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Michelle Pfeiffer as Catwoman

Michelle Pfeiffer as Catwoman

BATMAN 90'S FRANCHISE

STORY:[]

Daniel Waters wrote a spin-off of the 90's Batman Sequal that would have stared Michelle Pfeiffer as Catwoman again set in a Las Vegas type town instead of Gotham City.

SCRIPT:[]

CATWOMAN

						  by

					  Daniel Waters

												 June 16, 1995

	IN COMPLETE DARKNESS

	A cat is heard moaning, at first gently, then unbearably.

	EXT.   A SNOWY PATCH OF GOTHAM CITY--NIGHT

	Coming out of the darkness, the viewer's viewpoint glides across
	a moonlit blanket of snow toward the cry of the wounded feline. A
	BLACK CAT is revealed twitching on its back amid the expanse of
	white. The viewer hangs over her only briefly before drifting
	forward...

	Like mismatched carpet samples, the patch of glowing snow cuts
	neatly-absurdly at a patch of sunscorched desert.

	EXT.   THE DESERT--DAY

	Easing all the way into the daylit desert, one catches sight of a
	lizard and gloms onto the creature's frenetic path, moving faster
	and faster across the parched land. Until Zap. The Lizard
	kamikazes into a grand electrified barricade.

	The viewer's viewpoint arcs over the fence, way, way, into the
	air to take in a spectacular view of the sparkling OASISBURG, a
	gorgeous urban island in a sea of dirt and sand. Major Emerald
	City vibe. As the viewer circles the city, day turns to night,
	lights blast on everywhere, and the voice of Selina Kyle
	insinuates onto the soundtrack.

					SELINA (V.O.)
			I do not know how I came to live in
			Oasisburg. No one ever DOES. But then
			I have forgotten what "is" and more
			to the point, what ever WAS.

	The viewer's viewpoint whooshes down into the city to squeamishly
	embrace its majestic tackiness. As frightening as it sounds, the
	city is a crazed amalgamation of LA-Vegas-Palm Springs-
	Disneyland.  Garish billboards shriek simple messages like RELAX
	and BE HAPPY.  People putter about not in cars, but in adorable
	golf-cart vehicles.

	The viewer makes a dazzling plow down the painful neon of the
	city's MAIN STREET toward an awesome edifice at the end. A Casino-
	and-more to end all casinos-and-more. A colossal sign proclaims
	it FRANK'S FUN PALACE.

					SELINA (V.O.)
			The most Hot and most Top tourist
			spot in the world--a place like all
			places only more SO. Was I, Selina
			Kyle, having fun with the fun of
			Oasisburg?  The answer is NO.

	The whooshing airborne tour of Oasisburg, Selina's narration, and
	whatever holy music is bellowing on the soundtrack all come to a
	dead halt outside a lit-up room in the middle of a bland office
	building.

	INT.  THE STARK ROOM OF BLANDNESS--NIGHT

	Beneath a flickering fluorescent, A GROUP OF UNHAPPY WOMEN sit
	slumped in a circle of uncomfortable chairs. Not very
	spectacular.  Heading the group in infinitely more upbeat dress
	and demeanor, as if on a first date, is an ultra-perky demon
	named DR. PENELOPE SNUGGLE.

				    PENELOPE
			We did it. We've won. Over the last
			years, there have been super changes
			for women and we should be pleased
			as, dare I say it, punch. Hand to
			back--proceed to pat. There are
			limits though; and Barbara, if you
			try starting your own business,
			you'll probably fail. I say that in
			the nicest possible way. Who's next?

					SAD WOMAN
			Hi, I'm Mona. And I'm a victim.

					THE GROUP
			Hi, Mona.

					SAD WOMAN
			My husband tried putting styrofoam
			down the garbage disposal. I told him
			he shouldn't do that--he just started
			screaming at me...

					PENELOPE
			I have one word for you, Mona. "Sh-h-
			h." It's a better for a woman's soul
			to take pain, than to give it out.
			Now have we all finished my new
			book...

	Penelope holds up a hardcover with a lame drawing of Catwoman--
	THE CATWOMAN COMPLEX by Dr. Penelope Snuggle.

					PENELOPE
			The Catwoman Complex of course refers
			to the fabled Catwoman--We all know
			the "tale," pardon the pun-- a couple
			years back, in where-else-but that
			gloomy heckhole Gotham City, a woman,
			all done up as a black cat, was
			supposedly sighted committing various
			acts of terrorism.  Whether or not
			she actually ever existed, this
			"Catwoman" has much to teach us--
			that the pursuit of power turns women
			into monsters and very unhappy
			monsters at that. Women, stop trying
			to be Catwomen and start being women.
			Who's next?

	A short, sweet pan is made from the Sad Woman to the completely
	bent-over woman beside her. She raises her head. It is the woman
	we know to be SELINA KYLE. And she has been through hell. With
	all her energy, she aches her voice into a barely audible,
	melancholy rasp.

					SELINA
			Hello, I'm Selina Kyle.

					THE GROUP
			Hi, Selina.

					SELINA
			And I'm a victim. I mean, that's what
			they tell me. I was brought into an
			emergency room in that aforementioned
			hellhole Gotham City-- scars,
			bruises, and bulletholes all over my
			body. Most interesting thing that's
			ever happened to me and I remember
			nothing. Nothing. My mother brought
			me back here to Oasisburg to "Relax"
			and "Be Happy," just like the
			billboards say. But it's hard, I...

	Selina is rudely cut off by a melodic chime sonic-booming across
	the city. All the women except Selina do a giddy, Pavlovian leap
	from their chairs and race to the window.

					(NO LONGER) SAD WOMAN
			It's the call for the Cult of Good!

					PENELOPE
			Be still, my heart..

	Through the ladies' POV, criminal activity is in progress down
	below.

	EXT.   MAIN STREET TOWN SQUARE--NIGHT

	AN ARMY OF MEN IN ZEBRA-STRIPED SHIRTS AND BLACK BERETS hustle
	out from the gaping smoking hole in the face of a bank. They race
	to a line of getaway golf carts. Their EYE-PATCHED LEADER shouts
	up at the melodic chiming.

					EYE-PATCHED LEADER
			Hurry men, those silly superheroes
			are coming...

	One golf cart zips off down an alley while another rumbles away
	down Main Street. Suddenly, a VAST BUT SLEEK VAN plows forth
	knocking the latter golf cart out of frame like a toy.

	Pouring out of every Casino, Hard Rock, amusement center, and
	putt-putt course on the block comes an overwhelming assortment of
	DELIRIOUS, "FUN"-WARDROBED TOURISTS AND CITIZENS. They encircle
	the crime scene as if it were an impromptu street carnival. They
	chant "Cult of Good, Cult of.." The crooks are too freaked to
	move.

	INT.  THE UNSPECTACULAR ROOM

	The women's group is drawn into the excitement of the crowd
	below.  A squeaky-voiced sweetheart named DIDI swings from the
	window to tug up her slumped-on-a-chair-friend Selina.

					DIDI
			Selina, you're missing all the
			heroics...Hurry!

					SELINA
			Do I have to?

	EXT.  TOWN SQUARE OF MAIN STREET

	The back door of the van sesames open. A tollbooth-size behemoth
	is the first to emerge with a sunglass halo wrapped over his eyes
	around his hairless head. Like his forthcoming partners, he wears
	red boots, a red cape, and a chestplate with a Cult of Good
	insignia. He is MAMMOTH.

	A YOUNG BOY WEARING A T-SHIRT WITH MAMMOTH'S IMAGE ON IT, raises
	his fists into the air.

					THE YOUNG BOY
			Mammoth!

	Next out of the van in the cape-boots-chestplate ensemble is
	SPOOKY. Lithe and limber and Asian, Spooky wears a red hood
	around the head with enough of the face exposed to give off a
	definite whiff of androgyny. The crowd makes an "OOO" noise. A TV
	REPORTER cuts in.

					TV REPORTER
			As you all know, the crowd's not
			booing, they're just shouting the
			name of the next Cult of Good
			crimefighter, "Spooky."

	Preening out of the van next, with perfect blonde hair and a silk
	eye mask barely impinging his beautiful face, is ADONIS. He has
	an adorably boyish jet pack on his back. The women in the crowd
	openly lose it, exploding into tearful, sweat-stroked Beatlemania
	wails.

					ADONIS
			Sometimes I think they love me as
			much as I do...

	INT.  THE UNSPECTACULAR ROOM--NIGHT

	The Women at the window follow suit.

					(NO LONGER) SAD WOMAN
			Oh, Adonis, it's Adonis, my
			favorite..my Adonis..

					PENELOPE
			So perfect, so beautiful..so, did I
			say perfect?

	Selina wearys up an eye-roll at her drooling group-mates.

	EXT.   TOWN SQUARE OF THE MAIN STREET

	Next out of the van, like a rock star taking the stage, with a
	very prickly head of hair, strange goggles, and a ratty leather
	jacket-beneath-cape, is the raucously cocky CACTUS. Cactus has
	only one good arm--his other arm is a piece of machinery
	resembling a small cannon.

					CACTUS
			You folks want to see a little
			morality tonight!  Yeah!  I can't hear
			you!

	The crowd goes crazier. A pack of WORSHIPFUL, WOULD-BE PUNKS in
	imitation jackets and goggles high-five each other.

					WOULD-BE PUNK
			Yes!  Cactus is raw!

	The crowd settles into complete silence. The army of Robbers are
	more paralyzed than ever by baffled fear.

	INT.  FRANK'S FUN PALACE

	Casino customers stop playing and drift to a big-screen T.V.

	INT.   THE UNSPECTACULAR ROOM--NIGHT

	The women lean their foreheads to the window. Even Selina is
	intrigued.

	EXT.   TOWN SQUARE OF MAIN STREET

					TV REPORTER
			I don't need to introduce the last
			man out of the van, the leader of the
			Cult of Good, our own personal savior--
			Captain God.

	In semi-slow motion, in an overpowering, all-encompassing yet
	elegant and uncumbersome Helmet comes the charismatic CAPTAIN
	GOD.  His voice goes through a crackling scrambler box in his
	helmet that makes his sound like the ultimate stiff straight
	white B-movie male authority figure of all time. Unholstering a
	very cool console, he remotes off the melodic chime.

					CAPTAIN GOD
			There is the law and there is
			justice.  There is the river and
			there is the dam.  There is the
			Danish and there is the English
			Muffin. In between there is only I.

	The moved-to-near-tears mob thunders up with sanctimonious
	cheers.

					ANGELIC CROWD MEMBER
			Captain God rules!

					OLD WOMAN
			God is good!

	The superhero Team ossify together into a perfect pose.
	Flashbulbs explode all over them as the tourists fire their
	cameras.

	Breaking from the paralysis, one of the ticked-off robbers pulls
	out a gun.

					GUN-TOTING ROBBER
			Is this a joke?

	The robber fires his gun right at an unblinking Mammoth, who is
	merely holding up his hands. The TV REPORTER cuts before the
	image.

					TV REPORTER
			Looks like this is one hooligan who
			forgot about Mammoth's "invisible"
			shield made from a new remarkably
			clear form of plexiglass, created in
			the lab of the Cult of Good's secret
			hideout.

	FOUR BAD GUYS

	converge on Spooky, who raises up a white fist-size box and
	politely addresses it.

					SPOOKY
			Spear.

	Extending out of the box like pulled-out antennas is a formidable
	makeshift spear. With jaw-dropping dexterity, Spooky spins and
	swirls the weapon battering away the knives of the hapless
	attackers. Yawning, the superhero sternum-pokes the first
	attacker to the ground.

	Then in one vicious helicopter gesture, Spooky cracks the back of
	one attacker's neck while crunching the jaw of another.  Without
	even turning to face him, Spooky over-shoulder-flaps back the
	spear down atop the attacker's skull, pounding him to the ground.

	CAPTAIN GOD

	fires a flame from the fingertip of a Power Glove he wears at a
	line of getaway golf carts.  One by one, they explode into
	flames.  The Eyepatched Leader uses the fireworks as an
	opportunity to flee through the awed crowd.

	INT.  THE UNSPECTACULAR ROOM

	Selina cringes away from the explosion sounds, holding her ears.
	Her group buddies continue to cheerlead. Selina rushes off.

	EXT.   TOWN SQUARE ON MAIN STREET

	A FLAMING CROOK is pulled across the frame by a runaway golf
	cart.  Cactus booms.

					CACTUS
			What a "drag."

					CAPTAIN GOD
			"Well done," Cactus.

	The two superheroes burst into laughter at their matching quips.
	Captain God turns to the viewer.

					CAPTAIN GOD
			In all seriousness, that one was for
			Little Billy. He's the real hero.

	INT.  A HOSPITAL ROOM--NIGHT

	Family, friends, doctors, Media, and a priest gloriously pat
	Little Billy who is in a body cast (autographed by the Cult)
	beaming up to Captain God on a hospital screen.

	EXT.   TOWN SQUARE ON MAIN STREET

	Gun emptying, the Gun-toting bank robber's entire face contorts
	into smooshed agony seemingly all by itself. Mammoth is revealed
	to be slamming him with his clear shield. As the robber crumbles
	to the ground before him, the Young Boy bobs up from his toy.

					THE YOUNG BOY
			Just like the Game boy!

	Mammoth slams two oncoming DESPERADO'S heads together crunching
	open their motorcycle helmets. He then roars to wildly applauding
	crowd. They toss peanuts which he devours out of the air.

					SPOOKY
			Oh, I wish they wouldn't feed him
			like that.

					CAPTAIN GOD
			Now he'll be up all night...

	INT.  A DINGY STAIRWELL

	As terrifying cheers and explosions reverberate all around her, a
	dizzy Selina lowers herself on to a stairwell, trying to keep it
	together. Regaining composure, she wobbles up.

	EXT.   TOWN SQUARE ON MAIN STREET

	Two SURRENDERING CRIMINALS stand one behind the other as Cactus
	approaches.

					FRONT SURRENDERING CRIMINAL
			We give up!  Please don't destroy us!

	Cactus twists a harpoon onto his non-arm. The Back Surrendering
	Criminal reaches to a gun stuck in the back pant of the front
	guy.  Cactus fires his harpoon.

					CACTUS
			Did somebody say "two-for-one sale?"

	The harpoon sails right at the single file criminals.

	INT.  FRANK'S FUN PALACE--NIGHT

	Instead of seeing the potentially yucky result, the viewer is
	given the deft sight of a toothpick-impaled-through-two-olives
	dropped into a martini, which is handed to the stern but smug
	MAYOR OF OASISBURG by the smug but smug Fun Palace owner FRANK.

					FRANK
			Wow, Mr. Mayor, a show like this is
			good for business...

					MAYOR
			Never has safety been so sexy and so
			exciting. I love my town.

	EXT.   TOWN SQUARE ON MAIN STREET

	Like the prettyboy posterboy that he is, Adonis has completely
	removed himself from the action to autograph magazines and other
	Bilia with his face on it. He is planting an uncomfortably deep
	kiss on a BARELY TEENAGE GIRL when he is tapped by Captain God's
	mighty finger.

					CAPTAIN GOD
			Hey, Hot Stuff. You're still on the
			clock...

					ADONIS
			Sorry, sir. The Cult is my life and
			my life is the Cult. By God, Captain
			God, I shall not fail you..

	Adonis squeezes up the handle that blasts on his jet-pack. He
	Canaverals up, arcing mightily into the air. He twists past the
	towering buildings and the lit-up room of the women's group. He
	gives them a thumbs-up. They squeal in pleasure, Penelope almost
	fainting.

	Back down in the Square, with a rebel yell, a pack of Robbers
	rush a very calm Captain God. CG presses his belt buckle causing
	an ABSOLUTELY BLINDING FLASH. The Robbers cower into
	incapacitated wobbles; Captain God strafes through them,
	effortlessly pummeling each to the ground.

	Cactus joins Captain for the stomping fun. Tourists delightedly
	cam-corder the action (the viewer briefly gets the video POV).
	Cactus takes a camera from A FAMILY.

					CACTUS
			Go on, get yourself a piece!

	Cactus proceeds to film the Tourist family giddily booting and
	flailing the robber. Burrowing through the crowd, Selina can't
	help but gape at this horrifying sight. Cactus swings the camera
	toward her.

					CACTUS
			Come on, babe, get in there, be a
			crimefighter for a day...

	Selina backs away and rushes off...

	EXT.   THE OASISBURG SKY

	Adonis looks down to see the getaway golf cart thrashing down a
	back alley. Adonis presses a button on his jet-pack. A silver
	ball drops out.

	EXT.   THE ALLEY

	The steel ball thuds atop the golf cart immediately outbreaking a
	billowing pink gas. The robbers immediately keel out of the
	crashing cart. A HOMELESS PERSON also thuds into a heap. So does
	a poor cat. So do some falling birds. So do some flowers ex-
	growing on a windowsill.

	EXT.   THE OASISBURG SKY

	Adonis laughs down to the cloud of harm.

					ADONIS
			Breathing is a bitch.

	He rockets past a billboard shining out "YOU'RE ON VACATION.
	JUSTICE IS NOT."

	EXT.   TOWN SQUARE ON MAIN STREET

	A DESPERATE HOODLUM makes a break for it. Cactus raises his
	cannon arm, putting in a small missile. He takes aim on the
	screeching away hoodlum. Captain God cuts in front.

					CAPTAIN GOD
			Cactus--shooting a man in the back is
			not very noble.

					CACTUS
			That is not a man, Captain God. That
			is Vomit accidentally born with two
			legs.

					CAPTAIN GOD
			Well. I stand corrected.

	Captain God takes a royal step back. Cactus fires his arm.

	EXT.   DARK OASISBURG STREET OFF THE SQUARE

	The running away hoodlum goes up in a purty puff of smoke in the
	background of a walking-forward, shuddering with her head down
	Selina Kyle.

	Suddenly, the Eye-patched Leader scurries out before Selina. He
	does a deer-headlight pose before continuing his escape. Selina
	re-trembles forward.

	The viewer notices a bulky, hunched-over figure on a rickety
	scooter puttering behind the faded heroine.

	EXT.   TOWN SQUARE ON MAIN STREET

	Cactus turns from the blazing-in-the-distance hoodlum.

					CACTUS
			Dat's gotta hurt.

	A patch of the crowd wearing "Dat's gotta hurt" T-shirts give
	cheering thumbs-up signs. Cactus high-fives them with his smoking
	cannon arm.

	A squad of HAPPILY INEFFECTUAL POLICE roll up in sirened golf
	carts to pile up the aching criminals. One suddenly leaps from
	the heap, lighting up a cocktail molotov. He sprints toward a
	massive store selling every kind of Cult of Good merchandising.
	Adonis whooshes to a landing, pointing and squealing.

					ADONIS
			Captain God, he's going for the
			Superhero Superstore!

	EXT.   THE ALLEY OFF THE SQUARE

	Selina spins around. Behind her, a withered but strangely
	pleasant, HUNCHED-OVER MEXICAN WOMAN WITH SEVERE DARK EYEBROWS
	rests upon an idling scooter.

					SELINA
			You again!  I told you to stop
			following me!  Who are--I have enough
			in my life that I don't need
			some...some Hag!  Get out of..

	Selina is silenced as a flash hits her eyes caused by the
	moonlight hitting something around the still-smiling Hag's neck.
	A key.

	EXT.   THE TOWN SQUARE OF MAIN STREET

	The Final Robber heaves back to throw his explosive at the store
	of Cult of Goodies.

					CAPTAIN GOD
			Crime does not Pay. Et cetera.

	Captain God raises up a remote and presses a button. Two laser
	beams eek from the eyes of two marble lions on each side of the
	store's doors. The beams zap-halt the Final Robber into an
	upright, quivering, standstill.

	The crimefighters approach, all extending their index fingers
	seemingly in order to tap him to the ground. At the last sec, the
	five superheroes lower their fingers and punch out with their
	other arms, sending the poor guy flying. The men go back into
	their trademark heroic pose. The flashbulbs re-commence.

	EXT.   THE ALLEY OUT FROM THE SQUARE

	Shaking off the obnoxious cheers of the crowd, Selina clacks
	forward. The sound of the scooter again coughs up again. Selina
	wields around...

					SELINA
			I said...!

	Selina stops herself. The Hag on the scooter is gone. The only
	thing behind Selina is a beautiful, black stoic cat. It blinks.
	Selina blinks.

	EXT.   THE FLASHBACK TO THE SNOWY PATCH OF GOTHAM CITY--NIGHT

	Again the viewer glides over the familiar carpet of snow toward
	the black cat wailing on her back. The Mexican Hag is revealed to
	be the owner of the POV, standing compassionately over the
	damaged feline.

	INT.  A TOO-GIRLISH BEDROOM--MORNING

	Selina awakens in the proverbial feverish sweat, zapped by bright
	morning rays. She quivers into an upright position on a flowery
	bed. The entire room is in fact quite suffocating in its
	preserved girlishness. She drowses up to a dresser.

	Atop the dresser is a sterling array of china and crystal
	figurines all depicting pirouetting ballerinas. They all seem to
	be staring at the ingrateful-for-the-attention Selina. With her
	finger, she topples one over.

	She then gives a downhearted stare to a framed photograph of
	herself-as-a-girl-in-a-ballerina-dress, arm-in-arm with her
	beautiful mother. The door opens. Selina's still-beautiful-but-
	severe MOM makes a live appearance.

					MOM
			You're late.

					SELINA
			Yes, Mother. Dear.

	Mom closes the door. Then opens it again. She firmly resets the
	toppled ballerina, then re-closes the door.

	INT.  KITCHEN--MORNING

	In pretty much deathly silence, Selina sits across from her
	mother (who reads a newspaper with a THE CULT OF GOOD SAVES
	ANOTHER DAY headline) at the kitchen table. Selina looks down to
	the world's smallest muffin on a plate before her.

					SELINA
			A hearty breakfast is the start of a
			great morning...

					MOM
			Oh, I forgot to tell you, you're on a
			diet...The fact you're still
			reasonably pretty is the one thing
			you got going for you.

					SELINA
				(mock-acting as it paid a
				 compliment)
			Oh Mommy, you're embarrassing me.

					MOM
			Is every single thing out of your
			mouth since your "accident" have to
			be a monotone mumble of cheap
			sarcasm?

					SELINA
			Maybe.

					MOM
			It's funny, I've heard of giving up
			finding a man and raising a family to
			pursue a career. And I've heard of
			foregoing a career to start a family--
			but I think you're onto something
			new, Selina. "Absolutely nothing"--
			Has a ring to it. I think it could
			catch on...How's that for sarcasm?

					SELINA
			Pretty good...Mom, I don't want you
			to think I don't appreciate...letting
			me stay, getting me the job--I've
			been a mess. I'm still a mess. It's
			just...we have to start having a
			different conversation. I can't
			take..

	Mom turns on a TV set on the kitchen table. Selina is miffed at
	the interruption, but lets it go. On-screen, Captain God press
	conferences in his comically "powerful" voice.

					CAPTAIN GOD (TV)
			Everyday I put on my helmet is a day
			I may die. We've all seen what has
			happened recently to superheroes in
			other cities.  It is a dangerous job,
			but I am proud to wear body armour,
			so you don't have to...

					MAYOR (TV)
			Thank you, God. Thank all of you,
			Cult of Good. You Men do us proud.

	The Mayor rips down a sheet revealing a statue of the superheroes
	artistically tangled in a spiraling totem with the Helmeted
	Captain at its top. Jaw-droppingly Phallic, don't you know.
	Selina pulls the plug on the TV.

					SELINA
			I'll take your abuse, but it's way
			too early for the sanctimonious Cult
			of Gag...

					MOM
			Oh, so now even the keepers of the
			city don't meet your
			standards...You're late.

	Mom exhales out of the room. Also drearily rising, Selina throws
	her uneaten muffin in the sink. She yanks up a venetian and
	recoils against the table. Through the glass, at the back of a
	golf-course green backyard is a GROTESQUE HUT. Even more
	disturbing, the Old Mexican Hag wobbles before the creepy
	domicile, stoking a fire.

					SELINA
			Mom...

	INT.  HALLWAY--MORNING

	Selina flutters around a corner ready to re-call out. She catches
	sight of her Mother doing an eerie, not unsexy, body undulation
	in the hallway mirror. Noticing Selina, she stiffens around.

					MOM
			Don't sneak up on me...

					SELINA
			Uh, it's just--that woman out there--
			that horrible Hag. She's the one who
			keeps following me on her creepy
			little scooter--And now she's built a
			hut in the back..Why did you...

					MOM
			Because she asked me--and I couldn't
			very well turn her down. Don't you
			remember-- of course you don't
			remember--that "Hag" is the one who
			brought you to that hospital in
			Gotham City. For what it's worth--
			currently not much--we owe her your
			life...When I think about a single
			woman in Gotham City--amnesia is
			probably the best thing that could
			happen to a girl like you...Oh, don't
			forget your visor.

	Selina reels back against the wall, processing the strange Info.
	Mom holds up a very goofy Oasisburg Visor.

	EXT.   MAIN STREET--DAY

	Selina steps out of the shadow provided by the BE HAPPY billboard
	and into the sizzling sun. Visor atop head, Selina trudges down
	Main Street. Everyone else on the citywalk and in the puttering-
	past golf carts wear the exact same mega-dorky visor.

	Selina scans to a single file lemming line of CHILDREN march into
	the superhero superstore. They come out the other end in Cult of
	Good T-shirts and bomber jackets, holding C of G lunch boxes,
	action figures and pennants.

	Selina trembles forward. A hungry pack of TOURIST WOMEN pant
	against the glass of a jewelry store, lusting over a showcased
	necklace.

					BAD MOTHER
			Oh, I'd give up my first-born to wear
			it for a day...

	The woman, wearing a "Kiss my butt, I'm on vacation" shirt turns
	from the pack to swat her YOUNG DAUGHTER.

					BAD MOTHER
			I told you to wait in the cart. I
			won't let you ruin my vacation.

	Rubbing her cheek, the daughter makes volume-speaking eye contact
	with an unstopping Selina. Selina comes to the end of the road,
	arriving at the earlier-seen monument to all that is tacky and
	misguidedly ostentatious--Frank's Fun Palace.

	INT.  CASINO FUN PALACE--DAY

	The viewer's viewpoint stays on Selina's side as she marches
	through the sliding doors of the Palace. She moves beneath a
	thermometer on the outside busting over 120 degrees to one in the
	inside that hovers in the low twenties.

	Selina immediately goes from drained swelter to stiffening
	shiver.  The place has a typically perverse Vegas Casino ambience
	amped to the next level of over-the-top. Owner Frank swings
	before Selina in a parka.

					FRANK
			You're late. I've got some good news
			and some good news. I'm giving you
			more hours and the new uniforms came
			in.

					SELINA
				(holding up nasty uniform)
			What's the good news?

	INT.  CASINO BACKROOM--DAY

	Selina lines up with a militarily erect group of other women all
	wearing the "new uniform" in its tight, hideous glory--short,
	wacky tutus with a hole appallingly cut out at the stomach; a
	retarded game show host's idea of sexy. The earlier-seen Didi
	leans back from the line to whisper to Selina (who holds her hand
	over her bare stomach).

					DIDI
			You shouldn't have left the meeting
			so soon. Adonis gave us a thumbs-up
			fly-by...

	Selina is prevented a response by a piercing whistle. A scary,
	bespectacled young woman in a masculine outfit and a droning
	voice commandants out. Her name tag reads ESMERALDA.

					ESMERALDA
			You know the drill, boys. When the
			whistle blows, you scoot to the next
			station. Memorize the new map--
			especially you Amnesia Girl.

