BIRDS OF PREY
1X00:  PILOT
[UNAIRED]
TRANSCRIBED FROM TAPE

Written by  LAETA KALOGRIDIS
Directed by  BRIAN ROBBINS

Transcript by Intrepid
Courtesy of http://www.webphilia.com/~anthology/wnp.html

Please do not archive this transcript without permission from the 
Transcriptionist.

==========================
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==========================
SUMMARY:  Dinah meets Helena and Barbara.  Together they investigate the 
mysterious "suicides" of New Gotham's prominent citizens.
==========================
BIRDS OF PREY
1X00: PILOT [UNAIRED]
==========================



COLD OPEN:

[CGI:  "NEW GOTHAM CITY" MAP (STOCK)]

(Camera opens on the top view of a NEW GOTHAM CITY map and slowly zooms in.  The 
map tilts backward till flat and the buildings rise up from the flat markings to 
a 3-D view of the map.)

NEWS REPORTER:  (v.o.)  New Gotham Police have claimed to dismantled the largest 
organized crime ring ...

(The computer generated 3-D view of the city buildings ... )

... DISSOLVE TO:



[EXT.  NEW GOTHAM CITY (STOCK) - NIGHT]

NEWS REPORTER:  (v.o.)  ... in the city's history tonight after a fire fight at 
the city's dockyards, resulting in explosions that were visible over miles.  
Rumors persist that the real target was a shadowy madman known only as The 
Joker.

(Camera pushes forward and travels through the city tops, weaving between 
buildings.)

CUE SOUND:  (PRELAP)  A WOMAN SCREAMING

(The camera zooms between the city building tops, then plunges straight downward 
to the street below.)

(The crowd below disburses and steps aside to show a top view of SELENA KYLE 
lying in the middle of the street, a dark pool of blood spreading across the 
center of her blue suit.  YOUNG HELENA KYLE kneels over her mother's unmoving 
body, panicking and unsure of what to do.)

YOUNG HELENA KYLE:  (desperately)  Mom!  Mom, can you hear me?  It's Helena!  

[EXT. NEW GOTHAM CITY STREET - NIGHT - CONTINUOUS]

YOUNG HELENA KYLE:  Mom, you  -- you have to! You have to!  You have to hear me!  

(She shakes her mom and tries to get her to awake-up.  Around her, thunder 
rumbles.)

YOUNG HELENA KYLE:  Mom!

(YOUNG HELENA KYLE looks up and sees a dark figure standing in front of them in 
the open in a dark coat with black gloves on clutching the bloodied knife in his 
hand.  She yells into the crowd.)

YOUNG HELENA KYLE:  Stop him!  Somebody stop him!  Somebody stop him!

(The figure drops the bloodied knife where it falls into the puddle of water on 
the street.  He turns and runs.  No one stands up to help her.)

(YOUNG HELENA KYLE continues to shake her mother.)

YOUNG HELENA KYLE:  (crying)  Mom!  Mom, it's Helena.  Mom!  No ...

(She slowly puts her head down on her mother's chest.)

(Camera zooms in close to the knife still in the puddle of water.  It starts to 
rain.)

YOUNG HELENA KYLE:  (o.s.)  (crying)  Mom!  Mom, it's Helena. 

DISSOLVE TO:



[EXT. BUILDING WINDOW -- NIGHT]

(Lightning flashes and rain starts to beat against the window.  The camera moves 
across the building from window to window and by the light inside one of the 
rooms, we see a blurry red-haired female figure inside moving freely.  Lightning 
flashes.)

(Through the blurry window, YOUNG BARBARA GORDON walks through the room and into 
her bedroom.  Thunder crashes.  She reaches for the remote on the television and 
turns the set on.)

CUT TO:



[INT. BARBARA GORDON'S APARTMENT - BEDROOM - NIGHT]

(The NEWS REPORTER on the set continues to report.)

NEWS REPORTER:  (from set)  ... that this was an all out attempt to destroy his 
criminal empire once and for all.

CUT TO:



[INT. BARBARA GORDON'S APARTMENT - BATHROOM - NIGHT]

(Camera opens on the showerhead.  YOUNG BARBARA GORDON steps into the shower.  
She takes a deep breath, closes her eyes, and rests her head wearily against the 
glass shower wall as the water falls on her back.)

NEWS REPORTER:  (v.o.)  Criminals at the scene insist they were attacked by ...

(Quick flashback to:  [INT. DOCKYARDS - WAREHOUSE - CORRIDOR] Fire and ... )

[BATGIRL]

NEWS REPORTER:  (v.o.) ... a mysterious masked vigilante.

(End of flashback.  Resume to present.)

(BARBARA GORDON rests her forehead against the glass shower wall as she 
remembers.)

(Quick flashback to:  [INT. DOCKYARDS - WAREHOUSE - CORRIDOR].  BATGIRL fights.

NEWS REPORTER:  (v.o.) ... who they call BATMAN and his partner, BATGIRL.

(End of flashback.  Resume to present.)

(BARBARA GORDON rests her forehead against the glass shower wall as she 
remembers.)

NEWS REPORTER:  (v.o.)  Veteran New Gotham City Police Commissioner James Gordon 

(Quick flashback to:  [INT. DOCKYARDS - WAREHOUSE - NIGHT].  There's a flash of 
blue electricity.  BATGIRL is flung back against the wall.

NEWS REPORTER:  (v.o.)  ... refused to comment, only to say that 

(End of flashback.  Resume to present.)

(BARBARA GORDON rests her forehead against the glass shower wall.  She slowly 
smiles as listens to the news report and remembers.)

NEWS REPORTER:  (v.o.)  ... two unidentified law-enforcement agents ...

(Quick flashback to:  [INT. DOCKYARDS - WAREHOUSE - NIGHT].  The JOKER'S shadowy 
image.  The warehouse is on fire.  BATMAN appears, jumps over the desk and hurls 
himself at The JOKER.)

NEWS REPORTER:  (v.o.)  ... were responsible for bringing The Joker into police 
custody and denied reports that any BATMAN 

(End of flashback.  Resume to present.)

NEWS REPORTER:  (v.o.)  ... or BATGIRL at the scene.

(BARBARA GORDON rests her forehead against the glass shower wall.  She smiles as 
listens to the news report.)

NEWS REPORTER:  (v.o.)  We have a breaking story:  A fatal stabbing in New 
Gotham Downtown New Gotham.  

(BARBARA lifts her head and listens intently to the news report.  She doesn't 
like the sound of it.)

NEWS REPORTER:  (v.o.)  Reports are coming in that the victim is the infamous 
Selena Kyle, 

(BARBARA pushes away from the wall to look through the glass door at the 
television set.  She's absolutely shocked by the news, her concern growing more 
as she listens.)

NEWS REPORTER:  (v.o.)  ... the mysterious and beautiful businesswoman, once 
accused of leading a double life as the jewel thief called CATWOMAN.

YOUNG BARBARA GORDON:  (realizes)  Helena.

(The news report continues.)

NEWS REPORTER:  (v.o.) It is now confirmed.  She is dead at the scene.

(The television feed continues.  The screen reads:  DOCKYARD FIRE / LIVE.)

CUT TO:



[INT. BARBARA GORDON'S APARTMENT - NIGHT]

(BARBARA reaches for the phone and starts dialing.)

NEWS REPORTER:  (v.o.)  Catwoman is survived by her only daughter, Helena.  Ms. 
Kyle has been romantically linked to the enigmatic millionaire Bruce Wayne.

(She dials again.)

NEWS REPORTER:  (v.o.)  This is ...

(Lightning flashes and thunder rumbles.  The power goes out and the entire place 
is dark.)

(There's a steady knock at the front door.)

YOUNG BARBARA GORDON:  Helena!

(BARBARA runs to the door to answer it.)

(YOUNG BARBARA GORDON opens the door and looks outside.  Her eyes widen in 
surprise.)

(THE JOKER stands in front of her.  He raises his gun, cocks it and fires. 
BARBARA GORDON jerks back as she is shot in the stomach, the bullet lodges into 
her spine ... crippling her.)

(Camera close up and in slow motion as the empty shell casing clinks to the 
floor.)

(BARBARA GORDON hits the floor with a thud.)

THE JOKER:  Knock, knock ... 

(On the ground, BARBARA GORDON slowly turns her head to look at THE JOKER.)

THE JOKER:  (o.s.)  Who's there?  

(THE JOKER still holds his gun out in front of him on BARBARA GORDON.)

THE JOKER:  (o.s.)  Batgirl ... past tense.

(BARBARA GORDON is on the floor, a large pool of blood growing around her.)

(The JOKER laughs maniacally in triumph.  The camera follows the blood from 
BARBARA GORDON, across the floor to BATGIRL'S yellow and black belt bat-logo.  
Her cowl is nearby.)

(Lightning flashes.)

WHITE FLASH TO:



(Lightning flashes.  Thunder rumbles.  The clear shadow of a man, The JOKER, 
holding a gun flashes against the wall.  BARBARA GORDON'S face flashes for a 
moment, then all is dark again.)



[INT. DINAH LANCE'S RESIDENCE - BEDROOM - NIGHT]

(YOUNG DINAH LANCE sits up in bed, screaming and crying.)

(The bedroom door opens and DINAH LANCE'S mother, MRS. REDMOND, rushes into the 
room.)

MRS. REDMOND:  Dinah?!

YOUNG DINAH LANCE:  (voice breaking) She was stabbed!  And the other one --he 
shot her.  

(MRS. REDMOND sits at the edge of the bed.)

YOUNG DINAH LANCE:  I saw her!  She fell down and the blood went on the floor.  

MRS. REDMOND:  Hush, Dinah.  Hush.  It was just a dream.

(Thunder rolls. MRS. REDMOND sits on the bed and holds DINAH.)

(Cut to:  MRS. REDMOND is standing behind DINAH combing her hair.)


MRS. REDMOND:  We've talked about this, Dinah.  You know how your father and I 
feel.  It's all your imagination -

YOUNG DINAH LANCE:  (insistent)  No, I saw it.  Two girls in New Gotham and it's 
just a ...

MRS. REDMOND:  ... dream.  (chiding)  You've never even set off outside this 
town.  Whatever you think you see, none of it's real.  Are you listening to me, 
Dinah?  You didn't see anything, ... 

(The camera moves around to show us DINAH sitting in front of the mirror.  MRS. 
REDMOND isn't standing behind her.)

MRS. REDMOND:  (v.o.)  ... Did you?

(DINAH looks up at the image of herself in the mirror.)

YOUNG DINAH LANCE:  (quietly to herself)  No, I didn't.

(Thunder rumbles.)

DISSOLVE TO:



[INT. BUS (MOVING) - PRESENT DAY]

LEGEND:  7 YEARS LATER.

(Camera close up of DINAH LANCE looking out the window.)

CUE SONG LYRICS:  Am I not pretty enough? / Is my heart too broken / 

DISSOLVE TO:



[EXT. BUS (MOVING) - DAY - CONTINUOUS]

(The bus heads down the roadway into NEW GOTHAM CITY.)

LYRICS:  Do I cry too much? / Am I too outspoken? ...

