BIRDS OF PREY
1X13:  DEVIL'S EYES
PRODUCTION #175462
ORIGINAL AIR DATE ON WB:  02/19/2003
TRANSCRIBED FROM WB

Teleplay by:  HANS TOBEASON
Story by:  ADAM ARMUS &  MELISSA ROSENBERG
Directed by:  ROBERT J. WILSON

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

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

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:  Harley Quinn acquires meta-human abilities and finally makes her move.  
She goes after Helena and systematically uses her to destroy Barbara and the 
entire New Gotham City.
==========================
BIRDS OF PREY
1X13:  DEVIL'S EYES
==========================



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. NO MAN'S LAND -- 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. NO MAN'S LAND -- 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 that 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

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

DISSOLVE TO:
END OF INTRODUCTION



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

(HELENA stands near the windows looking outside.  She's happier than we've ever 
seen her.  DR. QUINZEL stands in the office behind her.)  

HELENA: I don't know, I feel -- I feel like I've been born again, only without 
the diapers and crying. 

(She chuckles.  HELENA turns around to look at DR. QUINZEL.)

HARLEEN QUINZEL:  It's a major transition, Helena.  You know, cultures 
throughout history have used the birthing method to characterize the way you 
feel.

HELENA:  Yep. Well, they get the feeling naked part pretty well down.

HARLEEN QUINZEL:  You have exposed yourself ... revealed your secret identity -- 
albeit inadvertently to me.  Now you've crossed over the threshold that was 
holding you back, and you're no longer defined by your secret.  You're defined 
by you.  Hmm?  Not "the bartender," not "the crimefighter," ... just you.

HELENA:  Me ... Me. (she chuckles.)  Someone I've been wanting to meet.

(HELENA walks back into the office and stops in front of DR. QUINZEL.)

HARLEEN QUINZEL:  Let's try an exercise.  I want you to close your eyes.

HELENA:  Oh, I-I don't do the closed eyes thing.

HARLEEN QUINZEL:  Oh, you can trust me.

(HELENA looks at HARLEEN QUINZEL, then closes her eyes.)

HARLEEN QUINZEL:  (pleased)  Good.  All right.  All right. Now I want you to 
answer, without thinking, if it's Helena or Huntress speaking, okay? 

HELENA:  Okay.

HARLEEN QUINZEL:  All right.  Now, you're worried ... very worried.  You can't 
keep your finger in the dike forever.  Your secret's going to get out.

(She walks around HELENA.)

HELENA:  I have a job to do. I can't do that if everyone knows who I am.

HARLEEN QUINZEL:  Why?

HELENA:  There's a definite advantage to having an air of mystery.  The less 
people know about you, the bigger the edge.

HARLEEN QUINZEL:  Helena ... Who knows you best?

HELENA:  Oh, Alfred and Barbara.

HARLEEN QUINZEL:  Alfred?

HELENA:  Alfred Pennyworth. He was my dad's butler.  Seems like he's been around 
forever.  He's always keeping an eye on me and the others.

(This piques her interest.)

HARLEEN QUINZEL:  Others?

HELENA:  Yeah ... other people.  People with secrets the same as mine.

HARLEEN QUINZEL:  How many of you are there?

HELENA:  In New Gotham?  Uh, just Barbara, Dinah and myself.

(HELENA starts to hesitate.)

HARLEEN QUINZEL:  What?

HELENA:  Things are changing.

HARLEEN QUINZEL: (prompts)  Tell me.

HELENA:  Well, Barbara told someone the secret as well, and I think it's someone 
that ... that she's falling in love with.

HARLEEN QUINZEL:  Do you think she's made a mistake?

HELENA:  No. No, I don't.  He may crowd the place a bit, but Wade makes her 
happier than she's ever been.  

HARLEEN QUINZEL:  Wade ... 

HELENA:  Brixton.  He teaches at the same high school as Barbara.

HARLEEN QUINZEL:  Wade Brixton.  He knows, too, huh?  Pretty soon you should 
just take out a full-page ad, unload all your secrets on New Gotham in one fell 
swoop.  But secrets drain your soul ...

(HELENA opens her eyes and finds DR. QUINZEL standing in front of her.)

HARLEEN QUINZEL:  ... paralyze the body.  And I wouldn't be any kind of 
psychiatrist if I didn't do everything I can to relieve you of that burden.  But 
we're out of time.

(HELENA glances down, then back at DR. QUINZEL.)

HELENA:  Thank you.

HARLEEN QUINZEL:  Mm.

HELENA:  Thank you.

(HELENA leans forward and hugs DR. QUINZEL.)

HARLEEN QUINZEL:  No, thank you, Helena.  You know, this is every bit as 
satisfying for me as it is for you.

CUT TO:



[EXT./INT. SECRET SCIENTIST LABORATORY -- NIGHT

(Inside the lair, DR. FRANKLIN ROMANIK rushes around the room trying to get the 
large machine to work.  In the middle of the room are two chairs with hat-like 
attachments to it.  DR. QUINZEL sits waiting in one, and an unconscious man in a 
green jacket sits in the other.)  

FRANKLIN ROMANIK: The meta-human transfer machine isn't synced up yet.

HARLEEN: Just two simple little words, doctor -- "I'm ready."  Can you say them 
for me, please?

(Dr. FRANKLIN ROMANIK turns around to face DR. QUINZEL.  He's frantic.)

FRANKLIN ROMANIK:  Uh, no!  It's not calibrated!  I don't know if the 
oscillators are stable, the hysteresis module is questionable ...

HARLEEN QUINZEL:  Blah, blah, blah.  Blah, blah, blah!  (eagerly)  Let's just do 
this thing, shall we?

FRANKLIN ROMANIK:  We shall!

(FRANKLIN ROMANIK runs over to the other side of the room where there's a large 
flip switch in the panel.  He pulls the switch handle down and the machine 
spurts to life.)

(The MAN under the hood in the green jacket starts screaming.  DR. QUINZEL sits 
under her own hat, her eyes squinting. Electricity spurts everywhere.)

(Everything dies down.  The chair that the man in the green jacket sits in is 
smoking.  DR. ROMANIK rushes to check on him.)

FRANKLIN ROMANIK:  No!

(He pulls the hood off of the man in the chair.  He checks for a pulse and finds 
nothing.)

FRANKLIN ROMANIK:  He's dead!  He's dead!

(DR. QUINZEL doesn't really care.  She's checking herself out, then stands up.)

FRANKLIN ROMANIK:  The transfer machine -- it's destroyed!

HARLEEN QUINZEL:  None of which matters if the transfer was successful.

FRANKLIN ROMANIK:  I did as you asked!  I-I -- it wasn't ready, but I can build 
another one!

HARLEEN QUINZEL:  Shh. Relax, doctor.  Maybe it worked.  Shall we see?

(Camera close up of HARLEEN QUINZEL'S left eye as it blackens over completely.  
Inside her eyes are swirls of golden light as the meta-human power activates.)

HARLEEN QUINZEL:  (echoing)  Will you do anything I ask?

(She blinks and it's gone.)

FRANKLIN ROMANIK:  (trance-like)  Yes.

HARLEEN QUINZEL:  (quietly)  Pat your head.

(FRANKLIN ROMANIK lifts his left hand and pats the top of his head.  HARLEEN 
QUINZEL watches eagerly, her eyes widening with glee.)

HARLEEN QUINZEL:  (louder)  Hop!

(FRANKLIN ROMANIK starts hopping.)