	Esmeralda flaps over a blackboard revealing an absurdly
	complicated map of Palace dots.

					ESMERALDA
			Oh, Today's new rule: when serving
			cocktails, the porthole on your
			uniform should be turned to expose
			the base of your spine. Failure to do
			so will result in a fine. I don't
			make the rules; I just really enjoy
			telling you them.

					SELINA
				(mumbling)
			This can't be my life. This can't
			be...Could we fast-forward to the
			part where I commit suicide?

	Esmeralda narrows her eyes over to Selina. She pushes away her
	hand, revealing a bullethole scar on Selina's stomach.

					ESMERALDA
			Oh, what a treat for our guests. Look
			everyone, wounds. Take care of it.

	Esmeralda blows her whistle.

	INT.  WOMEN'S LOUNGE

	Selina, Didi, and an African-American woman named KELLY scrub the
	floor of a vast women's lounge.

					KELLY
			I've learned one thing in my life.
			Never go to work in a place where
			other people come to have fun.
			Nothing like the pressure to have a
			good time to bring out the worst in
			people.

					PAINFULLY DEMANDING TOURIST WOMAN
				(emerging from a stall)
			Kelly, I'm having another carpet
			crisis in my room. Now.

					KELLY
			Exhibit A.

	Selina laughs. Kelly rises, only half-good-naturedly speaking
	toward Selina.

					KELLY
			Ooh, the zombie laughs.

	Esmeralda pokes her head in and blows her whistle.

	INT.  DINING AREA--DAY

	In a bloody apron, a completely nauseated Selina sets down a
	gigantic plate of gnarled, scorched cow amid a ravenous table of
	Tourists, beneath an ALL YOU CAN MEAT sign. Esmeralda walks by
	blowing her whistle.

	INT.  MAIN FUN PALACE AREA

	With literally frozen smiles, Selina and Kelly serve a trayful of
	bizarre looking drinks to separate tables of ladies in Furs.
	After getting their 25 cent tips, Selina and Kelly step away,
	rubbing their arms to stay warm.

	Frank strolls by with a GROUP OF JAPANESE BUSINESSMEN. He gives
	Selina a pat on her exposed back.

					FRANK
			You know, Kyle, you're still pretty
			hot for a pre-Bicentennial babe...

					SELINA
			"Pre-bicentennial babe?"

					FRANK
			Yeah, as in born before..Ooh, I
			suppose it's "sexual harassment" to
			give a woman a compliment. Sheesh.
			Come on, gentleman...

	Frank leads the men to a mock-gold door marked the Gentleman's
	Club. Selina watches him shove in a gold card-key that causes the
	door to whir open...Before she can take a closer look, Esmeralda
	blows the whistle.

	LATER IN THE SAME PLACE

	A cut is made to Selina standing as a human statue in a water
	fountain in the middle of the casino. She tries to look to her
	watch. A whistle sound is heard.

	INT./EXT.  A BACK DOORWAY--DAY

	A trashcan wedges open one of the casino's sliding doors. It
	hiccoughs against the can as the women workers fall into
	exhausted, relaxed positions. Selina bites into an apple. The
	others look to her as if she burped.

					SELINA
			What did I do?

					WOMAN WORKER
			Oh no, it's nothing, it's just you
			know, the whole eating thing--I mean,
			considering the new uniforms..

					KELLY
			I could design a great uniform. I
			don't mind wearing something
			degrading if it's interesting, but
			god, this thing...

					DIDI
				(sighing)
			What would we do without this doorway--
			where Africa meets the North Pole.
			The only place in this entire city
			that feels just right...

	The Women simultaneously release their tension and lean back into
	well-earned, but vague bliss. Ruined by Esmeralda.

					ESMERALDA
			Are you ladies enjoying your break?

	She obnoxiously blows her whistle and tugs away the trashcan, the
	women bob behind the closing sliding door.

	INT.  SALON AREA

	In a small, tiled salon area at the edge of the Palace carpet,
	Selina, Kelly, and Didi concurrently manicure, pedicure, and
	facial the Painfully Demanding Tourist.

					PAINFULLY DEMANDING TOURIST
			You girls listen to me. That's when
			Oasisburg was Oasisburg--before the
			foreigners...

	Didi removes a hot towel from the Demanding Tourist's face. She
	looks off, suddenly mellowed.

					PAINFULLY DEMANDING TOURIST
			What. is. that?

					DIDI
			It's an every woman's dream.

	Selina swings her head. As Didi coos out his bio, the viewer
	takes in the slow motion sight of the magnetic, man's man of
	Madison County, BROCK LEVIATHAN, making a charisma-drenched
	entrance from one end of the casino. A black Doberman trots next
	to him.

					DIDI
			His name is Brock Leviathan and he's
			a real architect.
			A true maverick in his field, Brock
			has designed some of the most unique
			yet functional structures on the
			planet, including this very Fun
			Palace. World Traveler, Sculptor,
			Loner--during a fishing trip last
			year in Baja, he caught the second
			biggest Marlin on record.  Without a
			doubt, the most eligible bachelor in
			Oasisburg...

					KELLY
			Not so fast, here comes my vote...

	Selina swings her head the other way. More of a sly, nimble
	charmer than the muy macho B. Leviathan, LEWIS LANE makes an
	equally attractive slow-motion stride from the opposite end of
	the Fun Palace.

					KELLY
			He's Lewis Lane, last of the serious
			journalists. The Oasisburg Times paid
			a bundle for him. Lewis won a
			Pulitzer for his first hand account
			of the Corto Maltese revolution.
			Excellent chef and a renowned Jazz
			musician with a cult following in
			Europe, no woman has captured his
			heart--but I think he used to date
			Bjork.

	The strutting Brock and Lane bump into each other, ending the
	slow-motion. They give each other cool glances. Taking everyone's
	attention, Brock's Doberman suddenly skids onto the tile of the
	salon area. Selina tugs it out, while the dog delightedly licks
	the heck out of her.

					BROCK
			He likes you. Kincaid and I have
			always had similar tastes...

					SELINA
			In women?

					BROCK
				(putting her on)
			No, in art. I try not bring up women
			around Kincaid. It's a sore spot
			between us. Long story..

					SELINA
			I'll bet. Funny, for some reason, I
			don't think dogs are supposed to like
			me.

					BROCK
			You say that like an amnesia victim.

					SELINA
			Guilty. I am.

					BROCK
			Ouch. I hope you're not offended by
			aggressively curious men.

					SELINA
			I don't know. I can't remember.

	Kincaid wags away. Brock gives off some simmering, smiling eye-
	contact before moving off after him. Selima turns back. Lewis
	Lane is facing her, also smiling.

	THE WOMEN

	gape at the sight of Selina turning from Brock to Lane.

					PAINFULLY DEMANDING TOURIST WOMAN

			Shameless Hussy.

					KELLY
			A-men.

	LEWIS LANE

	contemplates.

					LANE
			A genuine woman of mystery in
			Oasisburg.  Amnesia. Bulletholes in
			exposed stomach badly concealed with
			body make-up.  Beautiful, intelligent
			eyes that have no business in
			"Frank's Fun Palace" or anybody
			else's Fun Palace for that matter..

					SELINA
			Uh. "Thanks?"

	A too-nearby Esmeralda glares at the flirting Selina. She blasts
	her whistle making Selina wince.

					LANE
			Pity. Onto the next station.

	A smiling Lane smooths off to the mock-gold Gentleman's Club door
	and cards himself in. Selina narrows her eyes for a forbidden
	peek.

	Selina's POV sees a group of CIGAR SMOKING MEN mesmerized up to a
	back-to-the-viewer DANCER in a perceptibly feline outfit. The
	dancer is moving her body in an echo of the dance Selina's Mom
	did in the hallway mirror. Wait, could that actually be..The door
	whines shut.

	INT.  BACK AREA

	Esmeralda is handing out checks. The Women Workers excitedly snap
	them, deflating by actually looking at them.

					SELINA
			Oh. I think I'll run out and
			buy...gum.

					KELLY
			Did you know we make thirty percent
			less than what a man makes on the
			job?

					DIDI
			You mean, there are men who have this
			job?

					KELLY
			Uh, I was speaking hypothetically.

					ESMERALDA
			Quit griping--it's not like you have
			"skills" or better yet, "hidden
			potential."

	Sighing but resigned to her new life, Selina neatly folds her
	check and departs out the backdoor exit.

	EXT.   ALLEY BEHIND THE FUN PALACE--DUSK

	Selina comes out into an alley, going into her sad, trudging
	mode.  She turns to a familiar sputter behind her. The Old Heavy
	Eyebrowed Mexican Hag is trailing in her rickety scooter. Selina
	tentatively scuffles back toward the scooter causing the Hag to
	buzz away.  Selina breaks into a run, pleading out.

					SELINA
			Wait--please!  Strange old hag person,
			come back!  I need to ask you-- please!

	The Mexican Hag twists to a stop. She smiles. With a happy
	exhale, Selina races forward--when suddenly Selina drops into a
	hole.

	INT.  THE HIDEOUT OF THE CULT OF GOOD--DUSK

	After a somersault down through the air, a shocked-at-her-own-
	physicality Selina lands on her feet--behind a stack of boxes
	marked CLASSIFIED GADGETRY. The tribal sounds of beating drums
	can be heard further freaking her out. Selina squeezes through
	the stacks of boxes toward the drums. She is in the Hideout of
	the Cult of Good.

	The level below Selina and the boxes is decked out with the usual
	higher-tech fact-finding machinery found in any good superhero
	lair. More to the point, at the center of the hideout is a round
	table around which stand Captain God, Cactus, Spooky, and Adonis
	solemnly beating their own drum. They stop so Captain God can
	speak in his abnormally-normal voice.

					CAPTAIN GOD
			We are the Cult of Good, secretly
			formed without knowledge of each
			other's identities, we live to make
			evil die, to serve mankind by--yeah,
			yeah, you know the rest..

	The superheroes loosen up and kick back around the table.

					CACTUS
			Boss-man, what were you going on
			about last night: "I am the Law and I
			am the Danish..."

					CAPTAIN GOD
			I don't know what I was saying. I
			totally phoned it in last night. I
			haven't been getting a lot of sleep
			lately...

					ADONIS
			The crowd bought it.

					CAPTAIN GOD
			Crowd always buys it. What do we got?

					SPOOKY
			The shopkeeper on 13th street won't
			drop the lawsuit--He still claims one
			of the lasers we fired at the Jenkins
			gang burned down his store..

					CACTUS
			I hate innocent bystanders.  Whine,
			whine, whine. Will he settle?

					ADONIS
			God, can I have tomorrow off?  My new
			cereal is coming out and they want me
			to sign boxes over at..

	THE UPPER LEVEL

	Selina huffs into a half-smile down to the strange conversation below.

	THE LOWER LEVEL OF THE HIDEOUT

	Captain God bellows through his Darth Vaderesque voicebox.

					CAPTAIN GOD
			Do I have to remind everyone that in
			two days, we'll all be dead. The Cult
			of Good will be a memory. I don't
			want to hear about lawsuits or
			cereals. We have a secret mission...

					ADONIS
				(jiggling red hotline phone)
			I still have to call my agent--my
			techno-single just made the hot
			100...what's with the phone?

					CAPTAIN GOD
			You have to dial nine first.

	Suddenly, an entering, roaring Mammoth hurls the seen-last-night
	Eyepatched Leader of the Robbers onto the table, chained.

					MAMMOTH
			Mammoth bring bad guy...Mammoth not
			big and stupid.

					SPOOKY
			Of course not, Mammoth. Sit, Mammoth.

	SELINA

	hunches forward, eyes ever-widening in fascination.

	CAPTAIN GOD

	coolly clambers atop the table to stand over the defiantly
	seething Eye-patched Leader.

					EYEPATCHED LEADER
			I thought we had a deal!  The way it
			always worked!  We give you some, you
			give us some!  The bank robbery last
			night was supposed to be guaranteed
			superhero-free!  Captain God, you gave
			me your word!  I don't get it, the Cult
			of Good was getting 40 percent of the
			cut!

					CAPTAIN GOD
			I know, I know, I feel bad, Esse--
			You see we're getting out of this
			Burg the day after tomorrow--And
			honestly we just don't care
			anymore...

	The Cult of Good rumbles into laughter. Captain God kicks the Eye-
	patched Leader into a roll off the table.

	SELINA

	is too petrified to move.

					SELINA
			Oh, I really need to be overhearing
			this conversation...

	THE LOWER LEVEL OF THE HIDEOUT

	Spooky and Cactus unchain the more-confused-than-ever thug.

					EYEPATCHED LEADER
			Day after tomorrow?  You're the keepers
			of the city--You can't just leave--
			You run this town. I don't
			understand.

					CAPTAIN GOD
			I know you don't understand. That's
			why we're laughing...

					CACTUS
			Don't worry about us, hoodlum. We're
			giving ourselves a hell of a going
			away party--one that this cheesy city
			will never forget. We do it in every
			city we go to...

					EYE-PATCHED LEADER
			"Every city you go to?" What..

					ADONIS
			Cactus, I can't believe you just said
			all that...

					CACTUS
			Oops--my face must match my cape. And
			to think we were going to let you
			go...

	Spooky twirls up her leg to boot the Eye-patched Leader into a
	rolling chair. Cactus does a sock to the stomach that sends the
	chair and the crook flying across the Hideout floor until stopped
	by Mammoth's fist.

					ADONIS
			I vote "Car Wash."

					MAMMOTH
			Car wash...Car wash...Car wash.

					CAPTAIN GOD
			Well, we spent enough time building
			the damn thing, might as well use it.

					SPOOKY
			A bit sadistic, don't you think,
			Captain...?

					CACTUS
			A bit sadistic?  That's the point.
			What's gotten into you, Spooky?  Our
			last week in a town, we follow one
			rule. No rules.  Car wash, it is!  Good
			luck, man.

	With LA Cop sense of unearned superiority, the superheroes amble
	to the terrified Eye-Patched Leader. Captain God pulls a lever
	and a piece of floor slides open. Cactus and Mammoth drag the
	thug into the indiscernable-to-the-audience hole, then bound out.

	Captain God presses a button marked CAR WASH. A gear-whining
	noise is heard along with some other unusual sound effects...and
	finally a loud scream.

	SELINA

	recoils back in horror, knocking one of the boxes into a
	teetering-on-its-last-splinter position.

	THE LOWER LEVEL

	Hovering over the opening, the Cult of Good flinch back with
	disgusted but highly amused "Ooohing" noises.

					CACTUS
			"Dat's gotta hurt!"

					SPOOKY
			He didn't remember to roll up his
			window...

					ADONIS
			Three seconds--I think we have a new
			record...

					MAMMOTH
			He didn't even try!

	The sound of a falling box from above silences everyone. Captain
	God enunciates in his very best California Highway Patrol voice.

					CAPTAIN GOD
			That is either a very big rat. Or a
			very big problem. Either way, kill
			it.

	THE UPPER LEVEL OF THE HIDEOUT

	Selina does a weary cringe to the fallen box behind her.

					SELINA
			Hidden witness accidentally makes
			noise to call attention to herself--
			How original.

	Selina dives under a tarp on the floor. The superheroes scramble
	to the upper level, pushing away piles of merchandising and
	kicking up boxes. Cactus smokes toward the flimsy tarp.

					MEXICAN HAG
			Hola.

	Everyone erects themselves from searching positions. Cactus spins
	from the tarp. Selina pokes her eyes out. Ever grinning, the
	Mexican Hag plainly reveals herself to the astonished masters of
	the universe.

					CACTUS
			Oh, Senorita, this may not be the
			biggest mistake of your life, but it
			is your last.

					MEXICAN HAG
			Hola.

	Cactus makes a cocksure step. With panther quickness, the old
	woman lowers herself and swings out with her legs, tripping up
	Cactus.  With samurai skill, she crunches Mammoth's knees, deftly
	eludes a diving Adonis, and twists and elbow in Spooky's face.

	Captain God statuesquely mounts the steps to watch his team being
	outflanked by the little lady. He raises up his Power Glove and
	fires his finger.

					CAPTAIN GOD
			Adios.

	Hit by a very powerful bullet, the Mexican Hag slams back against
	the upper-level railing, crumpling in a heap. Selina shudders,
	biting down a horrified squeal.

					CAPTAIN GOD
			Well, you don't see that everyday.
			Somebody tell me what's the deal with
			Frida Kahlo here?

					SPOOKY
			Just a homeless woman. Wrong place.

					CACTUS
				(laughing)
			Right time. That was kind of fun. She
			had spunk.

					CAPTAIN GOD
			Why am I still troubled...

	The melodic chiming noise fills the air. Everyone sighs.

					CAPTAIN GOD
			Who's got the keys to the Van?

	The superheroes charge down the stairs. A shattered Selina crawls
	from the tarp. Tearing up, she eases up to the Hag, whose face is
	bathed in a beatific light.

					SELINA
			Oh no, no, you hideous,
			hideous..beautiful woman. I can't
			stand another mystery in my life, I
			really can't. You led me into the
			hole, didn't you?  You wanted all this
			to happen..Why?

	A noise. Selina shudders--to the sight of the black cat creeping
	from the rubble. Selina clings her up and sorrowfully pets her.
	The cat gently slips out of her grasp to curl next to the key
	around the Hag's neck. Selina stares.

	EXT.   THE KYLE BACKYARD

	Shining by the moon, the key seems to bob disembodied across the
	night, until Selina emerges from the darkness, wearing it around
	her neck. She is holding the cat in an almost zombie walk through
	her mother's backyard toward the Hut.

	INT.  THE HUT--NIGHT

	Selina flaps into the Hut of typical mystical Hag decor: Chipped
	crystals, smoking roots, scribbled curses, all illuminated by
	disturbing candles. Selina drifts by it all toward an ancient
	wondrous chest and its sparkling-by-candlelight keyhole.

	Selina shoves the sweat-covered key over her neck and into the
	hole. Click. Selina lets go of the cat, who clumps into a
	comfortable witness position. Selina opens the chest. Inside is
	the Catwoman outfit. Its mask. Its whip. Selina falls to her
	knees.

	EXT.   SNOWY PATCH OF GOTHAM CITY--NIGHT

	Again, the viewer glides across the snow of Gotham City, joining
	the Old Mexican Hag as she tiptoes toward the wailing cat--only
	the cat is not a cat anymore. Selina in the Catwoman outfit is
	writhing on the white ground, bloodied and bruised.

	INT.  THE HUT--NIGHT

	Clenching the outfit out of the chest, Selina crashes to her side
	in the dirt with body-racking cackles that veer into cat
	screeches.  Selina cuts off, her eyes dead-open.

	EXT.   THE SNOWY PATCH OF GOTHAM CITY--NIGHT

	On the moonlit white, Catwoman has calmed into a graceful
	slumber.  Legs approach. They belong to Selina Kyle. Her own
	Prince Charming, Selina kneels and twists to give Catwoman a
	soulful kiss.  Catwoman's eyes open. Wild winds begin to blow the
	Gotham snow.

	EXT.   OUTSIDE THE HUT--NIGHT

	Wild winds swirl around the hut in Oasisburg. Selina emerges in
	the historic Catwoman ensemble, pulling the mask on. The viewer's
	viewpoint swirls upward...

	INT.  SELINA'S BEDROOM--NIGHT

	The sexy, lazy tempest knocks open the window of Selina's
	childhood bedroom, jostling everything out of its precious order.
	The army of ballerina figurines splatter everywhere. Mom flusters
	into the room to batten down. She looks out the window and gets a
	quick glimpse of a strange figure slitting into the night. Mom's
	reaction is hard to gauge.

	EXT.   ABOVE OASISBURG--NIGHT

	The viewer does an awesome, city-wide Zeus POV plunge into
	glamorous Oasisburg. The lit-up billboard emblazoning "Be Happy"
	nastily collapses out of the pretty picture.

	EXT.   THE ROOFTOP OF THE BILLBOARD--NIGHT

	Heaving a sledgehammer to a rest upon her shoulders, Catwoman
	rises up before the Moon. Her eyes dart over to another building
	topped off with a billboard imploring "RELAX." She scowls.

	EXT.   MAIN STREET PROMENADE

	FAMILIES and COUPLES pretending to be in love, all dressed in
	we're-having-fun clothing, promenade the Disney/CityWalkesque
	main street. Before they can break out in song, the RELAX
	billboard comes crashing down between them all sending everyone
	shrieking.

	The Jewelry-Loving Bad Mother is trying to Instamatic the
	precious necklace. Her henpecked Daughter points to the rubble.

					DAUGHTER
			Mom, did you see that?

					BAD MOTHER
			I told you not to interrupt me...

	Again, the Bad Mother spins to slap her daughter. A black
	leathered hand with sharp homemade fingernails intercepts the
	gesture.

					CATWOMAN
			Mothers shouldn't hit their
			daughters...Alas, we are not related.

	Catwoman angrily paw-pushes the Bad Mother's face, sending the
	woman down on her behind. Setting off an alarm, Catwoman punches
	the jewelry store glass and rips out the adored necklace. She
	flings it up into a massive electric bug-catcher that causes a
	sizzling explosion that anguishes the Mother and delights the
	Daughter.

	Alarm blaring away, Catwoman prances forward. The Starbuckian
	Crowd squeamishly backs away, but is too mesmerized to run. A
	COCKY FRATERNITY GUY in an "Oasisburg U.--where Education Comes
	Third" T-shirt presses to the front of the crowd.

					COCKY FRATERNITY GUY
			Hello--You people idiots?  It's a
			woman, folks. I don't care what she's
			wearing, I'm...

	Catwoman casually launches her arm, uncoiling her whip with a
	lightning snap. It seemingly perfectly stings into the Cocky
	Guy's mouth. He holds his face in blistering pain.

					CATWOMAN
			Catwoman got your tongue?

					COCKY FRATERNITY GUY
			(An incomprehensible mouth-damaged
			moan).

					CATWOMAN
			That's okay. It was a rhetorical
			question.

	The Fraternity Boy charges forward. Catwoman calmly rolls over
	his bearing-down back. She sweetly backkicks his face sending the
	young man ramming into the store alarm, crunching it into
	grateful silence. Catwoman happily sighs, fingering into her mock-
	ears. The dumbfounded tourists fumble up their camera equipment
	and explosively fire.

					CATWOMAN
			Please, please, no flash photography.

	A PLANET-HOLLYWOODY DOORMAN IN A GOLD BOMBER JACKET breaks toward
	a big red-button, labeled the CULT OF GOOD, set up on the corner
	like a mailbox.. He is right about to reach it when the whip
	wraps around his ankles. Catwoman tugs him into a thud.  Then
	saunters to the button herself with a Cheshire smile.

					CATWOMAN
			Come out and play..

	Catwoman whams the red button. The melodic alarm fills the air...

	INT./EXT.  SUPERHERO VAN ON NORTH MAIN STREET

	The Cult of Good Van blitzes toward the viewer, a periscope
	popping from its top.

	The superheroes are crammed together in the 70's shag-carpeted
	interior of the Van. Cactus mans the periscope.

					ADONIS
			I thought we were going to take it
			easy until the Mission...

					CACTUS
			This looks promising...

	The Infra-Red Periscope view shows the crunched "RELAX"
	billboard.

	EXT.   MAIN STREET PROMENADE

	The Van screeches into a half-doughnut stop. The superheroes
	casually pop out like clocking-in factory workers. Their calm is
	wounded by the sight of a line of tourists and citizens crouching
	in silence on the sidewalk.

					SPOOKY
			Leave the Van running..This shouldn't
			take long...

					ADONIS
			Hello, Oasisburg!
				(noticing fear of crowd)
			What's everybody's problem...

					CAPTAIN GOD
			Apparently...That.

	Enchantingly curled in the middle of the street, Catwoman is in
	adorable slumber mode. Not waking, she bats a fly from her face.

					SPOOKY
			What's the catch?

					CACTUS
			Ooh, I've read about this philly.
			She's the one who gave that wimp
			Batman all those migraines up in
			Gotham...

					MAMMOTH
				(childlike)
			Kitty...

					CAPTAIN GOD
			Back Mammoth. I want someone to harm
			her, not cuddle her...

					CACTUS
			I don't know, Boss, you saw what the
			big guy did to the last kitty we gave
			him.

					CAPTAIN GOD
			How could I forget. Mammoth--go pet
			the kitty.

	Mammoth approaches the nestled Catwoman. And stomps down on her.
	Her stomach recoils back just enough to make a miss. Confused and
	enraged, Mammoth stomps again. Catwoman does a quick roll that
	ends with her resting against her elbow as if watching TV on the
	carpet.  She awakens with a yawn.

	Mammoth rushes for a kick. As if pulled by a Puppeteer, Catwoman
	uncoils into a standing rest against a lamppost. Mammoth rotates
	for another rhino charge. Instead, Catwoman bolts toward him.

	She ballets up to a tiptoe rest upon his belt buckle. Then swings
	around with her other leg. Mammoth is thwacked into a stumble
	back.  He lets off a Stoogesque whinny of frustration as Catwoman
	completely unwinds back into her original dozing position.

					CACTUS
			Stand off, Curly. Learn from the
			master.

	Affixing a whirring drill bit to his mechanical arm, Cactus
	strolls forward. In a surprising flash, he comes down hard with
	the drill.  Catwoman's stomach flies back an absurdly far
	distance back. Cactus comes down again.

	Catwoman does a full leg spread to make a miss. She then scissors
	her legs around the drill, snapping it off.

	She somersaults up, weaving from Cactus's determined punches.
	Catwoman then savagely Rockettes up her leg. With immense self-
	satisfaction, Cactus snares it by the ankle.

					CACTUS
			Nice leg, baby.

					CATWOMAN
			Thanks. I have two.

	Using her held leg as leverage, Catwoman completely spins the
	other half of her body into the air cracking Cactus's skull with
	her free leg. She lands on her feet. Cactus lands in a heap.

	The earlier-glimpsed Young Boy in the crowd glumly lowers his
	beeping Toy.

					THE YOUNG BOY
			This isn't like the Gameboy..

					CATWOMAN
			Learn to read, you annoying little
			brat!

	Catwoman strips the toy from the traumatized boy and flings it
	into a more-emotionally-than-physically hurt Mammoth's face.
	Catwoman laughs, not noticing Captain God making a stealth move
	to her side. She darts a look to him as he raises his literally
	trigger finger.  A beat.

	He fires at her head and her head snaps back. With a sultry grin,
	Catwoman reels in. And spits out the bullet. She confidently
	opens up her mouth again. Captain God pulls out a machine gun
	from around his back. Catwoman's face drops, her mouth comically
	remaining open. Drawbridging back up, Catwoman dives behind some
	trashcans as Captain God fires the machine gun.

	With his jet-pack, Adonis swooshes down behind a rising-up-behind-
	a-lamppost Catwoman.

					ADONIS
			I wish I didn't have to hurt you so
			soon.  What's pain without love...

					CATWOMAN
			Oh Boy Wonderful, I know you don't
			have superhuman powers in traditional
			crime-fighting, but I can tell by
			looking at you--that in other areas--
			you're super-duper-M-A-N. Oh,
			I'm in heat..

	Mock-smitten, Catwoman melts her body into his. An unbuckling
	noise. Adonis closes his eyes in pleasure. Catwoman's claw flicks
	on a switch on the power-pack. The machine whooshes dis-embodied
	into the air. Adonis opens his eyes to wail at his departing
	goody.

					ADONIS
			Woman, those things are expensive!

					CATWOMAN
			Shut up, Bitch.

