BIRDS OF PREY
1X12:  FEAT OF CLAY
PRODUCTION #175461
ORIGINAL AIR DATE ON WB:  02/19/2003
TRANSCRIBED FROM WB

Written by:  ADAM ARMUS & KAY FOSTER
Directed by:  JOE NAPOLITANO

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

Please do not archive without permission.

RATING:  TV-PG-LV
==========================
DISCLAIMER:  
==========================
"BIRDS OF PREY" and its characters are copyright (c) 2002-3 Warner Bros., 
Tollin-Robbins Productions & DC Comics.  All Rights Reserved.  This transcript 
was made without their permission, approval, authorization or endorsement.  Any 
reproduction, duplication or distribution of this material in any form is 
expressly prohibited.  It is absolutely forbidden to use it for commercial gain. 

Leave the headers/disclaimers in tact because it lists all those who have 
painstakingly made this transcript possible for your enjoyment and provide a 
link back to the site where this file originated 
http://www.webphilia.com/~anthology/wnp.html

Contact the Transcriptionist at (intrepidly002@yahoo.com)
==========================
SUMMARY:  Helena must make a tough choice when she learns that it was Clayface 
who murdered her mother.  Barbara finally reveals her crime-fighting secrets to 
Wade.
==========================
BIRDS OF PREY
1X12:  FEAT OF CLAY
==========================



FULL INTRODUCTION (VOICE-OVER ONLY):

ALFRED PENNYWORTH: Legend tells of a caped crusader --Batman, guardian of New 
Gotham, and his one true love -- Catwoman, the Queen of the Criminal Underworld.  
Their passion left behind something extraordinary -- a daughter -- Huntress.  
Half meta-human, she has taken up her father's mantle, and fights to protect the 
innocent and helpless.  Joining her in this struggle, Oracle, once Batman's 
protégée Batgirl.  She was caught in the crossfire of the war between Batman and 
Joker.  Now she fights crime a different way -- a master of the cyber-realms and 
trainer to heroes.  Together, they have taken in -- Dinah, a meta-human herself 
with powers that she is only beginning to explore.  These three are the 
protectors of new Gotham -- The Birds of Prey.  My name is Alfred Pennyworth, 
and this is their story.



COLD OPEN:

FULL DESCRIPTIVE INTRODUCTION

[EXT. FULL MOON -- NIGHT]

(The image of a bat flies by the light of the moon, turns and heads directly to 
the camera.)

SMASH CUT TO
INTRODUCTION:



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

(Camera cruises up high above the buildings, weaving in and out between them.)

(Dissolve to:  BATMAN lands on a rooftop, his cape billowing behind him.)

ALFRED PENNYWORTH:  (v.o.)  Legend tells of a caped crusader ...

DISSOLVE INTO:



[CLOSE UP:  BATMAN]

ALFRED PENNYWORTH:  (v.o.)  ... Batman, guardian of New Gotham, ...

(Dissolve to:  Camera cruises up high above the buildings, weaving in and out 
between them.)

DISSOVE TO:



[EXT. ALLEYWAY - NIGHT]

ALFRED PENNYWORTH:  (v.o.)  ... and his one true love ... 

(CATWOMAN lands feet first on the ground and tilts her head to look quizzically 
in front of her.)

(Dissolve to:  Close up of Catwoman's mask.)

ALFRED PENNYWORTH:  (v.o.)  ... Catwoman - 

(Cut to:  BATMAN pushes his cape aside as CATWOMAN leaps in front of him.  She 
swings and he grabs her wrist, pulling her close to him.)

ALFRED PENNYWORTH:  (v.o.)  ... The Queen of the Criminal Underworld.  

DISSOLVE TO:

(Camera cruises up high above the buildings, weaving in and out between them.)

DISSOLVE TO:



[CLOSE UP:  HELENA KYLE]

ALFRED PENNYWORTH:  Their passion left behind something extraordinary ... 

(Dissolve to:  HUNTRESS pushes aside the curtain and walks inside the room.)

(Camera zooms in for an extreme close up of The HUNTRESS' left eye.  THE 
HUNTRESS' pupils contract and change into convexo-convex shaped disks like those 
of a cat's.)

ALFRED PENNYWORTH:  ... a daughter -- Huntress.  

[Scene from 1X01: Pilot.]

[EXT. ALLEYWAY - NIGHT]

(The HUNTRESS fights JERRY.  She does a couple of flips forward toward JERRY who 
is against the wall.)

(Dissolve to:  The HUNTRESS crouches down low ready to pounce.  She lifts her 
head and looks directly at her prey.)

DISSOLVE TO:



[INT. APARTMENT - BALCONY -- NIGHT]

(The HUNTRESS turns and spreads her arms.  She jumps off the balcony in a 
beautiful swan dive.  She falls to the building rooftops far below ... )

ALFRED PENNYWORTH:  (v.o.)  Half meta-human ... She has taken up her father's 
mantle ...

(Camera cruises up high above the buildings, weaving in and out between them.)

DISSOLVE TO:



[EXT. WAREHOUSE - NIGHT]

ALFRED PENNYWORTH:  (v.o.)  ... and fights to protect the innocent and helpless.  

[Scene from 1X02:  Slick]

(HELENA and another MAN fight in the warehouse, the back doors of the van he was 
unloading wide open.)

(HELENA crouches down low and looks up at the MAN.)

DISSOLVE TO:



[INT. GIBSON'S BAR - NIGHT]

[Scene from 1X03: Prey for the Huntress]

(The door slides open and BARBARA is sitting in her wheelchair.)

ALFRED PENNYWORTH:  Joining her in this struggle ... 

DISSOLVE TO:



[INT. THE CLOCKTOWER - DAY]

(Camera close up of BARBARA GORDON.)

ALFRED PENNYWORTH:  (v.o.)  Oracle - 

[Scene from 1X01: Pilot]

(Dissolve to:  THE CLOCKTOWER.  The camera pulls back and twists completely over 
where we find BARBARA GORDON sitting in front of the computer monitors working.)

ALFRED PENNYWORTH:  (v.o.)  ... who was once Batman's protégée, Batgirl.  

[CLOSE UP:  BATGIRL]

[Scene from 1X01: Pilot]

(Inside the Dockyard's Warehouse, BATGIRL fights the thugs in the hallway.)

ALFRED PENNYWORTH:  (v.o.)  She was caught in the crossfire of the war between 
Batman and Joker.  



[INT. APARTMENT - NIGHT]

(BARBARA GORDON opens her apartment door and looks up in surprise.)  

(Cut to:  The JOKER raises his gun, aims and fires.)
(Cut to:  The top of BARBARA GORDON'S head.)
(Cut to:  BARBARA'S surprised look.)
(Dissolve to:  The bullet hits BARBARA and she flies backward.)
(Dissolve to:  Camera close up of the empty shell casing.)

DISSOLVE TO:



[INT. THE CLOCKTOWER - NIGHT]

ALFRED PENNYWORTH:  Now she fights crime a different way -- master of the cyber 
realms ...

[Scene from 1X01: Pilot]

(BARBARA sits in her wheelchair in the center of her computer center.  A circle 
of green light rises from the floor and surrounds BARBARA in what appears to be 
a 360 degree 3-D grid that places her at the center of what DINAH sees in front 
of her.)

CUT TO:



[Scene from 1X01: Pilot]

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

(Sitting in her wheelchair, BARBARA appears in the doorway and throws the 
circular birdarang with ease and skill at Ketterly.)

[Scene from 1X02: Slick]

(The birdarang flies across the clocktower.)

ALFRED PENNYWORTH:  (v.o.)  ... and trainer to heroes.  

(Cut to: [Scene from 1X02: Slick]  BARBARA smiles, a circular birdarang in her 
hand.)