CUT TO:
END OF INTRODUCTION



SCENE #01:

[INT. BUS (MOVING) - DAY -- CONTINUOUS]

(DINAH LANCE sits alone in the bus on her way to NEW GOTHAM CITY.  The camera 
lingers on her.)

LYRICS:  Don't I make you laugh?  Should I try it harder ? (fade to background)

(Someone moves into the empty seat next to her.  She glances at them, then turns 
to look back out the window.)

JERRY:  To ... or from?

(DINAH turns to look at JERRY.)

DINAH LANCE:  Excuse me?

JERRY:  Are you running away from something or -- or to something?

(DINAH is caught off guard by the question.)

DINAH LANCE:  (she shakes her head)  I'm not. I mean - I

(He smiles and reassures her.)

JERRY:  No, it's -- it's cool.  You should be careful, though.  It's a big city 
if you don't know anyone.  Hey, I'm Jerry.

(He holds out his hand to her.  She hesitates for a moment, then takes it.)

DINAH LANCE:  Dinah.

(They shake hands.  DINAH smiles.)

JERRY:  See?  Now you know someone.

DINAH LANCE:  To.  

(He looks confused by her change in subject.)

DINAH LANCE:  I'm running "To" ... or at least I hope so.  There are a couple 
people in New Gotham that I sort of knew -- or knew about, anyway.  Um, it's 
hard to explain.

JERRY:  Well, do you think they're still in the city?

DINAH LANCE:  I don't really know what happened to them.

(DINAH turns to look back out of the window.)

CUT TO:



[EXT. SIDEWALK - DAY]

(BARBARA leans over the side of her wheelchair and takes the time to smell the 
beautiful yellow flowers.  She smiles as she inhales.)

BARBARA:  Ah.

WADE BRIXTON:  (o.s.)  Here, Barbara.  These are more like you.

(WADE BRIXTON puts a bouquet of tulips in front of her.  She takes them, looks 
at them and smiles)

WADE BRIXTON:  I stopped by your classroom.

(She turns and looks up at him.)

BARBARA:  Yeah, I, uh, had to take off early today.  A lot of work to do.

WADE BRIXTON:  You've always had a lot of work to do.  

(He reaches out a hand and caresses the side of her face.  BARBARA reacts 
uncomfortably.  She turns away.)

WADE BRIXTON:  Never mattered before.  Have dinner with me tonight.  

BARBARA:  (sighs)  Wade, I'm sorry.  I-I -- I can't.  I can't.

(BARBARA turns and slowly moves her wheelchair down the sidewalk.  WADE follows 
her.)

WADE BRIXTON:  All right, all right, then at least tell me why.  Tell me that I 
was wrong about the last six months.  Tell me it wasn't good.  Tell me it wasn't 
fun.

BARBARA:  It's -- it's --it's complicated.

WADE BRIXTON:  I like complicated.  This is part of what makes you so 
attractive.

BARBARA:  What, just part?

(She glances up at him and smiles a bit.)

WADE BRIXTON:  (seriously)  Well, see, I can't talk about the other parts right 
now.  

BARBARA:  (sighs)  Look, Wade, it's not you.  Please, I really have to go.

(BARBARA turns to leave.  WADE stands there, not following her.)

WADE BRIXTON:  Okay.  So, it's not me.  Just tell me 'what'?  Then, what is it?

(BARBARA continues down the sidewalk leaving WADE behind.)

CUT TO:





[EXT. CLOCKTOWER - DAY]

(From far away, the camera zooms in toward the center of the city where the 
CLOCKTOWER stands.  We head straight for the large clock face which currently 
reads 4:00.  Camera zooms in and dissolves into ... )



[INT. CLOCKTOWER - DAY - CONTINUOUS]

(Camera pulls away from the large gears inside that make the clocktower work.  
It does a complete 360 aerial flip and pulls back to show us BARBARA GORDON 
working on the computer laptop, keyboard keys clicking.)

(On the monitor, we see a newspaper article on screen with the headline:  MAN 
FALLS MORE THAN TEN STORIES TO HIS DEATH.  Next to the article, the police 
report, HOMICIDE ONLY, appears as well as photos of the crime scene.)

BARBARA GORDON (ORACLE):  Hey, it's me.  Remember that suicide last week?  Well, 
there's another one that looks a lot like it.  (softer)  Too much like it.

(She turns back to the monitor.  Then it hits her that she hasn't had a 
response.)

BARBARA GORDON (ORACLE):  Huntress, it's Oracle.  Do you copy?  (pause)  You've 
gone off-line again, haven't you?  (pause)  (exasperated)  God, this is so like 
you.  It's a transceiver, ... 

CUT TO:



[INT. DR. HARLEEN QUINZEL'S OFFICE - DAY -- CONTINUOUS

(Camera opens on the transceiver in the form of what looks like a small bat-
shaped earring in the palm of a hand.)

BARBARA GORDON (ORACLE):  (from mic)  ... not a walkman.  Huntress? 

(HELENA KYLE sits lounging on a chair, the earring/transceiver in the palm of 
her hand.)

DR. HARLEEN QUINZEL:  (softly)  (o.s.)  It's called talk therapy, Helena, not 
stare hostilely at your psychiatrist therapy.

(The camera pans around HELENA KYLE to show another woman sitting in a seat 
perpendicular to her.  HELENA KYLE sits in her chair, stoically and stubbornly 
not responding to the therapist.)

HELENA KYLE:  The court sent me here for anger management, right?  

DR. HARLEEN QUINZEL:  mm-hmm.

HELENA KYLE:  Observe the managing.  (sarcastically)  I'm cured.  You're a 
genius.

DR. HARLEEN QUINZEL:  I know that seven years ago on this day, you watched your 
mother die.

(Hearing it affects her though she still tries not to show it.)

DR. HARLEEN QUINZEL:  A few months later, Barbara Gordon became your legal 
guardian.  Why did you move in with her and not your father?

(HELENA straightens in her seat and turns to look at DR. QUINZEL.)

HELENA KYLE:  Because at the time,  I didn't know who he was.  And as it turned 
out, he didn't even know that he had a kid.  At least my mom tried to protect 
me.  He was just clueless.

(DR. QUINZEL doesn't say anything.)

HELENA KYLE:  I miss her.  And in that one moment, she was gone.  Everything 
changed.  I changed.

DR. HARLEEN QUINZEL:  Into what?

(HELENA looks at DR. QUINZEL.)

HELENA KYLE:  Into someone maybe I wasn't meant to be.  

CUT TO:



[EXT. NEW GOTHAM CITY -- BUS STATION TERMINAL - DAY]

CUE MUSIC:  LYRICS:  Making my way down town walking fast, faces pass and I'm 
home bound ...

(DINAH LANCE and JERRY walk out of the terminal and onto the mainstreet 
sidewalk.  JERRY writes down something on a piece of paper.)

JERRY:  This is ... the, uh, address.  I'll see you tonight.

(He gives it to her.)

DINAH LANCE:  Okay.

JERRY:  Bye.

(They wave each other, he turns and walks away.  DINAH sighs and smiles.)

DINAH LANCE:  It's gonna be different here.  I know it.

MAN IN SUIT:  (o.s.)  Oh, no!  

(DINAH looks up and sees a MAN IN A SUIT stand up from the bench he's sitting 
on.  The man looks around and appears to be panicking.  Sitting next to him on 
the bench is a man completely in black - black trenchcoat, black hat, black 
sunglasses & black gloves -- reading a newspaper unmindful or ignoring the man 
panicking.)

MAN IN SUIT:  (muttering)  No!  No!

(DINAH watches in horror as the MAN IN THE SUIT screams and runs into the 
oncoming traffic.)

MAN IN SUIT:  (screaming)  No!

(Car horns blare and tires screech.  She watches as the MAN IN THE SUIT is hit 
by an oncoming large vehicle.  The vehicle stops and the man falls to the 
ground.  DINAH runs to help him.)

(The man is on the ground.  DINAH kneels down in front of him.)

DINAH LANCE:  Don't move!  Just lie still.

(She puts a hand on him to stop him from moving.  He reaches out and grabs her 
hand.  The contact propels DINAH into his mind.)

(Quick black & white VISION:  DINAH is transported into a deserted street.  
She's kneeling in front of the man who is still on the ground.  The wind blows 
around them.)

MAN IN THE SUIT:  Don't let them get me!

(She lifts her head and looks around.  There's no one but the two of them 
there.)

MAN IN THE SUIT:  (desperately)  Don't let them get me!

DINAH LANCE:  Who's trying to get you?

(The MAN stops and looks up toward the subway entrance.  DINAH turns around to 
look at what the man is talking about.  Out of the silence, we hear squeaking.  
We hear RATS squeaking.)

(Hundreds of sewer rats run up from the subway entrance and out into the 
streets.)

(Sitting on the bench is the man in black.)

(DINAH turns to the MAN IN THE SUIT and tries to get him to stand up.)

DINAH LANCE:  Come on!

MAN IN THE SUIT:  We didn't know what was beneath - beneath ... Phoenix.

(With his last breath, The MAN gives up and falls back.)

(Cut to:  RAT'S POV.  The camera runs low along the road with the rats as they 
head toward the MAN in the middle of the street ... and DINAH.)

(The rats continue to head toward DINAH.  They surround her.)

(End of DINAH'S VISION.  Resume to present.)

(DINAH lets go of THE MAN'S hand.  She sits back abruptly.  Stunned by what she 
just experienced.  In the background, the emergency sirens wail and get louder 
as they get closer.)

(Slowly, DINAH stands up.  She looks across the street, directly at the man in 
black who is still sitting on the bench and holding the newspaper in front of 
him as if he were reading.  He turns and looks back directly at DINAH.)

(Something large and blurry obstructs her vision as it passes.  When it passes, 
the man is gone.)

DINAH LANCE:  (v.o.)  I can't really describe him.  I never got a good look at 
his face.

CUT TO:



[EXT. NEW GOTHAM CITY - STREET - NIGHT]

(The emergency vehicles and cop cars are there.  DET. McNALLY and JESSE REESE 
interview DINAH LANCE.)

DET. McNALLY:  So you say this guy didn't push the victim?

DINAH LANCE:  No, he wasn't anywhere near him, but, um ... 

(DINAH hesitates.)

DET. JESSE REESE:  But?  (persistently)  What?  Miss ... you saw something, 
didn't you?

DET. McNALLY:  (sighs)  Yeah, she saw a guy on a bench.  

(MCNALLY turns to look at REESE.  They share a look or an old difference of 
opinion.)

DET. JESSE REESE:  (quietly)  Come on, Mac.

(DET. McNALLY turns and walks away.)

(JESSE REESE reaches into his pocket and takes out a business card.)

DET. JESSE REESE:  Listen, if you think of anything else at all, and I mean 
anything, you can reach me at this number, okay?

(He gives her the card.)

DINAH LANCE:  Okay.

DET. JESSE REESE:  Good night.

(DINAH nods and walks away.)

(JESSE REESE turns and looks at DET. McNALLY.  The two are obviously at odds on 
this.  They head for the body.)

DET. JESSE REESE:  What?

DET. McNALLY:  Don't start.

DET. JESSE REESE:  Start what?

DET. McNALLY:  "There's something prowling the night," that's what.