HARLEEN QUINZEL:  (laughs hysterically)  Ha ha ha ha!  (stops laughing and says 
seriously)  Now ... run and jump out the window.

(FRANKLIN ROMANIK turns and hops over to the window.  HARLEEN QUINZEL watches 
and laughs utterly taken while watching him.)

HARLEEN QUINZEL:  Ha ha ha!  

(FRANKLIN ROMANIK dives out of the window.)

HARLEN QUINZEL:  (mutters)  Looks like it worked.

(She smiles.)

CUT TO:
END OF TEASER
ROLL TITLE CREDITS.

(COMMERCIAL SET)



FADE IN.

[EXT. STREET OUTSIDE LAB -- NIGHT]

(Down below on the street, the body of FRANKLIN ROMANIK is covered.  REESE and 
HELENA discuss the case.  Camera moves down around the crime scene, then moves 
up toward the fire escape.)

REESE:  (o.s.)  This guy took the sidewalk dive.  He's Dr. Franklin Romanik.  
Exit point was right here --third-story window.  The room's filled with a bunch 
of pretty weird electrical gear.

HELENA:  (o.s.)  And that one?

REESE:  (o.s.)  That one --he's unidentified.  He was tied to a chair in the 
room with his eye sockets all burned out.

HELENA:  (o.s.)  Kinky.

REESE:  (o.s.)  Yeah, maybe, but definitely not consensual.

HELENA:  (o.s.)  So, what's your take?

(We see REESE and HELENA out on the fire escape discussing the case.)

REESE:  I don't know.  I mean, there's no sign of struggle, no indication 
Romanik was pushed, and no cause of death on the other guy, so nothing's adding 
up.

HELENA:  So there I was, feeling lonely and vulnerable, thinking you triggered 
the batring 'cause you missed me.

REESE:  What, and risk a lecture from Oracle?  I don't think so.  Besides, Miss 
Helena Kyle -- mm-hmm.  See, I know who you are, remember?  All I have to do is 
pick up the telephone and press some buttons. 

HELENA:  Is that a promise?

REESE:  Oh, no, no.  No, you don't.  I don't make promises while I'm on duty.  
What's going on with you tonight?  I mean, you're different.  I mean, you're 
just --you seem happy.

HELENA:  Is that a bad thing?

REESE:  No, no. Of course's n not a bad thing.  Look, anyway, there's an ATM 
across the street.  It's got a surveillance camera inside.  It should have a 
view of the only door to the building.  But, come on, you know as well as I do 
it could take the D.A.'S office24 hours to get a warrant for that video, so ...

(HELENA glances down below where the officers are taking the body away.)

HELENA:  So ... you think I can do it better.  (REESE smiles at her.  She's got 
it in one.)  You know, Detective, that sounds a lot like entrapment.

REESE:  No, no, no.  See, it's only a whole lot like entrapment if there's 
actually a trap.

HELENA:  But it's still bad, right?

REESE:  You tell me.

HELENA:  Okay, I'm on it.  And, Detective ...

REESE:  mm-hmm?

HELENA:  Next time you want to press those buttons...

(HELENA turns to look at REESE, then turns away smiling.  What an invitation.  
REESE smiles at her, thoroughly enjoying this new playful mood that she's in.)

DISSOLVE TO:



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

(Camera slowly pushes in toward the Clock Tower.)

CUT TO:



[INT. CLOCK TOWER -- NIGHT]  

(BARBARA and HELENA are in the main room.  BARBARA sits behind the console while 
HELENA listens to her.)  

BARBARA:  It would have been perfect ... until Mr. Happy flush and his jolly 
band of plumbers decided to make an emergency house call.

HELENA:  So you're saying the video's useless.

BARBARA:  Well, we'll see.  I'm going to extract an image off the truck's 
mirrors and try to reconstruct the scene by using a recursive spatial algorithm.

(Obviously, this has flown over HELENA'S head, but she goes with it anyway.)

HELENA:  Excellent idea.  So, this Dr. Romanik --you know him?

BARBARA:  Knew of him.  He was working on an electro-ionic somatic dissociator.

HELENA:  (warning)  Barbara ...

BARBARA:  (changes vocabulary)  He thought he figured out how to transfer meta-
human powers from one person to another.

HELENA:  Thank you.  So, could he?

BARBARA:  Well, he had some interesting ideas, but as far as I knew, it was a 
pipe dream.

HELENA:  What about the second guy?

BARBARA:  Well, if he was meta --

WADE BRIXTON:  (interrupts loudly)  If who was meta?

(WADE walks into the room and gives BARBARA a look as he walks toward them.)

HELENA:  Oh, just some shop talk -- you know, crimefighter stuff.

WADE:  (to BARBARA)  Hi.  

BARBARA:  (to WADE)  Hey.

(He leans in and they kiss.)

(Suddenly feeling like a third wheel, HELENA jumps off of her seat on the 
counter looking a little uncomfortable.  She can't leave because they're not 
done and yet, she doesn't want to stay and watch them kiss.k)

(WADE breaks the kiss and looks at HELENA.)

WADE BRIXTON:  I'm sorry.  I'm -- I'm interrupting.

BARBARA:  Uh, no, no, no.  That's okay. Stay.  We don't mind.  (BARBARA turns to 
look at HELENA.)  Right?  

HELENA:  Right, yeah. Stay.

(WADE looks up and DINAH appears at the railing looking down at them.)

DINAH:  I'm ready.

WADE BRIXTON:  (to BARBARA)  All right. I got to go. Told Dinah I'd give her a 
lift to school.

BARBARA:  Okay.  

(He leans in and they kiss again.  HELENA turns her head.)

WADE BRIXTON:  See you later?

BARBARA: Yeah.

(HELENA looks up at DINAH who is still at the railing watching them and smiling.  
DINAH turns and leaves.  WADE leaves.)

(HELENA waves to them.)

HELENA:  (mutters)  Well, that was fun.

BARBARA:  (breathes in)  We'll get used to it.

HELENA:  Yeah, sure.

(HELENA crosses her arms and they both turn to the monitors to continue to work.

CUT TO:



[EXT. NO MAN'S LAND COLLECTABLES -- DAY]  



[INT. NO MAN'S LAND -- BAR - DAY]

(Inside, the bar is alive.  GIBSON KAFKA puts two drinks down on the counter in 
front of two women.)  

GIBSON KAFKA:  (smiling)  Here you go, ladies.

(They take their drinks and leave.  GIBSON turns back toward the center of the 
bar.)

HARLEEN QUINZEL:  (o.s.)  Do you know how to make a red devil?

(GIBSON turns around.)

GIBSON KAFKA:  (smiling)  Of course.

(Walking toward the bar is HARLEEN QUINZEL.  She takes a seat at the counter 
directly in front of GIBSON.)

(GIBSON takes the two bottles of ingredients toward the bar to mix the drink.  
He sets them on the counter.)

GIBSON KAFKA:  My name's Gibson Kafka.  I don't believe we've had the pleasure.

HARLEEN QUINZEL:  Harleen Quinzel.

(They shake hands.)

GIBSON KAFKA:  Dr. Harleen Quinzel?  Oh! Well, we have a friend in common.

HARLEEN QUINZEL:  Do we?  

GIBSON KAFKA:  Yeah - 

HARLEEN QUINZEL:  Helena Kyle.

GIBSON KAFKA:  Yeah, she's a very close friend of mine.  (He leans in toward her 
and whispers.)  Very close.

