXT. PRISON YARD, NEWGATE PRISON — DAY

Borden, clutching an envelope, is escorted across the yard,

PEERING at the fence.  He catches a glimpse of this daughter

waling beside a man on the wooden section.

As Borden reaches the fence he CROUCHES to greet his little

girl, forcing the Sullen and the other Warder to crouch to

undo his chains.

BORDEN

Jess, how are you?

Jess SMILES at him and reaches through the fence.

BORDEN (CONT’D)

Are you alright?

She nods.

BORDEN (CONT’D)

I’ve missed you.  Fallon’s missed

you.  We both have.

Borden drinks in her gace, her hair.  She grasps the fence.

JESS

Can I come in there, Daddy?114.

BORDEN

Everything’s going to be okay.

It is only then that he notices the HAND ON HER SHOULDER.

He rises to come face-to-face with Lord CaldlowBORDEN (CONT’D)

You must be Lord-

-who is ROBERT ANGIER.  Risen from the dead.

ANGIER

(English accent)

Caldlow.  Yes, I am.  I always have

been.

Borden STARES at Angier.

BORDEN

I saw you die.

Angier just SMILES.

ANGIER

They flatter you with all those

chains, Alfred.  Don’t they know you

can’t escape without your little

rubber ball?

Borden says nothing.

ANGIER (CONT’D)

All I wanted to do was prove that I

was the better magician.  But you

couldn’t leave me alone.

BORDEN

You were always afraid to get your

hands dirty…

(looks down at his

Jess)

Not anymore.

ANGIER

No.  Not anymore.  And I win.  Because

no one cares about the man in the

box, the man who disappears.

BORDEN

You win.  But don’t take my little

girl…

Angier looks at Borden.  Bitter

ANGIER

I know how hard it is to have someone

so precious taken away, don’t I

(MORE)115.

ANGIER (CONT’D)

Borden?  But you can’t take her with

you know, can you?  She’ll be looked

after.  Good-bye, Professor.

Angier gently pulls Jess back from the fence.  She PROTESTS

Desperate,  Borden holds out the envelope.

BORDEN

Wait.  Don’t you want this?  You

paid for it.

ANGIER

Your secret.

Borden nods.  Angier steps up, takes the envelope.

ANGIER (CONT’D)

You always were the better magician,

Borden.  We both know that.

HE TEARS the envelope in half.  Then again.  And again…

ANGIER (CONT’D)

But whatever your secret was, you’ll

have to agreeHe tosses the peices on the ground.

ANGIER (CONT’D)

(victorious)

-mine is better.

Angier TURNS.

BORDEN

Angier!  Let me say good-bye.  Please.

Angier stops.  Lets Jess come to fence.  She is crying.

JESS

When are you taking me home, Daddy?

BORDEN

Soon.  I promise.  Soon.

ANGIER

For God’s sake, Borden.

BORDEN

Daddy’s coming, I promise.  I promise.

HereBorden PRODUCES his RUBBER BALL.  Jess looks at it.

BORDEN (CONT’D)

I promise.116.

Borden VANISHES the rubber ball.  ANgier pulls Jess back

from the fence and starts walking away.  Borden rises.

BORDEN (CONT’D)

You think this place can hold me,

Angier?

Angier continues walking Jess away.  Shaking this head.

BORDEN (CONT’D)

Angier!

Borden is alone.  He watches as the wind scatters the pieces

of his prestige over the muddy yard.

EXT. LARGE COUNTRY ESTATE — EVENING

Angier steps out of an ornate carriage with Jess.

INT. LARGE COUNTRY ESTATE — EVENING

Angier steps inside with Jess.  The HOUSEKEEPER comes to

take her.

HOUSEKEEPER

Come here, love.

(to Angier)

Sir, there’s gentleman waiting.

Angier looks at her, surprised.

INT. DRAWING ROOM, COUNTRY ESTATE — CONTINUOUS

Cutter is in the drawing room, looking at the carriage clock

on the mantle.  Angier enters.  Cutter spots his reflection.

CAPTAIN

Dead God.

ANGIER

Hello, Cutter.

CUTTER

You’re alive.