(Cut to: [Scene from 1X01: Pilot]  BARBARA and HELENA talk.  They both turn to 
look at the camera.)

ALFRED PENNYWORTH:  They have taken in ... 



[INT. GIBSON'S BAR - NIGHT]

(Cut to:  [Scene from 1X03: Prey for the Huntress]  DINAH is at the pool table 
holding a cue stick.  She stands up and turns around to look at the camera.)

ALFRED PENNYWORTH:  (v.o.)  ... Dinah -- a meta-human herself, ...

(Cut to: [Scenes from 1X01:  Pilot]  DINAH reaches out and grabs HELENA'S wrist.  
She has a vision.)

(Cut to:  The CLOCKTOWER.  The man dying grabbing her own hand.  Flash to 
another vision.  DINAH in front of the Bus Terminal.  Flashes of the vision of 
the man on the bench.)

(Cut to:  A hand presses against a wall.  It glows and opens a secret door.  
DINAH finishes her vision with HELENA.)

ALFRED PENNYWORTH:  (v.o.)  ... with powers she is only beginning to explore.  

(Dissolve to:  DINAH.)

(Dissolve to DINAH opening the cob-webbed warehouse door at the dockyards while 
wearing the goggles.)

(Dissolve to:  DINAH in the machine getting her brain scanned.)

(Dissolve to:  DINAH and BARBARA dressed as BATGIRL in HELENA'S mind.  BARBARA 
stands up and moves toward DINAH.  They grasp each other's wrists.)

ALFRED PENNYWORTH:  (v.o.)  These three are the protectors of New Gotham ... 

(HELENA walks up to them and puts her hand over theirs.)

(The three stand together.)

ALFRED PENNYWORTH:  (v.o.)  ... The "Birds of Prey."

WHITE FLASH TO:



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

DISSOLVE IN TITLE LOGO with flying bird

WHITE FLASH TO:



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

(Camera pulls back from the NEW GOTHAM CITY Skyline.)

ALFRED PENNYWORTH:  (v.o.)  My name is Alfred Pennyworth, and this is their 
story.

END OF INTRODUCTION
WHITE FLASH TO:



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

(Camera zooms through the tops of the tall buildings, weaving in and out as it 
moves.)

CUT TO:



[EXT./INT. DR. QUINZEL'S OFFICE]  

(Camera lingers on the door:  DR. HARLEEN QUINZEL / DOCTOR OF PSYCHIATRY.)  

(Cut to:  Inside the office, HELENA has her session with DR. QUINZEL.)

HELENA:  I feel good -- great, actually.  Better than I have in a long time.

DR. HARLEEN QUINZEL:  To what do we attribute this sudden cheerful outlook?

HELENA:  I don't know.  Things have just been working out.  That guy I was 
telling you about - 

DR. HARLEEN QUINZEL:  The police officer?

HELENA:  I decided to talk to him, trust him. Tell him things about who I really 
am.

DR. HARLEEN QUINZEL:  Like ... what kinds of things?

HELENA:  It's hard to explain.

DR. HARLEEN QUINZEL:  Well, Helena, if you're serious about therapy, about 
dealing with unresolved issues, you are going to have to share your life with me 
-- all of it.

HELENA:  It's not like I don't want to share.  It's just ... I'm grateful for 
everything we've done, Dr. Quinzel.  The thing is ... I just feel like we've 
gone as far as we can.  I want to end therapy.

DR. HARLEEN QUINZEL:  Helena, we're still discovering who you are.

HELENA:  (shakes her head)  I'm sorry. I got to go.

DR. HARLEEN QUINZEL:  We still have fifteen minutes.

(HELENA stands up.  DR. QUINZEL also stands up.)

HELENA:  Thank you for everything.

(HELENA holds out her hand and they shake hands.)

DR. HARLEEN QUINZEL:  Come and see me one more time.  We can tie up loose ends.

HELENA:  I'll try.

(HELENA steps away to leave, but DR. QUINZEL is still holding on to HELENA'S 
hand.)

HELENA:  Dr. Quinzel.

(DR. QUINZEL let's go of HELENA'S hand.  HELENA turns and leaves the office.)

CUT TO:



[EXT. NEW GOTHAM CHEMICALS - NIGHT]

(Camera moves down slowly across the containers of chemicals.  It passes by a 
yellow and black sign on the fence:  NEW GOTHAM CHEMICALS.  A dog is barking in 
the background.)

(There is someone with a flashlight who walks up to the fence.  They unlock the 
gate.  With his flashlight in hand, CHRIS CASSIUS looks around the various 
things for something in particular.  He walks up to a shelf of large containers 
and pushes them aside looking for something.  He finds it.

CHRIS CASSIUS:  At last.

(He takes the lock off and opens the cover.  The alarm starts buzzing.  Inside 
the container is something that gives off an eerie green glow.)

(Inside he takes out a small metal cylinder and uncaps it.  He raises it to his 
lips just as a GUARD appears at the gate.)

GUARD:  Hey!  

(CHRIS CASSIUS turns around and looks at the GUARD.  The GUARD steps forward.)

GUARD:  What are you doing?

(CHRIS CASSIUS ignores the GUARD and drinks the glowy green contents in the 
metal cylinder.)

GUARD:  That's poison!  It'll kill you!

CHRIS CASSIUS:  I doubt that.

(CHRIS CASSIUS puts the empty cylinder aside and looks down at his hands.  
Something is happening though we can't see it.)

CHRIS CASSIUS:  I don't understand.

GUARD:  Me either ... but you're crazy.

(The GUARD reaches CHRIS CASSIUS and grabs ahold of his wrist to cuff him.)

(As soon as he touches CHRIS CASSIUS' wrist, something happens to the GUARD.  
His hand starts to morph as it turns a dark reddish color.)

GUARD:  What's happening to me?

(CHRIS CASSIUS watches in surprise as the GUARD turns to a clay statue.)

CHRIS CASSIUS:  That's not exactly what I expected, but it'll do nicely.

(He smiles.)

FADE OUT.
END OF TEASER
ROLL TITLE CREDITS.

(COMMERCIAL SET)



FADE IN.

[EXT. NEW GOTHAM CHEMICALS -- NIGHT]

(REESE knocks on the clay statue as HELENA scans information from the clay 
statue back to ORACLE.)

REESE:  Are you sure there's somebody in here?

HELENA:  Oracle's confirming it now.  Transmitting data.  Are you getting any of 
this?

INTERCUT WITH:

[INT. CLOCK TOWER - NIGHT]

ORACLE:  Copy, Huntress.

(On the monitors, BARBARA

REESE:  Do we have any idea who could have done this?

HELENA:  Well, there was a criminal mastermind years ago that had a weird 
reaction to the same compound that was stolen last night.  They called him 
Clayface.

REESE:  (incredulously)  Clayface?

(HELENA stops and looks at REESE, knowing exactly what he's thinking.)

HELENA:  You asked.

REESE:  Hey, do we have any idea if this, uh, Clayface guy is still around?

HELENA:  He's been locked up in Arkham Asylum for years.  Besides, it couldn't 
have been him.  He didn't have the power to turn people into ... blobs of clay.

REESE:  Well, what was his power, then?

HELENA:  He could change his appearance at will.

REESE:  Really?  Just a regular ol' shapeshifter, huh?

HELENA:  Ah, you got the lingo down.  I'm impressed.

BARBARA: That's all the input I need.  Stand by for analysis.

REESE:  Okay, so what do we do?  We just -- what, we wait?

HELENA:  Yeah, unless you got a better idea to pass the time.

(REESE looks at HELENA, they both share a look.)

BARBARA:  Sorry to interrupt, Huntress, but you have to get that clay man back 
to the clock tower right away.

HELENA:  Why? What's going on?

BARBARA:  He's got a pulse.  He's alive.