HARLEEN QUINZEL:  How wonderfully coincidental.

(GIBSON smiles thoroughly enjoying himself.  He looks at her and pauses.)

GIBSON KAFKA:  (confused)  But, uh ... you're not a meta.

HARLEEN QUINZEL:  That was true.  I wasn't meta-human until just recently.

GIBSON KAFKA:  Um...I-I don't understand.

HARLEEN QUINZEL:  You don't need to understand, Gibson Kafka.  

(As she speaks, her eyes blacken over as she turns on the meta-human powers.  
Golden swirls of light appear in her eyes.  GIBSON is completely taken.)

HARLEEN QUINZEL:  You simply need to listen.  I'm here to test a theory.  Will 
you do anything I ask?

GIBSON KAFKA:  I can't imagine why not, Dr. Quinzel.

HARLEY QUINN:  Oh, please -- Harley.  Harley Quinn.  Now ... bark.

GIBSON KAFKA:  Bark? Like what?

HARLEY QUINN:  A dog.

GIBSON KAFKA:  What kind of a dog?  Bulldog, Dane, Irish Terrier, Mastiff, 
Pekingese, Shar-pei, wolfhound?

HARLEY QUINN:  (gleefully)  You pick.

(GIBSON starts barking like a dog, high pitched and quite enthusiastic.)

GIBSON KAFKA:  That's a chihuahua.  Of course, there are many different kinds of 
animals that bark -- deer, hyena, spider monkey, squirrel, tree frog.  There's 
even a kind of locust that makes a sound very much --

HARLEY QUINN:  Stop.  You know, I didn't know my power would work with a meta-
human, but it seems you're as susceptible as anyone else.  There's just one more 
thing I'm curious about.  I want you ... to lose your mind.

GIBSON:  Stop.

(GIBSON turns his head and starts spazzing.  He babbles, barks and has a nervous 
tick.  It's not a pretty sight, although, HARLEY QUINN watches him, enjoying 
every second of it.)

(GIBSON hops onto the counter and completely looses it.  HARLEY QUINN watches 
and smiles thoroughly pleased with the results of her experiment.)

CUT TO:



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

(Camera zooms in and out between the tall buildings.)

CUT TO:



[INT. DARK HORSE BAR - DAY]

(HELENA sets up the bar.)

(BARBARA is at the Clock Tower reading a report over the monitors.)

BARBARA: Huntress, Delphi has flagged a report of a disturbance at No Man's 
Land.

HELENA:  Disturbance?

BARBARA:  Yeah.  Police report says "riot."  The store out front was trashed.

HELENA:  What about the bar?

BARBARA:  No mention.  Don't think they found it.

HELENA:  I'm on my way.

(HELENA leaves.)

CUT TO:



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

(Camera weaves between the buildings.)  

CUT TO:



[EXT. NO MAN'S LAND COLLECTABLES - SIDEWALK -- NIGHT]  

(HELENA lands on the sidewalk.  Two men crash through the large plate glass 
window.)  

HELENA:  What the hell?

(They run down the sidewalk.)

(Inside the store, there's a desperate scream.  HELENA turns around to 
investigate.)

[INT. NO MAN'S LAND -- BAR - NIGHT - CONTINUOUS]

(HELENA walks into the bar.)

HELENA:  Gibson?  Gibson, are you here?

(From somewhere inside the empty bar, HELENA hears GIBSON whimpering.)

(She follows the sound and checks behind the bar.  He's not there.  He whimpers 
again.  HELENA turns around and finds GIBSON sitting on the floor hugging a 
large plastic light shaped like a doll.)

HELENA:  Gibson, Gibson, are you okay?  What happened?

GIBSON KAFKA:  (babbling)  A sensation of peppery sweetness.  4, 39, 84 -- into 
the valley of death rode the 600!

HELENA:  Gibson, what's wrong?

GIBSON KAFKA:  Raspberry, licorice, lemon, peanut butter, mint, banana, cookie 
dough.  (to HELENA)  Make it stop. Please!  I need help.  Please.  Make it stop 
in my head.  I need help.  Please, untwist my head!

HELENA:  Stop what in your head?

(Instead of answering her, GIBSONS starts alphabet signing rapidly to himself.  
He stares at his moving fingers intently.)

HELENA:  (to comm)  Oracle, are you there?

BARBARA:  (from comm)  Yes, Huntress.

HELENA:  (to comm)  I'm at No Man's Land, and the place is trashed.  Gibson - I 
don't know.  It's like he's psychotic or something.

BARBARA:  (from comm)  Get him to a hospital.

HELENA:  I got a better idea.

(HELENA grabs GIBSON and helps him stand up.)

CUT TO:



[INT. DR. QUINZEL'S OFFICE -- NIGHT]  

(Through the glass of the closed office door, we see HELENA and GIBSON on the 
other side.)

HELENA: Come on, Gibson.  It's okay.  You'll be all right.

(HELENA knocks on the door.)

HELENA:  Dr. Quinzel?

(She pulls GIBSON into the office.  He immediately heads toward the desk and 
starts looking around.)

HELENA:  Dr. Quinzel?

(GIBSON runs over to the shelf and takes down a vase which he stacks on top of 
another object on the desk.)

GIBSON KAFKA:  (babbling)  Not enough.  Not enough shapes.  Hexagon, triangle, 
square, pentagon - 

HELENA:  Gibson, come on.  Let's go back to the Clock Tower.

(HELENA turns to the door.  GIBSON moves around the desk to follow her.  He 
turns toward the door and screams.  He sees HARLEY QUINN standing in the 
doorway.)

HARLEY QUINN:  Helena.

(GIBSON stands next to HELENA.  He's completely terrified by HARLEY QUINN.)

HARLEY QUINN:  Oh, dear.  Does somebody need my help?

(GIBSON turns and hides his face in the arm of his jacket.)

HELENA:  Yep. You were the only person I could think of that might be able to 
help him.

(Camera pushes in toward HARLEY QUINN'S look of glee.)

FADE TO BLACK.

(COMMERCIAL SET)



FADE IN.

[INT. CLOCK TOWER- NIGHT]

[VISITOR'S POV]

(The elevator doors open and someone walks into the clock tower main room.  
Camera moves around and we see that it's HELENA.  She walks up to BARBARA'S desk 
and starts looking for something.)

(BARBARA enters the room.)

BARBARA:  What happened with Gibson?

HELENA:  I left him with Quinzel.  She felt like she could help.  Is Dinah 
around?

BARBARA:  No. I sent her to get Reese and check out No Man's.

HELENA:  Why? It's the middle of the night.  What's the rush?

BARBARA:  The rush is I found out who the other dead guy is -  the guy with the 
burned out eye sockets?  Coroner finally made an I.D.  And I ran the name 
through my database, and it turns out he was meta.

HELENA:  So?

BARBARA:  So?  So his power was hypnosis.  If Dr. Romanik's device could 
actually transfer meta-human powers -- here, here.  

(BARBARA rolls over to the computer with the video on it and shows what she's 
found to HELENA.)

BARBARA:  Take a look at this.  I got an image of the suspect off the ATM video.  
Enhancement routine is just about done.  

(The computer monitor is "sharpening image" of the ATM video.)

BARBARA:  Now, I'm betting when we see that face, we're going to be seeing 
someone who stole a meta-human hypnotic power.

HELENA:  Sounds bad.

BARBARA:  Yeah, well, we'll know in a minute.  

(As they wait for the computer program, BARBARA turns to look at HELENA.)