(Angier nods)

You’re Lord Caldlow.

(Angier nods again)

How?

ANGIER

(shrugs) *

I learned an American accent fromCUTTER

(Angry)

How are you alive, Robert?!  I saw

you on the slab, for God’s sake.117.

Angier fixes Cutter with a steady gaze.

ANGIER

I magician never reveals his secrets.

The Housekeeper appears with Jess at her side.

HOUSEKEEPER

Go on, child.

Angier smiles kindly at her.

ANGIER

Good night, Jess.

They leave.

CUTTER

Who’s the girl?

Angier says nothing.

CUTTER (CONT’D)

I’ve seen her.  I’ve seen her in

court with Fallon…

Cutter, realizing, looks at Angier, SHOCKED.

CUTTER (CONT’D)

(quiet)

What have you done?

ANGIER

She needs looking afterCUTTER

She needs her father, but you’re

letting him hang.  And I helped you.

Cutter moves to the door.  In a daze.  Pauses.

CUTTER (CONT’D)

I came here tonight to beg Lord

Caldlow to let me destroy that

machine.  But I won’t beg you for

anything.

ANGIER

You don’t have to.  I’m going to

make sure the machine. is never used

again.

(shrugs)

A good magician never repeats his

tricks.118.

Cutter considers this.  Makes a decision.

CUTTER

Then, Lord Caldlow, where would like

me to deliver it?

ANGIER

My theatre.  It belongs with the

Prestige materials.

Cutter lookd at Angier.  Sad.

CUTTER

I once told you about the sailor who

described drowing to me…

ANGIER

(nods)

He said it was like going home.

CUTTER

I was lying.  He said it was agony.

Cutter opens the door.  Angier watches him go.

EXT. PRISON YARD, NEWGATE PRISON — MORNING

Borden is at the fence.  Fallon is on the other side.

BORDEN

We go alone now- both of us.  Only I

don’t have as far to go as you.

Borden looks down at his feet.

BORDEN (CONT’D)

You were right.  I should’ve left

him to his damned trick… I’m sorry.

I’m sorry for so many things.  For

Sarah.  I didn’t want to hurt her.

Fallon wipes tears from his face.  Borden looks at him.

BORDEN (CONT’D)

Don’t cry.  Not for me.  Go live

your life in full.  For both of us.

Borden pulls the RUBBER BALL from his pocket and BOUNCES it

up and down.  He TURNS to be led back into the prison,

DROPPING the ball.

The ball bounces gently past the fence.  Fallon catches it.

INT. PRISON CORRIDOR, NEWGATE PRISON — MORNING

Borden is led along the empty corridor, braced by six guards.119.

The procession stops at a large windowless metal door, sunk

deep into the wall.  Sullen opens the door and Borden is led

inside.  As Borden passes Sullen he leans in to his earBORDEN

(quiet)

Are you watching closely?

Sullen stares back at him, terrified.

INT. DEATH CHAMBER, NEWGATE PRISON — CONTINUOUS

The room is low and small. Two parallel beams, eight feet

high, run from one wall to the other.  Hanging from the center

of the beams is a chain.  Below the chian is a trap door.

Sullen locks the door to the chamber.

EXT. LARGE COUNTRY ESTATE — DAY

Jess is playing in the grounds.  A NURSEMAID some distance

off chats to a GARDENER.

Jess looks up from playing.  Someone is there.  Cutter.

EXT. ABANDONED THEATRE — EVENING

A CART pulls up to the side of the theatre.

Cutter and two WORKMEN step down from the cart and move to

the back of it.  Cutter pulls the tarp off the back of the

cart.  Underneath it is the MACHINE’s CRATE.

INT. ABANDONED THEATRE — EVENING

The crate is sitting on the dolly in the auditorium.

CUTTER

Thank-you gents.

WORKMAN

Where do you want it?

CUTTER

Don’t worry.  Someone’s coming to

help.

The workmen levae.  Cutter looks at the crate.

Angier emerges from the darkness.

INT. DEATH CHAMBER

The warders remove Borden’s chains and shackles and replace

them with strong leather belts that bind his feet together

and his hands to his sides.