DET. JESSE REESE:  (sighs)  Of course not.  This is just your basic "normal guy 
freaks out, throws himself in front of a speeding vehicle for no reason" case.  
It's totally routine.

DET. McNALLY:  Was that sarcasm?  'Cause you know I'm a sensitive man.  (sighs)  
Seriously, Reese, you gotta layoff "The Twilight Zone."  The guys are starting 
to talk.

(They walk under the crime scene tape.)

DET. JESSE REESE:  McNally, you hear the same stories I do.  You see the same 
things we can't even begin to explain.

DET. McNALLY:  Freaks, weirdos.  Urban myths.

DET. JESSE REESE:  Myths are just the truth a few generations later.

(JESSE starts to leave, then turns around to look at McNALLY.)

DET. JESSE REESE:  Come on, McNally.  What are you so afraid of?

DET. McNALLY:  Being seen with you, getting carted off to the loony bin -- I'm 
gonna make you a list.

(McNALLY takes out his pen.  JESSE puts on his gloves.)

DET. JESSE REESE:  There's something going on in this city after the sun goes 
down.  I intend to find out what it is.

(He turns and lifts up the sheet to look at the dead man underneath.)

CUT TO:



[EXT. NEW GOTHAM CITY (MOVING) (STOCK) - NIGHT]

(The camera moves swiftly through the tops of the building.)



[INT. DARK HORSE BAR - NIGHT]

(HELENA KYLE is working behind the bar pouring drinks.)

HELENA KYLE:  Okay.

(The two women take their drinks and leave.  Sitting in front of the counter now 
is BARBARA GORDON.  HELENA takes one look at her stony glare and smiles.)

HELENA KYLE:  (amused and loving it)  Oh, man.  You've got "Wade" face!

(She turns to put the equipment back on the counter behind her.)

HELENA KYLE:  This is turning out to be the longest break-up in recorded 
history.

BARBARA GORDON:  I've been calling for hours.  

HELENA KYLE:  (She puts the drinks in front of a couple of guys while talking 
with BARBARA behind her.)  See, the problem with you is that you only go out 
with one guy at a time.  Not effective risk management.

BARBARA GORDON:  Don't change the subject.  Where have you been?

HELENA KYLE:  That shrink thing -- remember?  Being punished for destroying city 
property while chasing down your bad guy.

BARBARA GORDON:  Okay, well.  You could have gone around the fire hydrant.

HELENA KYLE:  Doesn't it ever bother you?!  We spend all our time trying to save 
the city fighting crime lords and super-villians ...

BARBARA GORDON:  Shh.

HELENA KYLE:  (softer)  ...For what?  Lousy hours?  Nonexistent pay, no 
recognition, ... traffic tickets?  

BARBARA GORDON:  That's the downside of having a secret identity -- the secrecy.  
Anyway, I need you to go on sweep tonight.  There's been another death.

HELENA KYLE:  You mean another suicide?  

BARBARA GORDON:  No, it's murder -- neither of these guys had any history of 
psychological illness, no reason to even consider suicide.

HELENA KYLE:  People can kill themselves if they want, it is a free country!

(HELENA shouts out the last part.  BARBARA patiently waits while uncomfortably 
looking around to see if they're getting any unwanted attention.)

(HELENA KYLE sighs and moves toward the end of the bar.  BARBARA GORDON 
maneuvers her chair around the bar and follows her.)

BARBARA GORDON:  (to the patrons)  Excuse me.

(She stops at the end of the bar.)

BARBARA GORDON:  I'm telling you, there's something wrong here.  I can feel it.

HELENA KYLE:  Is your spider sense tingling?

(HELENA pours a drink and puts it on the bar in front of BARBARA.)

HELENA KYLE:  Stop twitching and have a drink.

BARBARA GORDON:  Could you focus for just one second?

HELENA KYLE:  I am focused.  I'm focusing on why we do it.  Why do we even 
bother?

(HELENA tosses back a shot of the drink.)

BARBARA GORDON:  We do it because it's who we are.

(HELENA picks up her bag and puts it on her shoulder.)

HELENA KYLE:  No, it's who you are.  

(BARBARA doesn't say anything.  HELENA reaches down and swings her bag over her 
shoulder.)

HELENA KYLE:  My shift's over anyway.

(In front of her, HELENA puts on the choker with her bird-logo on it, securing 
it around her neck.)

HELENA KYLE:  It might be good for me to go kick some ass.

(BARBARA still hasn't said anything, obviously hurt.)

CUT TO:



[EXT. ALLEYWAY - NIGHT]

WOMAN WALKING THE STREET:  (o.s.)  Hey, baby, you want to go out?  You want to 
go out tonight?

(In the middle of the street, DINAH LANCE slowly makes her way looking up at the 
buildings around her and then back down to the slip of paper in her hand.)

(She continues down the street.)

(Behind her, someone in jeans and tennis shoes follows her.)

(DINAH glances to the side knowing that she's being followed.)

(Someone passes across the street behind her.  DINAH swings around to look but 
sees that there's no one there.  She turns back around to continue back down the 
street.)

(Someone in jeans and tennis shoes follows her.  The camera moves slightly and 
we finally see that it's JERRY.)

(DINAH swings around to look and bumps into JERRY.)

DINAH LANCE:  (relieved)  Oh, god.  You scared me.  Um ... I thought you were 
... you know - 

JERRY:  (serious)  Dangerous?

DINAH LANCE:  Um ... well, it's kind of a weird place to party.

(JERRY starts to advance on DINAH.  She backs up slowly, pacing him.)

JERRY:  One thing you learn about New Gotham, Dinah -- things are never what 
they seem.

(DINAH turns around and makes a break for it.  JERRY runs after her.)

(She runs deeper into the secluded alleyway.  JERRY catches her and presses her 
back into the wall.)

DINAH LANCE:  Aahhh!  Leave me alone!

(DINAH starts to cry.)

JERRY:  Oh, come on, don't be scared, Dinah.  Ugh!

(From up above, HELENA falls down right on top of JERRY and knocks him off from 
DINAH.  JERRY falls to the ground.  He looks up and sees THE HUNTRESS standing 
above him.)

HELENA KYLE (HUNTRESS):  The lady isn't interested.

(JERRY looks around and reaches for the pipe on the street.  He picks it up and 
swings it at HUNTRESS.  He hits her in the stomach.  She absorbs the hit.  He 
scrambles to his feet and hits her again.)

HELENA KYLE (HUNTRESS):  I was hoping you'd say something like that.

(JERRY swings the pipe and THE HUNTRESS easily dodges it.  No matter what JERRY 
does, he can't touch her.)

(THE HUNTRESS fights back.  JERRY is no match for her.  She easily pushes him 
back and he hits the wall.  She flips forward with precision and anchors the 
boot of her heel under his chin.)

JERRY:  (grunts)  Who the hell are you?

HELENA KYLE (HUNTRESS):  I'm The Huntress, and you're the prey.  

(She releases him and he slinks down to the ground.)

(In a pose similar to her mother's, THE HUNTRESS crouches down low ready to 
pounce.  She looks directly at the prey in front of her.)

HELENA KYLE (HUNTRESS):  (flippantly)  Warmed up yet?

(JERRY scrambles to his feet and runs down the alleyway toward its entrance.)

HELENA KYLE:  (staring at JERRY)  Ohh!  I hate a man with no endurance.  Really, 
what's the point?

(HELENA turns around to look at DINAH who is still standing up against the wall, 
her face alight with excitement and recognition.  She moves away from the wall 
toward HELENA.)


HELENA KYLE:  You can just say "thank you."  It wasn't that spectacular.

DINAH LANCE:  No. It's - (breathing rapidly) ... it's you.  I saw you in my 
dream.  I ... 

(HELENA'S face looses its smugness and she stares at the teenager in front of 
her warily.)

(DINAH steps forward.)

DINAH LANCE:  (in awe)  You're really real.

HELENA KYLE (HUNTRESS):  (unimpressed)  Kid, you should go home.

(HELENA turns to leave.)

DINAH LANCE:  Wait --where can I find you?

(Not wanting to let her go, DINAH grabs HELENA'S wrist and is instantly 
transported into another VISION.)

(Quick flash to DINAH'S VISION:  The Clocktower.  The camera zooms in to clock 
face.  The hand pressing against the wall where it glows.  The wall opens to 
reveal a secret elevator door.)

(HELENA looking down.  A security keypad in the elevator and a finger pressing 
the buttons in a particular sequence to get inside.)

(End of flashback.  Resume to present.)

(HELENA looks at DINAH strangely.)

HELENA KYLE (HUNTRESS)  It's late.  There's a shelter on Durbin, a few blocks 
south.  You should get off the streets.

(HELENA turns to leave.  DINAH steps forward to stop her.)

DINAH LANCE:  No, wait!

(HELENA ignores her and uses her meta-abilities to jump to the second floor fire 
escape of the nearest building.  HELENA pauses and looks back down at DINAH.)

(DINAH watches in amazement.  HELENA turns and "jumps" to the rooftop of the 
building across the alleyway ... and disappears out of her sight.)

(DINAH stands in the alleyway staring up at the rooftop where HELENA 
disappeared.  Beyond that, she sees and recognizes the CLOCKTOWER from her 
vision.)

(DINAH smiles.)

FADE TO BLACK.



FADE IN.

[EXT. THE CLOCKTOWER (STOCK) - NIGHT]



[INT. THE CLOCKTOWER - NIGHT]

(By the green glow of the computer monitor, BARBARA GORDON works at the 
computer.  In the background, HELENA KYLE searches the kitchen cupboards for 
something to eat.)

HELENA KYLE:  I'm telling you, the word on the street are that these deaths are 
your garden-variety "goodbye, cruel world."  Is there anything to eat in here?

BARBARA GORDON:  It's almost as if they were running from something.

(HELENA shuts the refrigerator door.)

HELENA KYLE:  There's never any food in this place.  A gazillion dollars' worth 
of computer equipment and not one jar of peanut butter.

(She moves to the cabinet and picks up a jar and starts reading its label.)

BARBARA GORDON:  This doesn't make any sense.  I mean, if I were gonna kill 
myself --

HELENA KYLE:  You wouldn't.  

(For some reason, this catches BARBARA'S attention.)

BARBARA GORDON:  What?

(HELENA puts the jar aside and picks up a box of crackers.)

HELENA KYLE:  Kill yourself -- you wouldn't.

(She sticks her hand in the box and pulls out some cracker crumbs.  She shows 
them to BARBARA.)

HELENA KYLE:  Do you know how old these are?

(HELENA lifts the cracker crumbs to her nose and smells them.)

BARBARA GORDON:  Wait -- what do you mean, I wouldn't kill myself?

HELENA KYLE:  It's just not your nature.

(HELENA puts the box of crackers back in the cabinet.)

BARBARA GORDON:  I resent that.  

(HELENA has BARBARA'S complete attention now.  BARBARA turns her wheelchair 
around and moves toward the kitchen.)

BARBARA GORDON:  I'm as broody and romantically self-destructive as the next 
girl.

(HELENA turns to look at BARBARA.)

HELENA KYLE:  Yeah, in a "let's go get the bad guys, let nothing stand in the 
path of the mission" sort of way.  You know, I'm the one that does all the night 
sweeps.  I'm the one that does all the fieldwork.  I'm the one with bruises in 
really embarrassing places.  Would it kill you to go to the grocery store every 
once in a while?