CUT TO:



[INT. CLOCK TOWER -- NIGHT]  

(Camera opens on the monitors and the pulse lines for the clay statue.)

DINAH:  (o.s.)  How could he possibly be alive?

BARBARA:  So far, his vital signs are stable.  The process looks reversible, but 
we don't have much time.  We need to develop an antidote.

HELENA:  Okay, so where do we start?

BARBARA:  We find out who knows what about that compound.  I'm running a search 
on Clayface's former associates.

DINAH:  So I guess this means you're canceling your vacation.

HELENA:  What vacation?

DINAH:  With Wade.  To the Bahamas.

(HELENA turns to BARBARA.)

HELENA:  You were just going to disappear without telling me?

BARBARA:  No, I just figured something would come up and I'd have to ... 

HELENA:  Sacrifice potential happiness in your personal life.

BARBARA:  We don't have time to discuss this right now, okay?

HELENA:  All right.

BARBARA:  Hang on.  I've got a hit on former Clayface associates.

(The monitor list reads:
     CLAYFACE'S FORMER ASSOCIATES

     ***
     ***
     ***
     KREBSTARR, PETER
     KREMLIN, KARL
     KRELBOURNE, SEMOUR
     KRISTOF, DANIEL
     KRICKOWER, ROBERT
     KIRZAZZY, JODY
     KROLL, KIMBERLY
     KRONER, WILL
     KROP, ROBERT
     KRUMBLER, DIANE
     KRUG, JUST

BARBARA:  All right, all right, all right.  If I exclude those who have died or 
are in jail, I'm left with one name -- Dr. Will Kroner.

(All the names on the list turns red except one.)

BARBARA:  Oh, turns out he's the chemist who invented the toxic compound.

HELENA:  All right, I'm on it.  But when I get back, we're going to finish this 
Wade conversation.

(HELENA leaves.  BARBARA turns to look at DINAH.  DINAH grimaces.)

DINAH:  You didn't say it was a secret.

(DINAH turns and walks away.)

CUT TO:



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

(Camera holds above the Clock Tower, the full moon in the background.)  

CUT TO:



[EXT. SIDEWALK -- NIGHT]  

(WILL KRONER walks out of his building and onto the sidewalk.  There's a 
whooshing sound and HELENA appears, pushing WILL KRONER back up against the 
wall.)  

WILL KRONER:  Oof. What's going on?  Who are you?

HELENA:  Tell me about the robbery at New Gotham chemicals.

WILL KRONER:  I don't know what you're talking about.

HELENA:  The chemical compound that you developed was stolen.  There's a 
security guard that's turned into some sort of clay thing.

WILL KRONER:  That can't be.  The compound was destroyed.  And even if someone 
did get a hold of it, it was never intended to have that effect - 

(He thinks about it and something occurs to him.)

WILL KRONER:  Unless ... it was ingested by someone else.

HELENA:  So you do know something.

WILL KRONER:  Look, I-I worked for a guy -- Clayface -- years ago, but that's 
all behind me now.  I swear. I --

HELENA:  Okay, let's say for a moment I believed you.  Who could be doing this?

WILL KRONER:  Uh, uh ... my chemical compound was designed to have a unique 
reaction to Clayface's DNA.  If anyone else drank it, it would kill them.  That 
is all I know.  That's it.

HELENA:  Okay.  There's a Detective at New Gotham P.D.  His name is Reese.  If 
your memory returns, you give him a call, okay?

WILL KRONER:  Okay.  Okay.

HELENA:  Okay.  Okay.

(HELENA lets him go and leaves.)

CUT TO:



[INT. CLOCK TOWER -- NIGHT]  

(BARBARA is busy working on an antidote for the GUARD.  ALFRED walks into the 
room carrying a tea set.)  

ALFRED:  Good evening, Miss Barbara.

BARBARA:  Alfred.

ALFRED PENNYWORTH:  I was sorting the mail at the manor and came across 
something that might be of interest to you.

(ALFRED puts the tea set down and turns around holding an invitation out to her.  
She automatically takes it and looks at it.)

ALFRED:  An invitation to the annual New Gotham fashion show benefit.  Perhaps 
you and Master Wade --

(BARBARA hands the invitation back to ALFRED.  She turns around back to her 
mixtures.)

BARBARA:  Alfred, I don't have time for this.

ALFRED PENNYWORTH:  No, of course not.  I understand you don't have time for the 
Bahamas, either.  Master Wade left several messages.  He seemed very 
disappointed that you canceled your holiday.  Perhaps you could make it up to 
him.

BARBARA:  Alfred, this is really not a good time.

ALFRED PENNYWORTH:  In all my years serving Master Bruce, do you know what he 
told me was his biggest regret?  That he never found someone with whom he could 
share his life.  It was just a thought.

(ALFRED turns and leaves.  The elevator stops and the doors open.  HELENA walks 
out.  She and ALFRED high fives each other on the way out.)

HELENA:  Hey.

BARBARA:  How'd everything go with Kroner?

HELENA:  No luck. He went straight after Clayface went down.  He did say the 
compound would kill anyone but Clayface --  something to do with the reaction to 
his unique DNA.

BARBARA:  Hmm, interesting. 

HELENA:  I'm going to pay him a visit.

(HELENA turns to leave.  BARBARA protests.)

BARBARA:  Helena, I don't  -- I don't think that's such a good idea.

HELENA:  Why?  Reese can get me into Arkham.

(HELENA presses the elevator button and leaves when the doors open.  BARBARA 
doesn't say anything, although there is a concerned look on her face.)

CUT TO:



[EXT. ARKHAM ASYLUM - NIGHT]



[INT. ARKHAM ASYLUM -- NIGHT]  

(Inside his cell, CLAYFACE works on a clay statue.  The door lock buzzes, the 
GUARD opens the door and HELENA walks inside)

(HELENA walks up to the cell.  CLAYFACE doesn't turn around, although he 
probably sees her reflection in the various glass walls.)

CLAYFACE:  Helena Kyle.

HELENA:  How'd you know?

CLAYFACE:  The grace with which you move ... your eyes, your mouth -- damn, you 
are your mother's child.  I had a thing for her.  She was very beautiful.  Sexy.

(He smiles and turns back to his statue.)

(HELENA walks around the glass cell toward the front of CLAYFACE.)

HELENA:  Someone stole your chemical.  He's using it to turn people into clay.

CLAYFACE:  And this is a problem for me?

HELENA:  There's a man who's dying.  I need to know how to reverse the effects 
before it's too late.

CLAYFACE:  Now, that sounds like a noble endeavor, but ... what's in it for me?

(HELENA sighs, then gives in.)

HELENA:  What do you want?

CLAYFACE:  Pose for me.  Let me sculpt you.

(HELENA walks around a few more steps across the statue in front of CLAYFACE.)

HELENA:  Forget it.

CLAYFACE:  Now, child, now ... since I was defeated, ruined and ridiculed in 
front of New Gotham's pompous glitterati, I have had absolutely nothing to look 
at but these plain gray walls.  I need inspiration.  I work in clay, but my real 
raw material is human emotion.  Let me see your anguish, Helena, your pain.  Why 
don't you just tell me about the night that your mother was killed?

HELENA:  No thanks.

CLAYFACE:  All right, then this man dies, and that is not very heroic of you, 
Huntress is it?  But then maybe you're lacking that strong moral core that 
plagued your father.  Are you?

HELENA:  Okay, what do you want to know?

CLAYFACE:  Everything.

HELENA:  It happened so fast.  I don't really remember.

CLAYFACE: All right, well, then, I'm sure there was blood.  I mean, there must 
have been more blood than you had ever seen before.

(HELENA turns away.  He pushes his face up close to the wall and looks at 
HELENA.)  

CLAYFACE:  How did that make you feel?

HELENA:  Cold.  Empty.  I don't know.