They shuffle him forward onto the trapdoor.120.

INT. ABANDONED THEATRE — NIGHT

Angier and Cutter load the crate onto a platform suspended

by a rope.  Angier pulls open the two metal doors sunk into

the floor.

Cutter begins turning a WHICH, lowering the crate into the

HOLE.  Angier indicates a pile of bricks and a bag of sand.

CUTTER

I’m bringing this over after we’re

done.

ANGIER

Cautions as ever, Cutter.  No one’s

going to use the place.  I own it.

INT. CELLAR, ABANDONED THEATRE — EVENING

Angier slowly climbs down a ladder from the hole to join

Cutter in the darkness below.

Cutter is standing next to the platform and the crate.  The

only night comes from a LANTERN Angier is carrying.  We can

see only a small flicker of the high moldy walls of the

cellar, but it is a large open space.

CUTTER

No room left- you couldn’t have

acommodated 100 performances.

ANGIER

It’s a good thing I retired early

then.

Angier puts the lattern and his cane on the lif of the crate

and the two men heft ir off the platform.

ANGIER (CONT’D)

We’ll put it down the end.

Angier and Cutter move into the darkness with the crate.

From the small pool of light afforded by the lattern, we can

see that they are navigating their way through a large space

filled with LARGE GLASS BOXES.

They arrive at the end and set the crate down.

CUTTER

I’ll go mix the cement.

Cutter looks at Angier, cold.

CUTTER (CONT’D)

Take a minute to consider your

achiviement.

Cutter turns.121.

ANGIER

Cutter, I tried not to involve you.

Cutter looks at Angier.  Nods.  Then disappears into darkness.

INT. ABANDONED THEATRE — MOMENTS LATER

Cutter comes across the stage and up through the auditorium.

Fallon is coming in the other direction.

As they pass they nod gravely at each other.

INT. DEATH CHAMBER, NEWGATE PRISON — DAY

Borden is held in place by the trapdoor by two warders.  The

HANGMAN walks up behind him and attaches a NOOSE to the chain

hanging above Borden.  He slips the other end of the noose

over Borden’s neck.  Positions it under Borden’s jaw.

INT. CELLAR, ABANDONED THEATRE — CONTINUOUS

Angier is alone bather in the lgiht of the lantern.  He turns

to the nearest glass box and smoothes a hand along its face.

ANGIER

(whisper)

No one cares about the man in the

box.

Behind him, a NOISE.

ANGIER (CONT’D)

(calling)

Cutter?

No responses.

INT. DEATH CHAMBER, NEWGATE PRISON — DAY

They WRDEN looks at Borden.

WARDEN

Alfred borden, on this day, in the

name of the King and the high court

of England, you will meet your end.

Do you have anything to say for

yourself.

Borden saus nothing.  The Warden gestures to the HANGMAn who

begins to PULL the lever.

BORDEN

(whisper)

Abacadabra.

The trap DROPS from under Borden and he FALLS into the room

below. His rope SNAPS to a halt-122.

INT. CELLAR, ABANDONED THEATRE — NIGHT

Angier PEERS down the row of glass boxes with the lantern.

ANGIER

(tense)

CUTTER?

Angier FREEZES.  He can hear a small THUD, THUD, THUD getting

closer, approaching from the darkness…

Angier FLINCHES as a RUBBER BALL bounces into the lightAngier DROPS his cane to CATCH the ball.  He turns it around

in his hands, confused.

Light EXPLODES around him as a GUNSHOT rings out.

Angier stands for a moment, confused, staring at the ball,

then COLLAPSES to the ground, clutching at his stomach.

Fallon’s BOWLER HAT breaks into the circle of light.  he is

holding a smoking pistol…

Angier drops the ball and it rolls across the floor, coming

to rest at Fallon’s feet.  But it is not Fallon’s gloved

hand that picks up the ball-

-it is a MUTILATED HAND, WITH 2 1/2 FINGERS MISSING.  Angier

looks up:

ALFRED BORDEN REMOVES THE BOWLER HAT AND TAKES A BOW.

ANGIER (CONT’D)

(weak)

You- you died.

Borden shakes his head.