	Catwoman viciously knees Adonis in the groin, doubling him over.
	She turns to the comfortably approaching Spooky.

					CATWOMAN
			I know that was a cliche, but as
			cliches go, a good one. Don't worry,
			I'm not forgetting you.

	Catwoman launches a full-fledged kick into Spooky's privates.
	Spooky yawns.

					CATWOMAN
				(using name as adjective)
			Spooky.

					SPOOKY
				(to white box)
			Spear.

	Spooky's spear extends out and the androgynous superhero gives it
	a sweeping swipe. Catwoman completely bends back onto her hands
	forming a human arch. Spooky stabs down the spear, Catwoman
	lunges up and uses the weapon as a pole vault to flip over
	Spooky's head.

	Catwoman clings up a brick and girlishly bounds toward the
	superhero merchandising store. Adonis yelps.

					ADONIS
			Captain God, she's going for the
			Superhero Superstore!

	As he did before, Captain God presses up a remote. Laser beams
	shoot out from the sentinel lions, not at the oncoming intruder,
	but veering wildly off, past the Heroes' ducking heads. The beams
	buzz smack-dab into the phallic statue of the Cult of Good,
	erupting it in a Bobbit-tian blast.

	The crowd loses it. Squealing their lungs out, they disperse in
	all directions. In deranged anger, the Do-Gooders turn from their
	leveled totem of worship back to Catwoman, who stands in a cutesy
	Boopesque pose, index finger against her chin.

					CATWOMAN
			You see, I kind of re-configured the
			laser trajectories--Oh, I don't know
			all those big words like you guys
			do...See ya.

	With a giggle, Catwoman tosses the brick over her head. It bangs
	through the passenger window of the Heroes' idling Van. The brick
	bounces off the front seat onto the gas pedal. The Van roars
	forward, right through the doors of the merchandising store in a
	brisk, everything-shattering crash.

	The Heroes roar in agony. Catwoman twists next to a comparatively
	stoic Captain God, purring into his ear.

					CATWOMAN
			You're not a super-hero. You're not
			even a hero. You're a scary, sick,
			fake who made a big mistake. You
			killed someone very special to me..

					CAPTAIN GOD
			And...your point?

	Captain God does a savage elbow into Catwoman's stomach. He
	swings around his hand, but Catwoman does a two-clawed catch. She
	unlatches his Power Glove, exposing his fleshy hand. She harshly,
	but not unattractively bites into it causing God to do a not
	unamusing scream through his voice-box. Catwoman cackles into a
	smooth cartwheel right into an open manhole.

	Mammoth bounds after her, but gets stuck with an ugly roar.

					ADONIS
			Oh Man, not the sewer, I just had
			this cape cleaned...

					CAPTAIN GOD
			It's okay. Let her go.

					CACTUS
			Let her go?  Our store..our pride..she
			castrated our monument!

	Captain God is very calmly rubbing his injured hand with his
	uninjured one, then sticking the bloody fingers into the mouth of
	his helmet to lick them.

					SPOOKY
			You like them, don't you, Boss.

					CAPTAIN GOD
			Oh, I like her. I like her a lot. I
			want to save this one for later.
			Something that tasty you don't eat
			all at once. Go back to your alter-
			egos, we'll regroup in the morning.

	The superheroes drift off in different directions, tensions
	boiling high. Spooky notices the black cat warming itself by the
	fire of the merchandising store. Spooky can't help but smile.

	INT./EXT.  SPOOKY'S PLACE

	Spooky leaps down a fire escape, then rustles behind the red cape
	to pull out a rabbitfoot keychain. Spooky enters an apartment and
	flicks on a light. Staying outside, the viewer backs away from
	the lit window to see Spooky taking off the superhero uniform.

	The chest-plated top comes off, revealing a sheet tied around
	Spooky's torso--the international symbol of a woman strapping
	down her breasts to pose as a man. Spooky boils some water and
	pulls out some Kraft macaroni and cheese. As Spooky starts to
	take off the sheet, the viewer's viewpoint pulls out to Catwoman
	watching from a fire escape across the way.

					CATWOMAN
			I had a feeling...Spooky is a lady.

	INT./EXT.  THE HUT

	The Catwoman outfit flutters back down into the chest. In
	pajamas, Selina looks meditatively into an old cracked mirror,
	stroking the black cat on her lap.

					SELINA
			This can't be my life...this can't
			be..
				(dazed laugh)
			I can't believe it--I'm Catwoman. Me.
			So weird...

	The viewer's viewpoint pulls out from the poignantly unsure
	Selina through a makeshift "window" opening on the hut. It is
	revealed Captain God is watching her.

					CAPTAIN GOD
			I had a feeling...Catwoman is that
			arousing woman from Frank's Fun
			Palace.  Wow.

	INT.  THE MAYOR'S OFFICE--THE NEXT DAY

	The Mayor of Oasisburg is grimly pacing before his staff and the
	uncomfortably seated superheroes. Mammoth is scarfing a breakfast
	buffet. In a STOP THE VIOLENCE T-shirt, Adonis is gently vined
	around a trembling-with-joy female Staffer.

					ADONIS
			After you've been with a super-hero,
			you can never go back..

					MAYOR
				(cutting into view)
			Have you heard of nowhere?  Well, we're
			in the middle of it.  Attracting
			people to come here is everything
			we're about.  Tourism is 98 percent
			of Oasisburg's revenue..

	Mammoth raises his hand.

					MAYOR
			And don't ask me what's the other
			two..

	Mammoth lowers his hand.

					MAYOR
			All it takes is one unpleasant thing
			to send people fleeing up to Tahoe
			and down to Cuba. Last night, the
			Helipad was jammed with people
			clawing to get out of here. I don't
			want to take anything away from you
			men. The Cult of Good has been great.
			You've made crime-fighting a
			spectator sport and I can't thank you
			enough.
				(losing it)
			But will you please destroy Catwoman!
			I beg you, make her die in agony!  A
			couple serial killers I can handle,
			but have a woman running around in a
			sexy but dangerous cat-suit--It gets
			under your skin and you can't get it
			out!  Men question their manhood and
			women I-don't-know what...

					CAPTAIN GOD
			Mayor. The animal will be put to
			sleep.  Tonight.

	INT.  THE KYLE KITCHEN

	Selina breezes into the kitchen and casually tosses the miniscule
	muffin laid out for her into her mouth. Her Mom looks up from a
	newspaper headline: CATWOMAN CLAWS OASISBURG.

					MOM
			Where were you last night?  I didn't
			hear you come in.

					SELINA
			It's because I didn't come in. I live
			in the Hut, now. I meant to tell
			you..See ya.

	Selina runs off, smiling to the newspaper headline. With
	surprising mountain lion swiftness, Mom rockets around and
	poaches Selina by the arm. Both Daughter and Mother are unnerved
	by the move.

					MOM
			Just because you're starting to get
			your memory back--it doesn't mean you
			know everything. Be careful...

	Mom lets go. Rubbing her arm, Selina backs out of the kitchen.

	INT.  A RADIO STATION--DAY

	An obnoxiously stern-as-in-Howard D.J., OINK JACKSON, is growling
	in the flesh, next to a big Mike and a coffee mug reading WOMEN--
	CAN'T LIVE WITH THEM, CAN SHOOT THEM. Delicately seated across
	from him in headphones is author/feminist Dr. Penelope Snuggle.

					DJ PIG
			"Throwing Women Out of a Moving
			Vehicle When They Make You Angry"--
			I'm Oink Jackson and that's been this
			morning's topic; thanks for your
			calls. I admit "Slowing down" is a
			valid point. That said, I have a
			very special guest in the studio--
			one of the country's foremost post-
			feminists, Dr. Penelope Snuggle,
			author of--talk about timing--The
			Catwoman Complex. Penny, what is up
			with this chick?  I gotta say, a bath
			with my tongue and she'd be
			domesticated like that.

					PENELOPE
				(smiling deference)
			You're probably right, Oink. You
			know, I almost feel sorry for the
			nutcase.  Catwoman is just the
			ultimate example of every--I'm making
			quotations with my fingers--
			"powerful" woman: a raging psycho who
			can't admit she needs an H-U-G.
				(twinge of jealousy)
			Don't even get me started on her
			exploitatively tight male magnet
			uniform with the strategically placed
			flesh-patch rips..

					DJ OINK
			Don't get me started either, I'll
			lose my license...

	DJ Oink presses a button that causes a BOING noise. Penelope
	delightedly blushes.

					PENELOPE
			Oh Oink, you're ba-ad..

	EXT.  CART ON MAIN STREET

	A radio crackles...

					DJ OINK (RADIO)
			What symptoms should a man looks for
			to make sure his woman isn't
			empowering up behind his back...

					PENELOPE (RADIO)
			Well if you refer to the chart on
			page 31, you'll see...

	A shoe kicks the radio into silence. The foot belongs to an out-
	of-conformist-visor-into-groovy-sunglasses Selina. Didi drives.

					DIDI
			What did you do that for?

					SELINA
			My sanity.

	Selina grins out to a bunch visored Tourists hastening off
	clutching hastily packed suitcases, beneath an Oasisburg Times
	poster promo-in "Catwoman--Who?What?When?Where?How?" with a
	fuzzy photo.

	Selina catches sight of the frazzling-forward-with-suitcase Bad
	Mother and her Daughter, who as she did before makes eye contact
	with Selina. She smiles and winks. Selina is a little freaked--
	"How does she..."--but manages to smile, too.

	INT.  THE FUN PALACE

	Selina and Didi come in from the hot and take a violent slapstick
	hit back from the air conditioning. They stagger forward. Frank
	approaches, licking lips.

					FRANK
			There you are, Selina. I've been
			thinking..I have some.."positions"
			opening up..

					SELINA
			Stop.

					FRANK
			Oh, what?  I offer you a job in implied
			exchange for physical favors and
			suddenly it's "sexual harassment..."

					SELINA
			Can I be frank, Frank?  Your entire
			existence is sexual harassment. I
			accept there's not much you can do
			about it.

	The women workers of the Fun Palace drift toward the bubbling
	volcano.

					FRANK
			Hey, you're anti-male.

					SELINA
			Oh Frank, I'm not anti-male, I'm anti-
			you. Believe me, there's a
			difference.  Kelly is designing new
			uniforms for next week. Pay her and
			thank her. And is it a rule that the
			hottest places on the planet have the
			coldest air conditioning.  There's
			something out there called 73
			degrees, look into it.

					FRANK
			What if I were to say "You're Fired?"

					SELINA
			What if I were to say "Your Wife"--
			as in does she know of your touching
			mentor-student relationship with the
			post-Bicentennial babe working the
			roulette wheel?

					FRANK
				(a beat)
			Kelly, get to work on those new
			uniforms.  I'm not running a summer
			camp here..

	Didi, Kelly, and the other workers look to Selina in impressed
	awe.  Frank blusters off. Selina removes her shades. The Doberman
	Kincaid suddenly lunges into frame, insanely baring its teeth.
	Selina springs away as Brock Leviathan tugs back with a leash.

					BROCK
			Strange--you seemed so close. I
			wonder what's happened since
			yesterday..

					SELINA
			I wonder..

	A DIGNIFIED BRITISH BUTLER, JEFF, intervenes, taking control of
	the hound.

					BUTLER JEFF
			Oh, do let me handle this, sir..

					BROCK
			Why thank you, Jeff.

	A slightly flustered Selina and Brock walk off together through
	the vivid casino thoroughfare.

					BROCK
			What's the matter...

					SELINA
			Nothing, just a jolt of deja-vu. I
			think I went out with a guy with a
			dignified British butler--can't
			remember how it turned out..

					BROCK
			I'll bet the butler's name wasn't
			"Jeff."

					SELINA
				(laughing)
			You're probably right.

					BROCK
			I was wondering, if you're not doing
			anything tonight...Would you like to
			go to dinner?
			I know; a tame suggestion considering
			the wide variety of miniature golf
			possibilities available to the
			Oasisburg citizen--but nevertheless,
			would you?

	Selina and the viewer scan to one of Brock's hands. It has a
	bandage on it.

	FLASHBACK FROM LAST NIGHT

	In eerie-erotic slow motion, Selina/Catwoman flashback bites into
	Captain God's exposed hand.

	BACK TO THE FUN PALACE

	Blown away, Selina snaps back to live-action, bumping into a
	GAMBLING WOMAN, knocking away her martini. With amazing (ly
	suspicious) rexlexes, Brock snares the glass in air with his
	bandaged hand and hands it to the impressed Gambler.

					SELINA
			How heroic of you...

					BROCK
				(to bandage)
			Kincaid got a little frisky last
			night...So, meet here at eight and go
			from there?  By the way, I'm Brock
			Leviathan.

					SELINA
			But of course you are. Dinner at
			Eight.  Wouldn't miss it.

					BROCK
			There's a nice cafe down the
			street...unless you're afraid of this
			Catwoman prowling around. We can
			always dine at the mansion, if..

					SELINA
			I'm not afraid. Are you?

	Brock charmingly shakes his head, then waves off to a dazed and
	confused Selina with his bandaged hand. He pulls out his gold
	card and goes off into the Gentleman's Club. Simmering at the
	goodbye scene, Esmeralda stomps up to Selina, opening her mouth
	to drone.

					ESMERALDA
			I liked you better when you were a
			mumbling catatonic. You might be able
			to push around Frank, but..

	Selina plucks off Esmeralda's whistle, puts it on the bar, bangs
	it to pieces with her shoe, then lei-s what's left over
	Esmeralda's neck.

	INT./EXT.  BREAK-TIME DOORWAY

	Crashed out in the patch of perfect temperature of the forced
	open doorway, the working women take their lunch break. Only
	Selina actually eats.

					WORKING WOMAN
			Do you have to chew so loudly?

					KELLY
			Don't get angry at Selina for our
			food-free diet...

					DIDI
				(staring off)
			She's got some nerve--that Catwoman..

					WORKING WOMAN
			Oh, I know, if I have to see one more
			news report on that show-off..Anybody
			can do what she does-- it's just who
			wants to, am I right?  Swiping jewelry,
			beating up fraternity guys..show-off.

					SELINA
			I don't know. I find her rebellious
			spirit rather refreshing..

					KELLY
			She-she-she just thinks she's so
			great, sashaying down the promenade,
			snapping her little whip...

					DIDI
				(a beat)
			I always wanted to do that though.
			Walk down that plastic street and
			just bop anybody on the nose who gave
			me guff.

					WOMAN WORKER
			Sure was fun to see the Almighty Cult
			of Good get a good ego blow.  Those
			guys are starting to get on my
			nerves...

					KELLY
			Yeah, they're like the popular kids
			in high school with different
			costumes. Face it, we're so jealous
			of Catwoman, it's disgusting..

	Selina widely grins--until the shriek of Esmeralda's glistening
	new whistle.

					ESMERALDA
			Move it...And Kyle, you're on tan
			patrol...

	Everyone shudders.

	EXT.   POOLSIDE--DAY

	Poolside, Selina shuffles down a Fredricoesque line of sunbaking
	Tourists splayed on lounge chairs. With industrial-size tanning
	lotion, Selina unpleasantly goes from person-to-person oiling
	them up. She finishes an INSUFFERABLE WOMAN ONE before moving on
	to INSUFFERABLE WOMAN TWO.

					INSUFFERABLE ONE
			She's a disgusting, filthy beast--
			and probably a feminist.

					INSUFFERABLE TWO
			Where does Catwoman get the right to
			call herself half-a-woman?

	Selina lifts up a chilled Diet Coke and pauses it over
	Insufferable Two's back contemplating a pressing action.

					LANE
			Don't do it. She's not worth it.

	The shadow of the amiable Lewis Lane shadows Selina. Wearying up
	a smile, she continues down the line of Ozoned epidermis as they
	speak.

					SELINA
			I don't know what came over me.

					LANE
			What is it with women and Catwoman?
			Men have the courtesy to punish the
			weak, but women love punishing the
			strong. Don't get me wrong--this
			Catwoman is a terrifying, subversive
			menace to everything this community
			stands for and she must be stopped.
			It's just, I like her a lot.

					SELINA
			Yeah, she's okay.

					LANE
			Most articles focus on the first half
			of her name--describing some feline
			monster.  I want the woman of
			Catwoman. After all, if it was a man
			dressed as a cat, the story would be
			on page 23--just another loony. Oh, I
			want this one. I want her bad..

	AT A NEARBY OUTDOOR BAR

	Kelly and other Women Workers watch the flirting duo while
	pouring Sangrias. The glasses overflow and overflow but the
	Female Tourists don't notice, because they're also staring with
	heat-seeking stares.

	LANE

	shakes out of his reverie.

					LANE
			Sorry, I get carried away. Once I
			become interested in someone, I can't
			stop trying to figure them
			out...Amnesia victims are
			challenging..

					SELINA
			I actually got some memory back last
			night.

					LANE
			How much?

					SELINA
				(don't want to talk about it)
			Enough.

					LANE
			Oh now this one is mine...

	Selina chuckles as they come to A SWEATY BEACHED OBESE MAN
	completely concealing his chaise. Selina hands Lane the cocoa
	butter and stops laughing. His hand has a sizable bandage on it.

	The viewer is given a speeded-up version of the cat-bites-hand
	flashback. Selina jolts back to consciousness. Lane notices her
	notice his hand as he good-naturedly bastes the whale.

					LANE
			Oh the hand--my grandfather is
			inventing a new kind of blender
			and..You know, I realize I've never
			officially introduced myself...I'm
			Lewis Lane.

					SELINA
			But of course you are.

					LANE
			I was wondering, if you're not doing
			anything tonight...

					SELINA
			I am. Dinner with Brock Leviathan...

					LANE
			Ah!  Ah!--God no, don't tell me you're
			one of those women who are attracted
			to ruggedly handsome and brilliant
			architects..

	Selina chuckles until Frank steps up to her.

					FRANK
			There you are, you ingrateful
			little..If you think I'm letting you
			get away with your little one-woman
			show...

					LANE
				(rising up behind him)
			Now Frank, I know you're not hassling
			your most beloved employee.  And to
			think I was going to do a piece on
			the mystery promotion you're holding
			tomorrow night..am I being subtle
			enough, Frank?

					FRANK
			Oh, Mr. Lane, Kyle and I--we like to
			razz each other once in a while. You
			know how it is. All in good fun. Let
			me tell you about tomorrow's
			event..It's going to be amazing.

	Frank and Lane walk off together. Lane turns to wave with his
	bandaged hand. Selina wobbles with even more anxiety. Esmeralda's
	whistle blows before she can rest her body on a chair.

	INT.  BAR AREA OF MAIN CASINO

	The viewer's viewpoint moves down a bar snippeting from various
	conversations of the bundled up tourists.

					BANK PREZ TALKING TO BIMBO
			..catch her in a big, bear trap and
			leave her out there for the whole
			city to see and learn from..

					PROPER WOMAN TO HUSBAND
			..the mere thought of her is spoiling
			our whole trip..

					FEMALE EXEC TO SAME
			Call me crazy, but if Catwoman walked
			into that boardroom, we'd get the
			damn day-care center...

	Selina is revealed to be at the end of the bar. She picks up a
	plate of drinks, then puts them down, tingling in contemplation.
	Didi sets down some empties.

					DIDI
			Selina, are you okay?

					SELINA
				(quiet momentum)
			It's just..They tell you, really
			early on, that women are just women.
			But then you hear things. Mother
			lifts up a car to save her child.
			One woman who won't shut up exposes
			the corruption of an entire
			government. You think, wow, those
			extraordinary other women. But what
			happens when you find out the
			extraordinary isn't extraordinary.
			The extraordinary is actually
			ordinary-- what happens when you find
			out it's you.  All along it was you..

					DIDI
				(lost in space)
			I can't believe you're going out with
			Brock Leviathan--Hey, who let that
			cat in here?

	The oh-so-familiar black cat is in the middle of an exquisitely
	royal stroll across the casino carpet. A grotesque FEMALE CAT
	HATER sours her face down at the passing pussy and gives it a
	kick into the air.

					FEMALE CAT HATER
			Oh, how awful--a cat.

	Unfazed, the black cat lands on its feet by a staircase. It
	scampers up.

	INT.  FLOOR OF HOTEL ROOMS--DAY

	Clambering up to a Fun Palace hotel floor, the Black Cat goes by
	an open door. The Painfully Demanding Tourist Woman seethes over
	Kelly, who is on her knees on a white carpet.

					PAINFULLY DEMANDING TOURIST
			Oh, the incompetence of you people--
			you're not looking close enough.
			Closer!  It's a spot and it's
			unacceptable!  When I come to
			Oasisburg, I demand..

	The cat continues past a closed door that Frank stands outside of
	talking to a Male Staffer.

					FRANK
			Animal's been in there for a month.
			Tomorrow, I'll just call the
			police...

	The viewer's viewpoint goes through the door.

	INT.  DARK HOTEL ROOM

	A GARGANTUAN, VERY DEPRESSED WOMAN is crashed on a bed covered by
	a forest of discarded food wrappers. She zombies to two TVs
	simultaneously. She changes channels until both show footage of
	Catwoman.

	EXT.  ALLEY OUTSIDE THE FUN PALACE

	Sauntering through the Palace's sliding backdoors, the Black Cat
	moves down the alley, past the familiar hole. The viewer bobs
	down inside...

	INT.  THE HIDEOUT OF THE CULT OF GOOD

	The superheroes take their positions around the circular table.
	They begin beating their drums--until Cactus angrily tosses his
	away.

					CACTUS
			God-damn..

					CAPTAIN GOD
			What did you say?

					CACTUS
			Sorry man, I didn't mean that
			personally...

					CAPTAIN GOD
			I know how you feel, humiliated in
			the hands of a woman. I'd rather eat
			my soul on a paper plate...

					ADONIS
			Yeah-sure, whatever you say, Captain---
			but I say we leave this Catwoman a-
			lone.  As far as I'm concerned, she
			can have Oasisburg as a litter box.
			We're out of here tomorrow night
			anyway...Who needs the aggravation?

					MAMMOTH
				(own world)
			Yesterday, I found a rock.

					SPOOKY
			Not now, Mammoth. Adonis is right.
			We've had a good run here--the
			protection kickbacks from the crime
			syndicates, the merchandising scams--
			Tomorrow night we have a big,
			violent, complicated and lucrative
			mission to pull off. We chould be
			resting up.

					CACTUS
			Resting Up?  Sorry Spooky, I've got to
			go with God on this one. I hate to
			think we're just in this for the
			money.  Garfield's girlfriend crossed
			a line last night and she's got to
			get spayed. We're going out of
			Oasisburg on a win.

					CAPTAIN GOD
			O loyal and lethal Warriors of true
			fierce force and MIGHT. Let us taste
			blood of feline and female on this
			sweet NIGHT.

	The heroes pick up their drums and begin beating them. The
	viewer's viewpoint rises...

	EXT. MAIN STREET

	The cat is caught up to, skittering down Main Street beneath a
	disgraceful poster of a too-well-endowed Nurse in an
	advertisement for Breast Implants ("Buy Two get One free"). The
	cat then dips beneath a golf cart outside a garage.

	TWO MECHANICS are pretending to look under the hood of the cart,
	bursting with suppressed laughter. They are obviously bamboozling
	a painfully suspicious FEMALE DRIVER.

					MECHANIC
			Oh, oh, this is bad. It looks like
			you're going to need a new, a new...
			"Goalpost" switch. Yeah, a "Goalpost"
			switch.

					FEMALE DRIVER
			A what?  How much is...

	The cat keeps trotting. A SWEET GEN-X WOMAN bursts from a
	restaurant in tears. Her GRUNGIE NOW-EX-BOYFRIEND follows out to
	"comfort."

					GRUNGIE EX-BOYFRIEND
			Trust me, babe. It's for the best. I
			know you better than you do and you
			deserve someone better than me..

					SWEET WOMAN
			But just yesterday, you even talked
			about getting married...

					YUPPIE EX-BOYFRIEND
			Hi, Tricia.

	A YUPPIE EX-BOYFRIEND parks his pretentious luxury golf-cart and
	gives it an alarm squeak. The mere sight of him causes the Sweet
	Gen-X woman to whimper off into the street where she is almost
	hit by a newspaper truck promoting Catwoman.

					YUPPIE EX-BOYFRIEND
			Just dumped her?  She takes it hard,
			doesn't she?

					GRUNGIE EX-BOYFRIEND
			Sure does. Wow, what a coincidence--
			Two guys of different social
			backgrounds having gone out with the
			same chick.

					YUPPIE EX-BOYFRIEND
			Hey, how many times did you "date"
			her, before you cut her loose?

					GRUNGIE EX-BOYFRIEND
			Eight.

					YUPPIE EX-BOYFRIEND
			Eight!  Me, too!  Let me buy you a
			beer...

	The cat hops up onto a steel girder that gets pulled up into the
	air by a construction crane. The girder and the airborne kitty
	pass a window in which a VERY NERVOUS WOMAN is watching
	television.

	INT.  THE APARTMENT OF THE VERY NERVOUS WOMAN

	She is watching Catwoman coverage. Her phone rings. With a gulp,
	she picks up.

					STALKER'S VOICE
			It's me. What are you thinking about?
			Your breathing sounds so nice...

	INT.  APARTMENT ACROSS THE WAY

	The STALKER himself is revealed to be watching through a
	telescope from across the way. Photographs of the Nervous Woman
	are pinned all over his wall.

					STALKER
			Is it just me or does the restraining
			order make everything so much more
			exciting...

	EXT. OUTSIDE THE BUILDING

	The girder comes to a landing before a school. The cat hops
	off...

	INT.  CLASSROOM

	The black cat moseys across a classroom window sill. Inside,
	THREE BRIGHT FEMALE STUDENTS have their hands raised. The MALE
	TEACHER gives them a dismissive glance.

					MALE TEACHER
			Anybody else?  For pete's sake, what is
			it with you girls and chemistry?  Must
			remind you of cooking up recipes--
			That's it, isn't it?

	The Three Bright Female Students lower their hands, sadly
	annoyed.

	EXT.   OUTSIDE THE SCHOOL--DAY

	The cat sprints away from the school and into the back of a pick-
	up golf cart where a vaguely WORKING CLASS COUPLE pulld away from
	a stop-light. The Working-Class Husband is hauling a nice-but-not-
	too-nice dress from a shopping bag.

					WORKING CLASS HUSBAND
			This is a joke, right?

					WORKING CLASS WIFE
			Now honey, it was on sale and I used
			my savings...

					WORKING CLASS HUSBAND
			Yeah, your savings out of my
			earnings!  What's wrong with the
			sweatpants I bought you?  For a big
			woman you got a small brain, Fetch!

	The Working Class husband flings the dress into the middle of the
	road. The WC Wife (in sweatpants) bounds from the cart to
	retrieve it. He revs away, leaving her stranded.

	The black cat ambles up behind her, tugging the dress with its
	mouth. The Wife ruefully smiles, takes the dress, and pets the
	cat.  The cat turns and sashays off the road....toward the very
	familiar Hut.

	INT.  HUT--DUSK

	Using a grinding stone, Selina is buzzing her pristine ballerina
	figurines, one by one, into very strange and sharp knick-knacks
	of unknown purpose. She has a long sheet bibbed around her neck.
	The entering black cat nestles herself by her lotus-positioned
	caretaker.

					SELINA
			See anything interesting out
			there...If they only knew...

	MONTAGE OF CLOSE-UPS IN LIMBO

	Different closets open in the same vivid motion. Sewing machines
	wildly rumble across a bizarre array of fabric. Various cats
	cower at the frenetic off-screen behavior of their owners.
	Kitchen drawers are ripped open to reveal shiny, would-be
	weaponry. The tops of clothes hangers are contorted to make claw-
	glove fingernails. An army of eyes open in intense mascara.