BARBARA:  Helena, um ... I want to talk to you about Wade.

HELENA:  What's there to talk about?  

(HELENA laughs.)

BARBARA:  Well, he's not going to change us.  Nothing could do that.

HELENA:  I know.  

BARBARA:  Well, I'm just throwing it out there.  You seemed a little distant.

HELENA:  Oh, Barbara, forget it.  Everything's okay.

(HELENA steps away.)

BARBARA:  Okay.

(The computer beeps.)

BARBARA:  Enhancement's finished.  

(BARBARA turns to look at the picture on the video monitor.)

BARBARA:  It's Dr. Quinzel.

(BARBARA turns to look at HELENA who doesn't appear the least bit surprised.)

BARBARA:  Helena?

HELENA:  Oops...busted.

(HELENA hits BARBARA in the face and knocks her out.)

(HELENA laughs, then looks at what she's done.  She doesn't look the least bit 
sorry.)

CUT TO:



[INT. DR. QUINZEL'S OFFICE -- NIGHT]  

(The place is a mess.  Papers litter the floor and GIBSON can be heard muttering 
furiously to himself.)  

GIBSON KAFKA: ...Lumbar, the coccyx.  26. Pop the head.  Squeeze!  Watch your 
back, watch your back!

(HELENA walks into the office and closes the door behind her.)

HELENA:  Barbara knows.

(HELENA walks toward HARLEY who is sitting on her desk.)

HARLEY QUINN:  What happened?

HELENA:  I hit her.  Hard.

HARLEY QUINN:  That would tend to give it away.

HELENA:  But I got what you wanted.  The complete blueprint of the clock tower -
- layouts, defenses, securities, computer systems.  It's all gibberish.

(They both turn to look at GIBSON who is sitting cross-legged on the floor in 
the center of a mess.)

GIBSON KAFKA:  90 newton pounds per square inch angled at the jawline renders 
50% of the female population unconscious, as defined by the obliteration of a 
friendship!

HARLEY QUINN:  Gibson ... shut up.

(HARLEY turns to look at HELENA.)

HARLEY QUINN:  Tell me something, Helena.  Why didn't you just kill Barbara?

HELENA:  Kill her?  I don't know.

GIBSON KAFKA:  Superheroes don't kill, no matter how hard they hit their 
Barbara.

(He makes a whooshing sound and throws the doll across the room.)

GIBSON KAFKA:  Incoming --headless best friend!

(He lies on his side and covers his head with his arms.  HELENA turns to look at 
HARLEY.)

HELENA:  Maybe it's because you didn't tell me to.

HARLEY QUINN:  An oversight on my part, which we'll soon remedy.

CUT TO:



[INT. CLOCK TOWER -- NIGHT]  

(BARBARA is lying on her wheelchair out cold.  ALFRED has some smelling salts 
under her nose.  BARBARA comes to.)  

ALFRED:  Oh, good heavens, Miss Barbara, you gave me quite a scare.  

BARBARA:  Where's Helena? 

ALFRED:  She's not here.  What happened?

BARBARA:  We have a very serious problem, Alfred.

(BARBARA groggily reaches for the computer keyboard.)

BARBARA: Dinah, come in.

INTERCUT WITH:

[INT NO MAN'S LAND  BAR - NIGHT]

(DINAH and REESE are there.)

DINAH:  I read you, Oracle.

BARBARA:  I need you back here immediately.  It's Huntress.  She's been 
compromised.  And, Dinah, she's dangerous.

REESE:  What is it?

DINAH:  Something bad happened to Helena.  She's dangerous.  I got to get back.

(HELENA walks into the room.)

HELENA:  Oh, what's the big rush?

(REESE sees HELENA and instead of walking toward her, he walks away from her, 
positioning himself next to DINAH on the opposite side of the pool table from 
HELENA.)

(Like a panther cornering her prey, HELENA suddenly moves around the pool table 
toward them.  DINAH and REESE head toward the door.)

REESE:  Come on, let's go.

(They both walk in through the door into the crate elevator, REESE barely has 
time to pull the door down on her, trapping them inside.)

HELENA:  Aw, you guys aren't fun anymore.

DINAH:  Helena, this isn't you.  You're hypnotized.  You can beat it.

HELENA:  Right.

REESE:  I don't think you're getting through to her.

HELENA:  Ha ha!  Save yourself the trouble.  I promise I'll finish you off 
quick.

(HELENA hits the wooden pull-down door, trying to get through.  DINAH and REESE 
are both trapped inside.)

CUT TO:



[INT. CLOCK TOWER - NIGHT -- CONTINUOUS]  

(BARBARA turns her chair around and heads for the back of the room intent on 
getting something.  ALFRED follows her knowing exactly what she intends to do.)  

BARBARA:  Helena has Dinah and Reese trapped.

ALFRED:  What are you going to do?  Miss Barbara, I must object in the most 
strenuous terms.

BARBARA:  Objection noted.

ALFRED:  The last time you used the coupler, it didn't exactly work as 
advertised.

(BARBARA reaches for the device and starts taking it out.)

BARBARA:  I've done a lot of work on it since then.  I've improved the 
batteries, increased the sensitivity.  Doesn't even hurt all that much anymore.

ALFRED:  (protesting)  That device, Miss Barbara -- you are fiddling with your 
spinal cord, connecting your nervous system.  It could kill you or get you 
killed.

BARBARA:  We're in trouble, Alfred.  What choice do I have?

CUT TO:



[EXT. SIDEWALK OUTSIDE CLOCK TOWER -- NIGHT]  

(HARLEY QUINN and her goons walk out onto the side walk.)  

OFFICER:  Can I help you, ma'am?

HARLEY QUINN:  I think you can, officer - 

(We hear a swirling sound as HARLEY activates the meta-human powers.)

HARLEY QUINN:  ... you and a few of your burliest friends.

CUT TO:



[INT. NO MAN'S LAND -- BAR -- NIGHT]  

(HELENA continues to hit the wooden pull-down door to get to DINAH and REESE on 
the other side.  Her fist goes clear through the wood as she makes a small 
hole.)

DINAH:  Me and Jesse --we can help you.

HELENA:  Hey, blondie, not interested.

REESE:  Come on, Helena, don't do this.  This is not you!

HELENA:  Sure it is. I'm the same girl that you kissed.

DINAH:  She kissed you?  

REESE:  Yeah, that was my mistake.

HELENA:  I don't think it was a mistake at all.  Ha! And the next time you're 
ready for round two, you just let me know.

(HELENA hits through the wooden door making another hole in it.)

REESE:  I think it's going to wait.

HELENA:  (feigns disappointment)  Aw.

BARBARA:  (o.s.)  Helena.

(HELENA turns around and sees BARBARA walk into the bar.)

HELENA:  Ooh, you're walking.

(Far more interested in this prey, HELENA leaves REESE and DINAH and walks 
toward HELENA.)

BARBARA:  I can help you, Helena.

HELENA:  I don't need help.

(BARBARA takes a step forward.)

HELENA:  You better not get any closer.

BARBARA:  Why not?

HELENA:  Then I'll have to hurt ya.

(BARBARA and HELENA continue to make their way toward each other.)

BARBARA:  I don't think you'll do that.

HELENA:  Just goes to show -- the all-knowing Oracle isn't right all the time.

(HELENA steps forward and grabs BARBARA.  BARBARA blocks HELENA by grabbing her 
fist.  The two fight.)