Realization sweeps over Angier like a nightmare.

ANGIER (CONT’D)

A brother.  A Twin.

INT. BASEMENT — CONTINUOUS — FLASHBACK

Fallon DROPS into the coffin.  As fallon stares up at us, WE

SEE, FOR THE FIRST TIME,  SOMETHING FAMILIAR IN HIS FACE –

FALLON IS REALLY BORDEN IN DISGUISE.

ANGIER

You were Fallon.  The whole time…

Fallon/Borden’s face disappears as Cutter seals his coffin.

INT. CELLAR, ABANDONED THEATRE

Borden smiles.123.

BORDEN

We were both Fallon.  And we were

both Borden.

Angier considers this.  Minds spinning.

ANGIER

Were you the one who went into the

boxINT. STAGE — EVENING — FLASHBACK

As the ball bounces acroos the stage, Borden steps into the

cabinet, shutting the door behind him.

ANGIER (V.O.)

-or the one who come back out?

Borden steps out of the second cabinet and catches the ball.

INT. DRESSING ROOM — EVENING — FLASHBACK

A stagehand wheels the two stage cabinets into the dressing

room and leaves.  Borden holts the door after him.

BORDEN (V.O.)

We took turns.  The trick is where

we would swap…

Borden opens the first cabinet and pulls up the false bottom.

His TWIN BROTHER, in indentical stage clothes, uncurls himself

from the hidden compartment and hauls himself out.

INT. DRESSING ROOM — LATER — FLASHBACK

Fallon and Borden are seated at the makeup table.  Fallon

begins removing pieces of his costume and makeup and handing

them to the other brother.  As we watch,  THEY SWITHC

INDENTITIES.

INT. CELLAR, ABANDONED THEATRE — EVENING

Angier stares up at Borden.  Appalled.

ANGIER

Cutter knew.  But I told him it was

too simple.  Too easy.

BORDEN

Simple, maybe.  But not easy.

INT. WORKSHOP — EVENING — FLASHBACK

Both Bordens are standing at the workbench.  One brother is

gripping the other by his wrist and placing a CHISEL on his

finger.124.

He checks the placemen of the chisel against his own mutilated

fingers, adjust the chisel’s position, them picks up the

hammer.

BORDEN (V.O.)

Nothing easy about two men sharing

one life.

The second brother SWIGS from a gin bottle, then BITES down

a padded stick as the first brother BRINGS DOWN THE HAMMERINT. CELLAR, ABANDONED THEATRE — EVENING

Borden stares at his mutilated hand clasping the rubber ball.

ANGIER

What about Olivia?  And your wife?

BORDEN

We each loved one of them.  We each

had half a full life.  Enough for

us, but not for them.

Borden puts the ball in his pocket.  Tears in his eyes.

BORDEN (CONT’D)

Sacrifice, Robert- that’s the price

of a good trick.

Borden looks down at Angier with contempt.

BORDEN (CONT’D)

But you wouldn’t know anything about

that, would you?

Angier is dying.  He opens his mouth to talk, but his voice

is so wak that Borden has to stoop to hear him.

ANGIER

(very quiet)

I’ve made sacrificies.

BORDEN

It takes nothing to steal someone

else’s work.

ANGIER

It takes everything.

INT. ABANDONED THEATRE — DAY — FLASHBACK

Angier stands in front of Tesla’s machine.  Loading the

pistol.  He places the pistol by the machine…

Angier takes off his jacket and steps towards the HISSING

machine.  BOTLS curl themselves around him.

ANGIER HURLS HIMSELF INTO THE LIGHT.125.

This time we do not cut away.

The machine sputters out.

ANGIER IS STILL STANDING BENEATH IT.

ANGIER

(confused)

It didn’t work.

VOICE (V.O.)

Yes it did.

Angier turns…

ANOTHER ANGIER is standing on the chalk hashmark, STEAM rising

off his shoulders.

The first Angier lunges for the pistol and levels it at the

second Angier.

SECOND ANGIER

(horrified)

No, wait!  I’m theBANG!  BANG!  The firt Angier FIRES TWO SHOTS and, grimfaced, drops the pistol.  SHOCKED.  He stumbles back, in a

daze, clothes still steaming.