					SELINA (V.O.)
			If they only knew it takes as much
			energy not do something as it does to
			do somethin--so if it takes the same
			amount of energy, why not do
			something..why not, even if it's just
			for a night, why not get a little
			wicked...All that energy used to put
			up walls could be used to bring a
			couple down.

	EXT.  OUTSIDE THE HUT--DUSK

	The working hands blend to Selina's banging in an outrageously
	cool motor into the Mexican Hag's once rickety scooter. It has
	been remodulated into a slick, black beauty of raw power. Selina
	gives it a buff with her bib, smiling down to her approving cat.

					SELINA
			Nice, huh?  I've strived to be someone
			who doesn't talk to their cat, but
			you're the only who understands. So.
			I've met a fascinating, charming
			successful man. And I've met a man
			who pretends to be all these things,
			but who, deep down, is really one of
			the great sadistic psychopaths of our
			time. If I only knew which one was
			which. I hate dating.

	Selina takes off the sheet bib. She is dressed to the tens.

	INT. SELINA'S BEDROOM--DUSK

	A claw draws shut a curtain over the sight of the departing-for-
	date Selina.

	EXT.   OUTDOOR CAFE--NIGHT

	Selina and Brock share a breezy chuckle at a perfect outdoor
	cafe.

					SELINA
			You designed Gotham Plaza?  The big
			silver guys pulling on those big
			silver things...

					BROCK
			What did you think?

					SELINA
			Oh, it's superb--I mean if you like
			that fascist nightmare kind of
			thing...

					BROCK
			Hey, hey, the client comes first. You
			think I want my future children to
			know their Daddy created Frank's Fun
			Palace?

					SELINA
			I checked out your stuff at the
			library.  Awesome work, really. Why
			would someone like you want to go out
			with a...with a..what exactly am I,
			again?

					BROCK
			You're very special. Selina, I'm not
			a very good liar. I feel very
			strongly about you...forgive me use
			of architecture metaphors, but I
			instantly know a good foundation when
			I see one..

	The winds suddenly kick up in sexy, scary Santa-Ana-style. Brock
	snaps a billowing away napkin with his bandaged hand.

					BROCK
			I despise these kind of winds. Sorry,
			I guess I'm a little on edge. Seems
			this Catwoman has everyone, men and
			women, on edge. Don't you feel
			Catwoman says something about the
			duality of all men and women...

					SELINA
				(big speech)
			Stop. We are not having a "duality"
			conversation. "Ooh, he has a secret
			side.  Ooh, she has a dark side."
			Please.  Duality is a joke. You get
			one, do you understand me?  You get one
			life. One shot. I'm so tired of women
			saying "I have an inner strength" or
			"Deep down, I'm really ambitious."
			"One day I'll design my own line of
			clothing and write children's
			stories, if I can only remember to
			return the videos I rented last
			night." If you are something, then
			you better be out there doing
			something.  You need to be the same
			bold thing in the day that you are at
			night--with maybe a slight clothing
			change. There is no gray area. The
			truth is not somewhere in between.
			There are two sides to every
			personality, all right--the
			reality...and the lie. We are not
			having a "duality" conversation.

					BROCK
				(a beat)
			So, did you see "Seinfeld" last week?
			That Kramer-guy really makes me
			laugh.

	Selina and Brock break into a tension breaking chuckle.

					SELINA
			I'm sorry I went off like that, I get
			passionate. I--I guess I'm a
			passionate person. One of those
			things I had forgotten.
				(pointedly)
			When you were a little boy did you
			want to grow up to be a superhero?

					BROCK
			What little boy doesn't...
				(staring off)
			My God...it's, it's...Catwoman.

					SELINA
				(not looking up from eating)
			No it's not.

	A crashing noise is heard. Selina turns. A DEATH ROCK CHIC
	CATWOMAN WHO IS NOT CATWOMAN (the earlier seen Female Driver) is
	driving her golf-cart back and forth through the shattering glass
	doors of the rip-off garage. Selina floats up in a daze.

	As she steps out into the street along with a concerned Brock,
	more Catwomen seep out. Of every shape, size, and color--High
	fashion, low fashion, no fashion. Some even have tails.

	A literally PERSIAN CATWOMAN (with a veil), some ROLLER DERBY
	CATWOMEN, and a CATWOMAN IN A WHEELCHAIR descend upon the Breast
	Implant poster and scratch it to shreds with their homemade
	claws.

	A LONG, LONG BRAID OF BLACK-MANED CATWOMAN is using her hair as a
	whip, swinging and stinging a circle of GANG MEMBERS. Curling
	backwards from a black background, TWIN OVERWEIGHT CATWOMEN de-
	camouflage to tear and shred the visors of a tourist family.
	Selina then hears and sees a COPYCATWOMAN cracking a whip. She
	loses it.

					SELINA
			A whip?  Now that's going too far!  Some
			of these women have no shame!

					BROCK
			What's the matter?  What are you
			saying?

					SELINA
			Well, it's just that I would think
			that the woman who is the real, non-
			imitation Catwoman would be pretty
			angry at some little amateur minx
			stealing the whole whip idea. Really
			angry.

	Selina cuts off as she notices, poking out of an alley across the
	street, a seriously observing LEWIS LANE IN A TRENCHCOAT.  Brock
	reaches over and slams down the red button of the CULT OF GOOD
	Call-box. The melodic alarm suddenly comes on.

					BROCK
			This is insane. Let the heroes handle
			it.  I'd better get you home...I
			should check on my warehouse to make
			sure it hasn't been hit...

					SELINA
				(suspicious)
			Your warehouse?  Go on ahead--to your
			"warehouse." I'll be okay...

					BROCK
			Are you sure?

					SELINA
			I'm sure.

	Brock charges off. Selina narrows her eyes. She turns to see
	Lewis Lane spinning into the darkness of the alley to dash off.
	Selina narrows her eyes.

					SELINA
			Which one of you is going to go get
			your helmet?

	Selina bounds away, passing the Working Class Wife who has made a
	Catwoman outfit out of her discarded dress. She faces a SIMILAR
	CATWOMAN.

					WORKING CLASS WIFE ONE
			Don't tell me, you bought a simple,
			inexpensive dress and your husband
			flipped out...

					WORKING CLASS WIFE TWO
			You too; I'll beat up your husband if
			you beat up mine...

	The women shake hands.

	INT.  SPLIT SCREEN OF TWO WORKING HOMES

	In a split screen, the two working class husbands open their
	respective doors. A high-heeled leg greets them with a Rockette
	slam that sends both men on each side of the screen collapsing
	violently back into a Lazy=boy.

					BOTH WORKING CLASS WOMEN
			Your wife works hard. She deserves
			something nice once in a while!  This
			didn't have to happen!

	INT.  BEAUTY CONTEST

	A smarmy Beauty Contest Host leans to an insufferably cute
	Contestant.

					BEAUTY CONTEST HOST
			While our remaining Contestant waits
			in the Soundproof booth, let me ask
			you Tiffany, "If you could re-paint
			the world, what color would you
			choose?"

					CONTESTANT ONE
				(doing sign language)
			I would sell the paint and use it to
			buy bread for the children of..

	With screams from the off-screen audience, an ELDERLY CATWOMAN, A
	PREGNANT CATWOMAN, AN ALL-RED REDHEAD CATWOMAN and of all people,
	ESMERALDA IN A DR. SEUSS CAT-IN-A-HAT CATWOMAN ensemble rip down
	a MISS OASISBURG banner then proceed to pummel and hair-tear all
	the contestants and the yucky host.

	CONTESTANT TWO nervously vibrates in the sound-proof booth,
	crossing her fingers, her back obliviously turned to the
	pandemonium outside. Contestant One gets slammed against the
	glass causing Two to turn around. Wearing a stolen tiara,
	Esmeralda-Catwoman snarls against the glass. Contestant Two
	instantly faints.

	INT. A DULL HOME

	The WORLD'S DULLEST AMERICAN GOTHIC COUPLE are expressionlessly
	watching the Beauty Contest Catwoman riot, behind TV trays. The
	Dull Wife slowly stands and exits the frame.

	INT.  THE HOTEL ROOM OF THE GARGANTUAN WOMAN

	The Gargantuan Depressed Woman heroically remotes off her TVs.
	With all her might, she maneuvers a leg out of the bed with an
	apocalyptic Thud.

	EXT.   OUTSIDE THE HUT

	Catwoman races from the Hut, fully dressed. She triumphantly
	vaults upon her groovy motorcycle and vrooms it to life...or not.
	The motorcycle coughs to a wheezing halt. Crushed, Catwoman
	slumps off, then twists around in a furious-beyond-belief feline
	whine.

	INT.  POLICE STATION--NIGHT

	THE CHIEF OF POLICE is being dragged into the worst night of his
	life. He shouts into a big Dispatch microphone.

					POLICE CHIEF
			I need all units to the Town Square,
			the conniving Catwoman has been seen
			terrorizing tourists by...
				(getting memo)
			Correction!: Catwoman has proceeded
			to the docks...I need all units to
			once and for all..
				(getting memo)
			Correction!  I think we got her now,
			boys-- I have a new sighting of the
			ferocious feline at...wait a
			minute...

	Extending his transmitter as far as he can, the Chief stretches
	out to a window. Outside, Catwomen run wild in the streets.

					POLICE DISPATCHER
			Uh--Correction...God help us all.
			Captain God.

	EXT./INT.  THE VAN

	The Van rumbles out from an alley. The superhero crew are angry
	and determined.

					CAPTAIN GOD
			Have we reached the epi-center?

					ADONIS
			Ayy!  Some cat's blocking the
			periscope.  Somebody, give it a
			swat...

	THE INFRA-RED VIEW FROM THE PERISCOPE

	shows a cute close-up of the content Black Cat.

	EXT.   MAIN STREET--OUTSIDE THE VAN--NIGHT

	Cactus bangs out of the van and hops up to shout at the cat.

					CACTUS
			Beat it cat, or I'm going to...

	Cactus makes a deadpan turn from reaching for the feline atop the
	Van. His jaw drops as do the jaws of his exiting teammates.
	Craning up from the Van, the viewer sees what they see. More then
	ever, the street has been completely taken over by marauding
	Catwomen of every kind, destroying storefronts with a delighted
	lack of purpose.

	A squealing trio of Helmeted Police officers run away--right into
	the wall that is the Gargantuan Depressed Woman, wearing a
	storeroom of black leather. The Cops collapse on impact. The Cult
	of Good calmly surveys the scene.

					MAMMOTH
			Mammoth feel queasy.

					ADONIS
			I had no idea it was this bad. The
			entire city has cat scratch fever.
			Such disregard for our codes of
			justice...

					CAPTAIN GOD
			Have you ever given a cat a bath?  It's
			not very pleasant.
				(with a dark laugh)
			For them.

	INT.  THE STALKER'S APARTMENT--NIGHT

	In his strategically dark apartment, the Stalker licks his lips
	and dials the phone.

					THE STALKER
			Hi, it's me. What are you wearing?

	A feline-screech on the other line makes him wince. He looks
	through his telescope. The Nervous Woman, now a Very Unnervous
	Catwoman, is waving from across the street, baying into a
	cordless phone.

	THREE SETS OF GLOWING EYES move closer behind the
	hyperventilating Stalker before emerging as attacking Catwomen.
	The Stalker screams.  A NUN CATWOMAN in bright red lipstick takes
	the telescope off its perch...

	INT.  AN ABUSIVE HOUSEHOLD

	An ABUSIVE HUSBAND is pushing the head down of a hunched over,
	seen-in-the-first-scene Sad Woman.

					ABUSIVE HUSBAND
			Pick it up!  I said pick it up!  Pick!  It!

	Esmeralda-Catwoman in her new beauty contest tiara is hooking a
	huge hook onto the back of the Abusive Husband's belt. She raises
	a walkie-talkie.

					ESMERALDA CATWOMAN
			Up!

	ON A BUILDING ACROSS THE WAY

	A line of Catwomen tug a street-crossing Rope with all their
	might.

	INT.  THE ABUSIVE HOUSEHOLD

	The Abusive Husband is ripped up in air, through a shattering
	window, and into dark oblivion.

					SAD WOMAN
			Please--I don't want you to hurt him.

					ESMERALDA CATWOMAN
			Who cares?

	INT.  THE POLICE STATION--NIGHT

	A jello of frayed, defeated nerves, the Police Chief groans.

					POLICE CHIEF
			Wait a second, where did they find
			the telescope?  Ouch!
				(another line)
			Sighting of how many?  No, no, not the
			Fun Palace!

	INT.  HOTEL ROOM

	The Painfully Demanding Tourist Woman lays twitching and totally
	traumatized in a pool of raw sewage that has been discharged all
	over the formerly-pristine white carpet. Culprits Didi, in Tabby
	Tweed gear, and African-American Kelly, in all-white leather,
	prance from the room down the staircase.

	INT.  THE CASINO AREA

	Catwomen have spectacularly taken over the casino, completely
	trashing the place, delightedly laying siege on the fur-coated
	women and the terrified Tourist men.

	All the men of the casino break into a dead heat toward the
	Gentleman's Club, frantically searching for and ripping out their
	gold card-keys. Most of them manage to scramble inside-- except
	notably Frank, who drops his card. Didi-tabby, Kelly-Kat, and
	others, descend on him just outside the door. Didi ominously
	pulls out the scissors.

	INT.  THE GENTLEMAN'S CLUB

	Frank's moans can be heard along with scratching noises against
	the door. An extremely UNRELAXED LEGION OF MEN press quivering
	flesh, crammed together in the moody, tacky Gentleman's Club. The
	Mayor, in his pajamas, trembles amid them all.

					THE MAYOR
			Oasis...Oasis...It's supposed to be
			an Oasis--not a place where women
			dress up like pets and suddenly have
			an absurd proficiency in the martial
			arts.

	EXT.   MAIN STREET

	Pumping from the Van, holding a massive hose, Mammoth fires an
	elongated ocean into the Catwomen. Like all cats, the ferocious
	pounding of water drives them into shrieking insanity.

					CAPTAIN GOD
			Works for me.

					ADONIS
			I don't know about you, guys, but I'm
			getting a little buzz off this.

					CACTUS
			Yeah, this is better than rape.

					SPOOKY
				(wincing)
			Cactus, sometimes you don't deserve
			to wear our logo.

					CACTUS
			Touchy. Look everybody, it's Casper,
			the friendly crimefighter...

	INT.  THE CASINO AREA

	The Female Cat Hater sees our favorite black cat prancing across
	the carpet. She cringes her eyes shut and rears back for a kick.

					FEMALE CAT HATER
			Oh, how I hate...

	She kicks forward and opens her eyes. The Catwoman is lying in
	the cat's place, effortlessly pawing the Cat Hater's foot.

					FEMALE CAT HATER
			You wouldn't hit a woman?

	Catwoman flips the Cat Hater over the bar with a crash. Catwoman
	then springs up into a standing position. A TEAM OF SECURITY MEN
	IN BLAZERS race forward reaching for their guns. Catwoman
	fiercely flings her shaved and sharpened ballerina figurines.
	They pierce into the guards' hands causing them to dump their
	weapons and fall to their knees.

	Catwoman glowers ahead to the sight and sound of the Copycatwoman
	cracking her whip in the distance. Catwoman bounds forward into
	the air--she uses the shoulders of the wailing, kneeling Security
	Men as stepping stones.

	The Copycatwoman swings back her whip, about to crack it.
	Selina's whip wraps around hers and she gets yanked back, her
	spine slamming into the real Catwoman's chest.

					CATWOMAN
			Every woman can be a Catwoman. But
			the whip thing is mine. Got it?

					COPYCATWOMAN
			I don't see why everyone can't just..

	Catwoman cuts her off with a cat-shriek that sends Copycatwoman
	running away whimpering. Real Catwoman smiles down to the sight
	of a nervously shaking Frank tied into a stretched position in
	four directions across a craps table. A round hole in his shirt
	has been scissored out. His hairy, pot-belly hangs out like a
	popped but unwiped pimple.

	Catwoman then comes to the sight of the Sweet Gen-X girl who was
	dumped on the street. She has catted herself up in a shredded
	wedding dress. She is holding a pipe over a large pleading,
	kneeling construction worker's head.

					CONSTRUCTION WORKER
			Come on, just because I whistled at
			some girl, I have to be savagely
			beaten?  It's not my fault, I was never
			taught to adequately appreciate
			women..

					CATBRIDE
			Okay, I'll just hit you once.

					CONSTRUCTION WORKER
			Thank you.

	Catbride clangs him to the ground. A FRIGHTENED ACCOUNTANT tries
	to crawl past. Catbride is ready to bonk him when Catwoman
	intervenes.

					CATWOMAN
			Take it easy, tiger.

					CATBRIDE
			I've been dumped by two supposedly
			serious boyfriends in the last month!
			Don't tell me to take it easy..

					CATWOMAN
			Hey, hey, there are bigger problems
			for women that the stupidity and
			cruelty of men.

					CATBRIDE
			Name two.

	Catbride springs forward tackling a FLEEING MAN three times her
	size and begins tearing at him. Laughing, Catwoman hauls her off.

	Suddenly, two sets of POLICE OFFICERS (one set led by the Chief)
	converge from opposite directions, pulling out their guns. In one
	spectacular move, Catwoman simultaneously swings back her arms
	and cracks both her whips into the opposing lead cops, stinging
	them to the ground. Everybody else retreats in terror.

	Didi-Tabby, Kelly-Kat, and all other Catwomen wobble forth in
	awe, to lay at the feet of the master. Since our Catwoman is the
	only one who makes an effort to speak in a slightly different
	voice, she is unnoticed as Selina.

					KELLY
			It's Catwoman!

					CATWOMAN
			Yes. "The one and only."

					DIDI-TABBY
			How are we doing?  Did we do okay?  What
			do we do now?

					CATWOMAN
			It seems you've all had a heck of an
			evening, but you probably should quit
			while you're ahead. It's getting late
			and it's probably safer if everyone
			just goes home and...

	Catwoman turns to a portable radio on the ground.

					DJ OINK (RADIO)
			You got Oink Jackson on WPIG and I
			never thought I'd say this, but I've
			found a group of people more annoying
			and worthless than women-- Catwomen!

					CATWOMAN
			On second thought, who's up for a
			nightcap?

	INT.  THE RADIO STATION--NIGHT

	DJ Pig stands and sneers into a big Mike.

					DJ PIG
			The whole city is in a panic over
			those chicks and I say Puh-leeze!  You
			wanna see a hundred angry and twisted
			women, talk to my ex-wives.  As for
			the whining, pathetic X-chromosomes
			catting around tonight-- fill in the
			missing letter P..M--- Oh, we have a
			caller...

					CATWOMAN'S VOICE
			Oh Oink, I've finally found a man
			with the courage to tell the truth
			about women...

	EXT.  SOUTH MAIN STREET

	Catwoman is comically leaned in a phone booth, other Catwomen
	tightly surrounding the glass.

					CATWOMAN
			I'd really love to discuss the
			subject further--what's your
			address...

	EXT.   NORTH MAIN STREET

	The Water is squeezed off. In a brutal follow-up march down the
	street, the Superheroes hoist up incredibly cool tranquilizer
	guns and fire away with remarkable Inhumane Society skill at the
	soaked, frazzled felines.

	The familiar faces get blasted from liberated euphoria to instant
	falling coma--the hair-as-a-whip Cat, the Twin Overweight
	Catwomen, the Persian, the Wheelchaired Catwoman, along with some
	new ones: A HOMELESS TOMCATWOMAN. A HAIRLESS CATWOMAN.

	A CAT-TATOO-COVERED MARDI-GRAS BIKINIED CATWOMAN, A MIDGET
	CATWOMAN, A DRESS-FOR-SUCCESSED CATWOMAN.

					MAMMOTH
			A hunting we will go, a hunting we
			will go...

					ADONIS
			Ah, Cats. Now and Forever.

					CACTUS
				(Elmer Fudd)
			Be verwy, verwy, quiet; I'm hunting
			Catwomen.

					SPOOKY
			Cactus, watch out for that Siamese
			behind you...

	Cactus turns to SIAMESE TWIN CATWOMEN behind him, tucked into the
	same Siamese fur-resembling outfit. He fires a dart between them,
	sending them both crumbling.

	Last but Most, Adonis fires a dart at the thudding forward
	Gargantuan Catwoman. She keeps thudding forward. The rest of the
	superheroes fire their weapons. She keeps thudding...then
	savagely timbers to the ground. The Cult of Good sigh in relief.

					CAPTAIN GOD
			The Tranquilizer Tranquility will
			hold for about an hour..where is she?
			These women are out here on a lark--
			Ladies Night at a discotheque.  It's
			not in their blood the way it is for
			Catwoman...Where is she?

					SPOOKY
			I hate it when you get like this.
			This Catwoman is becoming an
			obsession. I say we call it a night.
			Tomorrow is a big day for us...

					CAPTAIN GOD
			What's the matter with you, Spooky,
			my most trusted comrade?  We are
			warriors!  These are the challenges we
			live for!

					CACTUS
			Oh mon Capitaine, you might want to
			come over here...

	Cactus stands by a golf cart with its radio blaring.

					DJ OINK (RADIO)
			Oh you hot tease, what kind of
			surprise do you have for me?

					CATWOMAN (RADIO)
			Now if I told you, it wouldn't be
			a...

					DJ OINK (RADIO)
			Don't say anymore, babe. Just bring
			it on, bring it on...

					CAPTAIN GOD
			I recognize that purr
			anywhere...Let's do some good.

	EXT.   AN OASISBURG ROOFTOP

	The familiar Catwomen from the casino plow from a rooftop door.
	On the rooftop across from them towers a neon antennae blazing
	WPIG.  Commandeered by Catwoman, the Catwomen extend out a wide
	wooden plank to connect up the two buildings. Catwoman catches
	sight of the earlier-seen High School Girls adorably dressed as
	matching kitties. Catwoman gets stern.

					CATWOMAN
			Wait, wait, you three. You're not
			cats, you're kittens, go home.

					HIGH-SCHOOL GIRL KITTENS
			No way, all we did was soap our
			sexist science teacher's car. We're
			still hungry...

	Giggling, the kittens scamper across the wooden plank. Just then,
	Adonis whooshes up between the two buildings in his jet-pack,
	cradling DJ Oink in his arms.

					DJ OINK
			So long, suckers...

					THE KITTENS

			Catwoman!

	Just as the Catwomen angrily process the sight of the fleeing
	D.J., they look out across to the opposite roof. Mammoth has
	emerged and is slamming a pick-axe down at the High School
	Kittens, who are all futilely rolling across the rooftop trying
	not to get impaled.

					MAMMOTH
			Kitties...Kitties...

					CATWOMAN
			Come on, Catwomen...!

	Catwoman turns to see the rest of the crew wagging away in fear
	through the rooftop door. Catwoman sighs.

	EXT.   RADIO STATION ROOFTOP

	Mammoth has one of the kittens cornered. He comes down hard with
	his pick-axe. Catwoman whip-wraps the pick-axe and tears it away.
	She then hurls another squadron of her sharp ballerina figurines.
	They stick harmlessly into Mammoth's boosted-up shield. She whips
	lifelessly against the shield as Mammoth fe-fi-fo-fums forward.

	The women go into a football-style huddle. They break with a
	simultaneous hand-clap. They all charge Mammoth at once,
	pounding, leaping, tearing onto him, despite his shield. He tips,
	tips back.  Over the edge. He grips up with one hand. His shield
	falls.

	EXT.   THE STREET BELOW--NIGHT

	The earlier-seen Grungie Ex-Boyfriend and Yuppie Ex-Boyfriend
	accidentally run into a face-to-face recognition.

					BOTH MEN
			Hey, you're the guy who...

	The ex-boyfriends simultaneously look up and get plastered by the
	falling invisible shield, crushing them below frame. The Catbride
	strolls up and smiles down to her crumpled Ex-es.

					CATBRIDE
			Wow, what a coincidence--two guys of
			different social backgrounds getting
			nailed into the ground by the same
			piece of multi-strength plexiglass.

	EXT.   THE ROOFTOP--NIGHT

	Mammoth hangs by his fingertips, looking up with baby eyes. All
	the girls melt.

					MAMMOTH
			Mammoth no want to die. Help Mammoth
			please.

					HIGH SCHOOL KITTEN
			Oh...Poor little guy...

					CATWOMAN
			Ah, my adorable kittens. Word of
			advice.  When choosing between you
			and the person who wants to hurt you.
			Choose you!  Kill Baldy!

	After a millisecond of contemplation, with baby cougar rage, the
	girls all wildly stomp on Mammoth's hand. He drops with a howl.

	EXT.   STREET LEVEL

	Moaning Mammoth crashes down atop the yuppie's BMW golf cart,
	demolishing it to dust, but setting off its annoying cart alarm.

	EXT.   THE ROOFTOP

	Catwoman lowers the Kittens onto a fire escape.

					CATWOMAN
			Scoot...

					HIGH SCHOOL KITTEN
			Thank you, Catwoman. Sorry for not
			listening to you before..

					CATWOMAN
				(mock-unsentimental)
			Go on, get out of here...

					CAPTAIN GOD
			So sweet. Protecting your litter. You
			can't tell, but I'm smiling.

	Captain God pleasantly traipses across the roof toward Selina. No
	Hurry. As they speak, they curiously circle each other, before
	relaxing into a closer and closer standing position at the edge
	of the roof, like honeymooners by the rail of a cruise ship.

					CAPTAIN GOD
			Hasn't anyone ever taught you that
			fighting violence with violence
			solves nothing.

					CATWOMAN
			It's a lot more fun than fighting
			violence with pamphlets. That
			voicebox of yours is a hoot. Say "I'm
			wearing no underwear"--it'll be
			funny..
				(getting serious)
			You do know you're evil, don't you?

					CAPTAIN GOD
			A superhero's job is to protect
			society.  Don't blame me if society
			is a horrible, corrupt joke.

					CATWOMAN
				(imitating him)
			"A superhero's job is to protect.."
			Sorry, I can't take you seriously...I
			overheard you say that tomorrow the
			Cult of Good will be dead--I should
			be so lucky--what did that mean?

					CAPTAIN GOD
			My, those little ears pick up a lot.
			The Cult of Good will die heroically
			preventing a world-class heist. Since
			we will be the ones performing the
			heist, our deaths will obviously be
			fake. But have no fear. There will be
			many other deaths tomorrow...and
			those will be quite real. I'm afraid
			these questions of yours put you in a
			position not unlike a long-tailed
			tabby in room full of rocking chairs.

					CATWOMAN
			Oh please, sir, one more. Are you the
			reporter or the architect?

					CAPTAIN GOD
			Yes. I am the reporter or the
			architect.
				(regarding outfit)
			You've been through so much..It looks
			like you've used up all nine of your
			lives...

					CATWOMAN
			I still have one left...

					CAPTAIN GOD
			You think so?...Selina?

					CATWOMAN
			You've seen me...

	Captain God suddenly savagely slams his power glove around
	Catwoman's throat in a completely incapacitating strangle. In her
	death throes, Catwoman's disoriented POV has the Captain's Helmet
	do a fantasy dissolve to reveal Brock Leviathan, wearing the rest
	of the uniform, seething in his own voice.

					BROCK AS CAPTAIN GOD
			The world has demanded that men get
			in touch with their feelings. That we
			look deep inside ourselves. Well, we
			have!  And you're not going to like
			what we have found!  You expected us to
			soften. To become more human. The New
			Male. The New Male is like the metric
			system. It will never happen here!