CLAYFACE:  No, no, no, no, no, no, no, no, no, no, no.  Alone ... scared, 
terrified ...  because you lost the one person that meant more to you than 
anybody else in this whole world.

HELENA:  It's your turn.

CLAYFACE:  All right, you played nice.  Go tell Oracle to use calcium sulfate.

HELENA:  You know who it is.  Tell me.

CLAYFACE:  Oh, now, don't get greedy, Helena.  We're just starting to have some 
fun.  Go ahead now.  Don't you worry.  He may not be dead yet.

(CLAYFACE smiles at HELENA.)

(HELENA turns and walks out of the room leaving CLAYFACE on his knees in front 
of the glass panel that HELENA stood in front of.)

FADE TO BLACK.



FADE IN.

[INT. EMPTY TRAIN CAR -- NIGHT]  

(Camera moves in and we see The MAN who drank the green glowy liquid in the 
teaser sitting in front of a make-up mirror applying make-up to his face.)

(There's a loud knock on the door.)

CHRIS CASSIUS:  Right there.

(CHRIS CASSIUS stands up and leaves the make-up table to answer to door.)

(The door opens and a SECURITY GUARD is standing there.  He walks into the 
room.)

SECURITY GUARD:  Where's my money?  I gave you the key, you got the stuff.  Now 
I get paid.

CHRIS CASSIUS:  What's the rush?  I intend to be the most feared criminal New 
Gotham has ever seen.  If you wait, there might be a much bigger payday.

SECURITY GUARD:  I'll take my money now.

(He turns around to pick up a thick packet of money.)

CHRIS CASSIUS:  That's the problem with guys like you.  Once you make up your 
mind...

(The SECURITY GUARD takes the packet of money, never once touching CHRIS CASSIUS 
like the other guard had.  There's a changing sound.)

CHRIS CASSIUS:  (amused)  You're set in stone.

(The SECURITY GUARD is now a statue of clay.)

FADE OUT.

(COMMERCIAL SET)



FADE IN.

[INT. CLOCK TOWER -- NIGHT]  

(HELENA walks into the room.)  

HELENA:  How's he doing?

BARBARA:  Not well.  I figured out Kroner's chemical compound creates a reaction 
with the epidermis.  Once whoever ingests the formula makes skin-to-skin contact 
with its victim, they turn to clay.

(She picks up a large thick air syringe and fills it.)

BARBARA:  Hopefully, this will help.  So how'd everything go with Clayface?

HELENA:  You know, he kept bringing up my mother.

BARBARA:  Really?

HELENA:  Huh.

BARBARA: I'm all set.

(BARBARA injects the statue with the antidote.)

(She moves back to the monitors and they watch as the statue changes right 
before their eyes.)

HELENA:  It's working.

(The clay statue morphs back into the SECURITY GUARD.)

BARBARA:  We should get him to the hospital.

(HELENA steps forward.  The elevator doors open and ALFRED steps out.)

ALFRED PENNYWORTH:  Anything I can do to assist?

BARBARA:  Thanks, Alfred, but Helena already took the guard to the hospital.  
He's going to be okay.

ALFRED PENNYWORTH:  And what about you, Miss Barbara?

BARBARA:  If you're talking about me and Wade, it'll be fine.  He'll get over 
it.

ALFRED PENNYWORTH:  Perhaps a sincerely worded note of apology.

BARBARA:  I got it.  Kroner told Helena that Clayface's reaction to the chemical 
was unique to Clayface's DNA.  Now someone else has taken the compound.  They 
didn't have the same reaction, but a similar one.  Similar reaction, similar 
DNA.  It's someone close to Clayface.

ALFRED:  Like family?

BARBARA:  Exactly.  So I did some checking -- hospital records, court papers.  

(BARBARA turns to the monitor and brings up some records.)

BARBARA:  And guess what. Clayface has a son.  Chris Cassius.

(The computer starts beeping.  On the monitor, the map of New Gotham pops up 
with it already focusing on the sender.)

BARBARA:  Reese.  (to comm)  Huntress, we've got another one.

CUT TO:



[INT. ALLEYWAY -- NIGHT]  

(REESE kneels down to pick up something from the ground.  A clay statue is right 
in front of him.  He looks up and sees HELENA jumping down silently from the 
building top.  She lands in front of him.)  

REESE:  (impressed)  Wow, that was quite an entrance.

HELENA:  Who's this?

REESE:  I have no idea, but it's pretty obvious he's been moved.

(HELENA takes out the air syringe.  REESE takes one look at it and is 
surprised.)

REESE:  Okay, what the hell is that?

(Up on the fire escape unbeknownst to either of them, CHRIS CASSIUS watches.)

HELENA:  Calcium something.  Whatever it is, it works.  Our first clay man's 
already recovering.

REESE:  All right.  Go ahead and, uh ... give it a shot.

(HELENA injects the clay statue.  OFF CHRIS CASSIUS, we see his reaction.  We 
hear the whooshing sound of the transformation taking place and we see CHRIS 
CASSIUS' shocked face.)

CHRIS CASSIUS:  (mutters)  What the hell?

(The SECURITY GUARD falls backward on the ground, completely transformed back to 
being human.)

REESE:  Okay, now that's impressive.

(HELENA looks at REESE.)  

(Up on the fire escape, CHRIS CASSIUS dials his cell phone.)

CHRIS CASSIUS:  (to phone)  Dr. Kroner?  Chris Cassius.  

(He starts climbing up the fire escape.)

CHRIS CASSIUS:  (to phone)  You know my father.  Your chemical compound has 
proven to be a grave disappointment.  We need to talk.

(He hangs up and leaves.)

CUT TO:



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

(The camera zooms backward through the buildings weaving in and out between 
them.)  

FLASH TO:



[INT. ARKHAM ASYLUM -- NIGHT]  

(CLAYFACE sits on the floor in his cell reading a book.)

(The door lock buzzes and HELENA walks into the room.  A reflection of the 
completed statue is seen through the glass.)

(The door closes shut behind her.  HELENA walks up to CLAYFACE.)

HELENA:  You have a son named Chris.

CLAYFACE:  I now know that Oracle has done her research.

HELENA:  Tell me where I can find him.

CLAYFACE:  I think not, Helena.  Besides, you wouldn't be able to stop him.  
He's become much too powerful now.

HELENA:  Hmm, that's too bad.  I was going to suggest a trade -- you know, 
information for ... some inspiration.

CLAYFACE: Inspiration.  Now you're talking.

HELENA:  Tell me about Chris.  Why is he doing this?

CLAYFACE:  Well ... 

(CLAYFACE puts the book down on the floor next to him.)

CLAYFACE:  I ... 

(He stands up.)

CLAYFACE:  ... wasn't exactly the model father, so to speak.  So it would be my 
guess that he's trying to show up dear old dad by accomplishing something that 
even I wasn't able to do.

HELENA:  Like what?

CLAYFACE:  It's your turn.

HELENA:  Come on, just tell me.

CLAYFACE:  Helena, I laid down some ground rules here now.  Now, you don't play 
by my rules, we ain't going to play nothing at all.

HELENA:  Okay.  What do you want?

CLAYFACE:  I want more emotion.  Now, why don't you just relive with me that 
night mommy got killed?

(HELENA doesn't say anything.)

CLAYFACE:  Now, as I recall, we were standing out in front of this big 
department store.

HELENA:  What do you mean, "we"?

(CLAYFACE looks at HELENA.  She turns to look at CLAYFACE as his face morphs 
into another face.  The face of another man.)

(Quick flashback to:  The night HELENA'S mother died.  SELENA KYLE is on the 
ground out on the street, HELENA is kneeling over her body.)

HELENA:  Mommy, can you hear me?
HELENA:  Mom!

(HELENA looks up and sees someone holding a knife in the crowd.)