INT. CELLAR, ABANDONED THEATRE — NIGHT

Angier looks down, a slight smile on his face.  He gestures

to the lantern.

ANGIER

(weaker)

Do you want to see what it cost me?

You didn’t see where you are, did

you?  Let me show you.

Angier slumps to the floor as he tries to reach for the

lantern.  He can’t his hand to obey him.

ANGIER (CONT’D)

It took courage to climb into that

machine every night…

INT. UNDER THE STAGE — EVENING — FLASHBACK

A drowing tank, identical to the one we have already seen.

A blind stagehand sits behind it, smoking.

ANGIER (V.O.)

Not knowing if I’d be the Prestige….

Suddenly, a trap door flashes open as Angier falls from the

stage door and SPLASHES into the tank.  The lid snaps shut.126.

ANGIER (V.O.) (CONT’D)

Or the man in the box…

Angier pounds on the glass, frantic.  The blind stagehand

continues smoking.  Oblivious.

INT. WORKSHOP — DAY — FLASHBACK

Two hands SLAM shut on the lid of a birdcage.

The blind stagehand are wrestling a LARGE CRATE onto a cart

in the alleyway behind the theatre.

INT. CELLAR, ABANDONED THEATRE — NIGHT

Angier stops trying tomove and leans back, resigned.

BORDEN

(scorn)

You went halfway around the world.

You spent a fortune.  You did terrible

things… and all of it for nothing.

Angier looks up at him with his last spark of competitiveness.

ANGIER

Nothing?  You never understood, id

you?  Why we did this?

(coughs)

The audience knows the truth- that

the world is simple.  Miserable.

Solid all the way through.  But if

you could fool them, even for a

second, you could make them wonder.

Then you got to see something very

special…

(coughs, looks up)

You really don’t know?

Borden just stares at Angier.  Who smiles.

ANGIER (CONT’D)

It was the look on their faced.

Angier’s body TOPPLES over, KNOCKING over the lantern.  Borden

steps back as the oil spreads, flamming, fro the lantern.

CUTTER (V.O.)

Every magic trick consists of three

parts, or acts…

Borden watches Angier for a moment, then turns to leave.127.

INT. WORKSHOP — DAY

The workshop from the opening of the film.  We now recognize

it as Borden’s.  Cutter performs the bird cage trick for the

Little Girl we now know as Jess.

CUTTER (V.O.)

The first part is called the Pledge.

Cutter is showing far the canary.

INT. ABANDONED THEATRE — NIGHT

The burning lamp oil SPREADS LIGHT through the cellar…

CUTTER (V.O.)

The second part is called the Turn.

I take the ordinary something…

Angier lies in his pooling blood.

Angier’s eyes move around, looking at the shapes around him

increasing illuminated by the hellish light…

INT. WORKSHOP — DAY

Cutter WHIPS the shawl away-  cage and bird have disappeared.

CUTTER (V.O.)

But you wouldn’t clap yet.

Jess stares, EXPECTANT.  Cutter hols up his handkerchiefcovered hand…

CUTTER (V.O.) (CONT’D)

Because making something disappear

isn’t enough…

Cutter whips the handkerchief from his hand, revealing a

canary.  Just then, Jess SEES something and JUMPS off the

chest, running past him…

CUTTER (V.O.) (CONT’D)

You have to bring it back.

BORDEN IS IN THE DOORWAY- JESS LEAPS INTO HIS ARMS.  Borden

holds her tight.  Looks at Cutter, who is putting on his

coat.  Nods.  Cutter leaves.

Borden reaches into his pocket and hand Jess his rubber ball.

She smiles, then buries her head in his neck.128.

INT. ABANDONED THEATRE — NIGHT

Borden STOPS at the ladder.  He notices the shadows from the

burning oil playing on the walls…

CUTTER (V.O.)

Now you’re looking for the secret…

Borden turns slowly to look back into the cellar,  PEERING

into the flickering light of the burning lamp oil.