	Catwoman's POV does a wobble and suddenly it's a helmetless Lewis
	Lane, who is strangling and snarling.

					LEWIS LANE AS CAPTAIN GOD
			You tried to weaken us. Sap our
			energy.  And it almost worked. Men
			realize more than ever we have to go
			for the win.  Whatever you said we
			were too much of, we have to become
			more of. Violent.  Domineering.
			Uncaring. We're taking back lost
			ground!

	EXT.   THE ROOFTOP ACROSS THE WAY

	A SPECTACULARLY, FLAMBOYANTLY DONE UP CATWOMAN, which the savvy
	viewer will be able to discern as Selina's Mom, is slinking
	across the roof across the way with a grand bow and arrow. She
	raises it up.

	EXT.   THE ROOFTOP--NIGHT

	Back to complete reality, mystery man Captain God "kisses" the
	temple of the life-drained Catwoman, still taunting through his
	voicebox.

					CAPTAIN GOD
			The great thing is that even as I
			kill you, you find me more attractive
			than ever. You like the danger, the
			power, the mystery of my cruelty...

	A bolt arrow slams through the power glove with a nasty spark.
	Staggering back, Captain God unleashes Catwoman's throat in
	(amusing-through-the-voice-box) outraged agony. Gasping, Catwoman,
	heels God in the knee, crippling him, then does a 360 spin kick
	into his bonging neck. She dashes to the edge of the roof to see
	Spectacular Catwoman zipping away.

					CATWOMAN
			Ma?

	Captain God aches upward. Catwoman runs over him like carpet and
	pounds to the fire escape. God rasps into his wrist.

					CAPTAIN GOD
			She's coming down.

	Captain God re-collapses.

	EXT.   MAIN STREET

	In his hearty jet-pack, Adonis streams over the tranquil street
	strewn with the tranquilized Catwomen. He smiles over his evening
	accomplishments. His POV passes Catwoman standing placidly in an
	alley. He reverse-floats back. She is waving.

					ADONIS
			Here, kitty, kitty..

	Adonis thunders forward full-throttle right at a completely
	unmoving Catwoman in the narrow alley. The viewer gets his
	rocketing POV--until the POV suddenly stops in mid-air with an
	outrageous crashing sound. Another view reveals that Adonis has
	crashed smack dab into Mammoth's shield, which has been wedged
	into the mouth of the alley.

	Adonis crashes back onto his pack. Didi-Tabby, Kelly-Kat, the
	High School Kittens, and the Catbride emerge from hiding
	positions to congratulate. Catwoman tosses away the shield.

	Achingly smitten despite her recent empowerment, Didi-tabby sighs
	down to the sleeping Adonis. She bestows him a kiss, at first
	sheepishly, then hilsriously vigorously. Catwoman shakes her head
	in disappointment.

					CATWOMAN
			Oh, Didi...

					DIDI-TABBY
			Sorry. Hey, how did you know my name?

					CACTUS
			Yee-ha!  Looks like this town ain't big
			enough for the both of us, pardner!

	Cactus takes a Dodge City pose at the end of the catwomen-
	cluttered street. He loads a missile in his cannon-arm. Didi-
	tabby scurries to a busted window sporting goods store, rips up a
	small tennis ball machine, and hurls it to Catwoman, who catches
	it with one arm, without looking. Her mega-coolness crumbles when
	she realizes what she caught.

					CATWOMAN
			Tennis ball machine?

					DIDI-TABBY
			I tried.

					CATWOMAN
			A big gun would be nice.

	Didi-tabby sheepishly shrugs her shoulders. Making the best,
	Catwoman turns to Cactus. They do a traditional gunslinger walk
	toward each other down the street, holding their unorthodox
	weapons at their side. They dramatically stop.

					CACTUS
			Last words?

					CATWOMAN
			Hakkuna Matata. Means no worries.

					CACTUS
			I know what Hakkuna Matata means,
			you..

	They both "draw." Catwoman Eastwoods a tennis ball perfectly into
	the mouth of Cactus's cannon with a loud thunking noise. He tries
	to bang it out.

					CACTUS
			No, no, it's clogging...it's

	Cactus holds his machinery-arm away from himself with howling
	panic. It erupts, sending the rest of his body flying against a
	wall. Catwoman turns from the sight, to the viewer.

					CATWOMAN
			"Dat's gotta hurt."

	Catwoman high-fives the surrounding Catwomen. Their joy is short-
	lived as Spooky, with too-fast-to-fast-to-register speed, thwacks
	everyone but the original catwoman to the ground with her trusty
	spear. It replaces itself into its small white-box holder.

					CATWOMAN
			Hello, Spooky.

					SPOOKY
			I don't want to hurt you, Catwoman.
			Yet.  After tomorrow, you can do
			anything you want, but please, just
			stay out of sight for the next 24
			hours. I won't stand by and watch my
			leader get all emotional over an
			animal like you. I warn you, don't
			tempt Captain God when he is angry.
			Let is complete our mission in peace.

					CATWOMAN
			Whatever you say...Sis.

	Spooky slightly double-takes at the last syllable--then charges
	into the night. All at once, the streetful of Catwomen behind
	Catwoman rouse from their forced hibernation. They individually
	drift off in eerie silence.

	INT.  THE INCREDIBLY DULL HOME

	The Dull Wife comes back into the frame and re-sits behind her TV
	Tray, unnoticed by her dull husband. She has a bandage on her
	forehead--and a barely perceptible smile.

	EXT.   OUTSIDE THE HUT--DAY

	As if in the throes of a bad hangover, Selina rustles out from
	her Hut. She freaks up at the sight of Lewis Lane strolling from
	a parked golf cart.

					LANE
			Good morning.

					SELINA
			Ah!  You scared me!  How did you know to
			come here!  Have you been spying..

					LANE
				(sneezing)
			No, of course not. You're listed. Not
			the hut, exactly, but the rest of..

					SELINA
			Well. I'd let you come in, but the
			place is a mess...

	For comical effect, the viewer gets a view of the couple out
	through the open door of the creepy lair.

					SELINA
			Next time, call...

					LANE
			I thought you'd like a ride to work.
				(heavy sneezing)
			You don't own a cat, do you?

	As Lane turns toward his cart, Detective Selina mischievously
	calls out.

					SELINA
			Hey, Captain God!

					LANE
				(turning around)
			What did--?

					SELINA
			You turned around!

					LANE
			Yes, you shouted the words "Captain
			God" at me for no reason...

					SELINA
			Oh, do you turn around every time
			somebody just shouts at you?

					LANE
			Actually, yes.

	Selina nods, not really knowing if she just proved something,
	then knowing she didn't prove anything. Head down, she stomps to
	the cart.

	EXT.  STREETS OF OASISBURG

	Still suspicious as hell and who can blame her, Selina warily
	watches her driver as they putter a side-street. Both are in
	groovy sunglasses.

					SELINA
			Did you try to kill...

					LANE
			What?

					SELINA
			Nothing. How's your hand?

					LANE
			About the same. Thanks for
			asking...Damn blender.
				(a beat)
			Okay, I can't stand it anymore, I'm
			dying to know--Did you try on some
			whiskers last night and hit a 7-11
			along with all those other women?
			You had to have thought about it--a
			Catwoman for a night?

					SELINA
				(under her breath)
			Like you don't know...

					LANE
			I'm having a hard time picking up
			your signal this morning--What did
			you say?

					SELINA
			I said I saw you last night. What
			were you doing hiding in that alley,
			running off when the superhero alarm
			sounded...

					LANE
			I was doing my job. At the risk of
			sounding egotistical, I didn't become
			the best reporter in the world
			sitting by the phone. I was chasing
			tail all night--I was not spying,
			intentionally, on your hot and heavy
			date with "Brock Leviathan,
			architect."
				(a beat)
			I can't believe he ordered white
			wine.  You do know white wine is not
			real wine...

					SELINA
			Hey, I thought...

	The Cart turns a corner onto Main Street and Selina cuts off.
	Like war-torn refugees fleeing their homeland, a Zhivagoesque
	parade of Tourists rumble down the street with their suitcases.
	The Painfully Demanding Tourist Woman, still covered in sewage,
	zombie-walks, tugging wheeled Gucci.

					LANE
			I'm afraid last night was the last
			straw of our city's tourists. The
			Mayor, in his finite wisdom, is
			throwing a "Month of the Woman"
			luncheon ball for the public this
			afternoon to try and calm everyone
			down. I thought maybe you and I
			could...

					SELINA
				(end of her rope)
			Go together?  Sure, why not?  Another
			date with someone who could be an
			insane messenger of death for all I
			know. No offense. Hey, lean over, let
			me smell your breath..Say
			in a deep voice, "A superhero's job
			is to protect..."

					LANE
			You're scaring me, Selina.
				(a suave beat)
			Do it some more.

	Selina stares deeply into Lewis Lane's eyes, trying to get a
	reading. She breaks her stare with a surrendering laugh.

					SELINA
			I give up. I give up.--I can't figure
			you out. Not gonna try.

					LANE
			You can't figure me out. You're the
			strange one..

					SELINA
			You are...

					LANE
			Uh-huh..

	It seems as if they are going to kiss. Then Lane sneezes. Selina
	laughs as the cart chugs up to the Fun Palace.

	INT.  MAIN AREA OF THE FUN PALACE

	The regular casino tables have been completely cleared out.
	Workers (and a chamber orchestra) are setting up for a banquet-
	type event.  An entering Selina watches Lane walk over and shake
	hands with the Mayor and Frank, pulling out a notepad. A MONTH OF
	THE WOMAN banner is raised up...

					MAYOR
				(way nervous)
			It'll work. It'll..Thanks for coming,
			Lewis. I think this little event will
			turn things around for the gals.
			Don't you?  Don't you think?  The
			Tourists will return, right?  Right?

					LANE
			I'd probably refrain from using the
			word "gals." At least, until things
			calm down.

					MAYOR
			Good thinking. The Cult should be
			here for this...

	Out of his pocket, the Mayor presses a portable version of the
	big red Cult of Good call-button.

	EXT.  HIGH SCHOOL FOOTBALL FIELD

	The CIVILIAN CACTUS is a brutal high-school football coach,
	bellowing down to line of PLAYERS doing push-ups. He wears a fake
	cast to cover his lack of arm. He pulls a beeping beeper from his
	windbreaker and trudges off.

	INT.  A BUNCH OF LONELY OFFICE CUBICLES

	THE CIVILIAN SPOOKY works a phone in a cramped office cubicle,
	the height of loneliness. She pulls up a beeping beeper and exits
	her space, passing by a multitude of cubicles in which OTHER
	ASIAN WOMEN are toiling away in solitude.

	INT.  THE SET OF A FASHION SHOOT

	The CIVILIAN ADONIS is a male model. Wearing barely existent
	bikini briefs, he is holding up a Zima, on an all-white studio
	set, before a snapping-away FLAMBOYANT PHOTOGRAPHER. Somehow
	pulling a beeping beeper from the back of his briefs, he races
	off the set.

	EXT.  THE COMFORTABLE DOORWAY--DAY

	Selina and the women workers are in their familiar break-time
	place, completely silent and completely at ease. They are all
	eating(!) from Chinese take-out boxes passing them back and forth
	to each other in wonderful syncopation (They all wear small
	bandages). Didi touchingly breaks the sweet tranquility.

					DIDI
			Remember when you said you had
			amnesia, Selina?  I think I had
			amnesia, too. I had forgotten that
			I'm something more than a spazz.

	Bandage just over her eye, Esmeralda comes into the doorway.
	Everyone stiffens.

					ESMERALDA
			The event is starting. But you know,
			no hurry, take your time. Finish
			eating...You're all doing a great
			job.

	Esmeralda floats off. The stunned women drift back into their
	bliss. Selina most blissful of all.

	INT.  THE MAIN AREA OF THE FUN PALACE

	Doing some last-minute tugs on a simple but sophisticated dress,
	Selina saunters into the polished and impressively subdued main
	casino area. Upstanding citizens mill about, chatting with that
	certain post-Earthquake-Riot-Mass Catwoman Attack unease.

	The chamber orchestra plays something ever-so-pleasant. Couples
	stiffly dance across the floor, the men a little afraid to lead.
	Adonis, however, is really working the floor. Women, both
	bandaged and unbandaged, satellite around him breathlessly
	waiting for their turn. Didi gets a giddy turn.

	Very antsy in their nice garb, most of the women are wearing some
	sly form of bandage. They are very tentative around each other,
	holding in a secret that is not a secret but must remain a
	secret.  Selina holds out a tube of cream to the bandaged Sweet
	Young Woman who was last night's Catbride.

					SELINA
			It's very good for burns.

					CIVILIAN CATBRIDE
			Thanks. I was cooking last night and
			you know...

					SELINA
			I know.

	The voices of DJ Oink and a happily armless Cactus make a nails-
	against-blackboard waft to Selina's ears. She turns to them
	kicking back at the bar with the Mayor.

					CACTUS
			Oh, and they're flopping around in
			the water, just squealing their
			little lungs out..

					DJ OINK
			Women--the way they were meant to
			be...Next time you got to get it on
			film...

					MAYOR
			Now boys, let's keep everything
			nice..

	Selina clenches her fist and begins a simmering trek toward Oink,
	when Brock touches out to her shoulder.

					BROCK
			Selina, did you make it home, all
			right?  I tried calling, but your
			mother said that there was "no
			extension in the Hut." Whatever that
			means..

					SELINA
			I got home fine. How's the
			"warehouse."

					BROCK
			Fine. You're angry. Don't be. The
			important thing is we're together
			now..

					SELINA
				(warming up)
			At some sanctimonious celebration of
			condescension. Nothing like appeasing
			half the population with a two hour
			luncheon.

					BROCK
				(smiling)
			Exactly. I don't know what I'd do
			without you.

					SELINA
			Uh Brock, today you are without me...

					LANE
				(possesively, toward Brock)
			There you are darling...Have we met,
			Lewis Lane, Oasisburg Times.

					BROCK
				(sparring)
			Oh, how long have you had your own
			route?

					LANE
				(re-sparring)
			Can I just say what a classy touch
			the neon urinals are, Mr. Architect?  I
			just love risking electrocution every
			time I..

	Selina drifts from the increasingly unsubtle macho stand-off...to
	Spooky leaning alone against a pillar.

					SELINA
			What's a powerful man like you
			standing all alone for?  Dance with me?

					SPOOKY
			I'm sorry, Miss, one of us needs to
			keep surveillance...

					SELINA
			Oh pooh, come now. If you turn me
			down, I just might throw a fit..you
			know how us girls can be..

	Selina takes Spooky's hand and tugs her amid the other couples.
	The supremely robust superhero is now awkwardly trembling
	klutz...but she calms as Selina's arms slide around her. As they
	speak, their meandering takes on a voluptuous rhythm.

					SELINA
			What's it like being a superhero?  It
			must be frightfully exciting..How did
			you guys all get together?

					SPOOKY
			We met on the Internet. The Captain
			put out a cryptic message calling for
			a new order of crimefighters. We
			don't even know each other's true
			identities...

	Brock and Lane stand together, staring a little dumbfounded at
	the perversely electrifying couple on the floor. Selina spins
	into a sultry lean-back against a masculinely receptive Spooky.
	Losing her superhero stiffness, Spooky lets herself get into the
	groove.

					SELINA
			You seem sad, Spooky.

					SPOOKY
			I'm not sad, no, I owe the Captain my
			life. It's just you think you want to
			help prevent crime, but you realize
			that's too complicated. It's a lot
			more fun to punish crime. Then after
			a while, you don't care what's a
			crime and what's not, what you became
			a Warrior for. You just want the
			kicks. The rush.

					SELINA
			The kicks..the rush..you mean, like
			pulling heists..faking your own
			deaths..killing innocent
			bystanders...like Mexican angels.
				(a whisper)
			I know you're a woman. Do you?

	Spooked, Spooky stops dancing. She backs away through the crowd.
	At an elevated podium, the Mayor taps the microphone.

					MAYOR
			If I could briefly have everyone's
			attention...This is the way it should
			be between men and women.  Nice. Just
			nice.  Women of Oasisburg, I hope
			this Month of the Woman celebration
			tells you just how wonderful we think
			you gals truly are.  Did I say
			"gals?" Women. I hope those of you
			who were.."bad" last night have got
			something out of your system. Last
			night's harm was not just to men--my
			wife, my lovely wife, was going out
			for groceries, minding her own
			business, when she was brutally
			attacked...A poor innocent victim..

	The Mayor motions to the woman sitting down beside him. It is the
	Wild-Using-Her-Hair-as-a-Whip Minx from last night, now in a
	Pilgrim dress, hair demured into pony-tails. Selina and some
	other women around her simultaneously cough out in suppressed
	laughter.

					MAYOR
			We must thank the valiant efforts of
			the Cult of Good, who did much to
			contain the madness, especially in
			light of the deaths of other
			superhero teams over the past years
			in St. Louis and Atlanta. As we
			speak, Captain God is following up
			some important leads.

	Trying to get a bead, Selina glances to Lane sidling up to her,
	then over across to Brock. They both smile out responding eye-
	contact.

					MAYOR
			I'm told there's quite the solar
			eclipse happening this afternoon, so
			we should probably keep things
			moving. No one has been more eloquent
			about the nightmare facing us than
			Dr. Penelope Snuggle, author of The
			Catwoman Complex.

	Frank pokes up, leaning to the Mike. He holds up a vivid, rainbow-
	colored flyer.

					FRANK
			Before we bring Penny out, I just
			want to remind everyone that
			tonight's big mystery promotion at
			the Fun Palace has not been post-
			poned. I hope we can all come
			together as a community and have
			some, you guessed it, fun. Doctor?

					PENELOPE
			Thank you, Franklin. I can only hope
			some lessons were learned last night.
			That female power only causes
			unhappiness and ugliness...

	Selina rolls her eyes. She flees the offensiveness at the podium
	beelining to a door marked LADIES.

	INT.  LADIES ROOM--DAY

	Selina enters into the vast, briefly-seen-earlier bathroom lounge
	area. She moves to the mirror...The Door is pushed shut behind
	her.  It is Spooky. Selina remains calm as she approaches.

					SPOOKY
			You're the One. I thought I told you
			to stay hidden behind the couch, CAT!
			You've torn the unit apart.  You've
			driven a great leader insane...

					SELINA
			You going to talk all day?

	Pulling out her Catwoman outfit out of her seemingly too small
	purse, Selina drifts into a stall. Spooky goes into another.

	INT.  MAIN CASINO AREA--ECLIPSE DUSK

	Penelope builds to an insufferable crescendo.

					PENELOPE
			Let's face it, this whole "strong"
			woman thing has been done to death. A
			woman doesn't need to go through the
			pain of "finding herself," she needs
			only to be found. I say let him do
			the work..Let him have all those,
			what do you call them, "life
			experiences." Ooh, here comes the
			eclipse, don't look up.

	The viewer's viewpoint tips up to a grand skylight above.

	THE MOON

	begins to edge before the sun.

	INT.  THE LADIES ROOM--ECLIPSE DUSK

	Selina emerges from the stall in her Catwoman outfit at the same
	time Spooky emerges. Dark hair running over her shoulders, Spooky
	has taken off her hood and has unstrapped her breasts.  Without
	directly looking at each other, the women do some last-minute
	primping in the bathroom mirror. Followed by some casual
	calisthenics. Then...

					SELINA
			Nice breasts.

					SPOOKY
			Thanks.

	Spooky swings out her leg for a direct hit into Catwoman's head.
	Catwoman counters with an elbow to the stomach immediately
	followed by the other elbow coming around to hit Spooky's bent-
	over head.  They expertly swat, parry, and thrust.

	Sun disappearing outside the window, giving up on the admirable
	martial artwork, Selina and Spooky get primal. They claw into
	each other in a violent parody of their recent dance. They swing
	into a spine-to-spine position grappling onto each other's
	face/hair. TWO SUPERIOR SCOWLING WOMEN stroll into the lounge.

					SCOWLING WOMAN
			Well, well, would you look at that--
			"Catwoman #1." She's not so tough.
			I'm more of a Catwoman than that
			poser could ever be..

					SCOWLING FRIEND
			Oh, I'm so sick of you thinking
			you're better than everybody...I'm
			a better Catwoman than either one of
			you...

					SCOWLING WOMAN
			You want a piece of me?

	The Scowling Women exchange scowls and pull Catwoman outfits from
	their purses, banging into separate stalls. The Civilian version
	of the Copycatwoman moseys in with a friend. She immediately
	bristles at the sight of Catwoman and Spooky crashing up into the
	bathroom mirror...

					CIVILIAN COPYCATWOMAN
			That's the bitch that stole my whip!

	INT.  MAIN CASINO AREA

	Another crash is heard. Along with a couple well-placed
	screeches.  The sun coming down from the skylight begins to
	completely evaporate. By some warped radar, women rise from their
	tables and drift from the dance floor...toward the door of the
	Ladies room.

	CATWOMAN OUTFITS

	are torn from purses in quick, elliptical montage.

	THE MOON

	is halfway over the sun.

	CATWOMEN

	of all kinds burst from stalls in quick montage. Finally, TWO
	DESIGNER-DRESSED CATWOMEN emerge from side-by-side stalls in the
	exact same outfit. They look to their own ensemble and then
	over....and then angrily lunge into each other.

	INT.  FULL VIEW OF THE LOUNGE

	The vast lounge is now crammed with raging Catwomen, both
	familiar and unfamiliar. Ids hanging out, the Catwomen feed into
	each other, separating themselves into violently squabbling,
	scratching, clawing, bitch-slapping clusters.

	Catwoman and Spooky remain the battling centerpiece.

					SPOOKY
			Can't you understand--I got tired of
			being a woman. I wanted the respect
			that only a cape, boots, chestplate,
			and a mechanical spear can bring..

					CATWOMAN
			You're not strong. You're
			scared..scared that someone like me
			will see right through you.
			Whatever the Cult of Good was, it's
			not anymore... You don't have to
			listen to me, just listen to you..

	A Dress-for-Successed Executive Cat crosses claws with a
	HOUSE(WIFE)CAT.

					FEMALE EXEC CAT
			You Housewives have no idea what we
			go through!

					HOUSECAT
			You Career girls have no idea what we
			go through.

					FEMALE EXEC CAT
			Did you just say "girls?"

	White leathered Kelly-Kat and Didi-Tabby swing before Esmeralda
	in her Tiara-ed Cat ensemble.

					KELLY-KAT
			Well, well, look who thinks she's a
			Catwoman..

					DIDI-TABBY
			You're one of us when it's night, but
			during the day, you're the cruelest
			exploiter of all..

					ESMERALDA CATWOMAN
			Oh, like I'm afraid of you minimum
			wage morons..

	Openly screeching, the Fun Palace Trio tear into each other. A
	BEAUTIFUL MODEL-CATWOMAN is fending off an attack from the Twin
	Overweight Catwomen.

					MODEL CATWOMAN
			I don't have to apologize for my
			beauty!

					TWIN CATWOMAN #1
			We're not asking you to apologize.

					TWIN CATWOMAN #2
			We're asking you to scream in pain!

	A REPRESSED CATWOMAN is dunking the bikini-ed Mardi-Gras Catwoman
	in the sink.

					REPRESSED CATWOMAN
			You're a slut!

					MARDI GRAS CATWOMAN
			So?  What's it to you?

	TWO CATWOMAN SISTERS are pounding on each other.

					CAT-SISTER ONE
			Sis, stop it...

					CAT-SISTER TWO
			Oh, the little princess can't take
			it!  Admit it, Mom loves you more!

					CAT-SISTER ONE
			Who can blame her!?!

	INT.  THE MAIN CASINO AREA

	The rays of the sun drain away from the skylight. Completely
	abandoned by the female sex, the Men in the room uncomfortably
	fidget in classic "Waiting for Girlfriend to come out of the
	bathroom" mode. They mosey toward each other with amiable half-
	smiles.

					MAYOR
			Women, huh?

	The men animatedly nod and mumble semi-audible approval. An
	AVERAGE JOE pipes up.

					AVERAGE JOE
			Anybody see the game last night?

					FRANK
			Oh, yeah, it was excellent!

	Revving into tribal ritual, the men release their tensions,
	magnetizing into a robust semi-circle around the Average Joe.

					AVERAGE JOE
			Fourth Quarter. Pacers down by 14--
			no chance, right?  Wrong..

	THE MOON

	completely suffocates the sun in a perfect eclipse.

	INT.  THE LADIES ROOM

	The feline frenzy continues. The Mayor's Rapunzel-Wife is back in
	her savage state, violently whipping around her hair.  Repressed
	Catwoman and Mardi-Gras Catwoman still jostle by the sink.

					REPRESSED CATWOMAN
			You know men only go out with you
			because of the provocative way you
			dress.

					MARDI GRAS CATWOMAN
			At least they go out with me.

					REPRESSED CATWOMAN
			Men go out with me!..In theory.

					MARDI-GRAS CATWOMAN
			Cousins don't count.

					REPRESSED CATWOMAN
			Who says?

	The Elderly Catwoman launches a kick into the young Cat-bride.

					ELDERLY CATWOMAN
			You young people have no respect!

					CATBRIDE
			Yeah, well--you're old!

	Catwoman and Spooky ever-so-slightly halt their fisticuffs to
	take in the havoc they have created. Then go back to battle.

					FEMALE EXEC CAT
			I'm a good mother!

					HOUSECAT
			You mean, "Consuela" is a good
			mother..

					FEMALE EXEC CAT
			How did you know our nanny's name
			is...Lucky guess!

					HOUSECAT
			What's the name of your child's best
			friend?

					FEMALE EXEC CAT
				(a beat)
			Ask me another one--

	The Nun Catwoman is pinning the all-Red Redhead Catwoman to the
	ground.

					RED CATWOMAN
			I'm telling you!  I'm not your
			husband's mistress!  I'm a lesbian!

					NUN CATWOMAN
			Oh, that's just like something she'd
			say.

	The Twin Overweight Catwomen are shoving a club sandwich into the
	Model Catwoman's mouth.

					TWIN CATWOMEN
			Eat!

	INT.  THE MAIN CASINO AREA--ECLIPSE NIGHT

	In sweating, desperate denial of the hormonal explosion a door
	away, the Men happily hang upon the enthusiastic yarn-ESPNing of
	the Average Joe.

					AVERAGE JOE
			And then he misses both free throws.
			Coach's on the bench, freaking out,
			right?  Five minutes ago, they had this
			game won. And now..

	Penelope Snuggle, in a snit, cuts before the men.

					PENELOPE
			This madness must end once and for
			all...

	She marches into the Lounge doors. Average Joe continues.

					AVERAGE JOE
			Okay, so now two seconds left--
			Miller-- perfect open court steal,
			runs to three point country and..

	Penelope comes flying back out on her back, scratched and covered
	in stray bits of fur. The men are completely silenced as she
	twitches in epileptic terror.

	INT.  THE LADIES ROOM--ECLIPSE NIGHT

	Sanity to the wind, the large, now-eerily-shadowy lounge has been
	completely swallowed by the most multi-layered, full-throttle cat-
	fight in the history of cinema. The women totally communicate in
	cat-screeches, all human capabilities on hold.

	INT.  THE MAIN CASINO AREA--ECLIPSE NIGHT

	At a neglected table, Lane somberly sits himself down to the side
	of a cool Brock. Without looking to each other, the Men stare to
	the lounge door, speaking with double meanings and impossible-to-
	gauge expressions.