BARBARA GORDON:  What is this obsession with food?

HELENA KYLE:  You try fighting the force of evil when your blood sugar's low.

(The alarm blares.  They both spring into action.)

BARBARA GORDON:  Perimeter breach!  

(BARBARA moves her wheelchair back so she can see the monitor.)

BARBARA GORDON:  Inside, near the elevator, sector two.  I can't get a good 
visual.

(HELENA moves to look at the monitor.)

HELENA KYLE:  I'm on it.

(HELENA leaves.)

(BARBARA continues to stare at the monitor.)

(Camera cuts to the monitor view where we see what appears to be the backside of 
a woman in jeans.  The entire camera visual is cast in a green light.)


CUT TO:



[INT. CLOCKTOWER -- HALLWAY - NIGHT - CONTINUOUS]

(Camera focused on the floor, the shadow of a woman appears to be moving 
forward.  Hiding in the shadows around the corner is HELENA.  As the figure 
approaches, HELENA steps forward and elbows the intruder in her face.  The 
figure falls to the floor with a thud.  HELENA glances down at the figure.)

CUT TO:



[INT. CLOCKTOWER - NIGHT-CONTINUOUS]

(Camera opens on a close up of DINAH LANCE who is lying down, unconscious.)

HELENA KYLE: (o.s.)  What are we gonna do with her?

BARBARA GORDON:  (o.s.)  She knows how to get in.  What if she knows who we are?

(Standing above and looking down at DINAH on the couch are BARBARA and HELENA.)

HELENA KYLE:  We could kill her.

(HELENA chuckles.  BARBARA turns to look at her.)

BARBARA GORDON:  Look, we're the good guys.  We don't kill innocent people.  We 
don't kill anyone.

HELENA KYLE:  Speak for yourself.

BARBARA GORDON:  How did she find us?  She must have followed you.

(With her eyes still closed, DINAH puts a hand to her temple.)

HELENA KYLE:  Nobody follows me.

(DINAH'S eyes open.)

BARBARA GORDON:  Well, she's here. I mean, this place is supposed to be a secret 
-- that's the whole point of a "secret lair".

DINAH LANCE:  (groans)  It's not her fault.  

(DINAH slowly sits up.)

DINAH LANCE:  I followed her.  She didn't know.

(DINAH finally gets a good look at BARBARA and recognizes her instantly.)

(Quick flashback to:  THE JOKER raises his gun.  Cut to:  BARBARA GORDON.  THE 
JOKER fires.  DINAH lunges forward, awake from her dream.  End of flashback.  
Resume to present.)

DINAH LANCE:  (smiles)  It's you.  I should have known you two would be 
together.

(Both HELENA and BARBARA stare at DINAH expectantly.)

BARBARA GORDON:  How did you get in here?

DINAH LANCE:  (sighs)  Look ... sometimes ... when I touch people, I see things 
-- things that, um, that only they know -- and sometimes when I dream things ... 
they come true.

(DINAH looks at them.  HELENA and BARBARA look knowingly at each other.)

CUT TO:



[INT. CLOCKTOWER -- NIGHT (SHORT TIME LATER)]

(Strapped in a machine, DINAH is having her brain scanned by one of BARBARA 
GORDON'S gazillion dollar machines.   As the light passes in front of her, a 
multi-colored image of DINAH'S brain appears in a visual on the glass around 
her.)

DINAH LANCE:  So, um, what does this thing do exactly?

(BARBARA is sitting at the keyboard operating the machine.)

BARBARA GORDON:  This machine will tell me if there's any biological evidence of 
the abilities you say you have -- in other words, if you're meta-human.

DINAH LANCE:  Meta what?

BARBARA GORDON:  In most people, less than five percent of their neural cells 
are active.  Your cerebral-cortex activity is ...

(The computer beeps.  BARBARA looks at the results and pauses.)

BARBARA GORDON:  ... Over fifty percent.

DINAH LANCE:  So it's true --I'm officially a Freak.

HELENA KYLE:  (listening and taking exception)  Hey, watch it with the "F" word.

BARBARA GORDON:  There are people in the world, Dinah -- a lot of people -- with 
abilities beyond what we think of as human.  

(BARBARA wheels over to the machine to let DINAH out of it.)

BARBARA GORDON:  Um, not too many humans have the same gifts.  Don't ask me 
where the powers come from. No one knows.  Natural mutations, biological 
experiments --

HELENA KYLE:  There's been some weird stuff from meteor showers.

BARBARA GORDON:  The point is, you're one of a long line of people who had to 
hide what they are.

DINAH LANCE:  So, I'm like you?

BARBARA GORDON:  Uh, like Helena, technically.  I'm not meta-human.

DINAH LANCE:  But you're both heroes and you save people.

(DINAH stands up and gets out of the chair.)

BARBARA GORDON:  (reluctantly)  Right.

(She turns around to look at them.)

DINAH LANCE:  I want to join!

HELENA KYLE:  What?

BARBARA GORDON:  No.

(HELENA looks up and laughs.)

DINAH LANCE:  Why not?

HELENA KYLE:  Sorry, we don't have an opening for "junior supergirl."

BARBARA GORDON:  You can't stay here.  You have to go home.

(She looks down.)

DINAH LANCE:  Do you honestly think I'd get on a bus and come to a city where I 
didn't know a soul, with no money and no job, if I had a place to go back to?

(She sighs and shakes her head.)

DINAH LANCE:  I mean, I came to New Gotham looking for something, and I didn't 
even know what it was, but now I do.

HELENA KYLE:  (to BARBARA)  Can I talk to you ... now?

(BARBARA glances back at DINAH and moves her wheelchair toward HELENA.  DINAH 
stays where she stands.)

(HELENA and BARBARA move off to the side.)

HELENA KYLE:  You can't seriously be considering this.

BARBARA GORDON:  A few hundred years ago, a girl like that would have been 
burned at the stake.

HELENA KYLE:  Yeah, she's freaking me out right now.

BARBARA GORDON:  It's just one night.  One.

(HELENA hits the elevator door button.  The elevator door opens.)

BARBARA GORDON:  I remember another girl with no place to go who fell asleep on 
that couch.

HELENA KYLE:  (slightly upset by the parallel)  I gotta go.

(HELENA turns and walks into the elevator.)

BARBARA GORDON:  Helena, wait.

(HELENA turns around, leans against the far elevator wall and looks at BARBARA.  
The elevator door closes.)

DISSOLVE TO:



[EXT. NEW GOTHAM CITY (STOCK) - MORNING]

(Camera lingers above on the clock tower.)



[INT. THE CLOCKTOWER - MORNING]

(ALFRED PENNYWORTH walks into the room carrying a stack of clothes in his arms.  
As he stands in front of her, his shadow passes over DINAH LANCE who is sleeping 
on the couch.  She slowly wakes up and opens her eyes.  She looks at him.)

ALFRED PENNYWORTH:  Good morning, miss.  Alfred Pennyworth.  How do you do?  

(He puts the cup down.  He glances down at the clothes in his arms.)  

ALFRED PENNYWORTH:  I've brought you an assortment of clothes in your size.  I 
trust you will find them adequate.

(ALFRED puts the clothes down.)

DINAH LANCE:  Thank you.

ALFRED PENNYWORTH:  (smiles)  Perhaps a shower and change?

DINAH LANCE:  (grimaces)  Sure.

(DINAH gets up off of the couch and heads to the bathroom.  ALFRED picks up the 
tray and walks to BARBARA GORDON.)

ALFRED PENNYWORTH:  (to DINAH)  How do you prefer your eggs?

DINAH LANCE:  Um ... scrambled.

(BARBARA is up and sitting behind the computers.  ALFRED walks up to her and 
puts the tray down next to her.)

ALFRED PENNYWORTH:  I've restocked the refrigerator in your apartment.  It was 
rather alarmingly empty.

BARBARA GORDON:  So I hear. Thanks, Alfred.  You're a lifesaver.

ALFRED PENNYWORTH:  No bother at all.  

(He picks up a tea cup, saucer and tea pot and walks around BARBARA.)

ALFRED PENNYWORTH:  There's little enough to keep me busy at the manor.  I keep 
hoping that Miss Helena will change her mind and come live there.  

(He pours her the tea and gives her the cup.  She takes a sip.)

ALFRED PENNYWORTH:  After all, technically it is her birthright.

BARBARA GORDON:  She's not going to accept anything connected with Wayne money.  
I mean, I'm lucky she can handle the trust paying for the equipment in here.

(BARBARA moves to another portion of the computer set-up.)

ALFRED PENNYWORTH:  This time of year is always difficult.

BARBARA GORDON:  Oh, I don't know what to do.  She just won't let me in.

ALFRED PENNYWORTH:  I meant for both of you.

BARBARA GORDON:  Me?  (scoffs)  Don't be ridiculous.  I'm -- I'm fine.

ALFRED PENNYWORTH:  Dinah is a very gifted girl, if I'm not mistaken.  Quite 
interesting.

(She knows the tone of that voice.  She turns to look at ALFRED.)

BARBARA GORDON:  It's temporary.

(ALFRED doesn't say anything.  He just gives her the look.  BARBARA knows that 
look, too.)

BARBARA GORDON:  You're being superior again.

ALFRED PENNYWORTH:  Oh, perish the thought.

BARBARA GORDON:  I mean, Helena's right --she can't stay with us.  This is no 
place for a kid.

(DINAH walks up to the computer area looking at the visuals of the MAN IN THE 
SUIT who died just outside the bus terminal.)

DINAH LANCE:  Are you investigating this?  Because I was there when he died, and 
it wasn't a suicide.

(DINAH looks at BARBARA then turns to look up at the monitor which shows the 
newspaper clipping that reads:  LOCAL BUSINESSMAN KILLED IN BUS ACCIDENT.)

(ALFRED looks up, then shares a look with BARBARA.)

FADE TO BLACK.



FADE IN.

[EXT. OFFICE DOOR - DAY]

(Camera focuses on the door of DR. HARLEEN QUINZEL, DOCTOR OF PSYCHIATRY.)

HELENA KYLE:  (v.o.)  After my mother died ...

CUT TO:



[INT. DR. QUINZEL'S OFFICE - DAY - CONTINUOUS]

(HELENA is inside the office having a session.)

HELENA KYLE:  ... I found out more than just my father's identity.  I discovered 
he had a whole other life.

DR. HARLEEN QUINZEL:  You mean another family?

HELENA KYLE:  More like a really aggressive hobby.

(DR. HARLEEN QUINZEL nods but remains silent.)

HELENA KYLE:   I blamed him for what happened to my mother.  And if Barbara 
hadn't taken me in -

DR. HARLEEN QUINZEL:  (interrupting)  Why did she do that?

HELENA KYLE:  (shrugs)  I've known her since I was a kid.  (leans back in her 
seat)  She was just trying to help.

DR. HARLEEN QUINZEL:  So, this "Barbara" takes in a rebellious, hell-bent 
seventeen year old because ... she's either a Saint or a closet Masochist.  I 
think she might be the one who needs the therapy.