HELENA:  Stop him!  Somebody stop him!
HELENA:  Somebody stop him!

(The person drops the knife into the water on the road.)

HELENA:  Mom?!

(End of flashback.  Resume to present.)

YOUNG HELENA:  (v.o.)  (echoing)  Mom?!  Mom?!

(HELENA stares at CLAYFACE who is watching her with glee.)

HELENA:  I remember that face.  It was you.

CLAYFACE:  I used a 7-inch switchblade, and it tore through her flesh 
surprisingly well.

(HELENA stares at CLAYFACE.  She takes a couple steps backward.)

CLAYFACE:  I can still see that vacant look in her eyes, staring through the 
face of death.

HELENA:  That's why they couldn't find the killer.  It was you.

(CLAYFACE morphs back.)

CLAYFACE:  But the one regret that I have is that I did not linger at that scene 
long enough to watch your pain and your suffering and your anger.  

HELENA:  You bastard!

(HELENA steps forward and starts to pound the glass with her fists, the crashing 
sound echoing in the empty room.  CLAYFACE takes a step back in his cell and 
eggs her on.)

CLAYFACE:  Yeah! Yeah!  

HELENA:  You bastard!

(HELENA hits the glass again and again, pounding her fists against the glass, 
the only thing she comes into contact with while CLAYFACE watches her with glee, 
shouting his encouragement to her.)

CLAYFACE:  Yeah!  Hit that glass!  Yeah, hit that --
CLAYFACE:  That's what I'm saying!  

HELENA:  (shouts)  I'll kill you!

CLAYFACE:  Come on!  Hit that glass!
CLAYFACE:  Come on, baby, come on!

(CLAYFACE thoroughly enjoys HELENA'S anger and hatred.)

CLAYFACE:  Yeah, come on!  Hit the glass, baby!
CLAYFACE:  Helena, hit the glass!

(HELENA suddenly stops and leans against  the glass.  CLAYFACE tries to get her 
to continue.)

CLAYFACE:  Helena, no, don't stop it!  Hit the glass!
CLAYFACE:  Come on!

(She steps back.)

HELENA:  You're enjoying this.

(HELENA slowly makes her way back toward the door.  CLAYFACE is disappointed.)

CLAYFACE:  Oh, don't stop now.  Come on, baby.
CLAYFACE:  We're just getting started.
CLAYFACE:  No, no, no!

(HELENA leaves the room.  The bars slam shut behind her.  She turns and leaves.)

(Camera holds on the reflection of the statue in the glass.)

(CLAYFACE shrugs and leans in close to look and admire his statue.)

CUT TO:



[EXT. STREET -- NIGHT]  

(WILL KRONER gets out of the parked car and heads toward the TRIANGLE APTS.  He 
stands just outside subway 3.  He takes out the cell phone and dials.  It 
rings.)  

WILL KRONER:  (to phone)  Hello, Detective Reese.

CUT TO:



[INT. CLOCK TOWER -- NIGHT]  

(HELENA steps into the room where BARBARA is.)  

HELENA:  He murdered her.  I got to do something.

BARBARA:  What are you going to do?

HELENA:  I don't know.  Tear him apart?

BARBARA:  He's in Arkham for the rest of his life, where he belongs.  I 
shouldn't have let you go.

HELENA:  You knew, didn't you?

BARBARA:  Helena ...

HELENA:  That's why you didn't want me to talk to Clayface.  You didn't want me 
to find out the truth.

BARBARA:  No, I didn't know for sure.

HELENA:  How could you keep this from me?

BARBARA:  Because when the rumors first circulated, you were too young, and then 
after, Clayface was in Arkham.  I didn't see the point.

HELENA:  The point?  The point is knowing who killed my mother.

BARBARA:  Why?  So you could exact revenge?  That's not what we do, Helena.

HELENA:  Yeah.  You keep saying that like you somehow know exactly what's inside 
of me.  You don't, Barbara.  You have no idea who I am.

(With one last look at BARBARA, HELENA leaves.)

CUT TO:



[EXT. STREET -- NIGHT]  

(WILL KRONER opens his metal briefcase and takes out a cylinder.  He hands it to 
CHRIS CASSIUS.)

WILL KRONER:  Here's the new formula ... and I'll be going now.

CHRIS CASSIUS:  Not so fast.  I need to make sure it works.

(CHRIS CASSIUS drinks it.)

WILL KRONER:  Well?  How do you feel?

CHRIS CASSIUS:  Powerful.

WILL KRONER:  Great.

CHRIS CASSIUS:  Now I just need to test it.  (he turns and looks at KRONER.)  
Any volunteers?

WILL KRONER:  Please.  I did every thing that you asked.

(KRONER takes a step back.)

CHRIS CASSIUS:  And I'm grateful.  You're just in the wrong place at the wrong 
time.

(CHRIS CASSIUS turns around and grabs KRONER'S hand.  Though we don't see it, 
there's a morphing sound.)

CUT TO:



[EXT. STREET -- NIGHT]  

(The streets are empty as HELENA walks out into the night.)  

BARBARA: (over comm)  Huntress, are you there?

(Still angry, HELENA doesn't answer.)

BARBARA:  (over comm)  Okay, fine, then just listen.  Kroner called Reese.  We 
have an address for Chris Cassius.

(HELENA paces the street.)

HELENA:  Good.  I need somebody to hit.

INTERCUT WITH:

[INT. CLOCK TOWER - NIGHT]

BARBARA:  Okay, just --just be careful.

HELENA:  (irritated)  I'll be fine.

BARBARA:  All it takes is skin-to-skin contact for --

HELENA:  (interrupting)  Look, if something happens, you've got the antidote.  
I'm out.

(BARBARA doesn't say anything.)

CUT TO:



[INT. CASSIUS' RESIDENCE -- NIGHT] 

(The latest statue stands in the middle of CHRIS CASSIUS' room.  He sits staring 
at it while drinking a cup of tea.)  

(He stands up to get himself another cup when HELENA comes crashing down through 
the skylight.)

CHRIS CASSIUS:  What the hell?

HELENA:  It's over, junior.  I've got the antidote to your touch.  Turns out 
you're not as powerful as you thought.

(For some reason, this doesn't phase CASSIUS.  He looks at her.  HELENA turns 
and looks at the clay statue behind her, then back at CASSIUS.  CASSIUS takes a 
step forward and hurls the tea cup in his hand at the clay statue.)

(The statue explodes.)

(Pieces of clay that was WILL KRONER crashes everywhere.  HELENA is surprised 
and thrown off her feet.  CASSIUS dives for over behind the counter and slowly 
stands when its over.)

CHRIS CASSIUS:  (smugly)  You were saying?

FADE OUT.

(COMMERCIAL SET)



FADE IN.

[INT. CASSIUS' RESIDENCE -- NIGHT]

(We continue where we left off.  HELENA has her back up against the wall.)  

HELENA:  Oracle.

INTERCUT WITH:

[INT. CLOCK TOWER - NIGHT]

BARBARA:  What's happening?

HELENA:  Something's different.  His newest clay thing just exploded.

BARBARA:  Huntress, get out of there.

HELENA:  It's nothing I can't handle.

(CHRIS CASSIUS walks out and toward HELENA.  She steps back trying to avoid 
him.)

CHRIS CASSIUS:  My father was right.  You are beautiful.

HELENA;  And I bet under all that makeup, you're just a shard off the old pot.

CHRIS CASSIUS:  Clay humor --how original.  It's a pity about my dad killing 
your mom.

HELENA:  It's a pity that you're going to be the one that pays for it.

CHRIS CASSIUS:  Come now, Huntress, you're no match for me.  We both live in the 
shadow of our fathers.  Yours was the goody 2-shoesvigilante Batman, while I, on 
the other hand, come from purely homicidal stock.

HELENA:  Maybe I'm not daddy's little girl.

