When a corrupt businessman and the grotesque Penguin plot to take control of Gotham City, only Batman can stop them, while the Catwoman has her own agenda.

The Penguin: [to Catwoman] Just the pussy I've been lookin' for!
The Penguin: [while being bombarded by food] Why is there always someone who brings eggs and tomatoes to a speech?
[Catwoman is hit]
Catwoman: How could you? I'm a woman.
Batman: I'm sorry, I-I...
[she hits him]
Catwoman: As I was saying, I'm a woman and can't be taken for granted. Life's a bitch, now so am I.
[the Penguin creeps up behind Batman and grabs a trick umbrella - only to find it weaponless]
The Penguin: Ah, shit... I picked a cute one.
[hurls away the umbrella]
The Penguin: The heat's getting to me. I'll murder you momentarily. But first, I need a cold drink of ice water.
[he keels over on the edge of the bank. Six emperor penguins waddle up to the him and slide his body into the water]
Selina Kyle: A kiss under the mistletoe. You know, mistletoe can be deadly if you eat it.
Bruce Wayne: But a kiss can be even deadlier... if you mean it.
[silence as they realize each other's identities]
Selina Kyle: Oh, my God. Does this mean we have to start fighting?
Bruce Wayne: Let's go outside.
Maximillian 'Max' Shreck: Selina! Selina Kyle, you're fired! And Bruce Wayne, why are you dressed up like Batman?
Catwoman: Because he *is* Batman, you moron!
Maximillian 'Max' Shreck: Was.
[shoots Batman]
[crouched atop a dazed Batman]
Catwoman: You're catnip to a girl like me. Handsome, dazed, and to die for.
Batman: Mistletoe can be deadly if you eat it.
Catwoman: But a kiss can be even deadlier if you mean it. You're the second man who killed me this week, but I've got seven lives left.
Batman: I tried to save you.
Catwoman: Seems like every woman you try to save ends up dead... or deeply resentful. Maybe you should retire.
Catwoman: You poor guys. Always confusing your pistols with your privates.
Batman: What do you want?
The Penguin: Ah, the direct approach. I admire that in a man with a mask.
[laughs, then turns serious]
The Penguin: You don't really think you'll win, do you?
Batman: Things change.
[Catwoman backflips into the middle of the confrontation. They stare at her, momentarily nonplussed]
Catwoman: Meow.
[a store explodes, she slips off]
The Penguin: I saw her first... gotta fly!
The Penguin: [hooking Catwoman onto his trick umbrella, which launches into the air] Goodbye, my unintended; go to Heaven.
Security #2: Don't hurt us, lady. Our take-home's less than three-hundred.
Catwoman: You're overpaid. Hit the road.
Catwoman: We need to talk. You see, you and I have something in common.
The Penguin: Sounds familiar. Appetite for destruction? Contempt for the czars of fashion? Wait, don't tell me...
[begins to crawl onto the bed she's sitting on]
The Penguin: naked sexual charisma.
Catwoman: Batman. The thorn in both our sides. The fly in our ointment.
The Penguin: Ointment!
[jumps up and picks up two bottles]
The Penguin: Scented or unscented?
Catwoman: I'll come back later.
Selina Kyle: Honey, I'm home. Oh, I forgot. I'm not married.
Alfred: Let's not forget about repairing the Batmobile. There's certain security to consider. It's not as though we can take it to any old "Joe's bodyshop," is it, sir?
Bruce Wayne: Security? Who let Vicki Vale into the Batcave? I'm sitting there working and I turn around, there she is. "Oh hi, Vick - come on in."
Catwoman: Bruce... I would - I would love to live with you in your castle... forever, just like in a fairy tale.
[Batman caresses the back of her head]
Catwoman: [she claws Batman on the cheek] I just couldn't live with myself, so don't pretend this is a happy ending!
Selina Kyle: [Selina walks Bruce to the elevator] You don't seem like the type who does business with Mr. Shreck.
Bruce Wayne: No, you don't seem like the type that takes orders from him.
Selina Kyle: Well, that's a... long story.
Bruce Wayne: You know, I could... free up some time.
[Bruce walks in elevator]
Selina Kyle: I'm listed.
Bruce Wayne: I'm tempted.
Selina Kyle: I'm working.
Bruce Wayne: [Elevator doors close] I'm leaving!
Catwoman: Meow.
Catwoman: I am Catwoman. Hear me roar.
Catwoman: Somebody say fish? I haven't be fed all day!
Batman: Eat floor.
[throws Catwoman down]
Batman: High fiber.
Bruce Wayne: Here's what I want you to do... tell Selina - tell Miss Kyle in there - tell her, uh, tell her I had to go out of town, a big business deal came up or some... no, you know what? Tell her, you know, not in some dumb, "be my girlfriend" kind of way...
Alfred: I will relay the message.