					LANE
			Women, huh?

					BROCK
			They do take their time. So..Selina
			Kyle...

					LANE
			Selina Kyle...lovely person.

					BROCK
			She has a real spirit.

					LANE
			A bit on the suspicious side, don't
			you think?

					BROCK
			She has reason to be
			suspicious..Doesn't she?

					LANE
			I suppose she does.

	Catwoman and the unmasked Spooky suddenly come careening out,
	slamming right on the table, in a vicious mutual death lock. The
	two men watch calmly without intervention. The female pair go
	shattering out a window.

					LANE
			I better go report this in...

					BROCK
			Oh, you don't have to explain to me
			where you're going...

	The rest of the Catwomen tidal-wave out of the ripping-from-its-
	hinges Ladies room door, taking over the floor, in a spectacular
	ballet of violence. The Men gape.

	EXT.  OUTSIDE THE CASINO

	Sprawled on their backs in a puddle glass, Spooky gives
	Catwoman an "Enough already" backhand, knocking her unconscious.
	Spooky dashes off.

	INSIDE

	The Cat-commotion rages on. Losing it, the Men rip out their gold
	cards for another mad dash to the Gentleman's Club. The gridlock
	proves too great, so many wailing Y-chromosomes change direction
	and roar out the frenetically sliding-back-and-forth front door
	into the "night."

	THE MOON

	eases half-way out of the sun in the longest eclipse of all time.

	EXT.   TOWN SQUARE--ECLIPSE NIGHT

	Spooky pants into the darkened by lack-of-Sun Town Square.
	Captain God is waiting for her.

					SPOOKY
			I want out of tonight's mission. I
			can't do it anymore, Captain. I can't
			let innocent people die to prove our
			superiority..I can't.

					CAPTAIN GOD
			Just like a woman. You want out.
			You're out.

	Brutus and Cassius to Spooky's Caesar, Adonis and Cactus bound
	from the shadows to surprise attack the exhausted Spooky. They
	bash her with blunt instruments then rush back into the darkness.
	Her white compact "spear" device is knocked from her person,
	dribbling away down the street.

					SPOOKY
			Why are you--I fought for you with
			honor.  Why should it matter if I'm a
			man or a woman, as long as I'm a good
			warrior.

					CAPTAIN GOD
			Of course it matters!  It throws off
			everything!  "Superhero" is manhood's
			highest achievement. Manhood!  Your
			dirty little secret has diseased us
			to the core. You were my buddy, my
			comrade-- women aren't buddies, women
			aren't warriors!  You tried to turn the
			Cult of Good into some after-work
			softball team!  It's time to get thrown
			from the treehouse...

	The other Do-Gooders charge out again, but this time she
	energizes to fire her fists on the outflanked, one-armed Cactus.
	One leg firmly planted, Spooky tips the rest of her body upside
	down to slam Adonis to the ground with her back heel (a famous
	maneuver of renowned Hong Kong actress Michelle Khan--hint,
	hint).

	Coming out of that show-off move, she gets hit by Captain God,
	topped by a painful head-butt from his helmet.

	The white "spear" object continues to roll across the pavement.
	Clacking into the street, Catwoman picks it up. She looks up to
	see Spooky collapse against Captain God.

					SPOOKY
			I loved you.

					CAPTAIN GOD
			I know.

	Three firing sounds are heard. Spooky slumps down away from
	Captain God. He lifts his smoking finger and blows it.

					CACTUS
			Ah, did you hear that?  Spooky loved
			you...

					CAPTAIN GOD
			Yeah...pretty gross. Hurry, we've got
			work to do.

					ADONIS
			Freak.

	As his partners rush off, Adonis pivots back to give Spooky a
	last kick. Turning back around, he faces Catwoman, who angrily
	slams the white device into Adonis's mouth, then leans forward in
	a seething whisper.

					CATWOMAN
			"Spear."

	A harsh twanging sound-effect, a muffled moan, and Catwoman's
	blown away expression tells the viewer the Spear has just sprung
	open in Adonis's mouth. Moving out for a wider glimpse, Adonis
	lurches away, the spear completely bursting through both his
	cheeks (Don't worry, his back is turned to the grateful viewer).
	Catwoman rushes to Spooky.

					CATWOMAN
			I heard what you said, Spooky. I
			can't believe he shot you...

					SPOOKY
			Men, huh?

	From a pouch at her waist, Spooky tugs up a small, strange chunk
	of gold and presses it into Catwoman's paw.

					SPOOKY
			For when the time comes..

					CATWOMAN
			For when the..Uh, yeah, thanks, a
			little gold piece of...gold. Uh...

					SPOOKY
			And I...I..want you to know our
			secrets..

	Spooky next tugs out a computer disc and puts it in Catwoman's
	baffled hand..

					CATWOMAN
			Oh no, not a computer disc. A
			computer disc?  Oh man, come on, what
			do I look like?  I'm not a crime-
			fighter, I'm not a detective, what,
			I'm supposed to find some "clues" on
			this disc. I can't...

					SPOOKY
			The Mission is happening
			tonight..It's up to you to...to save
			the City...

					CATWOMAN
			"Save the City?" I don't want to save
			the city, I want to move!  Listen, I'm
			sure the computer disc is pretty
			fascinating and I can't thank you
			enough for the little weird gold
			thingie, but..

					SPOOKY
			You know, my name's not Spooky. It's,
			it's Rachel.

					CATWOMAN
			Hello, Rachel. I'm Selina.

	Spooky dies. Catwoman shudders. The uneclipsing Sun begins to
	blaze a perfectly lined wave of light across the Town Square.
	Catwoman springs away from it in terror. She runs out of the
	remaining darkness of the frame. The Sun rolls completely over
	Spooky's body.

	EXT.   OUTSIDE FRANK'S FUN PALACE

	In completely silent mass-exodus, back in their messily tugged-
	back-on civilian clothing, bruised on the outside and the inside,
	the ex-Catwomen of Oasisburg stagger out from the Fun Palace into
	the shining light. The Men of Oasisburg rise from cowering
	positions on the Casino grounds. Everyone wordlessly connects up
	and walks forward into the sun.

	INT.  LIBRARY--DAY

	The sun shimmers through a big glass window of a staid library.
	Casually dressed but seriously expressioned, Selina is scrunched
	in a cubicle work area in glasses. She puts the disc into a
	computer.  The black cat watches from Selina's lap.

					SELINA
			Okay, what do ya got?  This better be
			bad.

	Words vividly flash upon the screen. MISSION ONE  CODENAME: THE
	GATEKEEPERS OF JUSTICE  LOCATION: ATLANTA.

					SELINA
			Mission one..the Gatekeepers of
			Justice...Atlanta.
				(to Cat)
			I'm sorry, it's not like you can't
			read it yourself.

	Selina hits a button unleashing a precise stream of computer
	graphics. The viewer zooms through the schematic doors of a
	virtual Museum. The next imagery is of paintings disappearing off
	the walls. The viewer then is drawn to the graphic of a bomb in
	the mock-Museum. The virtually created Museum blows up.  Spooky's
	voice takes everyone through it.

					SPOOKY'S VOICE
			Report attack on Museum. Steal
			artwork yourself. Blow up everything
			including you. Press C for museum
			blueprint, press D for security
			system access codes...

					SELINA
			Okay, okay..How spooky..Let's see
			what's in the next chapter..

	More enigmatic words. MISSION #2  CODENAME: THE AWESOME POWER
	SQUAD  LOCATION: ST. LOUIS. A rush of images move over Selina's
	glasses.

					SELINA
			Same drill with a bank..steal
			everything then blow it up. Dare I
			say the words, "I see a pattern."

	The next words are MISSION #3  CODENAME: CULT OF GOOD  LOCATION:
	OASISBURG.

					SELINA
			I really, really, see a pattern.

	The next images are scrambled up.

					SELINA
			No fair!  Must come on-line at the time
			of the mission, but we don't have the
			time, Miss Kitty.  Something's being
			stolen and something's being
			destroyed in Oasisburg, tonight. But
			who are the Gatekeepers of Justice?
			And "Blow yourselves Up?" I guess
			that's the whole fake death thing,
			key word being "guess"...what am I
			doing here?

	A NERDESQUE LIBRARY CLERK moseys up to the strange woman talking
	to her cat.

					LIBRARY CLERK
			I'm sorry, ma'am, there are no pets
			allowed in the library...

					SELINA
			But I'm blind.

					LIBRARY CLERK
			It's seeing-eye dogs, ma'am. If I let
			the cat stay, will you go out with
			me?

					SELINA
			What if I say I'll go out with you,
			so you can have all these great
			daydreams, but then never actually
			talk to you again?

					LIBRARY CLERK
				(not exactly what he wanted but..)
			Okay, deal.

					SELINA
			"I'll go out with you." Now go get me
			these old newspapers...

	INT.  ANOTHER SECTION OF THE LIBRARY--LATER

	Selina slams out a back-issue of the Atlanta Constitution across
	a wide library table. The cat hops up beside it. The newspaper
	shows the aftermath of a Museum Explosion with the obvious
	headline MUSEUM EXPLOSION--TREASURES LOST--28 DEAD--FIVE OF THEM
	SUPERHEROES. Selina para-murmurs.

					SELINA
			"completely destroying the
			Museum...valuable artwork lost
			forever...blah, blah...since the
			superheroes had secret identities..no
			medical records to identify...more
			blah-blah..burned capes and a severed
			arm found at the scene determine..."

	Selina crashes down into a chair and turns the page to a large
	picture (captioned IN MEMORIAL--THE GATEKEEPERS OF JUSTICE) that
	shows the familiar current members of the Cult of Good, in a
	different set of uniforms, with different captioned names (like
	Mr. Big--Mammoth, Mr. Strange--Spooky, Mr. Handsome--Adonis). It
	is easy for the viewer to see the charade.

					SELINA
			Recognize anybody, Miss Kitty?  Same
			deal with St. Louis and the Awesome
			Power Squad, no doubt...

	Selina flickers a glance to a St. Louis newspaper that shows the
	Cult of Good in yet another kind of costumage (with a notable
	leader named The Mighty Helmeted One). The headline reads THEY
	WILL BE MISSED.

					SELINA
				(nirvana)
			These so-called superheroes are
			modern day pirates, ruthless Viking
			mercenaries who go from major city to
			major city, secretly trashing and
			pillaging away as good guys. They
			eventually get bored and end their
			excursions by grandly faking their
			own deaths while at the same time,
			pulling off a world-class heist. How
			easy is this detective stuff?  I know,
			I know, I still don't know where the
			big Oasisburg attack is going to be
			tonight, but I'm telling you...
				(deadpan halt)
			Well, would you look at that, Merry
			Christmas. There is a God. And his
			name is Brock.

	Selina looks down to a stray page of the Atlanta newspaper. It is
	a photo of Brock Leviathan, in a hardhat, cutting a ribbon for
	the opening of one of his creations. Selina growls in triumph.

					SELINA
			Brock Leviathan--in Atlanta the same
			time as the psycho-superheroes. Two
			plus two equals--I got you. I got
			you!  Finally I know who to drop and
			who to date-- Finally...
				(deadening)
			Darn.

	Obliviously relaxing, the black cat stretches its nails to a
	picture of Lewis Lane, writer of his own Atlanta newspaper
	column.

					SELINA
			You, too...
				(had enough)
			That's it...

	Selina rips up her whining cat and bolts from the cubicle.

	INT.  CASINO--LATE AFTERNOON

	Still in civilian clothes, Selina stands in the dealer's position
	at a card table. Brock Leviathan and Lewis Lane sit across from
	her. They calmly watch her wildly expertly shuffle a deck. She
	makes Brock cut. Then shuffles some more. She leans over and with
	one hand flutters the deck into the air.

					LANE
			Selina, are you okay?

					BROCK
			Yes, did you call us here for any
			particular reason?

					SELINA
			Tonight, somewhere in the city,
			innocent people will die--but then
			one of you knows that; for one of you
			is a vicious pirate-terrorist posing
			as the beloved superhero Captain God.

					BROCK
			What did you say?  Selina, sit down,
			the entire city is going crazy...You
			have to just calm down...

					LANE
			Hey, architect--she's joking. Right,
			Selina?  Selina?

					SELINA
			I'm not through. This will come as a
			shock. Again, to one of you. I am
			Catwoman. The Catwoman.

	Both men recoil with requisite dismay. Selina intensely scans
	from one to the other, unsuccessfully gauging a giveaway
	reaction.

					SELINA
			Hmm. Not bad.

					BROCK
			You're telling the truth. I can
			tell..How did this..

					LANE
			Some reporter I am..all this time my
			story is right there in front..I have
			a lot of questions.

					SELINA
			Fine, fine, at a later date, I'll be
			more than happy to talk about my
			perverse psychological complexities
			with the one who's not the creep. But
			for now, I'm drilling inside your
			brains...I bring up the whole
			Catwoman thing for one reason.  I bit
			Captain God in the hand and the next
			day you both show up equipped with
			big bandaids and wobbly excuses--
				(pointedly to Lane)
			"My grandfather is inventing a new
			kind of blender.."

					BROCK
				(wincing a smile at Lane)
			You're kidding.

					LANE
			But it's true!  You can call him
			yourself.

					SELINA
			Lose the smile, Mr. Good Reflexes. We
			were having a pretty okay time the
			other night--good food, good
			conversation--some Catwomen show up
			and it's "You need cab fare?; I got
			to go to my Hideout--Oh, I'm sorry, I
			mean "warehouse."

					LANE
			Not too cool...

					SELINA
			Then there's you, Louis, sneaking
			through back alleys and surprise
			visiting me at my home..Both of you
			have been way too frisky from the get-
			go. I'm actually a pretty amazing
			person--funny, smart, attractive when
			I get my sleep--but you two had no
			way of knowing that-- when I met you
			both I was basically a morose,
			depressed amnesiac incapable of any
			human feeling. The only reason one of
			you wanted to go out with me is
			because you knew I was Catwoman.

					BROCK
			You're right, I wasn't looking to
			fall in love with a casino worker.
			I'd given up trying to find anyone.
			But there was a fire in your eyes
			that cut right through the air
			conditioning and through the coldness
			of my heart.

					LANE
			Your uniform, that first time I saw
			you, was a ghastly cage I vowed to
			unlock in order to..

					SELINA
			Stop, stop, you're both making me
			nauseous..I have a computer disc that
			shows that the Cult of Good, under
			different names, goes from city to
			city, faking their own deaths while
			committing major heists and killing
			innocent people.  Their first city
			was Atlanta. So you can imagine my
			surprise when I read that the two
			most eligible bachelors in the city
			at the time were none other than you
			and you.

	Both men contort into a vague, gulping twitch.

					SELINA
			You know, now that I hear myself tell
			it, I'm thinking maybe both of you
			are messing with me. What, you get
			the Helmet Monday through Thursday,
			then Brock takes it for the
			weekend...

					LANE
				(passionate or fake-passionate?)
			Okay. Let's get serious. Of course I
			know the Cult of Good is not good.
			Ever since I saw what they did in
			Atlanta, it has been my mission to
			expose them. I've followed them to
			Oasisburg and soon will have enough
			hard evidence to bring them to real
			justice. That computer disc could be
			the final piece to the puzzle. This
			isn't just a story, Selina--another
			damn Pulitzer--this is my life.

	Lane pants to a noble stop. Selina nods, impressed. They both
	slowly, suspiciously turn to Brock. Brock's face comes out of his
	hands.

					LANE
			We're waiting.

					BROCK
				(poignant or fake-poignant?)
			Quiet, Blender Boy. I told you from
			the beginning, Selina, I'm not a very
			good liar. I am not Captain God, or
			whatever else he may be calling
			himself this month, but when I find
			out who is--The Man will pay.  My
			sister died in that Museum attack.
			You can check the Atlanta obituaries.
			I've tracked these monsters from city
			to city, waiting for a time to exact
			my revenge. Why else would I come to
			Oasisburg and create the most
			obnoxious casino in the world?

					LANE
			Did you ever think that maybe neither
			of us is Captain God?

					SELINA
				(annoyed by the question)
			No-o. You know, questions like that
			don't help your cause--

					BROCK
				(pleasant sigh)
			I still can't get over it. I still
			can't believe you're Catwoman..

					LANE
			I can. That's not an admission of
			guilt,  It's just..I knew you had it
			in you...

					BROCK
			It may be time to get the police
			involved...

					SELINA
			Have you seen the Oasisburg Police?
			They drive golf carts with little red
			sirens.

					LANE
			We have to do something. What can we
			do to help, Selina?

					SELINA
			I'll let you know.

	Overcome with emotion--fear, love, anger, utter, utter confusion,
	Selina trembles into a bite of her lip. She then suddenly
	dramatically lunges across the table and vividly kisses both men,
	one by one, with a passion they can only barely handle.

					SELINA
			I love you. One of you.

	Selina storms off. The stunned men, not looking at each other,
	shudder for a moment, then rise off in opposite directions.

	INT.  THE HUT--DUSK

	Selina blusters into her Hut and snarls to her cat. As she rants
	a pacing half-circle, the wall of the Hut behind her begins to
	very slowly then less slowly crackle into flames.

					SELINA
			Don't ask. it was a stupid idea. I'm
			so not-a-crimefighter. What was I
			expecting?  That one of them would just
			say, "Oh, now that you asked, I am
			the man who did all those evil
			things.." The minute I left the
			casino, he probably walked to a pay
			phone to call the Hideout and say..

	The black cat leaps up out through the window. The smoking embers
	of the Hut begin to flare up into full-fledged flamage as Cactus
	and Adonis trudge in behind Selina, who finally takes it all in.

	Cactus's new arm looks like a real one, only it's three times too
	big for his body. Ugly Adonis has two severe bandages on the
	spear-caused holes of his cheeks. His voice is now a cross-
	between Nell and a Walrus.

					SELINA
			What took you so long, boys?  Where's
			God?

					ADONIS
			Wahres theuh coahmpooder dethsc?

					SELINA
				(making fun)
			Theuh coahmpooder dethsc?
				(sudden laugh)
			Man, you must hate me...

					CACTUS
			He's asking you "Where's the computer
			disc?"

	Selina wearily snickers--then bolts to the chest and flings it
	open, frantically rummaging around.

					SELINA
			It was here...where is?

	Adonis yanks Selina by the hair and heaves her from the Hut.
	Selina soars out and skids across the dirt.

	Cactus and Adonis tear through the belongings of the Hut, in and
	around the chest, but the heat is too great.

	Selina bounds up and races over to her motorcycle. She
	frantically guns it. Nothing happening. Cactus rips her off. The
	Hut collapses with a whoosh. Selina gives it a sad glance.

					CACTUS
			Where is it?

					SELINA
			I'm not kidding. I put the disc in
			the chest...I don't know why it's
			not..

					ADONIS
			(ANOTHER MOUTHFUL OF GIBBERISH.)

					CACTUS
				(laughing)
			That's a good one, dude. He says
			we're going to kill you whether you
			tell us where the disc is or not.

					SELINA
			I know your boss, if you killed me
			without him, he's be really angry..

					ADONIS
			She's gaht a point.

					SELINA
			Hey, Adonis.
				(sudden shout)
			"Spear!"

	Adonis jolts, touching up to his cheek. Selina laughs. Cactus
	tosses her the Catwoman outfit. She catches it.

					CACTUS
			You'll need this. Now how'd you like
			to help me break in my new arm?

					SELINA
			Whatever.

	Selina folds her arms and closes her eyes. Cactus swings back a
	Popeye punch with his fake colossal arm and then punches right at
	the viewer.

	INT.  THE HIDEOUT--NIGHT

	Selina's face aches into consciousness. In the Catwoman outfit.
	Pulling out, it is revealed Catwoman is hanging in air from the
	ceiling of the Hideout like a brilliant mobile (Flexible red
	cords tug separately at each one of her hands and each one of her
	legs).  With outraged Cat-squeals, she tries to untangle.

					CAPTAIN GOD
			Quite a little performance you gave
			in the casino today--for me and that
			other guy. Come on down, let's chat..

					CACTUS
			I got her...

	Materializing below her, Captain God fires his mighty remote
	control. The four cords simultaneously snap and Catwoman dives
	from the air. With intentionally comic feebleness, Cactus holds
	out his arms.

	Catwoman slams to the ground a foot in front of him. The
	unbudging Cactus laughs it up as Catwoman painfully prys herself
	up.

					CACTUS
			"Sorry"--what happened to that whole
			landing on your feet thing.

					CATWOMAN
			I don't...know where the disc is. I
			swear I put it..

					CAPTAIN GOD
			I'm not going to worry about it. We
			are quite beyond the computer disc.
			Everything will be over within the
			next hour or so.

					ADONIS
			Yew'll be ovah in the naxt tehn
			minutes...

					CAPTAIN GOD
			Adonis, be polite. She's a friend.

					CATWOMAN
			How can you say things with such
			feeling and then turn around and put
			on a helmet and...Who are you?  Were
			you sitting on my right or my left at
			the card table?  Tell me!  Please tell me
			who you are; you own me that!

					CAPTAIN GOD
			I know, I should probably tell you,
			but I just don't feel like it. To be
			honest, I'm really angry at you. I
			admired you so much more when you
			were purely wicked. I mean, look at
			you now, running around trying to
			"get to the bottom" of things.
			Trying to "save the city." It's true
			we're about to do a very nasty deed,
			but really, what's it to you?  Since
			when do you care what happens to a
			bunch of pathetic Oasiburgians?
			You're just not yourself, anymore.

					ADONIS
			You know, nobody likes you...

					CACTUS
			Yeah, all those women who went feline
			this afternoon...They're so ashamed
			now..

					CATWOMAN
			I'm supposed to be taking personality
			tips from you three?  You people were
			once heroes. You had ideals.  You
			fought for things.  Spooky told me
			so...

					CAPTAIN GOD
			Do you have any idea how much
			superheroes get paid?  Zilcho. Urban
			vigilantes with secret identities
			operating outside the law. Not
			exactly the stuff of a W-2 form.  If
			it wasn't for merchandising and
			corruption and these diabolical
			"missions"...There is no such thing
			as heroes and villains, anymore,
			Selina.  There are only winners and
			losers. You lost. We won.

					CACTUS
			Car wash, Captain?

					CAPTAIN GOD
			Absolutely.

	Adonis pulls the earlier-seen lever and the floor opens. The
	viewer gets a small glimpse of what looks to be a traditional Car
	Wash.  Adonis and Cactus tear the battered Catwoman down a small
	set of steps and stuff her into a very small red car at the end
	of the line.

					CAPTAIN GOD
			I'd love to stay and watch, but
			there's always last minute stuff that
			needs to be taken care of before a
			Big Catastrophic Heist.  Adonis, put
			it on video so I can watch it later
			when I'm feeling more relaxed. Oh, if
			for some reason, the damsel
			undistresses herself and she makes it
			out of that contraption, do me a
			favor-- Shoot her with this gun...

	Captain God hands Adonis a very traditional handgun. He and
	Cactus head out. Hefting a video camera onto his shoulder, Adonis
	presses the button marked Car Wash.

	With a loud whining noise, the Car Wash gears into action. The
	car jolts forward, wheels traditionally harnessed in a moving
	track. In the car, Catwoman frantically looks around, then
	quickly rolls up her window. Nozzles on both sides of the car
	spew acid that sizzles into the side of the car.

	Adonis nods a "Not bad" nod, walking along with the car from
	above.

					ADONIS
			She remembered to roll up her window.

	Moving in and out of the driver's POV, the viewer huddles with
	Catwoman in the car. Soap suds and water hit the car as it passes
	beneath the familiar Car Wash curtain of fabric straps.

					CATWOMAN
			Once you get past the acid, this car
			wash isn't so bad.

	Suddenly, buzzing buffers uncoil out from sides but they are not
	made of brush. They are spinning steel spikes that proceed to
	rend the car, shredding through the doors, tearing at Catwoman's
	leg.

	Adonis chuckles, tugging out and speaking into a cellular phone
	with his non-camera holding hand.

					ADONIS
			No, no, I'm fine, weally. Juth a
			tempuhwary seth-back. I'll be back on
			the runway weally soon..

	The car and the snarling but game Catwoman continue to be motored
	forward toward a new curtain...of HANGING SNAKES. The sunroof
	above Catwoman automatically screaks open.

					CATWOMAN
			Oh come on.. "Snakes"...that's just
			rude..

	Just as the curtain of snakes dribbles through the sunroof,
	Catwoman does a backwards somersault through the back windshield
	of the car. She slithers down the top of the trunk and lands
	right on the track--which locks both her feet in.

	Adonis gives a curious narrow of his eyes to the proceedings
	below...but continues his cordless chat.

					ADONIS
			But is he good?  The last plasthtic
			surgeon I wenth to..

	In a helpless enforced standing position, Catwoman rattles down
	the track, a vehicle all by herself. Another, more vast than them
	all, "buffer" of steel spikes thunders in an up and down motion
	ahead.  It comes down on the now empty car and completely churns
	it to hell. Selina is next.

	Catwoman unzips a little zipper on her leg and fingers out the
	last of the lethally-shaved ballerina figurines. She harshly
	wings the mini-weapon to a constellation of wires to the side of
	the car wash proper. The wires spark.

	Adonis face drops, snapping shut the cellular, wavering up the
	gun.

					ADONIS
			I'm going to have to call you back.

	The Spikes ahead grind to a non-spinning halt but the apparatus
	continues to slam up and down. Catwoman claw-picks her locked-in
	feet then launches forward. Using the up-and-down chugging
	apparatus of stalled spikage as a trampoline, Catwoman does a
	dainty bounce up into a face-to-face with a momentarily too
	stunned-to-shoot Adonis.

	Catwoman effortlessly bats the gun away, then grabs Adonis by his
	cape wrenching him into a ferocious drag up the Hideout
	staircase.  The viewer moves in on Adonis's clamoring head.

					ADONIS
			Stop!  Isn't ruining my career enougth
			for you?  What do you think you're
			dewwing?  You wanna go out with me, is
			that it?  Hey, you're hurting me...

					CATWOMAN
			Oh, calm down. You're already dead..

	The viewer inhales out to see that Catwoman has pulled Adonis to
	his disembodied power-pack and has tied his cape to it. She
	flicks a switch.

	With a mighty explosive whoosh, the power pack rockets into the
	air, yanking Adonis up with it.

	Both man and pack go hurtling out the hole in the roof, into and
	out of the alley and then up toward the stars. Shooting upward
	with the video camera, Catwoman cackles up to the comet, then
	stops.

					CATWOMAN
			I guess I should have asked what's
			the name of the place they'll be
			robbing tonight...
				(hitting her head)
			Corn dog...Corn dog..Corn dog..

	Catwoman suddenly realizes she's wet and goes into a shaking wail
	of discomfort.

	INT.  THE ALLEY BEHIND THE CASINO

	Catwoman clambers out of the hole to the Hideout, and wipes
	herself off. The Young Boy she earlier traumatized skips down the
	alley with a new Gameboy. He stops with a body racking quiver.

					CATWOMAN
			Hi. Don't scream. Please. It's okay.
			I won't hurt you. I'm a good guy now,
			I swear. Sh-h-h..

					YOUNG BOY
			CATWOMAN!

					CATWOMAN
			Wait...Little boy, come back...

	The Young Boy wails away. Catwoman tries to feebly reach out and
	call out after him. She gives chase, panting to the edge of the
	alley.

	She watches the little boy slam down on a red Cult of Good Call
	Button at the corner. The melodic alarm fills the air. As the
	yelping boy points over in her direction, lallygagging-in-the-
	street Townpeople quake in communal rage coalescing into a
	Burtonesque angry mob. They charge...