BARBARA:  Helena, don't do this.  Get out. If he touches your skin, you're dead.

HELENA:  All I need is one clear shot.

BARBARA:  No, it's too dangerous.  Get out -- now!

(CHRIS CASSIUS rushes forward.  HELENA jumps up and out of the place through the 
skylight.)

(CHRIS CASSIUS doesn't follow.)

CUT TO:



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

(Camera pushes in toward the Clock Tower.)

CUT TO:



[INT. CLOCK TOWER - DAY]

(HELENA is back at the Clock Tower, still angry at everything.)

HELENA:  I should have killed his kid when I had the chance.

BARBARA:  We're not in this for revenge, Helena.

HELENA:  Fine. Call it justice.  I could have stopped him ... gotten payback for 
my mother.

BARBARA:  Look, it was foolish of you to even confront Chris without some kind 
of protection.  You could have been killed.

DINAH: What do we do now?

BARBARA:  We find him and go after him prepared.

HELENA:  You know, Chris said something about us living in the shadow of our 
fathers.  Maybe he wants to outdo Clayface in a public way.

BARBARA:  Wait a second. Years ago, Clayface hatched a plan to take down New 
Gotham's power elite.

HELENA:  Right. He mentioned that.

BARBARA:  Yeah, I think it was some kind of fundraising event.

(BARBARA turns around and checks the computer.  The invitation pops up on 
screen:

[ANNUAL NEW GOTHAM FASHION SHOW
HONOREES / DESIGNERS / CONTACT / DIRECTIONS

"The Committee of New Gotham Charities requests the pleasure of your company at 
the Annual Fashion Show Benefit to be held on the evening of Saturday the tenth 
at seven o'clock for the benefit of New Gotham Charities."   ]

BARBARA:  The annual New Gotham charities fashion show -- it's tonight.  Alfred! 

ALFRED PENNYWORTH:  Miss Barbara?

BARBARA:  That invitation you had --what'd you do with it?

(ALFRED takes out the invitation from inside his jacket pocket.  He holds it out 
to her.)

ALFRED PENNYWORTH:  I thought you might change your mind.

BARBARA:  It's at 9:00, and we still need a way to neutralize him.  

HELENA:  Let's get busy.

(HELENA walks away.)

SHORT TIME CUT TO:



[INT. CLOCK TOWER -- NIGHT]  

(BARBARA is still working on finding an antidote.  ALFRED walks into the room.)  

ALFRED PENNYWORTH:  Miss Barbara ... we need to talk.  It's about you and Master 
Wade.

BARBARA:  Alfred, I told you --

ALFRED PENNYWORTH:  I know what you said, but I also know that you care for him.  
Perhaps you even love him.  That's why I've decided to take matters into my own 
hands.

BARBARA:  Meaning what, exactly?  

(The elevator doors open behind ALFRED and WADE walks in.  BARBARA sees him and 
gasps.)

BARBARA:  Alfred.

ALFRED:  I know.  It's not a good time.  But then again, when is?  

(ALFRED turns and leaves.  WADE walks up to BARBARA.)

WADE BRIXTON:  You're a crimefighter.  And headquarters is ... behind the clock 
in the New Gotham clock tower.  That's why you had to cancel our vacation?  It's 
like I don't even know you.

BARBARA:  We should really talk about this, but unfortunately, there's this guy 
out there that's turning people into clay, and I really need to get --

WADE BRIXTON:  Clay?  Clay?  Is that some kind of joke?

BARBARA:  No.  Actually, it's the by product of a toxic compound combined with 
specific DNA.

WADE BRIXTON:  Who are you?  Look, look, this is way too much for me to absorb.  
I-I just need some time-time to think.

BARBARA:  Wade.

(WADE turns around and heads back to the elevator.)

WADE BRIXTON:  I'll -- I'll see you around.

(WADE leaves.  HELENA and DINAH walk into the room, just seeing WADE in the 
elevators.)

HELENA:  Was that Wade in here?

(BARBARA turns and heads back to the computers.)

BARBARA:  I don't want to talk about it.

DINAH:  No, this is major.  We have to talk about it.

BARBARA:  Look, forget about Wade.  We have a job to do.

HELENA:  Okay, what about the cameras?

BARBARA:  Done.  I'll be directing things from here.  Helena, you're going to be 
going undercover.

DINAH:  What's with these?

BARBARA:  Oh.  Throw these at Chris.  They'll release an inhalable latex.  When 
he breathes it in, it'll react with his system and block his power.

DINAH:  So we can stop him.  Exactly.

HELENA:  That's not all I'll do to him.

BARBARA:  Helena, we've been through this.  We don't kill.  End of story.

HELENA:  (flippant)  Whatever you say, Barbara.

(HELENA leaves.)

CUT TO:



[INT. NEW GOTHAM CHARITIES FASHION SHOW -- NIGHT]  

(Camera moves in toward the New Gotham Charities Fashion Show Event.  The 
Fashion Show is underway and the audience sits around the stage.)

FASHION SHOW HOST:  This next number we just call:  Cappuccino.  

(DINAH is in the audience walking around looking for their suspect.)

DINAH:  (to comm)  Oracle, no sign of him yet.

INTERCUT WITH:

[INT. CLOCKTOWER - NIGHT]

(BARBARA monitors the event over the security camera system.)

BARBARA:  There's a man, dark hair, near the woman in the blue dress.  Get a 
good look.

(The camera zooms in but only catches the dark-haired man's back.)

(DINAH walks past the man and looks.)

DINAH:  No, not him.

BARBARA:  All right, stay focused, Dinah.  Chris is there ... somewhere.  (over 
comm)  How's Helena doing?

DINAH:  I haven't seen her yet ... (DINAH giggles)  ... but I can't wait.

(Camera follows DINAH as she continues to patrol the audience.  It then swerves 
over to the bar where HARLEEN QUINZEL sits, with her drink in front of two men 
in tuxes.)

CUT TO:



[BACKSTAGE - NIGHT -- CONTINUOUS]   

(HELENA sits in front of the make-up mirror with her open make-up kit on the 
table.)  

BARBARA: (from comm)  Huntress, everything okay?

HELENA:  (to comm)  Hey, the next time you say "undercover," remind me not to 
hear you.  And how am I supposed to kick ass in front of New Gotham's elite?

BARBARA:  You'll figure something out.  You see anything unusual backstage?

(HELENA passes in front of the mirror and stops.  She looks at herself.)

HELENA:  Aside from my outfit?  No. Nothing.

(A woman taps HELENA on her shoulder.  HELENA whirls around.)

HELENA:  What?

MODEL:  We're on.

(The MODEL leaves.  HELENA braces herself.)

HELENA:  Right.

(HELENA leaves the backstage area.)

HELENA:  Okay.

(HELENA heads out.  She walks right by a rack of clothes where CHRIS CASSIUS is 
hiding.  He sees her walk by.)

CUT TO:



[IN FRONT - NIGHT -- CONTINUOUS]  

(The fashion show continues.)  

FASHION SHOW HOST:  The lady of the night, a throw-back to a bygone era ... with 
a look so tantalizing, I say that she shouldn't be out after dark ...

(HELENA walks out on stage along with the other models.)

(BARBARA watches on the monitors.)

BARBARA:  Looking good, Huntress.

HELENA:  (mutters) Yeah, well, at least I haven't tripped yet.

(HELENA does her turn around the stage, all the while checking out the audience 
for their suspect.  When she's done, she walks off of the stage.)

(REESE walks up to her.)

REESE:  Wow.

(HELENA turns around and sees REESE.)

HELENA:  Ha ha.  I thought you were checking the perimeter.

REESE:  Oh, I was.  I wanted to check in with you.

(For a moment, he doesn't say anything.  He simply gawks at her, clearly 
appreciating how she looks tonight.)