Bruce Wayne: Great.
[runs out]
Alfred: Miss Kyle...
Selina Kyle: Alfred, hi!
Alfred: Mr. Wayne told me to tell you...
Selina Kyle: Mr. Wayne? Oh, Bruce. Yes. Um, would you tell him for me that, uh, I've been going through a lot of changes, and... no. Um, just that this is not a rejection, my abruptly leaving. In fact, he makes me feel the way I hope I really am... no! Could you just make up a sonnet or something? A dirty limerick?
Alfred: One has just sprung to mind.
Selina Kyle: Thanks!
[runs out]
Selina Kyle: It's gonna be a hot time on the cold town tonight.
Bruce Wayne: You-you've got kind of a - kind of a dark side, don't you?
Selina Kyle: No darker than yours, Bruce.
Selina Kyle: It's the so-called "normal" guys who always let you down. Sickos never scare me. Least they're committed.
The Penguin: By the way, how's Fred Atkins, your old partner?
Maximillian 'Max' Shreck: Fred? Fred's actually... I believe he's on extended vacation. He's-he's good.
The Penguin: Good?
[Penguin takes out a severed hand]
The Penguin: Hi, Max! Remember me? I'm Fred's hand! You wanna greet any other body parts? Remember, Max. You flush it. I flaunt it.
[Shreck shoots Batman]
Selina Kyle: You killed me... The Penguin killed me... Batman killed me... that's... three lives down. You got enough in there to finish me off?
Maximillian 'Max' Shreck: One way to find out.
[Shreck fires two shots at Catwoman]
Selina Kyle: Four... Five...
[cracks her whip]
Selina Kyle: Still alive!
[Shreck fires two more]
Selina Kyle: Six... Seven... All good girls go to heaven...
[now within reach of Shreck; he pulls the trigger, but there are no bullets left; she laughs hysterically]
Selina Kyle: Two lives left. I think I'll save one for next Christmas. But in the meantime, how about a kiss, Santy Claus?
[grabs ahold of a power cable and moves towards Shreck with a stun gun and a kiss]
Josh: Not a lot of reflective surfaces down in the sewer, huh?
[he chuckles and the Penguin joins in]
The Penguin: Still... could be worse. My nose could be gushing blood.
[they both laugh again]
Josh: Your nose could be... what do you mean by tha...
[the Penguin bites Josh's nose]
[addressing a huge flock of penguins]
The Penguin: My dear penguins, we stand on a great threshold! It's okay to be scared; many of you won't be coming back. Thanks to Batman, the time has come to punish *all* God's children! 1st, 2nd, 3rd *and* 4th-born! Why be biased? Male and female! Hell, the sexes are equal with their erogenous zones blown sky high! Forward march! The liberation of Gotham has begun!
The Penguin: [driving the Batmobile] Maybe this is a bad time to mention this, but my license has expired!
Catwoman: It's chilly in here.
The Penguin: I'll warm you.
The Penguin: Just relax. I'll take care of the squealing, wretched, pinhead puppets of Gotham!
The Penguin: I'd like to fill her void.
Selina Kyle: Wow, *the* Batman - or is it just "Batman"? Uh, your choice, of course!
[Batman walks away]
Selina Kyle: Well, that was very brief. Just like all the men in my life.
The Penguin: I believe the word you're looking for is "Aaahh"!
Catwoman: I don't know about you, Miss Kitty, but I feel so much yummier.
Maximillian 'Max' Shreck: I don't know what you want, but I know I can get it for you, with a minimum of fuss! Money, jewels, a *very* big ball of string.
Catwoman: Your blood, Max.
Maximillian 'Max' Shreck: My blood, I gave, at the office.
Catwoman: A half pint, I'm talking gallons.
Maximillian 'Max' Shreck: Let's make a deal, other than my blood. What can I do for you?
Catwoman: Sorry, Max, a die for a die!
Catwoman: [falling into an open gravel filled truck] Saved by kitty litter.
Bruce Wayne: [notices Selina's injuries] What happened?
Maximillian 'Max' Shreck: Did you injure yourself on that ski slope? Is that why you cut short your vacation and came back?
Selina Kyle: You know, it's... a blur. I-I mean, not complete amnesia. I-I-I - I remember Sister Mary Margaret puking in church and Betsy Riley saying it was morning sickness and I remember the time I forgot to wear my underpants to school and the name of the boy who noticed was Ricky Friedberg.
[smile vanishes]
Selina Kyle: He's dead now. But last night: complete blur. Couldn't you just die?
Jen: Our research tells us that voters like fingers.
[last lines]
Alfred: Well, come what may. Merry Christmas, Mister Wayne.
Bruce Wayne: Merry Christmas, Alfred. Good will toward men... and women.
Selina Kyle: Okay, go ahead. Intimidate me, bully me if it makes you feel big. I mean it's not like you can just kill me.