(BARBARA hits HELENA in the face; HELENA hits BARBARA back in the face.  HELENA 
swings and BARBARA ducks low.  The two continue to fight.)

(DINAH watches from the side.)

(HELENA grabs BARBARA from around the waist and throws her down to the ground.  
BARBARA lands flat on her back.  HELENA holds her there with her hand on 
BARBARA'S neck.)

BARBARA:  (choking)  Helena ... it's me -- Barbara.

HELENA:  Sorry.  I got to kill you now.

(As she looks down at BARBARA, BARBARA raises her hand and holds up a device 
that shines a bluish light directly into her eyes.)

BARBARA:  Here.

(HELENA falls backward to the ground and off of BARBARA.)

(REESE watches from the side.)

(BARBARA gets to her feet.  HELENA also stands up, completely normal and unaware 
of what happened.)

HELENA:  What's going on?  What am I doing here?

BARBARA:  Short version?  Dr. Quinzel hypnotized you.  She's the big bad we've 
been searching for.

(HELENA looks at the damage to the room around them.)

HELENA:  D-did we just, um, did we just fight?

BARBARA:  Yeah.

HELENA:  I could have killed you.

BARBARA:  It was a calculated risk, but I had to get close enough so I could 
fire this directly into your eyes.

DINAH: Hey! Hello?

REESE:  Yeah -- little help?  This thing's jammed.

(HELENA and BARBARA open the wooden door.)

HELENA:  I don't remember anything.  Last thing I know, I was at Dr. Quinzel's 
with Gibson.

BARBARA:  And then you were in the Clock Tower.

(HELENA turns and looks away for a moment, almost ashamed of her behavior that 
she can't even remember.)

BARBARA:  Helena, try to remember.  What is Quinzel up to?

CUT TO:



[INT. CLOCK TOWER -- NIGHT]

(The elevator doors open.  HARLEY QUINN and the burley officers are in the 
elevator.  HARLEY QUINN steps out and looks around at the room.)  

HARLEY QUINN:  Very impressive.  

(She spreads her arms wide and lets the OFFICER take her wrap.  She and the 
OFFICERS walk out into the room.  She looks around, thoroughly enjoying 
herself.)

(She walks up the ramp toward the heart of the computer center.  She looks 
around.)

HARLEY QUINN:  I'm immediately ... comfortable.  Ha!

WADE BRIXTON:  (o.s.)  Excuse me.  

(HARLEY turns around and sees WADE BRIXTON walking toward her.)

WADE BRIXTON:  Who are you?

HARLEY QUINN:  (appreciatively looks him over)  Who are you?

WADE BRIXTON:  Wade. Wade Brixton.

HARLEY QUINN:  Wade!  Oh! I am having just the best day -- New Gotham's finest, 
protecting and serving me, and only me, Huntress doing my bidding, and now here 
I move into my new home, and who do I find breathlessly waiting but the man 
Barbara Gordon loves.  What next?

(WADE looks at HARLEY thoroughly confused by her behavior.)

HARLEY QUINN:  Hey, Wade ... will you do anything I ask?

(HARLEY'S eyes turn black and swirl with golden lights as she hypnotizes him.)

WADE BRIXTON:  (automatically)  Yes.

(Once she has him, she blinks and her eyes are back to normal.)

HARLEEN QUINZEL:  Then kiss me, Wade Brixton.

(He leans in and they kiss.  She wraps her arms around his shoulders, he holds 
on to her waist.  They continue to kiss.)

(In her hand, HARLEY holds a knife.  She moves the knife slowly down his back as 
they continue to kiss.)

(She stabs him.  WADE gasps as he slumps in HARLEY'S embrace.)

(She smiles and whispers into his ear.)

HARLEEN QUINZEL:  (echoing)  Kiss me good night ... kiss me good night ... kiss 
me good night.

(WADE falls to the floor as HARLEY languishes in his death.  She smiles, her 
head tilted back, eyes closed in pleasure.)

FADE TO BLACK.

(COMMERCIAL SET)



FADE IN.

[INT. NO MAN'S LAND - BAR -- NIGHT]  

(BARBARA tries to connect with the Clock Tower and finds that she can't.  She 
fiddles with the device.  Everyone walks around waiting.  HELENA steps away from 
the rest of the group, still contemplating her behavior.  REESE is strangely 
quiet.  DINAH waits.)  

DINAH: What is it?

BARBARA:  Clock tower systems are not responding.

DINAH:  Comm glitch?

BARBARA:  Maybe.

(HELENA hasn't said anything, though it's clear that she's having problems with 
her behavior while hypnotized.)

BARBARA:  I'll call Alfred and have him run a check.

(BARBARA dials.  The phone rings.)

BARBARA:  (murmurs)  Come on, Alfred.  Pick up.

INTERCUT WITH:

[INT. CLOCK TOWER - NIGHT]

(HARLEY QUINN flips the phone switch on.)

HARLEY QUINN:  (drawls)  Barbara Gordon.  I can't tell you how disappointed I 
was that you weren't hereto welcome me.

(The line on the other end is silent.  GIBSON kneels down and looks closely at 
WADE who is on the floor dead.)

HARLEY QUINN:  What's the matter?  Bat got your tongue?

BARBARA:  Very witty, Quinzel.

HARLEY QUINN:  Oh, please, it's Harley -- Harley Quinn.  And quite soon, this 
city, or what's left of it, will be mine.

BARBARA:  Don't count on it.

HARLEY QUINN: What are you going to do?  Your friend Helena isn't playing on 
your team anymore, 

(HELENA remains apart quietly listening to DR. QUINZEL and feeling more agitated 
as her role in the uprising becomes clearer.)

HARLEY QUINN:  ... and she told me all kinds of useful things about you and 
Dinah and the Clocktower.   

(HARLEY walks around toward GIBSON who kneels down close to the floor.  She puts 
her hand on his head and rubs his head like a pet.)

HARLEY QUINN:  And here I am, ready to make my dream come true, all thanks to 
Helena Kyle -- your friend, your betrayer.

BARBARA:  (without missing a beat, confidently)  Helena didn't betray anyone.  
Whatever happened, the Helena I know had nothing to do with it.

HARLEY QUINN:  Spoken like a true friend.  

(GIBSON moves to the side as HARLEY kneels down in front of WADE'S body.)

HARLEY QUINN:  So confident, so sure.  I wonder, would you feel different if I 
told you it was Helena who told me about lover boy - 

(BARBARA is taken aback by the turn on the discussion.  She says nothing.)

HARLEY QUINN:  ... your handsome young sweetheart Wade Brixton?  

(HARLEY caresses WADE'S head.)

HARLEY QUINN:  (coldly)  Would it flip a switch somewhere deep in your psyche to 
know that we kissed, Wade and I?

(BARBARA doesn't say anything.)

HARLEY QUINN:  No?

(BARBARA knows, but still she continues to listen without making a sound.  The 
breaking emotion on her face is the only pain that she allows.)

HARLEY QUINN:  (taunting)  How about if I told you I stabbed him in the heart?  
Would that do it -- to know that Wade was dead?  

(BARBARA starts to cry, clinging to the barest thread on her control to force 
herself not to make a sound.)

HARLEY QUINN:  Would that change how you feel, Barbara Gordon?  

(BARBARA lifts a hand to her face to stop herself from crying out.)

HARLEY QUINN:  Hmm?

(In the clocktower, HARLEY reaches out and with a tap of a button, disconnects 
the phone.)