HELENA:  You okay?

REESE:  Oh, yeah, yeah, I'm --I'm fine.  It's just, uh ... you look nice.

(HELENA glances down at her dress.)

HELENA:  Yeah, thanks.

REESE:  So, listen, um ... what do you say, once all this is over, we go and 
have that first date we were talking about?

HELENA:  (suddenly serious)  When this is over and I do what I need to do, I 
don't think you're going to want that first date.

REESE:  (puzzled)  Why is that?

BARBARA:  (over comm)  Huntress, Dinah's finished up front.  Meet her backstage.

HELENA:  (to REESE)  I got to run.

(HELENA leaves REESE standing there.)

CUT TO:



[INT CLOCKTOWER -- NIGHT]

(The elevator doors open and WADE walks in.  He's dressed in jeans with his 
hands behind his back.  BARBARA looks over at him.)  

BARBARA:  Wade.

(She turns back to the monitors.)

BARBARA:  What are you doing?

(BARBARA rolls her chair back from the monitors toward WADE.)

WADE BRIXTON:  Well, uh ... peace offering.  

(He holds out a plastic bag of food.)

WADE BRIXTON:  Look, about what I said, I gave it some thought and  -- 

(BARBARA is listening to WADE, but her attention is on the monitors.)

WADE BRIXTON:  Could you at least look at me when I'm talking to you?

BARBARA:  Wade, I'm sorry.  I have to work here.

WADE BRIXTON:  I'm just trying to talk to you.  Why does that have to be so 
hard?

(BARBARA sighs and turns the sound off on the monitors.  She turns around to 
look at WADE.)

CUT TO:



[FASHION SHOW - NIGHT -- CONTINUOUS]  

(The fashion show continues.  Only this time, the "model" on stage grabs a gun.  
Other criminals milling about in the audience grab guns and holds them on New 
Gotham's Elite.)  

(The bartender jumps over the counter also brandishing his own weapon right in 
front of HARLEEN QUINZEL who doesn't appear to be phazed in the slightest.)

CHRIS CASSIUS:  Ladies and gentlemen, I direct your attention to the entrances, 
now well-guarded.  There is no escape.  I have a list of demands.  First, I want 
a television crew.  I want my Father Clayface, currently residing in Arkham 
Asylum, to see how I will accomplish what he could never do -- the greatest 
artistic achievement in New Gotham history.

(One of the patrons sitting at a small table in front of the stage stands up.)

CLAYFACE:  No need for that, son.  I'm already here.

(Right in front of everyone's eyes, CLAYFACE'S appearance morphs.)

CHRIS CASSIUS:  (confused)  Dad?  

(He stands there staring at his father.)

CHRIS CASSIUS:  What a surprise.  I thought you --

CLAYFACE:  Oh, cut the crap, sonny boy.  You thought that I was safely locked 
away, out of touch and past my prime.  

CUT TO:



[INT CLOCKTOWER - NIGHT -- CONTINUOUS]  

(Back at the clocktower, WADE tries to have the important "relationship" 
discussion with BARBARA, her attention completely on him, her back to the 
monitors.)  

WADE BRIXTON:  Our relationship is the most important thing in my life, and --

(WADE stops as the action on the monitors catch his attention.)

WADE BRIXTON:  Uh, Barbara?  

(WADE indicates the monitors.  BARBARA turns around to look at the screens.)

BARBARA:  It's Clayface.  

[FASHION SHOW - BACKSTAGE - NIGHT]

(HELENA and DINAH stand next to each other backstage, completely unaware of 
what's happening out front.)

HELENA:  Where?

BARBARA:  (from comm)  On stage. They've got the room held hostage.

(HELENA turns to head for the front.)

HELENA: Yeah, not for long.

(DINAH follows after her.)

DINAH:  We need a plan.

HELENA:  The plan is to kill him.    How's that?

(HELENA turns around and comes face to face with one of the MODELS in a red wig 
cocking a gun.  HELENA stops.)

HELENA:  (to DINAH)  Okay. We need a plan.

(Camera holds on HELENA and DINAH.)

FADE OUT.

(COMMERCIAL SET)



FADE IN.

[INT. FASHION SHOW - OUT FRONT - NIGHT]  

(CHRIS CASSIUS and CLAYFACE continue their discussion.)  

CHRIS CASSIUS:  Dad, this is all about you.

CLAYFACE:  No, this Is all about you trying to prove that you're better than 
your old man.

CHRIS CASSIUS:  Well, dad, you are outdated.  I'm younger, and I've got the 
power.

CLAYFACE:  Nobody ... 

(CLAYFACE puts his hand on CHRIS CASSIUS' shoulder.)

CLAYFACE:  Upstages me, not even you.

(With his hand on his son's shoulder, CLAYFACE tries to make eye contact with 
CHRIS who appears to avoid looking at his dad.)

(Cut to:  The Clock Tower.  On the monitors, BARBARA focuses on the two men, the 
camera zooming in toward CLAYFACE'S hand on his son's shoulder.)

CUT TO:



[INT. BACKSTAGE - NIGHT -- CONTINUOUS]  

(Meanwhile, HELENA and DINAH face the gunwoman.)  

HELENA:  So ... about this plan.

DINAH:  Oh.  (to the GUNWOMAN)  Do you believe her?  Stubborn, pigheaded, never 
listens to a word you say until she's the one in trouble.  And then ... Bamm.

(With the GUNWOMAN'S attention on DINAH, HELENA smoothly knocks the gun out of 
her hands and kicks the GUNWOMAN to the side.  The GUNWOMAN goes down.)

HELENA:  (to DINAH)  "Pigheaded"?  (She hands the gun to DINAH)  (to comm)  
Oracle, we're here.  What have we got?

(HELENA and DINAH heads out to the front.)

(Back at the Clock Tower, BARBARA reports while WADE watches quietly from the 
side.)

BARBARA:  Okay, I count four guns total.  Two semiautomatic on stage, two at the 
entrances.  

(WADE glances impressively at BARBARA as she works.)

BARBARA:  Take the entrances first.  Then use Reese to get everyone out of 
there.

HELENA:  (from comm)  We're on it.

CUT TO:



[FASHION SHOW - OUT FRONT - NIGHT -- CONTINUOUS]  

(CLAYFACE and CHRIS CASSIUS continue their talk.)  

CLAYFACE:  Don't worry.  I did the same thing to my father.

(CHRIS CASSIUS doesn't say anything.  CLAYFACE turns to stand next to CHRIS 
while addressing the patrons.)

CLAYFACE:  Ahem.  Tonight, ladies and gentlemen, you're in for a very special 
treat.

(Behind everyone, DINAH walks up toward the group.  One of the GUNWOMEN at the 
edge of the group standing behind REESE swerves around and points the gun at 
DINAH.)

(She gasps and holds out her hands.)

DINAH:  Please don't shoot.

CLAYFACE:  (b.g.)  Not only is this our first collaboration, but it is also my 
most horrifying masterpiece to date.

(From the other entrance, HELENA also approaches the other GUNMAN.  She knocks 
him out.)

(As soon as she reaches the GUNWOMAN, DINAH grabs the gun and knocks him out, 
efficiently.  REESE turns around.)

REESE:  Dinah, where's Huntress?

DINAH:  Causing a distraction.  Let's get everyone out of here.

(DINAH starts moving the patrons standing in the back near the bar out.)

CLAYFACE (b.g.)  All of you will be immortalized in clay.

(She turns to look at HELENA.)

(HELENA knocks another GUNMAN down to the ground at CHRIS CASSIUS' feet.)

CHRIS CASSIUS:  Shoot her.

(The GUNWOMAN on stage starts firing.  HELENA jumps over the bar for cover.  The 
bullets miss her and hit the glass on the counter and behind the bar.)