					CATWOMAN
			I don't like where this is going...

	Catwoman backs into the alley, hitting a tarp. Atop the tarp is
	note that simply says SELINA is feminine handwriting. Catwoman
	rips off the tarp, revealing her awesome-if-previously-impotent
	motorcycle. She swings into a straddle of the bike and sighs,
	reaching for the ignition.

					CATWOMAN
			Please?

	The Oasisburgians stampede forward--the motorcycle suddenly does
	a ferociously growling Moses-red-sea rip through the would-be
	lynch mob.

	EXT.   OASISBURG STREET--NIGHT

	From out of nowhere, the motorcycle does a sensational low-to-the-
	ground sidewind around a corner. The people on the promenade jerk
	back their children and themselves in terror.

	The viewer gets the first clear dead-on Wild One view of the
	burning forward Catwoman. She can't help but bark a feral cheer.
	She speeds up on a puttering cart before her and giddily rides up
	over it.

	INT.  THE POLICE STATION

	Below, Catwoman thunders past the police station. The Chief pulls
	back from the window.

					POLICE CHIEF
			Calling all carts!  The savage is
			loose!  Repeat...

	EXT.  MAIN STREET

	The Townspeople frantically jostle each other in their escape
	from the streets. Echoing their first bump, Brock Leviathan and
	Lewis Lane bang into each other. They sneer at one another in a
	rolling circle toward the mouth of an alley.

					LANE
			I've been looking for you.

					BROCK
			I've been looking for you.  Selina
			Kyle was right. One of us is a
			psychotic crusader.

					LANE
			But then we knew that all along,
			didn't we...

					BROCK
			I guess we did. When you were a
			little boy, did you want to be a
			superhero?

					LANE
			What little boy doesn't?

	Realizing they're alone in the alley, the men go silent. They
	suddenly rush toward each other. Brock heaves two mighty blows
	into Lane's stomach doubling him over, but the reporter then
	swings around with a deft martial art chop into Brock's neck
	sending the architect to the ground...

	EXT.   DOWN THE ROAD A-PIECE--NIGHT

	The Catcycle comes spectacularly plowing through a YOU'RE ON
	VACATION--JUSTICE IS NOT billboard. Catwoman locks sight on a
	Roadblock of flickering-sirened police golf carts that has been
	tentatively set-up.

					CATWOMAN
			A roadblock?  Guys, you drive golf
			carts.

	Catwoman arcs her Hog up into the middle cart, shearing off its
	top. Landing hard, she violently nails another cop cart rolling
	in her path from the right. The cart crumples, the cat does not,
	as the motorcycle does a bumper-car bash into another on-coming
	squad cart and keeps going. The cops wind around to give chase,
	firing their weapons.

	A TV News helicopter thunders from above. Its POV shows a
	triangling squadron of golf carts giving SimpsonBroncoesque chase
	to the buzzing Catwoman.

	INT.  THE CASINO

	Didi and Kelly look up to a Casino screen with concern.

	INT.  HOUSEWIFE'S KITCHEN

	The Working Class Housewife sets out pigs-in-blankets for her
	bickering kids. Looking to the fuzzy image on the table's cheap
	portable TV, the Housewife opens a drawer revealing her Catwoman
	outfit. Then closes it.

	INT.  MAYOR'S BEDROOM

	With her husband frantically working the lines in the background,
	the Mayor's Wife turns from the TV coverage to make a Stepford
	stare into the mirror. With an ivory comb, she combs her
	potentially wild Rapunzel hair into submission.

	INT.  THE RADIO STATION--NIGHT

	DJ Oink turns from a station TV to hit the airwaves.

					DJ OINK
			Oh she's dead meat now. I don't
			usually like the taste of cat, but
			the day this little pretty gets
			fried, I'm making an exception..

	INT.  HIGH SCHOOL GIRL'S BEDROOM

	The High School Girl closes her closet on her hanging kitten
	uniform.

					DJ OINK ON RADIO
			Boy, looks like Catwoman could really
			use some help--thank God she's not
			going to get it or should I say thank
			Captain God.

	INT.  YUPPIE BAR

	The Female Executive turns from a radio at the end of a yuppie
	bar.  She gives a sheepish glance to the Catsuit in her purse.
	And closes it.

					DJ OINK
			You got to wonder where are all the
			other Catwomen?  That's loyalty for
			you, huh?

	INT.  AT HOME WITH THE WORLD'S DULLEST COUPLE

	Back behind their TV trays, the World's Dullest Couple listen to
	radio in lifeless tableau. The Dull Wife momentarily rises from
	her chair, then sits back down.

					DJ OINK
			They must be back home, doing the two
			things women do best, cowering in
			fear and vacuuming. God bless
			America.

	EXT.  BACK ON MAIN STREET

	Catwoman wildly weaves the motorcycle side-to-side avoiding
	Oasisburg P.D. artillery. She seethes back a look, then darts
	faster forward.

	The Superhero Van bulldozes out from a side street to side-swipe
	the Catcycle into a mind-numbing sliding scrape into a lampost.
	Captain God and Cactus smoothly bang out to do the cocky LA
	MotorCop walk to their victim. The squadron of cop carts squeal
	into place as does a Media truck.

					CAPTAIN GOD
			Ah, the good guys always triumph in
			the end. It's what allows our
			children to sleep at night.

					CATWOMAN
				(achingly rising)
			You can't get away with..

					CACTUS
			My, the Perpetrator seems to be a bit
			on the "Wild" side..

					CAPTAIN GOD
			I'll put that in the report--after
			you shoot her.

	Cactus raises up a gun. It is shot from his hands. All spin to a
	line of National Guard soldiers standing before a tank, along
	with the Mayor and the Chief of Police.

					MAYOR
			I've relied so much on you
			superheroes that I cut the police
			budget in half.  That's why I had to
			call in the National Guard...

					CACTUS
			We were handling the situation!  The
			National Guard?  For her?  You gotta
			be...

					MAYOR
			Not for her. For you. The Cult of
			Good.

					CAPTAIN GOD
			I, the city's most noble and humble
			servant, am troubled by your strange
			tone of voice...

					MAYOR
			I've always heard rumors about you
			people secretly running the
			underground and laughing behind my
			back. A loyal citizen has come forth
			with a very interesting computer disc
			that shows that under the guise of
			protecting society you perpetuated
			secret acts of terrorism.  Including
			one that was to occur this evening..

	The earlier-seen Catwoman, in the most stunning and flamboyant
	costume of them all, saunters forward, holding the disc. What the
	viewer was not sure about before, the viewer is sure about now:
	It is Selina's Mom. Catwoman, is needless to say, blown away. The
	crowd twitters with confusion.

					CAT-MOM
			In the name of justice...

					CAPTAIN GOD
			"In the name of..." This is an
			outrage!  A mockery of all that is--
			You're going to believe a Catwoman
			over me!  Captain God!

					THE MAYOR
			I have some very interesting
			newspaper clippings as well...I
			should remind you the Guard uses
			artillery that pierces body armor.

					CAPTAIN GOD
				(completely dropping holier-than-
				 thou act)
			A computer disc and some grubby
			newspapers--that's it!  In all my years
			of crimefighting, I never..

	Captain God and Cactus both make a sudden break back into the
	Van.  The Van thunders off...but not for long. The National Guard
	tank booms a shell into its wheel, completely upending it.

	Before anybody can get their bearings from this majestic crash,
	Captain God bursts from the back of the Van holding a bazooka. He
	howls through his voice-box. The National Guard and everybody
	else in the neighborhood open fire. The Captain wildly vibrates
	the Bonnie-and-Clyde dance before crumpling in a heap.

	Catwoman rushes up into a kneel before the body allowing herself
	a well-deserved dramatic pause. She reaches around to the back of
	the Helmet and unhatches it open. Staring up at her is a very
	serene Lewis Lane. Catwoman staggers back in a daze.

					POLICE CHIEF
			Wow, would you look at that!  Captain
			God is that Pulitzer Prize-winning
			news reporter from the Oasisburg
			Times, Lewis Lane!

	Media, Police, and deliriously curious Citizenry swarm around the
	body. Catwoman batters through the crowd to sadly hyperventilate.
	Her Cat-Mom touches out to her.

					CAT-MOM
			You knew him?

					CATWOMAN
			I guess not.

					CAT-MOM
			Oh, the points were fused on your
			distributor--the motorcycle..why it
			wasn't running..

					CATWOMAN
			Oh...hey, uh, thanks...

	Before mother and daughter can really connect, A Police Officer
	calls out from behind the Van.

					POLICE OFFICER
			Cactus has escaped through the sewer!

	Catwoman steps forward with curiosity as does the Police Chief
	and the Mayor to regard an open manhole. Catwoman turns back to
	see Cat-Mom slink off. Catwoman's eyes then dart to Brock
	Leviathan in the midst of a traditional romantic thrust-through-
	crowd-to-love-of-life. Catwoman drifts forward to meet him,
	melting into his arms.  She touches up to a bruise on his face.

	INT.  BROCK LEVIATHAN'S MANSION LIVING ROOM--NIGHT

	On a couch by a crackling fire, Selina dabs at Brock's bruise
	with a washcloth, while he is taping up her wrist. They stop
	their sexy, mutual doctoring to take wine from a tray held by
	the leaning-over Butler Jeff.

					BROCK
			Quite a pair we make. Thank you,
			Jeff.

					SELINA
			A couple that battles the forces of
			evil together is a couple that stays
			together.  Thank you, Jeff.

					BUTLER JEFF
			Oh you're most welcome, Miss Kyle. I
			must say I haven't seen the master
			this happy in some time.

					BROCK
			I'm jealous. Her bruises are much
			bigger than mine. It's not right.

					SELINA
			Oh now, you put up a good fight.
			Let's change the subject. Where do
			people who live in Oasisburg go to
			get away from it all?

					BROCK
			Somewhere very far away, very quiet,
			and very...
				(standing, suddenly sad)
			This is all wonderful, Selina,
			but...But I'm afraid I can not rest
			until all my sister's killers are
			brought to justice...That one-armed
			monster..

	Brock motions to a muted TV screen showing a If-you-have-seen-
	this-man picture of Cactus. Brock returns to the couch to slide a
	beautiful ring onto Selina's finger.

					BROCK
			This ring belonged to my sister. I'd
			love for you to...

					SELINA
			It would be honor, Brock. Now let's
			go get this guy...

					BROCK
			You're serious?  You'd help me...

	Selina tugs Brock with her up off the couch.

					SELINA
			In many ways, that obnoxious creep
			Cactus was the worst one of all. He
			got off on giving out pain...

					BROCK
			We'll hunt him down together...

					CACTUS
			Brock, I can't believe it's taken you
			so long to invite me up to the house.
			Where do you keep your opener?

	Cactus, a towel around his neck, casually enters into the room,
	swinging a beer. A beat of total disbelief. Then Brock viciously
	backhands Selina onto the couch. She believes.

	Breaking from his stiff Michael Gough pose, Butler Jeff pins a
	struggling Selina to the couch, pulling out a syringe. He
	enthusiastically bites off and spits the rubber tip then slams
	the syringe into Selina's arm.

					BUTLER JEFF
			Ooh, she's a feisty one, sir!

					BROCK
			Thank you, Jeff. When you're through
			with the needle, go get a body bag.

	Jeff departs. As Selina stiffens into catatonia on the couch, she
	seethes up to the glowering Brock.

					SELINA
			I thought you said you weren't a very
			good liar.

					BROCK
			I lied.

					CACTUS
				("I made a funny")
			The cat is out of the bag.

					SELINA
			So I guess you don't have a sister
			who died in the Museum explosion?

					BROCK
			No, that was actually the truth.
			Wrong place. Wrong time. Stupid
			bitch.

	Brock and Cactus wildly laugh. Selina gives off a gag, her entire
	body going numb. Her eyes are very alive though, flickering like
	mad. Brock briefly de-volumes his mirth.

					BROCK
			You've lost all motor functions. The
			poison will kill you in ten minutes.

					CACTUS
			Hey, speaking of Wrong Place, Wrong
			Time.  Lewis Lane to the rescue!

					BROCK
				(hooping it up again)
			Priceless...We have a showdown in
			this alley, right?

	FLASHBACK MONTAGE

	A montage of images shows Brock rising up from being karate
	chopped to batter Lewis to the ground.

					BROCK
			Little punk got in some good ones
			considering he's a writer. But then
			the inevitable...

	A Helmet is lowered on Lane's bruised, spinning head. A bazooka
	is connected onto his glove.

					BROCK
			Shoved him in my spare suit in case
			something got weird.

	A view from inside of the Van of the Captain God-like Lane being
	pushed out before the National Guard.

					BROCK
			Thanks to you, something got weird.
			And we needed a diversion for our
			great sewer escape...

	INT.  BACK IN BROCK'S LIVING ROOM--NIGHT

	The viewer is given the helplessly Selina's chilling point of
	view of the two psychopaths hovering over her.

					BROCK
			Don't you feel so much better now
			that you know everything?  Blink once
			for yes, twice for..

					CACTUS
			Boss, we better roll if we're going
			to hit this place, blow it up, and
			make that flight..

					BROCK
			Just hold on!  I'm not done. There are
			two kinds of men in the world,
			Selina. In Category A, you have Me.
			In Category B is everyone who wants
			to be in Category A, but are too
			afraid, too weak..!

	As the howling men hustle off, Selina's black cat prowls in from
	an open window and begins nibbling at the point of injection on
	Selina's arm.

	With a jolly step, Butler Jeff re-enters the room unfolding and
	unzipping a big black bag. He comes around to the couch where
	Selina remains a deathly pale, unbudging blob.

					BUTLER JEFF
			Ah, if the dead could speak, what
			would they say?

	Selina suddenly vaults up and wrenches Jeff by throat sending him
	crashing out a window.

					SELINA
			I don't know...you tell me...Jeff.

	Selina turns away from the window, down to her black cat. Having
	heroically sucked out Selina's poison, it lies lifeless upon the
	ground. Selina gives her friend a last sad stroke.

	Suddenly, Kincaid the dog, gallops into the room, madly snarling.
	Angrily bounding up, Selina lets loose with a savage feline wail
	that immediately stops Kincaid's heart. The dog keels to the
	carpet.

	Selina's Mother marches in the room, giving the dead dog and the
	dead cat brief, non-plussed glances. Completely and rightfully
	freaked out by everything in the world, Selina quavers.

					SELINA
			Mom?  Oh Mom, I messed up...

					MOM
			What kind of name is "Brock
			Leviathan?"

					SELINA
			I never thanked you..the arrow..the
			motorcycle..the computer disc..You're
			so different from what I..and so the
			same.

					MOM
			Yes, I'm pretty amazing. You should
			see this...It came this evening.

	Mom pulls up a videocassette and moves to the Leviathan VCR.

					MOM
			Oh, I still don't know how anybody
			works these things...

	Putting on Lens Crafters, Mom crinkles her face, unsuccessfully
	poking some buttons. Sighing, Selina hits a remote. The image of
	Lane awkwardly then comfortably addressing an unseen video camera
	comes on-screen.

					LANE (T.V.)
			Selina. I've known Brock Leviathan--
			come on, that name--is the criminal
			in question since St.
			Louis, but I've never been able to
			get definite proof. I didn't confront
			him at the casino, because I felt you
			might get hurt. But you made me
			realize I've waited too long to put
			an end to this thing. I'm going out
			to find Leviathan right now.

	Selina chokes up.

					LANE (TV)
			I've taken a couple karate classes,
			but there's a disturbingly good
			chance that I will be savagely
			murdered. After all, these guys do
			this for a living. In case you're now
			weeping over my noble, tragic
			death...You should know I knew you
			were Catwoman almost from the start--
			the way you acted, some things you
			said--well, that and your mask; I saw
			some pictures and you know, it really
			only covers your eyes--your face is
			actually quite exposed. I'm not going
			to rag you about it but...I just want
			you to know I loved Catwoman before
			it was the cool thing to do. Oh, and
			another thing, this is my
			Grandfather's blender--I told you
			this thing was insane...

	Lane holds up a highly unusual blender. Selina does a bittersweet
	gulp.

					SELINA
			I tell you, Mom. Sometimes I think
			all the good men are gay or recently
			murdered.

	Lane puts down the blender and picks up Frank's earlier-seen
	rainbow colored flyer.

					LANE
			Oh, last thing, I swear, if it's true
			that I am a ghost right now, and you
			feel up to avenging my death, I have
			an idea where the bad guys will be
			going to complete their evil
			mission..Let's just say I found a
			flyer at the Cult of Good's
			hideout..Something about a big
			Mystery Promotion..

	Selina bounds up into frame. Mom comes up with her.

					SELINA
			They're going to attack Frank's Fun
			Palace!

					MOM
				(touching up)
			I hate it when you let your hair just
			hang like that...you have such pretty
			eyes...

					SELINA
			Mom, not now!  I, I don't know what to
			do..

					MOM
			Yes, you do. You have to go rescue
			all those people...

					SELINA
			But I'm not a hero. I'm nobody's
			heroine..I'm nothing. You've said so
			yourself many times.

					MOM
			Do you always listen to what your
			mother says?  Selina. Something you
			choose your life. Sometimes your life
			chooses you.  Save the day..

					SELINA
			I don't know if I can do it alone.

					MOM
			Trust me, you won't have to.

	They lock for a serious, unsentimental hug. Selina rushes to a
	closet where her Catwoman outfit has been hung on a hanger.
	Selina snares it. She then tries to wrench off the ring Brock
	gave her, but it won't budge. She bolts.

	INT.  MAIN AREA OF THE FUN PALACE--NIGHT

	Completely recovered from the Catwomen, the casino has been
	nicely cleared out and cleaned up for the big Promotion. Beneath
	a glass floor shaped like a diamond, in the middle of the casino,
	is a dazzling dune of you guessed it, diamonds. Tourists and
	Townspeople of all persuasions giddily gape down. TWO MACHINE-GUN
	TOTING GUARDS pace amid the rocks below.

					FRANK
			That's right, folks, you're looking
			down at the most valuable collection
			of diamonds ever brought together at
			one time and one place...

					MAYOR
			Frank, this is a terrific promotion.
			A great way to calm everybody after
			all the strangeness...

					FRANK
			People are having a good time, all
			right.
			I got to remember to thank my
			architect, Brock Leviathan. This
			whole diamond thing was his idea.

	As if on cue, Captain God and Cactus roar through the Fun Palace
	doors on a motorcycle/sidecar. Patrons hit the deck as the ex-
	heroes twist into a carpet rending skid before the Mayor and
	Frank.  A couple of HAPLESS SECURITY MEN charge forth only to be
	dispatched with quick severe ninja hits.

	Twirling up his remote, God presses a button that causes
	omnipotent sheets of black metal to perfect-fit-smash down over
	every door and window in the joint. GLOWING ZIPPING LINES of
	electricity malevolently minnow across every wall.

					FRANK
			Where did those black sheets of metal
			come from?  How did you do that?

					CAPTAIN GOD
			I'm the guy who designed and built
			this place. As you can see, when we
			were building, I put some goodies in,
			to be used especially on this day.
			The great thing is I billed it all to
			you...

					FRANK
			But Brock Leviathan designed this
			place..

	Captain God reaches around and unhinges Helet, pulling it
	completely off with a delighted exhale.

					BROCK
			I know...Oh, feels great to get that
			thing off. You have no idea how hot
			it gets in there..

					FRANK
			But I thought Lewis Lane...

					BROCK
			Will you shut up!

					ANGELIC YOUNG MAN
			Captain God, I used to look up to
			you, as did all the kids I taught at
			the Youth Center. If you could have
			seen the look on my own child's face
			when I told him "his most bestest
			hero in the world" was nothing more
			than...

					BROCK
			Get over it!  I'm not a role model!

	Brock clangs the Angelic Man into unconsciousness with a harsh
	swing of his Helmet. The Mayor clandestinely pushes his portable
	red Cult of Good button.

	INT.  THE POLICE STATION--NIGHT

	The Police Chief casts a bemused eye to a flashing red Cult of
	Good light.

					POLICE CHIEF
			Doesn't everybody know there are no
			more heroes...Send a couple cars, see
			what that's about.

	INT.  CASINO--NIGHT

	Brock presses another button that causes a gigantic ventilation
	shaft grill, in the area under the glass, to lower into the
	ground.  Another button press incites suctioning air from the
	gaping shaft hole to totally devour all the diamonds. The two
	Machine Gun-toting Guards are effortlessly vacuumed as well.

					BROCK
			If every thief knew how much easier
			it is to rob a place that you've
			actually built, they'd all go to
			architecture school.

	EXT.   ALLEY OUTSIDE THE CASINO--NIGHT

	A humongous Flexline Tube connects the building to a big black
	Treasure Chest. The Tube quakes with the sound and movement of
	rumbling diamonds.

	INT.  CASINO--NIGHT

	A WOULD-BE HERO bites his lip and then takes a bounding leap at
	Cactus.

					WOULD-BE HERO
			You can't get away with this!

	Without turning to look, Cactus, with his mighty Popeye arm,
	fists the lunging-skyward Would-be Hero in the gut stopping him
	in mid-air. He crumples in a heap. As Brock readdresses the
	crowd, Cactus moves to set up a very suave looking digital bomb
	in the middle of the glass floot--extending out of the bomb from
	all angles are wired sensor pads.

					BROCK
			Anybody else want to get something
			off their chest, before we get
			started?

					DIDI
			Why'd you take off your helmet?  Aren't
			you afraif of one of us reporting you
			to the police?

					BROCK
			It's not like you're going be picking
			me out of line-up, sweetcakes.
				(animatedly gesturing with head to
				 bomb)
			Bomb. You know...Bomb. Okay, listen
			up folks!  There is a bomb on the glass
			that should be going off in fifteen
			minutes or so. Take note of the
			sensor pads--they tell you that if
			you touch the glass around the bomb,
			the bomb will go off.  And of course,
			you can see the doors are
			electrified, so you can't get out.

					FRANK
			I don't understand. To hear you say
			it, we're all going to die!

					BROCK
			Actually, Frank, you seem to
			understand it really well. Might want
			to explain to some of the others.
			There's some people in the back
			there...

					CACTUS
			See you on the other side, Boss.

	Cactus is lowering himself under the floor through a small glass
	door behind him. He dashes through the mammoth, open ventilation
	shaft hole. With his remote, Brock activates the bomb
	(17:00..16:59..16:58..) and straddles his motorcycle.

					BROCK
			I hope you have led fulfilled lives--
			because they are over. Use these last
			minutes wisely. Pay phones in the
			back.  Call your babysitters and tell
			them to tell your children they're
			orphans. Go gamble the rest of your
			money--with your luck, you'll
			probably win, right?  Kiss your loved
			ones goodbye. Kiss a stranger.  And
			if it's okay with Frank: Open Bar.
			It's been real...

	Brock revs his bike and blasts off. He remotes a soda pop machine
	and clings up a clunking down can of cola as he heads toward the
	door. He activates open the front door. As he zooms through, he
	backhand-remotes the door back into its electrified fortress
	mode.  DESPERATE CITIZENS bolt to bang on the door and get
	maliciously buzzed back into cowering pain.

	EXT.   THE ALLEY NEXT TO THE CASINO

	Cactud cuts away the flexline tube and tosses it away. He makes
	sure the big Treasure Chest, now full of diamonds, is properly
	locked and tight, then presses a button on its side.

	A massive black balloon inflates out of the top of the chest
	turning the whole ensemble into a mini-dirigible that floats into
	the air.

	Cactus breaks into a trot down the alley, speaking into a wrist
	walkie-talkie.

					CACTUS
			Captain God. The goods are in
			transfer.  They'll be at the
			rendezvous point in ten minutes,
			right when the casino blows...Looking
			good, man.

	EXT.   OASISBURG STREET

	The helmet-liberated, in-love-with-life Brock peals at the viewer
	on his motorcycle, night air whipping back his hair.

					BROCK
			We're the best of the best, man. We
			didn't even have to fake out own
			deaths this time. Hey, I'm thinking
			of taking the act to L.A...

	EXT.   THE ALLEY NEXT TO THE CASINO

	Cactus is turning a corner.

					CACTUS
			Sounds like a plan. Life don't get
			much better than...

	Cactus stops dead, a little freaked-out. He has turned into an
	alley Littered with a wall-to-wall LEGION OF STARING STRAIGHT
	AHEAD Cats. They all simultaneously blink. Cactus gulps. He
	treads slowly forward, tiptoeing through the feline minefield.
	The cats are surprisingly stoic, emotionless, and unmoving.

					CACTUS
			Nice kitties, nice kitties, that's
			it, that's it...

	Cactus comes to the end of the alley, wiping sweat from his face,
	exhaling with a "What the heck was that?" laugh. He gives a last
	look back, shaking his head, as he turns another corner into
	another alley. Again, he stops dead.

	Unfolding out before him is a unified legion of familiar
	Catwomen, representing every shape and demographic. They all
	stare forward with an unsettling inner peace. Cactus pathetically
	quavers...

					CACTUS
			Nice kitty...

					MOM
				(deadpan step-forward)
			Meow.

	The Catwomen explode into a feline battle cry and blitzkrieg
	forward into a tearing, scratching, biting mass-attack. Roaring
	with fear and frustration, Cactus bats back the front line and
	bolts away, shrieking into his wrist transmitter.

					CACTUS
			Are you there, God?  It's me, Cactus!

	EXT.   OASISBURG STREET

	Heroically inhaling the air of Freedom, an eye-closed Brock
	victoriously breezes down the road...annoyed by an interruption.

					CACTUS (TRANSMITTER)
			God, can you hear me!

					BROCK
			Wha-at?

					CACTUS (TRANSMITTER)
			Catwomen. Lots of them!

					BROCK
			Oh come on, Cactus, be a man!  The
			blimp is still on schedule, right?

	A whip suddenly coils around Brock's neck wrenching him off his
	bike. The disembodied motorcycle/sidecar slams into a lampost.

	EXT.   OPEN STREET

	Cactus barks to his wrist, keeping barely ahead of the chasing-
	pawing out army, like a mouse racing to a hole in the wall.

					CACTUS
			Captain..where did you go?  I can't...

	Catwomen bite into his Herculean arm and hang there like snapping
	turtles. Cactus furiously shakes them off and hightails it into a
	wide-open area of the street. He unlatches a gun from his body
	armor and frantically loads it up on the run.

	He swivels around with the weapon. A line of Catwomen Archers,
	including Mom, point bow-and-arrows stretched-to-kill right at
	him.  Suddenly, they all tilt upward and fire. A confused Cactus
	looks up.

	IN THE AIR

	The whooshing wave of arrows ripple up into the Big Black
	Treasure Chest Blimp, causing it to Hindenburg and drop from the
	sky.

	ON THE GROUND

	It Boulders right down upon Wile E. Cactus, with a perfect,
	crunching Thud. The chest cracks causing the diamonds and two
	very dazed Guards to avalanche out. Cop Carts come to a squeal
	around the recovered loot.

	The Police Chief takes in the situation, noting Cactus's feet
	poking from the sunken chest like the falling-House-killed Wicked
	Witch. He looks all around. All he sees is a colossal tail
	disappearing into the darkness of an alley.

	EXT. OASISBURG STREET

	Whip strangled around his neck, Brock reaches up to Catwoman, and
	clutching her by her ears, flips her over his head. Slamming her
	to the ground, he gives her a savage elbow for good measure. She
	springs up as he thrusts forward. She swings her whip beneath and
	behind herself in a tail-between-her-legs motion that stings
	Brock in the face.