(Back at the bar, DINAH reaches out a hand to touch BARBARA on her shoulder.)

DINAH:  (quietly)  Barbara ... 

(BARBARA raises her hand to stave off any sympathy.  DINAH immediately pulls 
back.  BARBARA takes deep heaving breaths to control her tears, to harden her 
heart, to focus on the job ahead.  Knowing that they need her leadership now 
more than ever, she finally speaks only when she's regained control over her 
emotions.)

BARBARA:  (voice low and controlled)  We need a plan.

(She takes a couple more deep breaths and turns around when she can face them 
without emotion.)

BARBARA:  Now, we have to assume that Harley's got complete control over the 
Clock Tower ...

(BARBARA looks around.  HELENA'S gone.)

BARBARA:  Helena?

(Everyone looks around, but she's nowhere to be found.)

BARBARA:  Helena.

(REESE quietly leaves the group to find her.)

CUT TO:



[INT. CLOCK TOWER - NIGHT -- CONTINUOUS]

(GIBSON KAFKA marches around the main room right behind HARLEY QUINN, the two of 
them marching to the beat of the music coming over the computers.  GIBSON makes 
marching band noises as he marches.)  

HARLEY QUINN:  Shh.  A few more adjustments.

(She presses the computer keys.)

HARLEY QUINN:  Done. 

(Up on the monitors, a close up of her hypnotic eye, blacked with the golden 
swirls, appear on screen.  She gleefully gasps at the sight.)

HARLEY QUINN:  Every television in New Gotham is receiving my signal.

(GIBSON gasps and smiles at her happiness.)

HARLEY QUINN:  Ooh, Gibson!  Everyone watching will go mad -- ranting, writhing, 
stark raving full metal jacket nuts.  Ha ha! The city will be on its knees.  I 
need a drink.  Pennyworth!

(She turns around as ALFRED walks out into the room.)

ALFRED: Madam.

HARLEY QUINN:  Buttle me something strong.

(She wraps her arms around GIBSON.)

ALFRED:  As you wish.  Might I suggest a selection from Master Bruce's private 
stock?

HARLEY QUINN:  Yes, that sounds perfect.

(She laughs as she and GIBSON jumps up and down in anticipation and giddy 
success.)

CUT TO:



[INT. NEW GOTHAM HIGH SCHOOL - BARBARA'S CLASSROOM -- NIGHT]  

(BARBARA works on the laptop computer.  Outside there is yelling in the 
distance.  She looks up as DINAH walks in carrying a box of supplies.  She puts 
the box down on the desk.)  

BARBARA:  What's going on?

DINAH:  I don't know.  A bunch of kids smashing things up in the halls.

(BARBARA goes back to the laptop and checks it.  She doesn't like what she's 
found.)

BARBARA:  Oh, god, it's Harley.  I've hacked far enough into the Clock Tower to 
tell she's using it to hijack every televised broadcasting New Gotham.  She must 
be sending out some kind of hypnotic signal, driving everyone crazy.

DINAH:  Can you stop it?

BARBARA:  No, no, not from here.  We need to get back to the Clock Tower.  Did 
you get everything?

DINAH:  Yeah, but the infirmary only had a few contact lenses left.

BARBARA:  That's all right.  We only need enough for us.  I'm going to add a 
polarizing layer to the contacts to give us immunity.

DINAH:  Like a one-way mirror.  

BARBARA:  Exactly.

(Outside, the yelling and disruptions continues.)

DINAH:  What about them?  Do you think you can broadcast an antidote?

BARBARA:  Yeah, probably, if we can get back to the Clock Tower.

DINAH:  And without Helena ...

(DINAH leaves her impressions of their chances of success hanging, though 
BARBARA'S thinking the same thing, too.)

CUT TO:



[INT. THE DARK HORSE -- NIGHT]  

(The place is dark and empty as REESE walks into the bar.  REESE walks down the 
stairs looking for HELENA.  The door behind him opens and HELENA walks in 
holding a bottle of something.)  

HELENA:  I don't want to talk.  You want to drink, you can stay.

REESE:  They need you.

HELENA:  Did you hear what I said?

(HELENA pours herself a shot and throws her head back, swallowing it in one 
gulp.  She puts the shot glass down on the counter.  REESE approaches her.)

REESE:  Who are you right now, hmm?  You're not hypnotized anymore, but the 
Helena Kyle that I know -- I don't really recognize her right now.

HELENA:  Maybe that's because he's a mirage.

(She walks away from him.)

REESE:  You're not responsible.

HELENA:  Sure I am.  I told Quinzel about Wade before I was hypnotized.  I let 
her see me.  I told her so much.  I let her in, Reese.  What was I kidding?  One 
minute of thinking that I might be as good as my father.

REESE:  This isn't about that.  And from what I can tell, it never has been.

(HELENA opens the bottle to pour herself another drink.)

REESE:  Now, come on, this right here, what you're doing -- this is about you.  
Helena ... look at me.

(He reaches out and gently grabs her chin.)

REESE:  Hey. Look at me.  

(And turns her to face him.)

REESE:  What are you so afraid of?

HELENA:  You don't get it, Reese.  It's not worth it.  Wade is dead.  And before 
all this is over, any one of us could be --

(HELENA stops.)

HELENA:  ... or worse.

(She looks at him and for a fleeting moment he sees her fears.)

HELENA:  I don't want that to be you.

(HELENA walks away from REESE, her back to him.  REESE grabs the bottle from the 
counter and follows her.)

REESE:  If this wasn't worth it, if my life didn't matter to you, if yours 
didn't matter to me, then I would help you finish this bottle.  But damn it, 
Helena, it does matter.  Okay, it hurts.  It hurts like hell.  But that's how 
you know it's worth it.

(REESE puts his hands on her shoulders.  She turns around to look at him.)

HELENA:  What if it hurts too much?

(REESE steps closer to her and into her personal space.  He reaches out and 
lightly brushes her hair from her face.  He leans forward and they kiss.)

(No matter what happened that night, he knows who she is.  They pull apart 
briefly, then kiss again.)

CUT TO:



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

(The camera flies above the buildings weaving in and out through the city.)  

CUT TO:



[INT. NEW GOTHAM HIGH SCHOOL - BARBARA'S CLASSROOM -- NIGHT]  

(BARBARA steadily dips the contact lenses in the green bubbling potion she mixed 
together.  She puts the lens down.)

BARBARA:  (frustrated and defeated)  I'm kidding myself.  (sighs)  I mean, a few 
pairs of contacts aren't going to help when the whole city's gone mad.  It's 
over.

DINAH:  (confidently)  It is not over.  We'll get back into the Clock Tower.

BARBARA:  The Clock Tower's a fortress.  We can't get in.  No one can.

(DINAH looks up just beyond BARBARA.  BARBARA turns around to see HELENA and 
REESE standing in the doorway.)

HELENA:  I can.

(HELENA walks into the room.)

HELENA:  Look, I'm sorry I ran.  It won't happen again.  I'm so sorry for what I 
did.

(BARBARA stands up.)

BARBARA:  Look, Helena --

HELENA:  (interrupts.  She doesn't want to hear it now.)  No.  We'll argue 
later.  Right now, I've got an idea.

CUT TO:



[INT. CLOCK TOWER -- NIGHT]

(The camera rises to peer in through the clock face windows.  Inside we see 
ALFRED on his knees polishing HARLEY QUINN'S shoes.)  

(HELENA walks into the room.)