HELENA KYLE:  (chuckles)  I didn't think shrinks were supposed to make jokes.

DR. HARLEEN QUINZEL:  Now, you say this Barbara "rescued" you.  Did she do that 
for you ... or for herself?

(DR. QUINZEL makes HELENA think about it.)

CUT TO:



[INT. CLOCKTOWER - DAY]

(The door opens.  DINAH and BARBARA enter the room.)

DINAH LANCE:  I couldn't tell the cops what I really saw -- that he was 
terrified of these imaginary rats.

BARBARA GORDON:  Well, maybe it was.  I mean, it sounds like a tailor-made 
illusion taken directly from the victim's subconscious.  What he feared most 
came after him.

DINAH LANCE:  Yeah, but what could make him see something that wasn't even 
there?

BARBARA GORDON:  W-Well ... a meta-human could.

(BARBARA starts working on the computers in front of her.)

BARBARA GORDON:  But there are no meta-human criminals in my database with that 
ability.  (sighs)  Damn.

DINAH LANCE:  He said something about a --a Phoenix.

BARBARA GORDON:  Fiery tail, rising from the ashes -- that kind of Phoenix?

DINAH LANCE:  Yeah.  I know they're not real.  (DINAH hesitates, unsure.)  
Phoenixes ... aren't ... real, are they?

BARBARA GORDON:  Uh...not that I know of.

DINAH LANCE:  (nods)  Okay. Just checking.  Um, he said we wouldn't know what 
Phoenix was for.

BARBARA GORDON:  Like it wasn't an animal at all.

(BARBARA wheels her chair backward.)

BARBARA GORDON:  I wonder ... 

(She turns to another computer.)

BARBARA GORDON:  Let's see ...

(She types something in and the monitor shows the following results:

[LETTER HEAD]  PHOENIX INDUSTRIES, INC.
[TITLE]  PHOENIX INDUSTRIES BEGINS DEVELOPMENT IN NEW GOTHAM

BARBARA GORDON:  Phoenix Industries was formed in New Gotham a few months ago.  
It looks like some kind of dummy corporation for real estate purchasing.  

(She hits the keyboard and the monitor changes to shows a newspaper clipping 
with the following headline:  NEW GOTHAM DOCKYARDS TO BE RESURRECTED.)

BARBARA GORDON:  The old dockyards.  They bought every parcel. All of it.

DINAH LANCE:  And that's bad because ... 

BARBARA GORDON:  But, it isn't, necessarily.  You buy the land cheap, then 
rebuild, and you can make a fortune ... (realizes something else) ... or ... get 
complete access to the infrastructure of New Gotham -- the sewers, the shipping 
lines, anything coming in and out of the city.

DINAH LANCE:  And you're not banking on the sunnier motivation, are you?

BARBARA GORDON:  Let's just trace the tax filings to the actual owners.

(BARBARA starts working on the computer to get the answers.)

BARBARA GORDON:  Come on.  Come to mama.  

(As she works, four pictures appear on the monitor.)

BARBARA GORDON:  A four-man consortium owns Phoenix ... and of the four owners, 
...

(The monitor changes and two pictures remain, the other two are pictures of 
newspaper clippings with the following headlines:  MAN FALLS MORE THAN TEN 
STORIES TO HIS DEATH; and LOCAL BUSINESSMAN KILLED IN BUS ACCIDENT.  Two very 
familiar headlines.)

BARBARA GORDON: ... two are dead.  (disbelieving)  Suicides.

CUT TO:



[EXT. BUILDINGS - NIGHT]

(High above a helicopter whirls.)

CUT TO:



[CLOSE UP:  BAT-SHAPED EARRING]

HELENA KYLE:  (o.s.)  There are two potential victims left.  Why are you so sure 
I should protect this guy first?

INTERCUT WITH:

[INT. CLOCKTOWER - MAIN COMPUTER ROOM - NIGHT]

BARBARA GORDON:  The other guy's out of town and not coming back until late 
tonight.  Our assassin's only killed in New Gotham so far.

CUT TO:



[INT. APARTMENT - NIGHT - CONTINUOUS]

(HELENA pushes the curtains aside and steps into the darkened room.)

BARBARA GORDON:  (from mic)  Are you in yet?

[CLOSE UP:  HUNTRESS' LEFT EYE]

(THE HUNTRESS' pupils contract and change into convexo-convex shaped disks; her 
eyes change from brown to blue.)

(Now that her abilities have been tapped, HELENA can see perfectly in the dark.)

[HELENA'S POV]

(The various items and furniture in the apartment are seen through a special 
night vision where it's blue and green.  She looks around.  Her eyes change 
back.)

HELENA KYLE:  Of course.  Are you sure he's here?

BARBARA GORDON:  Uh, he ordered pizza on his credit card 40 minutes ago.

(On the table is an open box of pizza with some pieces missing.  HELENA touches 
the pizza to check.)

HELENA KYLE:  Once again, big sister is watching.

(HELENA looks around.  Music plays.  She turns the music off.  Outside the 
helicopter continues to whir.  HELENA looks around the apartment.)

(The light from the helicopter outside casts inside the apartment.  Behind 
HELENA, we see the shadow of a man's legs dangling from the ceiling.)

(HELENA turns around and sees the body.  She gasps.)

HELENA KYLE:  Okay ... he's here.

(HELENA steps forward.)

BARBARA GORDON:  Huntress.  There's something coming through on the police 
scanners.  You've got to get out of there.

(Off to the side of her in the doorway of the room, someone steps into view and 
shines a very powerful flashlight on her.  HELENA turns to look.)

DET. JESSE REESE:  Freeze!  Don't move.  Detective Reese, Gotham P.D.  

(HELENA holds out her hands in mock surrender.)

DET. JESSE REESE:  You're not going anywhere.

SHORT TIME CUT TO:



[INT. APARTMENT - NIGHT - CONTINUOUS]

(DET. JESSE REESE handcuffs HELENA to the bronze statue.)

HELENA KYLE:  Okay, I really don't have time for this.

DET JESSE REESE:  You're in the middle of a crime scene, lady.  You'll make 
time.  

HELENA KYLE:  You can see it's a suicide.

DET. JESSE REESE:  Yeah.  There seem to be a lot of those going around lately, 
huh?  You know, my colleagues --they think I'm crazy.  But I'm beginning to 
wonder if somebody isn't giving these vics a little push.

HELENA KYLE:  (to ORACLE)  You'd like this guy.  He's got your paranoid turn of 
mind.

DET. JESSE REESE:  Excuse me?  What was that?

HELENA KYLE:  I didn't say anything.

BARBARA GORDON:  (v.o.)  Neighbors reported sounds of a fight.  He must have 
been in the area to have gotten there so fast.  You have a few minutes before 
the black-and-whites show up.  Just get out of there.

(As HELENA listens to BARBARA on her earphone, DET. JESSE REESE looks around.)

DET. JESSE REESE:  So you know this man?

HELENA KYLE:  He was dead when I got here.

DET JESSE REESE:  Really?  (She shrugs.)  Oh, so then the best you can say for 
yourself is you were, uh, robbing a dead guy?

HELENA KYLE:  You're a detective --detect.  What was I gonna do -- strap a few 
paintings on my back, take the elevator?  I don't have the gear for a heist, and 
I don't have any weapons.  What did I do -- come in here and chat him into 
hanging himself?

DET. JESSE REESE:  Even if I were to believe you, you still haven't answered my 
question.  What are you doing here?

HELENA KYLE:  Same thing you are --just trying to save someone.  Guess we were 
both a little too late.  

HELENA KYLE:  We're on the same side, Reese.

BARBARA GORDON (ORACLE):  (from earphone)  (protesting)  Now wait just a minute.

HELENA KYLE:  (to ORACLE)  I know what I'm doing.  Back off.


(Puzzled by her side of the conversation, JESSE turns to look at HELENA.)

DET. JESSE REESE:  Do you ... hear voices or something?


HELENA KYLE:  You have no idea.  Someone dropped the Hermez shooter off at the 
precinct doorstep last week, right?  And the Dorsett kidnapper?  I practically 
gift-wrapped that one for you.

(Alarmed, JESSE raises his gun at HELENA and cocks it.  He walks toward her 
intently.)

DET. JESSE REESE:  (coldly)  Who are you?

(HELENA turns her handcuffed wrist over.)

HELENA KYLE:  (calmly)  I'm not your enemy.

DET. JESSE REESE:  You're a friend?

HELENA KYLE:  I didn't say that.

(Faster than he can react, HELENA snap-kicks the gun out of JESSE'S hand.  He 
turns to get it.  She tosses something to him.  He catches it.  When he looks 
back at her, she's gone.  He turns around and finds her standing in front of the 
open window across the room from the bronze statue.)

HELENA KYLE:  I hate locks.

DET. JESSE REESE:  So you save people?

HELENA KYLE:  On good days.

DET. JESSE REESE:  Why don't you carry any weapons?

HELENA KYLE:  (smugly)  I am the weapon.

(She winks at him, turns and walks out onto the balcony.  JESSE starts to run 
toward her.  HELENA spreads her arms and jumps off the balcony in a beautiful 
swan dive.)

(The camera follows her.  We see her do the impossible and fall gracefully down 
to the rooftop of the next building over.  JESSE reaches the edge of the balcony 
just in time to see HELENA run across the rooftop, jump and land on the rooftop 
of the building next to that.)

(He stands there in amazement as he watches her.  He glances down at the 
handcuffs in his hand.  The ones he used on HELENA and the ones that she tossed 
to him.)

(JESSE shakes his head.)

FADE TO BLACK.



FADE IN.

[EXT. NEW GOTHAM CITY (STOCK) - NIGHT]



[INT. CLOCKTOWER - NIGHT]

(The clock gears move.  BARBARA GORDON sits in front of her computer monitors.  
The door opens and HELENA walks in.)

BARBARA GORDON:  I can't believe you told him all that.

(She closes the door behind her.)

HELENA KYLE:  (amused)  He chained me to a second-century Greek bronze.  Kind of 
classy.

(She makes her way toward the kitchen.)

BARBARA GORDON:  If you would just listen to me and wear a mask.

HELENA KYLE:  You want me to dress like my parents.  Bring a crime fighter 
doesn't meant that I have to be a fashion casualty.

BARBARA GORDON:  There's nothing wrong with wearing a costume.

HELENA KYLE:  Hey, can we say conspicuous?

BARBARA GORDON:  Oh, and that outfit's low-key?

HELENA KYLE:  It's trendy.  I can go clubbing in it. No, but that would involve 
having a life.

(HELENA opens the cabinet door in the kitchen.)

BARBARA GORDON:  We have a life.

HELENA KYLE:  No, we have a job ... and maybe that's enough for you.  It's what 
you wanted.  You sought him out, convinced him to train you.  You chose your 
mentor.

HELENA KYLE:  I don't even know if I want to be in the family business.

BARBARA GORDON:  It's not the mob, Helena.

HELENA KYLE:  (retorts)  No, they get to kill people.

BARBARA GORDON:  You think this place ... this chair ... this life is what I 
wanted?

(HELENA turns and looks away.)

BARBARA GORDON:  You can leave if you want ... for a day ... week, year maybe.  
But you'll be back.  Because this is where you belong, this is where we both 
belong.