Maximillian 'Max' Shreck: Actually, it's a lot like that.
Catwoman: Please. I wouldn't touch you to scratch you.
The Penguin: [to Catwoman] You're Beauty and the Beast in one luscious Christmas gift pack.
Fat Clown: Penguin... I mean, killing sleeping children. Isn't it that a little, uh...
[Penguin grabs an umbrella and shoots Henchman dead]
The Penguin: No! It's a lot "uh"!
[Kicks Henchman into the water]
Catwoman: Not even in office yet and already an enemies list, hmm?
The Penguin: Those names are not for prying eyes. Hey, why should I trust some cat-broad, anyway? Maybe you're just a screwed-up sorority chick who's gettin' back at her daddy for not buying her that pony when she turned sweet sixteen.
The Penguin: You gotta admit I played this stinkin' city like a harp from hell.
[the Ice Princess mistakes the batarang for a camera]
The Penguin: Say cheese!
Ice Princess: Cheese!
[he throws it at her]
[the Organ Grinder's monkey approachs]
The Penguin: So where are all the children?
[the monkey hands him a note with a bat symbol on it]
The Penguin: "Dear Penguin. The children regret they are unable to attend - Batman."
[the Penguin screams]
Selina Kyle: How can you be so mean to someone so meaningless?
Volunteer Bimbo: You are the coolest role-model a young person could have!
The Penguin: And you're the hottest young person a role-model could have.
The Penguin: Check it out. We're gonna disassemble his Batmobile and turn it into an H-bomb on wheels.
Catwoman: No, no, he'd have even more power as a martyr. To destroy Batman, we must first turn him into what he hates the most. Namely us.
Maximillian 'Max' Shreck: I'd offer you a coffee, but my assistant is using her vacation time.
Bruce Wayne: Good time, too. Everyone but the bandits will be slacking off till after New Year, anyway.
[plotting against Batman]
Catwoman: Batman napalmed my arm, he knocked me off a building just when I was starting to feel good about myself. I wanna play an integral part in his degradation.
The Penguin: A plan is forming.
Catwoman: I want in. The thought of busting Batman makes me feel all... dirty. Maybe I'll just give myself a bath right here.
[licks herself in a cat-like manner]
The Penguin: They wouldn't put me on a pedestal, so I'm layin' 'em on a slab!
The Penguin: You didn't invite me, so I CRASHED!
[During the Mayor's speech, a Red Triangle Clown vaults on stage and grabs the Mayor's baby]
Thin Clown: I'm not big on speeches, so I'd just like to say: thanks.
Catwoman: You said you were going to scare the Ice Princess.
The Penguin: She looked pretty scared to me!
The Penguin: [spinning an umbrella with hypnotic swirls painted on] What you hide, I discover. What you put in your toilet, I place on my mantle. Get the picture?
Maximillian 'Max' Shreck: What is that supposed to do? Hypnotize me?
The Penguin: No, just give you a splitting headache.
Maximillian 'Max' Shreck: Well, it's not working.
[Penguin jerks the umbrella, which fires a shot, and Max jumps]
The Penguin: Ah, you big baby. Just blanks.
Bruce Wayne: [working on the Batcomputer. Alfred sets down a bowl of soup in front of him. He picks up the spoon and takes a sip, only to spit it out] Cold!
Alfred: It's vichyssoise.
Bruce Wayne: [stares, not knowing why it's important]
Alfred: It's *supposed* to be cold.
The Penguin: I could really get into this mayor stuff. It's not about power, it's about reaching out to people - touching people - groping people!
[the Circus Gang approaches the podium]
Organ Grinder: We want the big guy! The guy who runs the show!
The Mayor: [stepping forward] What do you want?
Organ Grinder: Not you!
[the Clown backhands the Mayor]
Organ Grinder: Shreck!
Charles 'Chip' Shreck: [stepping forward] You'll have to go through me!
[a dozen guns, knives, and swords are pointed into his face]
Circus Gang: Ooooh!
[first lines]
Happy Woman: Merry Christmas!
Happy Man: Merry Christmas!
The Penguin: You're coming with me, ya great white dope, to die way down in the sewer!
Maximillian 'Max' Shreck: Not Chip! If you have an iota of human feeling, take me instead.
The Penguin: I don't, so no.
Maximillian 'Max' Shreck: I'm the one you want. Ask yourself. Isn't it Max Shreck who manipulated and betrayed you, eh? Isn't it Max, not Chip, who you wanna see immersed up to his eyeballs in raw sewage?
The Penguin: [thinks] Okay, you got a point. I'll let the little prince live.
The Penguin: [to Catwoman] You lousy minx! I oughta have you spayed!
The Penguin: But when it comes down to it, who's holding the umbrella?
Charles 'Chip' Shreck: Dad, you buy that "blurry" business?