HARLEY QUINN:  Mm, what happened?  I've been worried.

HELENA:  I killed them ... slowly.

(GIBSON kneels down at HARLEY'S left arm.  HARLEY motions for ALFRED to move 
away.)

HARLEY QUINN:  (smiling)  You have a future in this organization.  Come here.  
Let me look at you.

(GIBSON barks.  HARLEY turns to look at him.  She turns back to look at HELENA 
closely.)

HELENA:  What? Is my make-up running again?

HARLEY QUINN:  No.  You look lovely, as usual.  Go rest. Eat.  We have work to 
do later.

(HELENA leaves.  HARLEY turns and pats GIBSONS on the head as he nuzzles her 
side affectionately.  She stares off, thoughtful.)

CUT TO:



[INT. NEW GOTHAM HIGH SCHOOL - BARBARA'S CLASSROOM -- NIGHT]  

(As they pack their things, BARBARA looses her balance and clutches the table as 
weakness overcomes her.)

BARBARA:  Oh.

(REESE turns around and grabs her from falling.)

REESE:  Hey, you sure you're going to be all right?

BARBARA:  Yeah, I'm fine.

REESE:  Come on. What if this thing quits on you, you lose control of your legs?  
That's a long way down.

BARBARA:  Then you go on without me.  But it's not going to happen.  All right.  
Helena should have the security bypassed by now. You ready?

DINAH: Yep.

BARBARA:  Let's go.

(They grab their supplies.  They grab the rope and prepare to go.)

CUT TO:



[INT. CLOCK TOWER -- NIGHT]  

(HELENA is at the fuse box working to disarm the security system.)  

ALFRED:  That will be quite enough of that, Miss Helena.  

(HELENA turns around and sees ALFRED holding a gun on her.)

ALFRED:  Mistress Harley will be sorely disappointed.

FADE TO BLACK.

(COMMERCIAL SET)



FADE IN.

[INT. CLOCK TOWER -- NIGHT]  

[CLOSE UP:  HELENA'S PROFILE]

[CLOSE UP:  HELENA'S LIPS]

(The camera refocuses as HARLEY licks the side of HELENA'S face.  She turns and 
backhands HELENA across the face.)

(She steps back.)

HARLEY QUINN:  We could do this all night.

HELENA:  That's always been one of my two favorite sentences.

HARLEY QUINN:  Why won't you tell me how you broke my hypnotic spell?

HELENA:  Let me think.  Could it be because you're psycho?

(HARLEY hits HELENA.  GIBSON whimpers and runs to hide.)

(HELENA turns to look at HARLEY.)

HELENA:  Wait.  Yeah, that's right.  An evil psycho.

(HARLEY backhands HELENA again.)

(GIBSON rushes off toward the Clock Tower windows and whimpers.)

HELENA:  Wait.  Wait, I almost forgot.  An evil psycho bitch!

(HARLEY swings around and kicks HELENA in the face.  HELENA takes a step 
backward.  The two BURLEY OFFICERS holding her arms and keeping her standing.)

HELENA:  (to HARLEY)  Is that all you got?

HARLEY QUINN:  You know, I have to say, I am impressed you've taken it for so 
long.

(HARLEY brushes HELENA'S hair away from her face.)

HELENA:  I kind of had to.

HARLEY QUINN:  (mocks)  Oh, right.  Superhero code.

HELENA:  No.

HARLEY QUINN:  No?  Okay, I'll bite.

HELENA:  I had to buy Alfred enough time to disable the security system.

HARLEY QUINN:  (confused)  What?

(HELENA looks up just beyond HARLEY.)

HELENA:  All set, Alfred?

(Standing on the second floor is ALFRED with a fist full of wires.)

ALFRED:  All set, Miss Helena.

(He tosses the wires to the floor.)

ALFRED:  Oh, Mistress Harley, buttle this.

(Standing above them, ALFRED cocks the rifle.)

HARLEY QUINN:  Oh, you have an antidote.

HELENA:  (nods smugly)  Uh-huh.

HARLEY QUINN:  (laughs)  Oh, that is so annoying.  I'll just have to give you 
another dose.

HELENA:  (shakes her head)  No go.  Treated contact lenses.

HARLEY QUINN:  Oh, nice.  But who are we kidding?  He's a hundred years old.  
They'll kill him in two seconds.

HELENA:  Yeah?  I think it's going to be a tiny bit more interesting than you 
think.

(From behind her, DINAH and BARBARA crash through the clock face's glass 
windows.  They swing into the Clocktower from ropes hooked up from the rooftop 
outside.  The BURLEY OFFICERS let HELENA go and duck out of the way of the 
flying glass.)

(DINAH and BARBARA land on their feet and immediately start fighting the BURLEY 
OFFICERS.)

(BARBARA pulls out her baton and hits the first OFFICER.  DINAH waves her hand 
and sends a psychic blast at the OFFICER in front of her lifting him high into 
the air.  She sends a second psychic blast at the OFFICER behind him, pushing 
him back.  She drops the first OFFICER down to the ground.)

(Another OFFICER steps forward and hits DINAH in the face, then in the back.  He 
hits her again.)

(The elevator doors open and REESE steps out.  He knocks the OFFICER attacking 
DINAH out.  DINAH looks at REESE.)

DINAH:  Thanks.  

REESE:  (looks around)  Nice crib.

DINAH:  We like to call it home.

(While everyone else is busy fighting, HELENA and HARLEY circle each other in 
the center of the room.)

(HARLEY flips over and moves closer to HELENA.  The two fight.)

(HARLEY swings; HELENA blocks, then kicks her in the stomach sending her 
backwards a couple of steps.)

(REESE steps forward and fights with an OFFICER, hitting him several times.)

(BARBARA is busy as she fights with another OFFICER.)

(DINAH takes care of two OFFICERS; one psychically, the other she knocks out 
with her fists.)

(In the center of the room HELENA continues to fight with HARLEY.  HELENA flips 
over just as HARLEY uses her leg to sweep under her.  HELENA stands up behind 
HARLEY who gets to her feet.)

(HELENA steps forward and hits HARLEY; HARLEY blocks the swings and grabs her 
hands.  HELENA jumps sideways, lets go, turns around and kicks HARLEY in the 
face.)

(GIBSON stands up on the top of the center of the clock face and lets loose a 
loud Tarzan yell while pounding his chest.)

(The fighting continues.)

(HELENA hits HARLEY, she flips backward out of reach, then steps forward to send 
a flurry of punches at HELENA which she blocks repeatedly.)

(REESE fights the OFFICERS.)

(HELENA tosses HARLEY into the computer equipment.)

(GIBSON stands atop the center of the clock face laughing maniacally.)

(HELENA knocks HARLEY to the ground and before she can get up, kicks her again.)

(GIBSON beats at his own chest as he yells.)

(HARLEY turns to look up at HELENA.)

(All around them, everyone fights for control of the Clock Tower.  ALFRED uses 
the butt of the rifle to hit an OFFICER.  BARBARA continues to fight.)

(She turns around and sees HARLEY on the floor as the OFFICER in front of her 
falls to the ground.  HELENA turns around to get HARLEY, but she gets to her 
feet and runs past HELENA.)

(BARBARA runs after her.)

(HARLEY runs and jumps high to grab the second floor railing.  She climbs over 
the rail.  BARBARA is hot in pursuit.  While her legs still work, with an 
agility that made her BATGIRL, BARBARA jumps and grabs onto the second floor 
railing.)