DINAH LANCE:  I, uh, got the stuff you wanted from the armory.

(DINAH lifts up the case in her hands.)

BARBARA GORDON:  Thank you, Dinah.  Now, we have one target left and it's a safe 
bet that he doesn't have much time, so lets take care of this business.

HELENA KYLE:  Fine.

BARBARA GORDON:  Fine.

DINAH LANCE:  Okay.

(DINAH puts her case down.  They all gather around the computers.)

BARBARA GORDON:  There's a ticking clock on our last victim -- Larry Ketterly.

(BARBARA and HELENA discuss the case.  Behind them, DINAH walks slowly and 
hesitantly into view.  She listens in on them.)

HELENA KYLE:  The businessman?  I know him. 

BARBARA GORDON:  Yeah, well, he's back in town.  We can only guard him for so 
long.  We need to find out who the assassin is and stop him for good.

HELENA KYLE:  Which means check the dockyards.  It's the only lead we have.

DINAH LANCE:  (suggests)  I can go to the dockyards.

(BARBARA and HELENA both ignore her and continue to discuss the case as if she 
weren't there.)

BARBARA GORDON:  You can't be in two places at once.

HELENA KYLE:  Okay, so you take the dockyards, and I'll guard Ketterly.

DINAH LANCE:  (tries again)  I could go to the dockyards.

(Again, they ignore her.)

BARBARA GORDON:  I don't like you in the field without backup.

HELENA KYLE:  You mean without looking over my shoulder?

DINAH LANCE:  (shouts)  Let me go to the damn dockyards!!

(Finally, HELENA and BARBARA turn to look at DINAH.  DINAH shrugs and smiles at 
them embarrassed; then, she tucks a lock of hair innocently behind her ear.)

CUT TO:



[EXT. DOCKYARDS - NIGHT]

(DINAH walks along the dark dockyards.  She's looking gruffly at the glasses in 
her hands.)

DINAH LANCE:  (to the mic)  So, uh, why don't I get cool jewelry like Huntress?

INTERCUT WITH:

[INT. CLOCKTOWER - COMPUTER AREA - NIGHT]

BARBARA GORDON:  (to mic)  Because the cool jewelry costs more than a new car.

(DINAH puts the glasses on.)

DINAH LANCE:  Like, Buick-new or Mercedes?

BARBARA GORDON:  Ferrari.

DINAH LANCE:  Oh.

(She chuckles and awkwardly fingers the glasses on her face, unused to the 
feel.)

BARBARA GORDON:  And it doesn't transmit 3-D images in infrared.

(The glasses turn "on" and a neon green glow comes from the power inside the 
glasses.  A red laser beam light emits from the right lens out in front of DINAH 
to "read" what she's seeing.)

(Cut to:  The computer imagery POV shines neon green in the glasses.  Objects in 
front of DINAH glow a neon green.  A navigational compass and other stats line 
the right and left sides.  On the bottom of the visual is a 2-D map-like layout 
of the area.)

(Cut to:  BARBARA backs up her wheelchair into the center of her equipment.)

BARBARA GORDON:  Can we get started now?

(The lights darken and a wall of green light rises up from the ground and 
surrounds BARBARA in what appears to be a 360 degree 3-D grid that places 
BARBARA at the center of what DINAH sees in front of her.)

(Cut back to DINAH.)

DINAH LANCE:  (sighs)  Yeah, let's go.

(DINAH steps forward toward the dockyards.)

CUT TO:



[EXT. KETTERLY RESIDENCE - NIGHT]

(Outside the KETTERLY residence, HUNTRESS jumps over the fence and lands inside 
the grounds.  She makes her way to the house, her back against the wall.)

(She glances into the window and sees LARRY KETTERLY inside his study at his 
desk going through some papers.  She pulls back against the wall.)

HELENA KYLE:  (to mic)  Oracle, do you copy?

INTERCUT WITH:

[INT. CLOCKTOWER:  BARBARA]

BARBARA GORDON:  (to mic)  Yeah, I'm here.

HELENA KYLE:  (to mic)  I'm at the house.  He's home alone.

(HELENA glances back in through the window.)

CUT TO:



[EXT. DOCKYARDS - NIGHT - CONTINUOUS]

(DINAH slowly walks through the old dockyards, looking around as she goes.)

DINAH LANCE:  (to mic)  Are you getting all this?

BARBARA GORDON:  (from mic)  Yeah.

(Cut to:  3-D GLASSES POV)

DINAH LANCE:  (o.s.)  Doesn't look like anyone's been here in years.

(Cut to:  BARBARA)

BARBARA GORDON:  No, not since ... not for a very long time.

(DINAH slowly moves forward.  She looks around at the buildings.)

BARBARA GORDON:  Wait ... over there.  Check in there.

(DINAH heads for the cobwebbed doorway.)

DINAH LANCE:  Okay ... 

(DINAH uses her hands and opens the door, pushing the cobwebs aside.)

DINAH LANCE:  That's gross.

(She walks inside.)

CUT TO:



[EXT. KETTERLY HOME - NIGHT - CONTINUOUS]

(HELENA moves to another window and glances in through the window to look for 
LARRY KETTERLY.  He's not there anymore.)

HELENA KYLE:  I've lost visual.

BARBARA GORDON:  (from mic)  Well, find him.  We don't know how the assassin 
gets to his victims.  He could be in the house already.

(HELENA moves forward toward the nearest door.)

(Cut to:  A doorknob reflection of HELENA reaching out to grab it.  The door 
suddenly jerks open.  LARRY KETTERLY holding a baseball bat towers over HELENA.  
He steps forward.)

LARRY KETTERLY:  Who the hell are you?!  

(He gets a good look at her and recognizes her.)

LARRY KETTERLY:  Helena?

(HELENA smiles sheepishly back at him.  She waves at him.)

HELENA KYLE:  Hi, Mr. Ketterly.

(LARRY KETTERLY groans and lowers his bat.  HELENA stands up slowly, suddenly 
conscious of the revealing clothes she's wearing and grabs at her neckline.)

CUT TO:



[INT. KETTERLY HOME - LIBRARY - NIGHT]

(LARRY KETTERLY holds a silver teapot in his hand.)

LARRY KETTERLY:  Now, what exactly were you doing skulking around in my bushes?

(She smiles and replies innocently.)

HELENA KYLE:  Just wanted to drop by.

LARRY KETTERLY:  Lovely outfit.

HELNA KYLE:  Thank you.  I'm going dancing later.

(He smiles and shakes his head.  He turns back to pouring the tea.)

LARRY KETTERLY:  (under his breath)  Little Helena Kyle ... 

CUT TO:



[EXT. DOCKYARDS - NIGHT - CONTINUOUS]

(DINAH makes her way through the building.)

DINAH LANCE:  So, um...what exactly am I looking for?

BARBARA GORDON:  I'll know it when you see it.

(DINAH nods.  She steps forward and falls through the rotten floorboards and 
down to the level below.  She screams and lands in a heap among the dust and 
rubble.)

INTERCUT WITH:

BARBARA GORDON:  Dinah?!  Dinah, do you copy?

DINAH LANCE:  Oh, yeah. I'm fine.

(DINAH dusts herself off and gets to her feet slowly.  She takes out a 
flashlight and looks down the corridor in front of her.)

(BARBARA sighs.)

BARBARA GORDON:  All right, go down that tunnel.  Over to your right.  That one.

DINAH LANCE:  I don't understand.  None of this is on the map.

(DINAH stops moving as something occurs to her.)

DINAH LANCE:  (quietly)  You've been here before, haven't you?

BARBARA GORDON:  It was a long time ago.  Another life.  

(Quick flashback to:  The light of a swinging ceiling lamp shines down from the 
exact same hallway that DINAH is walking.  Out into the hallway steps BATGIRL.)

BARBARA GORDON:  (v.o.)  Before I was ever Oracle, I had another name, another 
identity ... another self.  

(BATGIRL slowly walks through the hallway.)

BARBARA GORDON:  (v.o.)  I used to work with a man -- Helena's father.  

(In the hallway, thugs appear and they begin to fight with BATGIRL.)

BARBARA GORDON:  (v.o.)  (proudly)  He was Gotham's Greatest Champion ... and 
most people never even knew he existed.  The last time I ever fought at his side 
... was in this place.  

(One by one, the THUGS fall till the hallway is cleared.  As they fall, their 
bodies disappear from view.  BATGIRL walks through the hallway unhindered.)

(Flash to:  BATGIRL walks into the main room.  It's burning, flames crawling up 
the wall, smoke filling the air.)

BARBARA GORDON:  (v.o.)  We'd cornered the worst criminal Gotham had ever known, 
...

(In the center of the room is THE JOKER.  Standing there, waiting for her.)

BARBARA GORDON:  (v.o.)  ... smashed his organization, and hunted him down.  

(BATGIRL lunges forward.  Before she even reaches him, he extends out his hand, 
palm forward and a bolt of electricity fires from the device in his palm, 
striking BATGIRL in the center of her chest and sending her backward against the 
wooden beam behind her.  She hits it with a thud and falls down to the ground, 
stunned.)

(In the background, we see BATMAN rush into the room.)

BARBARA GORDON:  (v.o.)  I know Batman could have killed the Joker ... 

(As she watches, BATMAN jumps over the desk and tackles THE JOKER to the 
ground.)

BARBARA GORDON:  (v.o.)  ... but he didn't.  

(As the two fall to the floor, the wooden ceiling beams, consumed by the fire, 
collapse.)

BARBARA GORDON:  (v.o.)  And his honor had a price.  


(BATGIRL sits there and looks through the flames, trying to get a glimpse of 
BATMAN or THE JOKER.  The flames rise in front of her.)

BARBARA GORDON:  (v.o.)  The Joker got away from the police, if only for a few 
hours ...  just long enough to send a man to kill Helena's mother ... and to 
come for me himself.

(End of flashback.  Resume to present.)

(DINAH takes off the glasses.)

DINAH LANCE:  Why?

BARBARA GORDON:  I think The Joker wanted to drive Batman mad ... (voice 
quavering) ... and maybe he did a little ... because a few months later he left 
-- left New Gotham ... his work ... everything.  

(Tears fall down her cheeks.)

BARBARA GORDON:  (quietly)  Even the daughter he never knew he had.

(DINAH is still looking around the place.  In front of her, she comes across a 
desk free of dust and fresh businesses supplies on top of it.  In the center of 
the desk is a newspaper clippings.)

DINAH LANCE:  Barbara ... someone's been here.  

(Three newspaper clippings with the following headlines.  The first:  LOCAL 
BUSINESSMAN KILLED IN BUS ACCIDENT; the second:  MAN FALLS MORE THAN TEN STORIES 
TO HIS DEATH; and the third:  PROMINENT ATTORNEY HANGS HIMSELF.  Each of the 
large photos of the men in the clippings is circled in red with a large "X" 
crossing them out.)

(Finally, DINAH picks up a framed picture and looks at it.  She sighs and shakes 
her head.)

DINAH LANCE:  Okay ... this is beyond weird.

(Camera close up of the framed photo of LAARRY KETTERLY and his family.)

BARBARA GORDON: (v.o.)  Oh, my god.  It's Ketterly.