Maximillian 'Max' Shreck: Women. Nothing surprises me, Chip, except your late mother. Who'd have thought Selina had a brain to damage. Bottom line, she tries to blackmail me, I'll drop her out a higher window. Meantime, I got better fish to fry.
Bruce Wayne: The point is, Max, Gotham City has a power surplus. I'm sure you know that. My question is: what's your angle?
Maximillian 'Max' Shreck: Power surplus? Bruce, shame on you. No such thing. One can never have too much power. If my life has a meaning, that's the meaning.
Bruce Wayne: Yeah, well... I'm gonna fight you on this. And I've already spoken to the mayor and we see eye to eye, so...
Maximillian 'Max' Shreck: Mayors come and go. Blue bloods tire easy. You think you can go fifteen rounds with Muhammed Shreck?
Bruce Wayne: Well, I guess we're gonna find out. Course, I don't have a crime boss like Cobblepot in my corner, so it might...
Maximillian 'Max' Shreck: Crime boss? Shows what you know, Mr. to-the-manor-born-with-a-silver-spoon. Oswald is Gotham's new golden boy. If his parents hadn't eighty-sixed him, you two might've been bunkies at prep school!
Selina Kyle: Well, the party never stops on Selina Kyle's answering machine...
The Penguin: [to his penguins] My babies. Did you miss me?
[he gets out of his wooden duck]
The Penguin: Did you miss me?
Henchman: Great speech, Oswald.
[Penguin hits him]
The Penguin: [shouting] My name is not Oswald! It's Penguin! I am not a human being. I am an animal! Cold-blooded!
The Penguin: Burn baby, burn!
The Penguin: You're just jealous, because I'm a genuine freak and you have to wear a mask!
Batman: You might be right.
Bruce Wayne: [reading news archives on the Red Triangle Circus] "Red Triangle Circus put on a swell show with fierce lions... circus returns with a Freak Show, may not be suitable for kids. Featuring a poodle lady, the world's fattest man... and an aquatic bird boy."
Alfred: Why are you so determined to prove this Penguin is not what he seems? Must you be the only lonely man-beast in town?
Bruce Wayne: [continues reading] "... circus folded its tents yesterday, perhaps forever after numerous reports of missing children. In several towns, police have closed down the Red Triangle's fairgrounds, however at least one freak show performer vanished before he could be questioned."
Alfred: I suppose you feel better now, sir.
Bruce Wayne: No, actually I feel worse.
The Penguin: True. I was their number one son, and they treated me like number two.
Alfred: Why are you now determined to prove that this Penguin is not what he seems? Must you be the only lonely man-beast in town?
Maximillian 'Max' Shreck: So he survived. What's the worry?
The Penguin: He didn't even lose a limb! An eyeball! Bladder control!
Bruce Wayne: You know what, I mistook me for somebody else.
Maximillian 'Max' Shreck: I wish I could hand out World Peace and Unconditional Love, wrapped in a big bow.
The Penguin: [Watching from behind the sewer grill] Oh, but you can! Oh, but you will!
The Penguin: Rats with wings do your thing.
The Penguin: [to a crowd of voters] I may have saved the mayor's baby, but I refuse to save a mayor who stood by helpless *as a baby*, while Gotham City was ravaged by a disease that turned eagle scouts into crazed clowns and happy homemakers into catwomen!
[the Batmobile is evading the police. Batman flips a switch on the control panel, and nothing happens]
Batman: That's funny.
[Flips switch again. Nothing happens]
Batman: Alright, NOW I'm a little worried.
[Slaps control panel; Batmobile morphs into the Batmissile]
The Penguin: Touring the riot scene. Gravely assessing the devastation. Upstanding mayor stuff.
Batman: You're not the mayor.
The Penguin: Things change.
Alfred: Why are you still out? Are you concerned about that strange, heroic Penguin person?
Batman: I think he knows who his parents are. There's something else.
Alfred: Sir, shall we change the channel to a program with some dignity and class? The Love Connection, perhaps?
[seeing Bruce Wayne in a tuxedo at a masquerade party]
Maximillian 'Max' Shreck: Let me guess... trust fund goody-goody?
The Penguin: Actually, this is all just a bad dream. You're at home, in bed, heavily sedated, resting comfortably, dying from the carcinogens you personally spewed in a lifetime of profiteering. Tragic irony or poetic justice, you tell me.
Ice Princess: The tree lights up, and then I push the button. No-no, wait, wait, wait, wait. I press the button and *then* the tree lights up...
The Penguin: [on the Batmobile's TV screen] Don't adjust your sets. Welcome to the Oswald Cobblepot school of driving. Gentlemen, start your screaming!
Commissioner Gordon: Thanks for the saving the day, Batman. I'm afraid the circus gang is back.
Batman: We'll see.