CUTTER (CONT’D)

But you won’t find it…

Borden stares back into the cellar.  What he sees puts a

look on his face that is beyond words:

LARGE GLASS TANKS.  DOZENS OF THEM.  ROW AFTER ROW STRECHING

INTO THE CAVERNOUS CELLAR.

CUTTER (CONT’D)

…because you don’t really want to

know…

FLOATING IN BACH AND EVERY TANK, DRESSED IN ROTTING STAGE

CLOTHES, IS YET ANOTHER ROBERT ANGIER.

INT. ABANDONED THEATRE — DAY

Cutter spreads MORTAT on the last BRICK of the wall he has

built in the opening to the cellar.

He places the brick in the wall, sealing it up.

EXT. FOREST — DAY — FLASHBACK

A cat slinks its way through a pile of top harts, knocking

one over as it disappears into the forest beyond.

CUTTER (V.O.)

…you want to be fooled.

We are left alone in the glade, staring at the top hatsFADE OUT.

CREDITS.

END.

The Dark Knight Rises – Script

THE DARK KNIGHT RISES

by

Jonathan Nolan and Christopher Nolan

Story by

Christopher Nolan & David S. Goyer

Based upon characters appearing in comic books

published by DC Comics

Batman created by

Bob Kane

Transcribed to PDF from:

“The Dark Knight Trilogy – The

Complete Screenplays”

Published July 2012 by Faber &

Faber Ltd. (UK)

In memory of the victims of

the tragedy in Aurora, CO, on

July 20, 2012.

FOR EDUCATIONAL PURPOSES ONLYT H E D A R K K N I G H T R I S E S

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 canapés 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 café by

the Arno… Any fine evening I

would sit there and order a Fernet

Branca…

INSERT CUT: Alfred seated in a café 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, grabs25.

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 Brice 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 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…Ra’s al Gh ¯ ul. Your ¯

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 Ra’s ¯

al Ghul is not to be trifled with. ¯

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 Ra’s al Gh ¯ ul. Who leads them ¯

now?

WAYNE

Ra’s al Gh ¯ ul¯ was the League of

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.

Waynne 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 OMITTED76.

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 BUM81.

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 Legue of Shadows, here

to fulfill Ra’s al Gh ¯ ul’s ¯

destiny…

Batman hurls himself at bane, throwing his 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 had – 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 the 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 Ra’s al ¯

Ghul’s destiny. We will destroy ¯

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 tight.

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.

String 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 string, 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 of 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 legens 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 other 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.

RA’S AL GH ¯ UL (O.S.) ¯

Did you not think I’d return,

Bruce?

Ra’s al Gh ¯ ul, in his Ducard guise, steps in front of Wayne. ¯

RA’S AL GH ¯ UL¯

I told you I was immortal.

WAYNE

I watched you die.

RA’S AL GH ¯ UL¯

There are many forms of

immortality.

Wayne looks inward, remembering…

INSERT CUT: Ra’s at the campfire (from ¯ Batman Begins).

RA’S AL GH ¯ UL¯

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 Ra’s. ¯

WAYNE

You were the mercenary. Bane is

your child. Your heir.

INSERT CUT: the Mercenary at the side of the road. Ra’s. ¯

RA’S AL GH ¯ UL¯

An heir to ensure the League of

Shadows fulfills its duty to

restore balance to civilization.

WAYNE

No…

RA’S AL GH ¯ UL¯

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!

RA’S AL GH ¯ UL¯

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.)

They 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 take, 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. Ir’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, than?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 into 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 your 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 Ben 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 – Ra’s al Gh ¯ ul¯

rescued me. That is why I mist

fulfill his plan. That is why I

must avenge his murder.

BATMAN

(confused)

The child of Ra’s al Gh ¯ ul made the ¯

climb -

MIRANDA (O.S)

But he is not the child of Ra’s al ¯

Ghul… ¯

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, Ra’s al Gh ¯ ul. They slaughter prisoners. Then ¯

stop. Ra’s al Gh ¯ ul has found Bane, bandaged. ¯

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.

Ra’s al Gh ¯ ul watches Bane training. Turns away. ¯

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 heel 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 heave 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 his 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 loses – 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 in 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. CAFÉ, 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. CAFÉ, 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. CAFÉ, 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.

END.