CAMERA PULLS BACK:



[INT. LARRY KETTERLY'S RESIDENCE - LIBRARY -- NIGHT - CONTINUOUS]

(The camera pulls back and we see that the framed photograph is a large family 
portrait hanging on the library wall of KETTERLY'S home.)

LARRY KETTERLY:  (o.s.)  You really want to know what's under those dockyards, 
Helena?  

(The camera pulls back and falls on KETTERLY.  He's speaking by the flickering 
light of the candle flames.  He walks slowly toward HELENA.)

LARRY KETTERLY:  A piece of Gotham's past.  A part of our history.  We lost a 
great leader, but from the ashes where he fell, we're going to rise again.  
We're going to build an empire that will make the world tremble.  

(HELENA doesn't say anything.  In fact, she's not reacting at all.)

LARRY KETTERLY:  Or something like that.  I was always a little fuzzy on the 
details.  I'm more of a "big picture" kind of guy.  But enough about me and my 
little plans.  It's time to tell me, Helena -- what are you afraid of?

(Cut to:  TOP VIEW of the tea cup and the liquid inside.  HELENA lets go of the 
tea cup and it falls to the floor, smashing into pieces upon impact, the 
remaining liquid splatters.)

FADE TO BLACK.



FADE IN.

[CLOSE UP:  HELENA'S LEFT EYE]

(Her eye opens and she blinks.  LARRY KETTERLY is reflected in her eye.)

BARBARA GORDON:  (distorted)  He-le-na!  

CUT TO:



[EXT. STREET - NIGHT]

(A large SUV zooms along the street.  A black cat sitting on the curb watches it 
pass by.)

(Inside the car, BARBARA GORDON makes her way to the KETTERLY residence to help 
HELENA.)

BARBARA GORDON:  (to DINAH)  She's not answering.  Just get there as fast as you 
can.

DINAH LANCE:  (from radio)  I'm on the way.

BARBARA GORDON:  Helena, listen to me - 

INTERCUT WITH:

[HELENA'S EYE]

BARBARA GORDON:  (distorted)  ... concentrate on my voice ... voice and it may 
interfere with whatever auditory-neural connection he's using.

CUT TO:



[INT. LARRY KETTERLY RESIDENCE - NIGHT - CONTINUOUS]

LARRY KETTERLY:  (distorted)  I'm surprised at you, Helena.  

(LARRY KETTERLY sits directly in front of HELENA, his figure blurry.  As he 
leans forward toward her, he becomes clearer, both in sight and sound.)

LARRY KETTERLY:  It doesn't usually take people this long to open up to me.  You 
have an exceptionally strong mind.  But we have time.  Helena, I know you want 
to tell me.  Go ahead.  Let it out.

(After a moment, as if she can't help herself, HELENA confesses.)

HELENA KYLE:  She died.  I lost her.  

(KETTERLY opens a wooden box.  Inside is a large, extremely sharp knife.)

HELENA KYLE:  I lose everyone.

(KETTERLY picks up the knife.)

LARRY KETTERLY:  To love someone and to lose them ... right in front of you ...

CUT TO:



[EXT. KETTERLY RESIDENCE - NIGHT - CONTINUOUS]

(DINAH reaches the front door.  She tries the door knob and finds that it's 
locked.)

DINAH LANCE:  Okay, you want to fight bad guys, locked doors are gonna come up 
sometimes.  

(Making a fist, DINAH breaks the glass with her bare hand.  She reaches in 
through the broken window and unlocks the door.  DINAH rushes into the house)

CUT TO:



[INT. KETTERLY HOME - LIBRARY - NIGHT - CONTINUOUS]

(Camera opens on:  HELENA has both hands grasped around the knife and it's point 
on her chest.  In front of her, KETTERLY kneels and watches intently.)

(HELENA applies pressure and the knife pierces her skin.  Blood starts to drip 
out from the wound.)

(DINAH rounds the corner and rushes into the LIBRARY.)

DINAH LANCE:  Helena!

(Before she can get to HELENA, KETTERLY stands and swings a fireplace poker  at 
DINAH, hitting her across her abdomen with it.  DINAH falls down to her knees, 
but she's not out.  DINAH looks up at KETTERLY standing above her.)

(KETTERLY looks down at DINAH.)

LARRY KETTERLY:  What have we here?  Just another little girl.  Oh ...

(KETTERLY raises the poker back to swing at DINAH again, but he's interrupted 
again.)

BARBARA GORDON:  (o.s.)  Not exactly.

(BARBARA GORDON is in the doorway.  She takes out a circular bird-shaped 
boomerang, or birdarang, and throws it at KETTERLY.  It hits him in the forehead 
and he goes down.  Stunned.)

(BARBARA reaches HELENA.)

BARBARA GORDON:  (quietly)  Helena ... it's all right.  We're here.  Let me take 
this.  

(BARBARA tries to take the knife, but HELENA'S grip on it is strong.  She 
continues to apply pressure to the knife at her chest.)

(BARBARA tries again.)

BARBARA GORDON:  Helena, listen to me -- it's over.

(KETTERLY sits propped up against the wall.  He smiles and shakes his head.)

LARRY KETTERLY:  (smugly)  No, it's not.  You're too late.  It doesn't matter 
what you do to me here.

BARBARA GORDON:  Helena ... 

LARRY KETTERLY:  Part of me stays in there with her.  Where I've taken her, no 
one can follow.

(DINAH walks over to BARBARA and HELENA and wraps her hand completely over 
BARBARA and HELENA'S hands.)

(She looks over at KETTERLY.)

DINAH LANCE:  I can.

(DINAH glances down at HELENA, trapped in her own nightmare.)

(Immediately, they are all mentally transported into HELENA'S mind.)

LARRY KETTERLY:  (voice fading)  No, you can't.

[EXT. HELENA KYLE'S MIND - STREET - NIGHT - CONTINUOUS]

(Inside HELENA'S mind, they are standing outside in the middle of the a black 
and white city street ... the same street where HELENA'S life changed 
completely.)

DINAH LANCE:  (to BARBARA)  She won't hear me.  Not here.  But maybe she'll hear 
you.

(DINAH turns her head and looks at ... BATGIRL standing off to the side, the 
yellow of her bat logo the only color in this world completely devoid of color.)

(BATGIRL steps forward and kneels down in front of the YOUNG HELENA KYLE, knife 
pointed at her own chest.  BARBARA takes off her mask and talks softly to her.)

BARBARA GORDON:  Helena ... 

HELENA KYLE:  (crying)  I couldn't protect her.

BARBARA GORDON:  You were just a kid.

HELENA KYLE:  No ... she was all I had.  

(Thinking she's talking about her mother, BARBARA remains silent.)  

HELENA KYLE:  You were all I had.

(BARBARA turns to look at the body in front of HELENA.  It's herself.)

BARBARA GORDON:  No, Helena.  No.  It's-it's an illusion.  I'm not dead.  

HELENA KYLE:  Heroes are supposed to save people.  I lose every person who 
needed me. 

BARBARA GORDON:  No.  I'm right here with you.  You haven't failed me.  I chose 
this life and - and-and all of the risks that came with it.  You don't have to 
protect me, Helena.  Do you understand?  We -- we have to protect each other.  

(BARBARA reaches for the knife and puts her hand over HELENA'S.)

BARBARA GORDON:  I can't do this without you.  

(HELENA relinquishes the knife and leans in to BARBARA, burying her face in 
BARBARA'S neck.  BARBARA wraps her arm around HELENA, much as a mother would her 
daughter.  The two share a moment, needing each other.)

LARRY KETTERLY:  (o.s.)  You don't belong here.  

(BARBARA looks up and gasps.  DINAH turns around.  BARBARA stands up to face 
KETTERLY who is walking toward her quickly.  He's wearing his trenchcoat and 
hat.)

LARRY KETTERLY:  You don't have any legs.  You're not Batgirl anymore.

(At these words, BARBARA falls to the ground, her legs giving out from under 
her.  BARBARA pushes herself up and looks at KETTERLY.)

(KETTERLY walks over to the knife and picks it up from the middle of the street.  
He raises it above BARBARA as if to plunge it down into her.)

(HELENA grabs KETTERLY'S hand and stops him.)

HELENA KYLE:  Neither do you.

[CLOSE UP:  HELENA'S EYE]

(HELENA'S pupils contract and change into convexo-convex shaped disks.  Her 
brown eyes change to blue, it's color vibrant in this world devoid of color.)

(KETTERLY and HELENA fight.)

(KETTERLY pushes HELENA'S grip away from him with his free hand and swings the 
knife at HELENA.  HELENA both blocks the blow and steps away from the swing.  
She then anticipates KETTERLY'S swing and blocks him.)

(KETTERLY swings the knife in an arc trying to cut her low, but HELENA jumps 
back avoiding contact.  KETTERLY steps forward swinging the knife as he advances 
on HELENA.  HELENA backflips several times out of KETTERLY'S range managing to 
avoid the knife.)

(HELENA crouches low and kicks KETTERLY in the abdomen several times.  He steps 
back upon impact.  HELENA jumps back on her feet and turns around to face 
KETTERLY.)

(KETTERLY flips the knife and gets a good grip on it.  He runs forward and 
throws some kicks at her.  HELENA avoids them and throws some punches at 
KETTERLY.  The two continue to fight.  KETTERLY swings the knife; HELENA avoids 
impact.)

(Finally, KETTERLY thrusts the knife forward;  HELENA grabs his wrists and stops 
him.  The two are locked in this position for a moment.  KETTERLY swings his 
free fist at HELENA and connects with her face.  He knees her in the abdomen and 
grabs her wrist that she has over his and flings her off to the side.)

(HELENA flies across the sidewalk and into the plate glass window of the 
building nearby.)

(KETTERLY sighs and approaches the shattered window to check on HELENA.  He 
stops on the sidewalk and glances inside the darkened building.  Whatever he 
sees, he appears satisfied by it.  He turns and looks directly over at BARBARA.)

(BARBARA'S still on the ground in the middle of the street, her legs useless 
under her.  She looks up at KETTERLY meeting his gaze.)

(KETTERLY starts toward BARBARA.)

(Out of nowhere, a loud cry is heard.  The stone wall next to the shattered 
window breaks as HELENA bursts through it and directly into KETTERLY.  She 
knocks him off of his feet, stone and dust all around him.  They tumble to the 
sidewalk where KETTERLY still manages to get the upper hand and rolls HELENA 
under him.)

(KETTERLY raises the knife; HELENA grabs his wrists to stop him.  The knifepoint 
mere inches from her neck.)

LARRY KETTERLY:  Why bother, Helena?  Even if you kill me, you'll still be 
alone.  You'll always be alone.

HELENA KYLE:  (grunts)  Maybe ... but it's my screwed-up life and I'll decide 
when it's over.

(HELENA manages to twist his wrist and use the momentum to push the knife 
downward and upward back into KETTERLY himself.  Metal ripping through flesh is 
heard and KETTERLY grunts at the impact.  The knife pierces clean through him 
and out through the back of his trenchcoat.)

(KETTERLY falls lifeless on top of HELENA.)

(HELENA turns her head and looks over at DINAH and BARBARA, who is just getting 
to her feet.  She watches as DINAH and BARBARA grasp each other's wrists in a 
show of friendship and solidarity.)