(The fighting down below is clearing up.  REESE and DINAH take care of the 
OFFICERS who are still standing.)

(BARBARA jumps over the railing and into HARLEY'S path, stopping her from 
escaping.)

BARBARA:  Where is he?

HARLEY QUINN:  Oh, Mr. Wade Brixton?  He's gone.  Does it bother you that my 
lips were the last his touched?

(BARBARA punches HARLEY in the face and sends her down backward to the ground.  
With the anger inside her, BARBARA attacks and continues to attack HARLEY, never 
letting up.)

(HARLEY dodges and turns trying to stave BARBARA off.  She grabs whatever she 
can find to hit BARBARA with managing to punch BARBARA once.)

[SLOW MOTION CAMERA]

(HARLEY swings; BARBARA leans back and dodges the fist.)

(The OFFICER swings; HELENA leans back and dodges the fist.)

[RESUME CAMERA]

(HARLEY pushes BARBARA back, using the baton to choke her.  BARBARA grabs 
several items from the counter and hits HARLEY with it.  She finds a glass bowl 
and hits HARLEY enough for her to let the baton loose.)

(HARLEY goes down.  BARBARA stands up and kicks HARLEY in the side while she's 
on the floor.)

(She grabs HARLEY and pushes her backward over the railing holding her there 
with the flat of the baton.)

HARLEY QUINN:  (tormenting)  Soft lips.  So sweetly tender.  That cute little 
trickle of blood running down the side when he died.

(From the first floor looking up at her, HELENA yells out.)

HELENA:  Barbara, don't!

(Leaving the OFFICERS for REESE and DINAH, HELENA jumps clear up to the second 
floor landing to stop her.)

BARBARA:  Stay back, Helena!

HELENA:  Barbara, listen to me.

BARBARA:  There's nothing left to say.

(HELENA steps forward till she's standing right behind BARBARA.)

HELENA:  Yes, there is.  You have saved me so many times. It's my turn.  When my 
mom died, you told me something that I didn't understand until right now.  You 
told me revenge might dull the pain, but the less we felt, the less we were.

BARBARA:  (angry)  It was a lie.

HELENA:  No, it wasn't.  Barbara, this is my last chance to get forgiveness for 
what I did.  If I could give my life to have Wade back, you know I would.  But I 
can't.

(HELENA pauses for a moment.)

HELENA:  Barbara, we don't kill.  No matter what.  I can't let you do this.  It 
makes us less.

(Suddenly, the entire Clock Tower is silent.  The fighting down below has 
stopped.  REESE and ALFRED stand side by side looking up at the second floor ... 
watching ... waiting.)

(Still, BARBARA doesn't let go of her hold on HARLEY.)

(Down below, DINAH also watches silently.  Everyone knows that she can be 
stopped, but this is something that BARBARA has to do on her own.)

HELENA:  (quietly)  It makes us less.

(After a moment, BARBARA releases her and pulls HARLEY back up over the railing.  
She drops her to the floor with a loud thud.)

(In that instant, BARBARA'S legs finally give out and crumples under her.  She 
collapses in HELENA'S arms.)

HELENA:  Barbara.

(HELENA wraps her arms around BARBARA and holds onto her tightly.)

CUT TO:



[INT. CLOCK TOWER -- DAY]  

(CLEAN UP.  REESE and ALFRED stand side by side and push their brooms along the 
floor as they clean up the broken glass and other debris from the night's 
adventures.)  

REESE:  So, Alfred, you worked for this bat guy?

ALFRED:  "Batman". Yes, Detective, for many years.

REESE:  And he lived in a cave?

(Like a little boy eager to hear some stories, REESE stops sweeping and leans on 
his broom handle waiting for the answer.)

ALFRED:  Well, no. Master Bruce lived in the manor.  The batcave was his 
operational headquarters, as it were.

REESE:  (laughs disbelieving)  Right. 

(REESE returns to sweeping.)

REESE:  Well, what was up with this Robin character?  What was his story?

(ALFRED chuckles as they continue sweeping the floor off camera frame.)

(GIBSON walks across the room toward HELENA and DINAH.  He's carrying his own 
broom, doing his part in clean up.)

DINAH:  You sure you're okay, Gibson?

GIBSON KAFKA:  Quite sure. Yeah, no after effects whatsoever, although I do find 
it deeply disturbing that, for the first time in my life, including gestation, I 
remember absolutely none of it.

HELENA:  Consider yourself lucky.

GIBSON KAFKA:  Was it really that bad?

DINAH:  Let's just say we had no idea you identified so closely with King Kong.

(They all laugh.)

DINAH:  Anyways, could you give me a hand?

GIBSON KAFKA:  Yeah.

(The two walk off.)

(HELENA heads off in another direction.)

DISSOLVE TO:



[EXT. CLOCK TOWER - BALCONY]

(BARBARA is back in her wheelchair and out on the balcony looking out at the 
city below.  HELENA and DINAH join her.)

DINAH:  Delphi's quiet.  The news reports say everything's back to normal.

HELENA:  Yeah, at least out there.

(BARBARA doesn't say anything.  HELENA glances down at BARBARA and tries to 
apologize again.)

HELENA:  Barbara, I  --

BARBARA:  (interrupts)  We've all lost people before, Helena.  You ... me ... 
Dinah.  And as long as we do this, that's a chance we take.

(After a moment, BARBARA finally confesses.)

BARBARA:  God, I miss him.

HELENA:  (apologizes again)  Barbara, I'm so sorry.

BARBARA:  (nods)  I know you are.  (honestly)  But you never chose any of this.  
And what you did to set it right - (proud) ... you know what you did.

(HELENA turns to look at BARBARA.)

BARBARA:  You know who you are, Helena.

HELENA:  Yeah.  I kind of feel like ... maybe now I do.  Maybe I'm not batman's 
little girl anymore.  Sometimes I feel like he's watching, looking over my 
shoulder, looking down on all of us.

DINAH:  (can't help herself)  Kind of like a big guardian bat.

(They all laugh at the image that inspires.)

HELENA:  Kind of.  Kind of like that.

(The three stand out on the balcony.)

CUT TO:



[INT. MANOR - NIGHT]

(In front of the fireplace flames, ALFRED is talking on the phone.)

ALFRED:  Master Bruce.  I thought you might want to know your daughter's doing 
rather well.  You would be most proud -- most proud indeed.

(He nods, then after a moment, puts the phone back on the holder.)

(ALFRED smiles and finishes his drink.)

FADE TO BLACK.

==========================
THE END
==========================
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
1X13:  DEVIL'S EYES
PROD #175462
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

ROBERT PATRICK BENEDICT as Gibson Kafka
STEVE HYTNER as Dr. Franklin Romanik (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

Teleplay by:  HANS TOBEASON
Story by:  ADAM ARMUS &  MELISSA ROSENBERG
Directed by:  ROBERT J. WILSON

==========================
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:  BILL ROE
Production Designer:  MICHAEL HELMY
Editor:  KEVIN KRASNY

Music by MARK SNOW

Unit Production Manager:  PETER GIULIANO
First Assistant Director:  JEFF KAY
Second Assistant Director:  ROBERT SCHROER

Casting by DEEDEE BRADLEY, C.S.A.

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
Post Production Coordinator:  SCOTT TINTER
Post Production Supervisor:  SANDY NEBEL

Music Supervisors:  MADONNA WADE-REED and JENNIFER PYKEN
Sound Mixer:  TIM COONEY, C.A.S.
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.

#175462

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