					BROCK
			I thought cats were supposed to have
			nine lives, not thirty one!  What do
			you think you're doing?

					CATWOMAN
			Winning.

					BROCK
			What do you want from me?

					CATWOMAN
			At this point, a nap. Oh by the way,
			I killed your butler and your dog..

					BROCK
			My dog!

	Brock latches to the flailing whip and rips Catwoman to him for a
	slam across the jaw. He grabs her head by both hands and forces a
	kiss. With both paws, she claws down both his cheeks.  They break
	off to malevolently pace toward and away from each other, waiting
	for a perfect attack opportunity.

					CATWOMAN
			Oh Honey, it's so much better when we
			do it without the helmet.

					BROCK
				(touching and licking wounds)
			I've been thinking. I've been
			thinking about us. I'm sorry I've
			been so hard no you these past couple
			days. I realize now it's because
			you're the only woman who ever
			understood me and I couldn't handle
			it!  I've never revealed myself to
			anyone the way I have to you. Let's
			blow this town together.  We'll run a
			bed-and-breakfast in Vermont by day,
			and by night, we'll dress up and kill
			anything that...

					CATWOMAN
			Pass!

					BROCK
			You were right all along--the two
			parts to a person are the reality and
			the lie.  I was making good money as
			a top architect--but that's not who I
			am. I'm not an architect, I'm a..

					CATWOMAN
			I know, I know, a Warrior. You're
			very annoying..Now tell me how to
			defuse the bomb you've set..

	Catwoman swats out. Brock ducks and registers a sweet kidney
	punch.  Catwoman cringe-stumbles forward then backflips into a
	hand-stand that comfortably allows her do a double eye-poke with
	her heels.  Brock wails back then seethes forward more annoyed
	than angry.

					BROCK
			Will you please stop fighting?  Just
			let those people die so we can get on
			with our new lives together!  Trust me,
			one day we'll look back on this day
			and laugh. You got to admit, it's a
			lot more fun to be the villain.

					CATWOMAN
			You might be right, but Fun is
			overrated.  I need something real.

					BROCK
			Well then, let's agree to
			disagree...Now how about a picture
			for my scrapbook?

	Brock sets off the earlier-seen ABSOLUTELY BLINDING FLASH from
	his belt buckle that sends Catwoman into a painful sightless
	screech.  Brock angrily lays siege to the fighting-by-radar
	woman.

					BROCK
			Don't you realize there's nothing you
			can do, anyway!  Nine minutes and it's
			all over!  The Fun Palace is a tomb. No
			one can get out. And choke on this
			furball: all doors and windows are
			blocked, locked, and electrified!  Even
			the glass around the bomb is rigged.

					CATWOMAN
			Even the skylight?

					BROCK
			The "skylight?" Fool!  It's too high
			for anybody to climb out the damn
			skylight...

					CATWOMAN
			What about "climbing in?"

	Brock stops battling to ponder what she's getting at. A black
	heel slams his wondering face out of frame.

	INT.  CASINO--NIGHT

	The citizens in the casino are crashed on the floor and slumped
	against pillars, drained of energy and hope. Kelly and Didi hold
	each other as do many others. Some persistently pathetic victims
	rush the door in denial only to get zapped back again. The bomb
	reads 9:11, 9:10, 9:09...The viewer's viewpoint moves from the
	bomb and out the skylight directly above.

	EXT.   ALLEY--NIGHT

	The Catwomen have formed a makeshift salon in the alley,
	percolating with pumping adrenaline and potential mood-swings.

					CATBRIDE
			We did it!

					RED CATWOMAN
			We didn't do anything!  If it wasn't
			for us archery experts...

					FEMALE EXEC CAT
			Oh honey, what else did you learn in
			summer camp?  I didn't see you in the
			alley fighting to get him out into
			the open street!  That's where the real
			Catwomen were!

	The catwomen section off into shoving, infighting groups. A
	deafening cat-screech reverberates the brick of the alley. The
	Catwomen clutch their little ears and turn: Rising upon a turned-
	over trashcan, Catwoman shouts like Spartacus.

					CATWOMAN
			Enough!  Stop being victims--and stop
			being victimizers. What makes you
			women think we have the luxury of
			fighting each other!  We've got work to
			do and all you want to do is whine!
			Everybody wants to grade the paper,
			but nobody wants to take the test.

					ESMERALDA CATWOMAN
			What's the matter, Catwoman?  Are you
			afraid of competition?

					CATWOMAN
			I wouldn't know. I've never had any.

	The Catwomen "ooh" her bad-ass attitude. Catwoman allows herself
	a smile.

					CATWOMAN
			Okay, okay, simmer down. We don't
			have a lot of time. Don't pussy-out
			on me, now.

	EXT.   OASISBURG STREET

	Brock huffs from an alley. He looks out to the Police roping off
	the demolished diamond spewing Treasure Box. Brock implodes in
	multi-megaton-rage then bolts back the other way.

	EXT.   OUTSIDE THE FUN PALACE

	A crowd builds before the Fun Palace--Media, Police, frantically
	worried loved ones. Officers valiantly assail the sparking doors
	of the Palace, but back away in sneering pain. The Police Chief
	drops his head and shakes it. A LITTLE GIRL steps from the
	defeated crowd and points up.

					LITTLE GIRL
			Look Mommy!  Catwomen.

	All, including the viewer, look up. Scaling the face of the
	majestic casino like a tree in the backyard, the Catwomen
	heroically climb upward.

	EXT.   THE ROOFTOP

	As military music hits the soundtrack, working a female Dirty
	Dozen vibe, Catwoman twists onto the roof. She rushes forward to
	the Palace skylight and clings out a plank of glass. The viewer's
	viewpoint does a complete Yo-Yo maneuver through the open window
	square all the way down to the bomb (reading
	02:01..02:00..01:59..) and then all the way back up.

	A cluster of Catwomen gather around their leader. All women turn
	to the sound of a loud thud. A mammoth paw swings onto the roof
	and then the Gargantuan Catwoman does a power roll up. She
	immediately trudges to the end of the skylight and holds out her
	hands. She grabs the ankles of the Red Catwoman and holds her
	upside down.

	One by one, in descending order of size, the Catwomen give
	Catwoman a brisk hug and then proceed to climb down the dangling
	Red Catwoman to be held by the ankles. And so on. With commando
	precision, a human rope of dangling-upside-down, ankle-clutching
	Catwomen is formed.

	INT.  THE CASINO

	Casino workers and patrons rouse themselves from the dead to
	bulge their eyes at the mysterious and miraculous sight of the
	forming Macrame of feline flesh.

	Above, it is now Catwoman's turn. She gives a nod to the
	Gargantuan Catwoman (whose epic, mythic size allows one to
	suspend disbelief at the dubious physics of this whole endeavor).
	Catwoman makes her climactic descent. She clibs down the human
	chain of familiar once-at-war-now-at-peace felines, link by link.

					CATWOMAN
			Hang in there, baby..hang in there,
			baby..Nice hair..hang in there,
			baby..

					NUN CATWOMAN UPSIDE DOWN
			Whatever happens Catwoman. Thanks.

					CATWOMAN
			You're doing great, Sister.

					ESMERALDA UPSIDE DOWN
				(bestowing an honor)
			Good Luck, Catwoman.

					CATWOMAN
			Gee, thanks....Hi, Mom.

					CAT-MOM UPSIDE DOWN
			Hello, dear...

					CATBRIDE UPSIDE DOWN
			Oh Catwoman #1, I don't think I can
			hold on for another minute...

					CATWOMAN
			It's all right. Place goes up in
			thirty seconds...

	Catwoman does a final crawl down past the High School Girl
	kitten, who with all her might, grasps on to Catwoman's heels as
	Catwoman flips back into a final hanging position, just within
	reach of the bomb. Catwoman stares down to the intensely
	complicated too-high tech explosive device. 00:31..00:30..00:29..

					CATWOMAN
			Now what?

	Catwoman breaks into a cackle that floats through the dead air of
	the terrified casino visitors and dribbles up the dangling chain
	of confused Catwomen. Catwoman remains amused as hell.

					CATWOMAN
			What am I doing here?  I don't anything
			about defusing bombs. I don't know
			anything..

	Catwoman is ready to chuckle again. She spins to the frozen-in-
	fear faces of Kelly, Didi, the Mayor, Frank, and various fine
	American families. She swallows. The bomb reads 00:13, 00:12,
	00:11..

	EXT.   ROOFTOP ACROSS FROM THE FUN PALACE

	With a perfect rooftop view of the Fun Palace below, Brock
	robustly stomps like a child waiting for the ball to drop in
	Times Square.

					BROCK
			Ten!  Nine!  Eight!

	INT.  THE CASINO

	The Fun Palace patrons lower their heads and close their eyes
	preparing for the inevitable. Catwoman stares intently at the
	bomb.  The High School Kitten weeps from above, a tear rolling
	backwards off her face to raindrop upon Selina's mask. Catwoman
	licks it. 00:07, 00:06, 00

					HIGH SCHOOL KITTEN
			We're all going to die, aren't we?

					CATWOMAN
			Yes.
				(tough smile)
			But not tonight.

	Catwoman unzips her little zipper and untucks from her mini-
	pocket, the strange, small, precise gold object Spooky gave her
	in her death throes. Catwoman reaches out with it to a section of
	the bomb that has an exact-shaped opening. She snaps the object
	into the opening of the bomb.

	The bomb stops right between 00:01 and 00:00 (digitally
	displaying half-a-one.) The black metal sheets covering the
	windows triumphantly (if not overly logically) slam back up and
	the waves of electricity on the walls completely evaporate.
	Everyone loses their mind in well-deserved delirium.

	EXT. ROOFTOP

	Brock obliviously still rouses up for a fiery finale.

					BROCK
			Three!  Two!  And One!  Boom!
				("maybe I got the time wrong")
			Two and One!

	Brock spreads his arms out down to his view of the casino, cueing
	a mighty explosion that never comes. Smoldering, he bounds down a
	fire escape.

	EXT.  OUTSIDE THE CASINO

	The rescued citizens joyously plow from the opening Fun Palace
	doors. They race into the arms of their loved ones as the crowd
	goes berzerk in relief. The Police Chief takes off his hat and
	wipes his sweaty scalp in that way Police Chiefs always do when
	dodging a bullet.

	INT.  THE CASINO

	The High School Kitten lets go of Catwoman. She somersaults onto
	a perfect landing on the glass, giving a glance to the stopped
	bomb.

					CATWOMAN
			Thanks, Rachel.

	The High School Kitten adorably plops into Catwoman's arms. With
	Cirque de Soleil syncopation, the Catwoman unlatch and swirl down
	into a giddy human nets. They happily hug as if they just mid-
	wifed a messiah. The Mayor, Kelly, Didi, and even Frank swarm
	with thanks around Catwoman.

	With the place emptying out, Catwoman and Mom move to the edge of
	the casino's water fountain to share a moment. Unwinding, Mom
	undoes her bow and arrow apparatus and sets it down.

					CAT-MOM
			I'm so proud of you, Selina; Deep
			down, I've always been..we've always
			had a secret kinship..

					CATWOMAN
			Stop. It can't be just "deep down"
			anymore. I've got no time for
			"unspoken bonds" and "secret
			kinships." I just can't do it that
			way anymore. You and me is something
			I have to be able to touch every
			minute of every day..

	Mother and Daughter pull off their masks and gently kiss.

	EXT.  OUTSIDE THE CASINO--NIGHT

	Other tender reunion scenes are going down outside the casino.
	The Mayor hugs his Wild-Haired Wife. The formerly vacuumed pair
	of Machine-gun toting Guards are being interviewed by the Media
	when Brock launches a double-punch across their jaws and takes
	their guns. He fulminates his weapons into the air sending
	everyone down.

					BROCK
			Ladies and gentlemen, this is your
			Captain..If I'm going down, we're all
			going down together. Ladies first.

	Brock opens the Cult of Good chestplate on his uniform like a
	mini-fridge. He removes a stored missile like a last beer. He
	activates the missile with his hand. It flares away from him
	toward the casino. The decidedly phallic weapon whooshes smoothly
	and deliberately, not at crazy-fast speed.

	INT.  THE CASINO--NIGHT

	Chin upon her Mother's shoulder, maskless Selina's eyes widen as
	the sliding doors of the casino open to allow in the rocketing
	forward rocket.

					SELINA
			Mom...get out!

	Selina pushes her Mom away and bolts from the fountain. The
	missile winds right with her. On the run, Selina kicks out her
	left heel against a pillar snapping it off, then does the right
	heel on the next passing pillar. Out of the heels, Selina uses
	her extra speed to bound up the casin staircase.

	The dawdling missile keeps right with her.

					SELINA
			What is with this thing?

	INT.  CASINO MEZZANINE

	Catwoman hits the top of the staircase and pivots to the side,
	diving to the carpet. The missile breezes past her then comes to
	a purposeful stop. It turns around.

					SELINA
			How does it know...Oh.

	Light bulb buzzing on, Selina rips off her claw-glove. The stone
	on the ring Brock had given her is beeping on-and-off a light
	blue light--just like the tip of the harassing missile. Again,
	Selina tries to wrench off the evil trinket, then tries biting
	the damn thing from her finger. Nothing is working.

	EXT.   OUTSIDE THE CASINO

	Brock shoves exiting-out Mom to the ground. She trembles in
	worry.  Giving searching, seething glances to the casino, Brock
	continues to impatiently but omnipotently pace before the
	cowering-on-the-ground crowd.

					BROCK
			Please die, please die...please just
			die already.

	INT.  CASINO MEZZANINE DOWN TO CASINO MAIN FLOOR

	Selina slaloms through a series of pillars trying to throw off
	the goofy projectile, but it weaves along with her. Hittong the
	wall, she slams the "down" button of an elevator. It opens. She
	charges in. The missile whirs right at her. The elevator door is
	taking its sweet time closing. With a typical-annoyed-at-elevator
	sigh, Selina bangs on the DOOR CLOSE button.

	Giving up, Selina hastens back out of the elevator. The missile
	sizzles closer and closer as the doors begin to close. Rising to
	the challenge, Selina gyrates back into the elevator. Running up
	the back wall, she backflips over the incoming weapon and out
	between the closing doors, trapping the little varmint inside.

					SELINA
			Ha!

	Selina gallops to the Mezzanine railing and bounds up off into
	the air. She floats to a perfect feline landing upon the edge of
	the fountain, knocking off Mom's bow-and-arrow combo.

	The sound of a PINGING elevator kills her glee. With the casual
	air of a businessman leaving for the day, the bomb putters out
	the opening door. Seeing Selina, it whooshes forward. Selina
	frantically dips her hand into the fountain trying to lubricate
	off her jinxed jewelry.

	EXT.  OUTSIDE THE CASINO

	The casino doors ache open in slow motion. Glowing with
	Invincible Warrior Charisma, Selina/Catwoman strides forth
	raising up Mom's bow-and-arrow. She fires.

					SELINA
			God is dead.

	The arrow thunks benignly into Brock's superhero breastplate. He
	looks up with a "Is that the best you can do?" laugh.

	The missile POV-lightnings behind Catwoman and whooshes THROUGH
	her legs. The height of subtlety, the overpowering reverse-angle
	has the missile erupting from Selina's haunches right at the
	viewer.

	With sudden panic, Brock focuses down. The beeping blue Ring-
	tracking-device had been put snugly around the arrow Selina shot.
	Brock is at peace.

					BROCK
			Wow. Beat by a girl.

	Brock detonates in a vivid-as-PG-13-allows burst. Everyone
	wobbles up to raise their fist and cheer. The Mayor bellows out.

					MAYOR
			Men and Women of Oasisburg, we have a
			new hero!  Thy name is Catwoman!
			Catwoman?

	The Mayor grandly swings his arms toward the casino. But Catwoman
	is nowhere to be seen.

	EXT.   TOWN SQUARE--DAY

	As if stood up on date, the Mayor stands before an unveiled
	Catwoman statue, looking to his watch, dangling the Key to the
	City at his side. The Media and other City Council members
	crowded around the podium also look to their marches and sigh.
	Selina's voice purrs up into a vaguely Doc Seussesque coda.

					SELINA (V.O.)
			I did not want the fame or the glory
			or the city's KEYS.

	EXT.   THE NIGT SKY--NIGHT

	In a deft reworking of the Bat signal, a spotlight shaped like
	the head of a Cat slams up onto the Night Sky.

	INT.  SELINA'S BATHROOM--NIGHT

	The viewer's viewpoint inhales from this image through a window
	into a bathroom where Selina is vegging out in an oh-so-relaxing
	bubble bath. She lifts a pair of cucumbers from her eyes to take
	in the shining Cat beacon. She shakes her head and rolls her eyes
	with a "You got to be kidding, I'm taking my bath" chuckle.

					SELINA (V.O.)
			They said, "But you must protect our
			fair city!" I said, "Oh, PLE-EASE."

	EXT.   OASISBURG ALLEY--NIGHT

	TWO THIEVES in cat-burglar black slam down a golf cart trunk full
	of merchandise and give each other high-fives. Catwoman prances
	forth. Using the shoulders of Thief One as leverage, she vaults
	up to kick Thief Two to the ground. Landing, she head-butts Thief
	One.  As he drops, she does a dizzy step back, rubs her head, and
	runs off.

					SELINA (V.O.)
			I still liked going out at night--
			Don't get me WRONG. I just wanted the
			town to sing a new kind of SONG.

	EXT.   DARK OASISBURG STREET--NIGHT

	A PURSE SNATCHER bolts by a FEMALE VICTIM, ripping away her
	backpack. He then sheepishly walks back into frame,
	apologetically holding out the backpack, shrugging his hands up
	in a "I don't know what I was thinking" pose.

	EXT.   OUTSIDE THE FORMERLY NOT-NICE GARAGE--DAY

	The earlier-viewed Rip-off Mechanic is hunkered down next to the
	earlier-viewed Ripped-off Female Customer. He is talking her
	through the repairing of her own motorcycle. Grease gently
	touched-upon both their faces, they take a break. Exhaling, they
	clink beer bottles into a weary toast.

	INT.  OUTSIDE DEPARTMENT STORE DRESSING ROOM--DAY

	The Working Class Husband (wearing a cryptic bandage on his neck)
	lounges like Scarface before a dressing room door as his Working
	Class Wife comes out to model a simple black dress. He applauds.

					SELINA (V.O.)
			I wanted them to grow up, get wise,
			and stop waiting for a HERO. If they
			stopped being Fools on their own, the
			truth would become crystak CLEAR-O.

	INT.  HIGH SCHOOL CLASSROOM--DAY

	The sexist High School Teacher has a faded-but-still-highly-
	visible claw mark on his face. With concerned eye-contact, he
	delineates information to the goggled, beaker-boiling trio of the
	Three High School Ex-Kittens.

	INT.  HOSPITAL--DAY

	A team of STRONG-WILLED MALE AND FEMALE DOCTORS walk and talk
	down a hallway in spirited harmony, in oddly black lab coats. The
	viewer pauses before a passed door.

	INT.  HOSPITAL CELL--DAY

	Inside, lying on her back in a black straightjacket in a padded
	black cell, Dr. Penelope Snuggle is drawing a caricature of cat's
	head with a white magic marker between her toes.

					SELINA (V.O.)
			We stopped being lame and started
			being suave--It was really quite
			SIMPLE.  Meanness and Smugness and
			Bossyness we popped like a PIMPLE.

	EXT.   MAIN STREET--DAY

	Astonishingly-but-somehow-still-casually-dressed in black, Selina
	swings around a corner to slink down a very different Main
	Street.  Like her, everyone has discarded their dorky visors and
	now where the coolest sunglasses even money can't buy.

	Also gone are the golf carts as everyone, young and elderly, now
	politely thunder both sides of the street in sleek, shiny black
	motorcycles. It does not stop there. Everyone, Male and Female,
	has been re-decked out of their eyesore funwear and into
	ludicrously suave clothing of the subdued Calvin Klein variety
	(Mostly but not necessarily black).

	Women pass each other in the street, nodding with knowing half-
	smiles. With sly, respectful body language, the Men interact with
	the Women, not with goddess-worshipping-wimpiness but with
	subtle, "just-happy-to-be-in-your-presence" grace.

					SELINA (V.O.)
			A sense of Calm and Cool we do not
			LACK.  One Hundred Degrees and we
			still wear BLACK.

	INT.  AIRPORT

	Obnoxious as all get out, generic Tourist tribes scramble down an
	airport tunnel already squabbling about what-a-good-time-they-
	better-have. One T-shirt reads "WHERE'S MY FUN?" They freeze.
	Ahead of them, a panorama of disarmingly darkly dressed MALE AND
	FEMALE AIRLINE WORKERS are leaning into each other in intimate
	conversation.

	As if bit by the same vampire, they all simultaneously turn and
	enigmatically smile to the Tourists. Spooked in deadpan tableau,
	the Tourists drop their bags and flee away back down the tunnel.
	A sweating Frank bustles into the frame to join them in their
	escape from the city.

					SELINA (V.O.)
			The Old Kind of Tourist went
			screaming AWAY.

	INT.  SAME AIRPORT, DIFFERENT DAY

	A NEW SET OF DARKLY DRESSED FAMILIES exuding an attitude of
	Intelligence and danger come down the airport tunnel, breaking
	into matching smiles with the sultry airport staff.

					SELINA (V.O.)
			And now a new kind of Tourist has
			come to PLAY.

	EXT.   BACK ON MAIN STREET--DAY

	Unfazed by the periodically puttering past motorcyclage, Selina
	strolls the middle of the street, taking in the world's coolest
	city as if she was its secret, unhaughty Queen. A GIDDY TEENAGE
	COUPLE make out on the same park bench the Mayor and his
	Unrepressed Haired Wife are making out on.

	Selina passes an eloquently modulated wedding being let out. The
	sweet young (ex-)Catbride is the bride who wears black. Pinkies
	interlocked, she drifts forward with her PERFECT-FOR-HER GROOM.
	Even the priest wears amazing dark eyewear. Bride and Groom swing
	over a motorcycle and breeze away past a saluting Selina.

	The motorcycle rounds a corner where the Catbride's Grungy ex-
	boyfriend and Yuppie ex-boyfriend sit at the same cafe table.
	They smile and salute her...and then melt into a kiss, having
	finally found someone they are comfortable with.

	Selina gently eases through a FIELD TRIP OF SMALL CHILDREN, who
	are in too-cool-for-school eyewear, being led before the spot
	where Brock blew up. It is still (ever-)smoking and flaming like
	the tomb of the unknown soldier. A plaque reads DEFY AUTHORITY.

					SELINA (V.O.)
			Deep, deep, deep, into your own
			darkness you must DRILL. Only then,
			will each day be a sick, giddy
			THRILL.

	Passing a sign reading SELINA'S FUN PALACE, Selina languorously
	treks toward the darkened and de-neoned, majestic-as-ever,
	Casino.  Eerie yet wonderful music briefly takes over Selina's
	narration.

	INT.  SELINA'S FUN PALACE--DAY

	Selina glides through the sliding doors. She removes her
	sunglasses and hangs them on a hook with hundreds of other pairs
	on hooks. A nearby plaque reads "ONLY FOOLS WEAR SUNGLASSES
	INDOORS. BUT THEN YOU KNEW THAT." Inhaling some bliss, Selina
	leans back against a wall, next to a thermometer reading 73
	degrees.

	She takes in the new surroundings of the Fun Palace. The lights
	are lower as well as the Tacky Factor. A softened Esmeralda,
	wearing a flute around her neck, tugs up the instrument and
	coolly blows.  Didi and Kelly in new uniforms that are sexy, but
	artfully subdued mosey up along with MALE WORKERS, also in sexy,
	but subdued uniforms. All smile in intense discussion.

	Selina's POV moves through the casino where everyone gambles with
	Bondian cool. By the roulette wheel, TWO GANGLY TWINS drape their
	arms around the Twin Overweight Ex-Catwomen. MULTI-EVERYTHING
	COUPLES waltz behind them in sensuous syncopation.

	The earlier-noticed Female Exec and an EXECUTIVE MALE stride,
	from different directions up to the door of THE CLUB (formerly
	the Gentleman's Club). Both pull out gold card-keys at pretty
	much the same time. The Executive Male, with a refined cock of
	the head, demures to the Female Executive. She opens the door and
	the viewer follows them in.

	INT.  THE CLUB

	Men and Women are mixed together before the stage in a mellow but
	enticing melange. Selina's Mom parades onto the stage in another
	dazzling cat costume going into a wild-not-too-wild-just-wild-
	enough dance number. Selina's narration creeps back.

	EXT.   DESERT OUTSIDE THE CITY--NIGHT

	The Catwoman outfit lies neatly folded in a dug-out desert hole.
	A clump of dirt thumps over it. Incongruously still in her sultry
	ensemble, Selina is revealed to be outside the open gate to the
	city, shoveling the desert dirt. Selina wrist-wipes her brow
	before shovel-patting down the filled up hole. She happily sighs.

					SELINA (V.O.)
			We had put the Oasis back into Burg.
			I never knew Fun could be so much
			FUN.  Happily ever after we lived--
			happily ever after--all except ONE.

					DJ OINK (V.O.)
			Well, well, the re-eal Catwoman!  I
			hope you don't think I'm afraid of
			you.

	The viewer's viewpoint pans to see DJ Oink has been buried up to
	his neck in desert sand. Selina saunters to stand over him. As he
	continues to rant, she unscrews a bottle labeled NIP and proceeds
	to Niagara the goo all over his face.

					DJ OINK
			Oh sure, sure, tell a couple jokes,
			make a gross comment or two, and
			suddenly I'm the sacrificial lamb for
			every jerk in the world. That makes a
			lot of sense...
				(reacting to dribbling Nip)
		Hey, hey, what is that?  Sunblock?

					SELINA
			Whatever you say, babe.

	Selina places a microphone down by Oink's disembodied face. She
	swivels off in a glide back toward the gate. She wears an
	absurdly long scarf that billows up into the desert breeze.

					DJ OINK
			Hey, hey, come back here!  This is
			officially not funny anymore. Hey,
			you listen to me when I speak to you,
			woman!  Hey!  Hey!

	With a loud, rumbling purr, Dozens of diverse CATS pour past
	Selina toward their delightfully obvious destination.

	INT.  RESTAURANT--DAY

	A restaurant of ROMANTIC COUPLES look up from each other's eyes
	to beam up to Oink's screams on the intercom.

	INT.  STATION WAGON

	The working-class family, packed into a station wagon, listen to
	the shouts on the radio, smiling away.

	INT.  THE CASINO

	The staff of the Fun Palace encircle a bar-top radio, grinning
	madly at the D.J.'s wails.

	EXT.  THE DESERT--DAY

	Back turned to the viewer, Selina continues her glorious strut
	back into the gates of the city. Beautiful, wonderful cats keep
	flowing past her.

	The viewer's viewpoint violently jerks back to thunder across the
	desert floor away from the oncoming cats, Oink's wailing-from-the-
	back head, and the perhaps impolite confrontation about to occur.

	The viewer then arcs grandly up into the air for a last awesome,
	all-encompassing look at the paradise of Oasisburg, heavenly rays
	of sun beaming downward. Into this perfect image comes, as the
	story's exclamation point, the figure of Adonis, limply hanging
	by his cape from his low-on-fuel-pathetically-chugging-up-and-
	down-across-the-sky jet pack.

					SELINA (V.O.)
			Selina Kyle versus Catwoman--who will
			win?  Who will LOSE?  Come to Oasisburg--
			the place where you don't have to
			CHOOSE.