(The GUNWOMAN continues to fire at the bar where HELENA is.)

(She stops firing and everything pauses as she waits for some sign of HELENA 
behind the bar.)

(On the monitors, BARBARA also keeps an eye out for HELENA.)

(Suddenly, HELENA appears behind the GUNWOMAN and knocks her feet out from under 
her.  She falls to the ground.)

(A second GUNWOMAN steps forward.  HELENA reaches out and hits her in the face.  
She tosses her to the ground.)

(HELENA turns around and looks at CLAYFACE.)

CLAYFACE:  (to CHRIS)  I am not going back to Arkham.  Get her.

CHRIS CASSIUS:  (smiles to HELENA)  You'll make a lovely statue.

(HELENA lifts her arm and throws the compound at CHRIS.  It breaks at CHRIS' 
feet sending a puff of white smoke up toward his face.)

HELENA:  Breathe, Junior.

CHRIS CASSIUS:  Ooh.  Huntress and her little toys.  I'm so scared.

(He takes a couple steps toward her.  He reaches out and grabs her upper arm.)

(Nothing happens.)

CHRIS CASSIUS:  What's happening?  What have you done?

HELENA:  It's my own creation.

(HELENA knocks his hand away from her and kicks him hard sending him backward.)

(He rushes for her and she picks him up and tosses him toward the fountain in 
the center of the stage.  He lands in the water out cold.)

(HELENA turns around to face CLAYFACE.)

CLAYFACE:  You recognize this?

(CLAYFACE opens the switchblade knife in front of him and shows it to HELENA.)

(Quick flashback to:  YOUNG HELENA KYLE kneels next to her mother, crying.)

YOUNG HELENA KYLE:  Somebody stop him!

(Flash to the knife on the roadway in the rain.)

(End of flashback.  Resume to present.)

(He swings.  HELENA dodges.  He thrusts.  She blocks.  The two fight.  He kicks 
her and she falls to the ground.  She looks up at him.)

CLAYFACE:  First I kill the mother, now I kill the daughter.  That's almost 
poetic.

(He moves forward, HELENA moves, then gets to her feet and kicks him back.  
CLAYFACE flips the knife over and gets a better grip on it.  He steps forward 
and attacks her.  She grabs his arm and flips him over.)

(His hand is still over the knife.  HELENA grabs his hand and poises the knife 
over him.  One hand is on his hand holding the knife, the other hand on his neck 
keeping him down.)

HELENA: You killed my mother.  Now I'm going to kill you.  That is poetry.

CLAYFACE:  Oh, look at you, Helena, huh?  The rage.  And you look so beautiful.

BARBARA:  Helena, no.  This is what he wants -- to make you a killer.  Don't do 
it.  Think about what you're doing.  Don't do it.  Don't let him win.

HELENA:  Don't worry, Oracle.  

(HELENA swings and knocks CLAYFACE out.)

HELENA:  I wouldn't give him the pleasure.  I did enjoy seeing him squirm.

HARLEEN QUINZEL:  Very impressive, Helena.

(HARLEEN QUINZEL steps forward.  HELENA looks up at her.)

HELENA:  Dr. Quinzel.

HARLEEN QUINZEL:  It's okay.  I understand.  This is the part of your life you 
couldn't tell me about.

HELENA:  I suppose it is.

HARLEEN QUINZEL;  Now that I know the truth, maybe you should reconsider 
therapy.  I think I can really help.

HELENA:  Maybe you can.

(DR. QUINZEL smiles.)

(Back at the Clock Tower.)

BARBARA:  Well, I guess the secret's out.

(BARBARA turns to look at WADE.)

WADE BRIXTON:  So is it over?

BARBARA:  Yeah ... for now.  You know, Wade ... you're the only boyfriend that's 
ever seen this place.

WADE BRIXTON:  Well, I got to say, I'm, uh, I'm impressed, but I'm also a little 
nervous.  I mean, my girlfriend, who I thought was a mild-mannered 
schoolteacher, is actually a, uh ... high-tech crimefighter.  It's a little, um 
... overwhelming.

(They lean in toward each other and kiss.)

CUT TO:



[EXT. FASHION SHOW -- NIGHT]  

(REESE stands in front of the officer, filling him him.  The various patrons are 
leaving the place.)  

(REESE turns around and walks toward HELENA.)

REESE:  Well ... you almost killed that man.

HELENA:  Not really ... even though I wanted to more than anything.

REESE:  Yeah, well, you didn't.  So, what do you say we try that dinner?

HELENA:  Yeah.  Or we could ... go straight to dessert.

(They lean in close to each other and kiss.  REESE pulls back a bit.)

REESE: Yeah.  We could do that.

(REESE leans back in toward her and they kiss.)

FADE TO BLACK.

==========================
END OF EPISODE 
1X12: FEAT OF CLAY
==========================
Contact the Transcriptionist at (intrepidly002@yahoo.com)

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

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

==========================
TITLE/OPENING CREDITS 
==========================
BIRDS OF PREY
1X12:  FEAT OF CLAY
PROD #175461
ORIGINAL AIR DATE ON WB:  02/19/2003
TRANSCRIBED FROM WB

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

and
MIA SARA as Dr. Harleen Quinzel

Developed for Television by: LAETA KALOGRIDIS

Guest Starring
SHAWN CHRISTIAN as Wade Brixton

IAN REED KESLER as Chris Cassius (1X12)
KIRK BALTZ as Clayface (1X12)

PATRICK FISCHLER as Dr. Wil Kroner (1X12)
STEVE HYTNER as Dr. Franklin Rominic (1X13)

Producer:  EDWARD KITSIS
Producer:  ADAM HOROWITZ

Co-Executive Producer:  LAETA KALOGRIDIS
Co-Executive Producer:  HANS TOBEASON
Co-Executive Producer:  MICHAEL KATLEMAN

Produced by:  PETER GIULIANO
Executive Producer:  RON KOSLOW

Written by:  ADAM ARMUS & KAY FOSTER
Directed by:  JOE NAPOLITANO

==========================
END CREDITS 
==========================
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)

Co-Producers:  ADAM ARMUS
Co-Producers:  KAY FOSTER

Associate Producer:  HAYLI HALPER

Director of Photography:  CHRIS FALOONA
Production Designer:  MICHAEL HELMY
Editor:  MICHAEL S. STERN

Music by MARK SNOW

Unit Production Manager:  BOB WILSON
First Assistant Director:  MICHALE NEUMANN
Second Assistant Director:  ROBERT SCHROER

Casting by DEEDEE BRADLEY, C.S.A.

Co-Starring
BRAD BLAISDELL as Guard #1
TED UNDERWOOD as Guard #2

Visual Effects Supervisor:  DAVID TAKEMURA
Stunts and Fights by:  HIRO KODA

Costumes by: SARA MARKOWITZ SAMUELS
Set Decorator:  CYNTHIA LEWIS
Property Master:  RICHARD HOBAICA

Make-up:  MICHELLE VITTONE-McNEIL
Hairstylist:  KELLY KLINE
Script Supervisor:  DIANE DURANT
Production coordinator:  KEVIN MALLOY

Music Supervisors:  MADONNA WADE-REED and JENNIFER PYKEN
Sound Mixer:  TIM COONEY
Re-Recording Mixers:  TODD GRACE / RUDY PI
Music Editor:  CHRIS McGEARY
Supervising Sound Editor:  BOB REDPATH

"Revolution" Performed by AIMEE ALLEN
Visual Effects by:  MODERN VIDEOFILM
Wheelchair Provided by PRIDE MOBILITY PRODUCTS CORP.

Based on DC COMICS CHARACTERS

Color by IMAGELAB

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) 2003 Warner Bros. Television.  All Rights Reserved.

#175461

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, 07/19/2003~lky
http://www.webphilia.com/~anthology/wnp.html