(HELENA walks over to them and puts her hand directly and surely over their 
joined hands.)

WHITE FLASH TO:



[INT. KETTERLY RESIDENCE - LIBRARY - NIGHT - CONTINUOUS]

(They are transported back into KETTERLY'S LIBRARY.  DINAH lets go of her grip 
on the knife.)

(BARBARA easily takes the knife away from HELENA.)

BARBARA GORDON:  Welcome back.

(HELENA looks up at BARBARA who smiles back at her.  BARBARA turns to look at 
DINAH.  DINAH smiles back at them.)

(HELENA turns her head and looks over at KETTERLY.)

HELENA KYLE:  What's wrong with him?

(KETTERLY is leaning against the wall where we last saw him, unmoving.)

BARBARA GORDON:  He said that some part of his mind was in yours.  It may be 
that when you killed him in that world you destroyed it -- permanently.

HELENA KYLE:  Yeah, well ... (she smiles) ... oops.

(BARBARA smiles back at HELENA.)

(DINAH walks over to KETTERLY and snaps her fingers in front of his face.  
KETTERLY doesn't wake up.  She leans over to look at him, then turns her head to 
the others.)

DINAH LANCE:  So, what are we gonna do with him?

CUT TO:



[EXT. ARKHAM ASYLUM - NIGHT]

(Thunder rumbles and lightning flashes on the sign.)



[INT. ARKHAM ASYLUM - JUST OUTSIDE KETTERLY'S CELL - NIGHT]

(DET. JESSE REESE and DR. HARLEEN QUINZEL stand in front of KETTERLY'S glass 
cell.  Inside, KETTERLY stands in the middle of the cell and is secured in a 
straight jacket, his feet tied together.)

DET. JESSE REESE:  Somebody actually dropped him at the station with a bunch of 
-- well, pretty bizarre evidence.  We can't be sure he isn't dangerous.  That's 
why we brought him to you, Dr. Quinzel.

DR. HARLEEN QUINZEL:  Oh, no.  Call me Harleen, Detective, please.

DET. JESSE REESE:  Harleen ... I appreciate your time.  I'll be in touch.

(DET. JESSE REESE leaves with the OFFICER.  DR. HARLEEN QUINZEL walks around the 
cell and looks at KETTERLY inside.)

(She inserts the computer card key into the security slot and presses it.  It 
beeps.)

(The fluorescent lights surrounding the cell light up like a display case.  DR. 
QUINZEL opens the cell door and steps inside.  The door shuts behind her.)

(She looks closely at KETTERLY, immediately become something else ... someone 
else other than the composed, professional psychiatrist.)

DR. HARLEEN QUINZEL:  Well, Larry ... this really is quite a disappointment, 
isn't it?  We needed those dockyards, Larry.  I had a dream ... of New Gotham 
... and people writhing in pain and dying on the streets and everything ... 
under my command.  You ... (suddenly angry) ... ruined my dream, Larry!

(DR. QUINZEL throws a reverse roundhouse kick to KETTERLY and hits him high in 
the face.  He falls down flat on the floor.)

(She turns around to look at him and smiles.)

DR. HARLEEN QUINZEL:  At least temporarily.  (beat)  (flippantly)  Well, just 
goes to show  -- never send a Businessman to do a Psychopath's job.

(She leaves him there, opens the door and walks out of the cell.)

CUT TO:



[EXT. NEW GOTHAM CITY (STOCK) - NIGHT]



[INT. THE CLOCKTOWER - NIGHT]

(Camera opens on the television wide-screen monitor where a wrecking ball is 
demolishing the dockyard building.  Camera pulls back where BARBARA and HELENA 
are both watching.)

HELENA KYLE:  It just feels wrong -- no ticking bomb, no poison gas.  I mean, we 
usually save the city from some apocalyptic bad-guy plan.

BARBARA GORDON:  Yeah, well, this time we saved ourselves.  It's a nice change 
of pace.

HELENA KYLE:  Except you know that "Rah Rah, Rebuild the Empire" speech Ketterly 
gave me?  He didn't say "I."  He said "We."

BARBARA KYLE:  I know.

(From another part of the room, a loud whoosh sounds.  BARBARA and HELENA turn 
their heads to look at DINAH who is practicing throwing the birdarangs.)

(The camera pulls back and we see that DINAH has stacked up three soda cans one 
on top of the other to give her a target to aim for.  She throws another 
birdarang at the target; and with a whoosh, she misses it completely.)

HELENA KYLE:  She's really terrible at those. 

(She chuckles as she watches DINAH throw ... and miss the target completely.)

BARBARA GORDON:  I was worse when I started.  You know, if it wasn't for her, 
neither one of us would be alive right now.

(DINAH throws another birdarang and hits the CD stand on the desk, toppling it 
over.)

(She glances over at them sheepishly and tucks her hair behind her ear 
innocently.)

HELENA KYLE:  Yeah.  (sighs)  I know.

(HELENA and BARBARA head for DINAH to have their talk.)

BARBARA GORDON:  There are going to be ground rules.

DINAH LANCE:  (excited)  I'll do it!

BARBARA GORDON:  I haven't even said what they are yet.

DINAH LANCE:  I don't care.  I mean, as long as I can stay.  

(DINAH looks over at HELENA who doesn't look all that thrilled.  HELENA and 
BARBARA look at each other.)

DINAH LANCE:  (suddenly unsure)  I can stay, right?

HELENA KYLE:  (mutters)  She's not staying at my place.

BARBARA GORDON:  (to DINAH)  As long as you go to school  and work on developing 
your skills, both mental and physical ... 

(DINAH stares at BARBARA ... waiting ... )

BARBARA GORDON:  (smiles)  ... then you can stay.

DINAH LANCE:  (excited)  Cool! 

(She giggles and reaches forward to give BARBARA a big hug which BARBARA 
returns.  She turns and gives HELENA a big hug while HELENA looks exasperated.)

(She steps away from them and smiles brightly.)

CUT TO:



[EXT. CLOCKTOWER (STOCK) - NIGHT]

(Camera lingers high above the city, slowly moving in.)



[EXT. CLOCKTOWER - ROOFTOP - NIGHT]

(It's 11:40 p.m. and BARBARA GORDON sits in her wheelchair out in the open aired 
rooftop.  She stares out into the city in front of her.  Sirens wail down in the 
streets below.)

(HELENA steps to and joins her.  They both look out at the city lights in front 
of them, the wind blowing in their hair.)

BARBARA GORDON:  Sometimes I close my eyes and I can almost feel it ... what it 
was like to race across rooftops under the moon.

HELENA KYLE:  (flatly)  Cold, wet ... and hell on your nails.

BARBARA GORDON:  I guess I never really let go of who I was ... before.

HELENA KYLE:  It's a hard thing to lose.  (pauses)  I can't ever be what you 
were.

(BARBARA turns to look at HELENA.  They share a look.)

BARBARA GORDON:  Good.  Just be yourself instead.  (beat)  You're way cooler 
than I ever was anyway.

(HELENA sighs.)

HELENA KYLE:  I know.

(They turn and look at each other and share a smile.)

(The camera slowly backs away and up from the two figures on the clocktower.  It 
picks up speed and backs out of the city, over the city and up at the full 
bright moon above.)

(The figure of a bat flies in the distance by the light of the full moon ... and 
heads straight for the camera.)

SMASH TO BLACK.

==========================
THE END
==========================

Courtesy of http://www.webphilia.com/~anthology/wnp.html

Contact the Transcriptionist at (intrepidly002@yahoo.com)

Please do not archive this transcript without permission from the 
Transcriptionist.

==========================
TITLE/OPENING CREDITS FROM AIRED PILOT
==========================
BIRDS OF PREY
1X00: PILOT [UNAIRED]
[UNAIRED]
TRANSCRIBED FROM TAPE

Starring:
ASHLEY SCOTT as Helena Kyle (The Huntress)
DINA MEYER as Barbara Gordon (Oracle)
RACHEL SKARSTEN as Dinah Lance

SHEMAR MOORE as Detective Jesse Reese
IAN ABERCROMBIE as Alfred Pennyworth
UNKNOWN as Dr. Harleen Quinzel

Guest Starring
CHRIS ELLIS as Larry Ketterly
SHAWN CHRISTIAN as Wade Brixton

AARON PAUL as Jerry
BRENT SEXTON as Detective McNally

with
MARK HAMILL as the voice of The Joker

Co-Executive Producer:  LAETA KALOGRIDIS
Produced by PETER GUILIANO

Developed for television by:  LAETA KALOGRIDIS

Written by  LAETA KALOGRIDIS
Directed by  BRIAN ROBBINS

==========================
END CREDITS [NONE] / FROM AIRED PILOT
==========================

Executive Producer:  MIKE TOLLIN
Executive Producer:  BRIAN ROBBINS
Executive Producer:  JOE DAVOLA

TRP Tollin / Robbins Productions
Warner Bros. Television - An AOL Time Warner Company (www.warnerbros.com)

Associate Producer:  CATHY M. FRANK

Director of Photography:  CLARK MATHIS
Production Designer:  JAY HINKLE
Edited by ROBERT A. FERRETTI, A.C.E. and KEVIN KRASNY

Music by MARK SNOW

Unit Production Manager:  JEFFREY ZEITLIN
First Assistant Director:  ARTHUR ANDERSON
Second Assistant Director:  SUSAN HELLMAN

Visual Effects Supervisor:  JEFFREY A. OKUN
Casting by ELISABETH RUDOLPH

Co-Starring
AMANDA MICHALKA as Young Dinah
MAGGIE BAIRD as Mother
MARIA QUIBAN as Newscaster
JOE LALA as Crowley

Also:
BRUCE THOMAS as Batman
ROGER STONEBURNER as The Joker

Costumes by: CHRISTI KARONIDES
Set Decorator:  DONALD KRAFFT
Property Master:  RICHARD HOBAICA

Make-up:  VICKY OGDEN
Hairstylist:  ROMY FLEMING
Special Effects Coordinator:  JOHN GRAY
Script Supervisor:  PAMELA ALCH

Music Supervisors:  MADONNA WADE-REED and JENNIFER PYKEN
Sound Mixer:  TIM COONEY
Re-Recording Mixers:  DAN HILAND / GARY ROGERS
Music Editor:  CHRIS McGEARY
Supervising Sound Editor:  BOB REDPATH

Based on DC COMICS CHARACTERS

Color by FOTOKEM

This motion picture is protected under the laws of the United States and other 
countries, and its unauthorized duplications, distribution or exhibition may 
result in civil liability and criminal prosecution.

The characters and events depicted in this motion picture are fictional.  Any 
similarity to any actual person, living or dead, or to any actual events, firms 
and institutions or other entities is coincidental and unintentional.

AOL Keyword:  The WB
TheWB.com

Copyright (c) 2002 Warner Bros. Television.  All Rights Reserved.

Country of First Publication United States of America.  Warner Bros. Television 
is the Author of this film/motion picture for the purpose of the article 15(2) 
of the Berne Convention and all National laws giving effect thereto.

Dated:10/16/03, 07/15/2003~lky
http://www.webphilia.com/~anthology/wnp.html