BABS winces as a WHUMP! sound is heard OFF-CAMERA.

BABS smirks.

Her eyes narrow with determination.

A COP advances toward the GANG MEMBER, causing the latter to move defensively. In the process, the BAG LADY ends up blocking BAB'S view of the man, effectively ruining the shot.

SLOW PAN across the room, as everyone watches with held breath. End the PAN on BABS, who's just as nervous as everyone else.

Finally, the GANG MEMBER'S gun shakes and the boy lets the woman go, dropping his gun in surrender. The rest of the room exhales, and the COPS apprehend him.

CUT TO

WAYNE MANOR -ext. NIGHT
The stately mansion, usually somewhat forboding at night, seems to have a friendlier air to it tonight, due in part to the Christmas light strung across the outside walls (not very lavishly, mind you; just enough to say it's there and to brighten up the place). CLOSE IN on a large window, through which a giant Christmas tree can be seen.

BABS' CAR -int. NIGHT
BABS talks to DICK on her cel phone while driving.

WAYNE MANOR LIVING ROOM -int. NIGHT
DICK hangs up the phone truimphantly. His night just got a whole lot brighter.

BEGIN FLASHBACK

GOTHAM HARBOR -ext. NIGHT
CLOSEUP of THE JOKER'S maniacal cackle, as he tosses a JOKER GRENADE behind him to cover his escape.

The GRENADE arcs toward BABS, who's wearing her BATGIRL costume. Suddenly, DICK, as NIGHTWING, leaps into the frame and dives with her to safety.

The grenade explodes OFF-CAMERA, illuminating NIGHTWING as he covers BATGIRL. They stay like this for a while longer, and realize that the rescue tactic has turned into an embrace. They look at each other and smile, not really wanting to get up.
They look up and see BATMAN standing over them.

BABS' CAR -int. NIGHT
BABS taps her steering wheel with her fingers, her demeanor less than cheerful.

We see through her windsheild that she's in a traffic jam, with no relief in sight.

BABS blasts the horn a few times in frustration, then considers demolishing her steering wheel just out of annoyance. She leans back and rubs her temple.

BABS' eyes widen as she sees an encroaching shadow on the wall behind the GIRL.

A human shadow.

The shadow reaches out predatorially, and an arm grabs the GIRL by the blanket. One quick snatch and the GIRL is pulled into the alley.

BABS watches all this in horror, the color drained from her face.

GOTHAM STREET -ext. NIGHT
BABS unfastens her seatbelt, grabs her BATGIRL mask from the back seat, and gets out of her car, slamming the door behind her.

She races toward the alley, putting on her mask, completely oblivious to the fact that she just left her car unlocked and unattended in the middle of a traffic jam.

ALLEY -ext.
BABS enters the alley at a full run, looking around for any sign of the GIRL and her captor.

She sees three retreating figures heading toward a dark corner of the alley: the SHADOWY FIGURE (who's carrying the girl with the blanket) wears a black coat and black hat, while the other two are larger and wear gray threadbare jackets.

BABS grabs GOON #1's shoulder. He wheels around with his elbow. BABS ducks and delivers a solid punch to his ribs.

The other two turn around to see what's going on, and BABS kicks the GOON in the stomach, sending him into GOON #2. Both crash into a pile of cardboard boxes.

The SHADOWY FIGURE sets the GIRL down and pulls a long stick out of his coat. He charges BABS, swinging the stick. BABS sidesteps the stick but is backed up against a wall.

The GOONS get up and approach BABS from both sides. BABS grabs GOON #2's arm and throws him against the wall, raining five powerful punches onto his head and chest in rapid succession. GOON #2 falls while #1 tries to grab her from behind.

BABS ducks and sweeps his legs out from under him. She then performs a backflip onto a handstand over his body and brings her knees down hard on his chest.

She stands up just in time to see SHADOWY FIGURE swings his stick at her, hitting her in the arm and sending her back into the wall.

GOON #2 gathers #1 while SHADOWY FIGURE grabs the GIRL again and the three take off.

BABS tries to follow them, reaches a dead end, turns around, and finds several places the abductors could have exited the alley. She catches her breath, visible in the cold air.

CUT TO

WAYNE MANOR LIVING ROOM -int. NIGHT
Alfred answers the door, and is surprised to see BABS in complete physical and emotional disarray. DICK, BRUCE, and TIM also see her and they immediately rush to her.

BATCAVE -int.

The Manor's occupants are now in the BATCAVE, huddled around the BATCOMPUTER. All are dressed in their respective vigilante costumes, except of course for ALFRED, who doesn't have one to begin with. Sitting in the chair manning the computer is, of course, BABS in her BATGIRL outfit.

CLOSEUP of the COMPUTER SCREEN which shows a diagram of the alley where BABS chased the abductor.

BATGIRL revs the engine again and kicks the cycle into gear, taking off in a hurry.

NIGHTWING watches her exit the CAVE, and punches the wall next to him in anger.

GOTHAM SEWER -int. NIGHT
TIGHT CLOSEUP of a puddle of water created from a slowly leaking pipe. BATGIRL'S foot steps in the puddle, making a tiny sploshing sound. Make sure that her reflection is visible in the puddle before her foot splashes.

BATGIRL continues walking, the eyeholes in her mask covered by green NIGHT-VISION lenses.

--just in time to see BATGIRL swing on her grapple line (hooked to a ceiling pipe) and slam SCARECROW into the wall with both feet. BATGIRL'S wearing her gas mask, fully prepared.

SCARECROW drops the glass (which shatters on the floor), and staggers, dazed. BATGIRL grabs him by the collar and pins him to the wall, one forearm pressed against his throat. It's safe to say BATGIRL is unhappy with the guy.

Standing behind BATGIRL are SCARECROW'S THUGS, who helped him in the alley.

P.O.V. SHOT of SCARECROW, who raises his cane and brings it down on the CAMERA (BATGIRL).

A sharp THUD is heard, accompanied by darkness.

A closer look reveals the car's inhabitants to be THE JOKER and his female sidekick HARLEY QUINN.

BATMOBILE -int.
BATMAN reacts to this in his usual manner:

SCARECROW'S LAIR -int.
BATGIRL sleeps, handcuffed to an old chair, guarded by the GOONS. CLAUDIA'S OFF-CAMERA shouts wake her up.

CLAUDIA is still chained to the wall, obviously drugged and reacting to nightmarish visions in her head. SCARECROW is sitting in a chair facing her, while scribbling notes in a notebook in his lap. The rest of the children are also chained up, asleep.

BATGIRL struggles against her handcuffs, alerting the GOONS. They hold their guns on her threateningly.

SCARECROW turns to BATGIRL without getting up.

The GOONS react to this, raising their guns, while BATGIRL slips her hands out of the cuffs and stands up, facing the two in a defensive stance.

The GOONS fire their guns. BATGIRL ducks, unhooking two Batarangs from her belt, then jumps into a forward flip, throwing the Batarangs at the GOONS behind her. She lands facing the SCARECROW.

The GOONS are each hit in the face by a Batarang and drop their guns.

SCARECROW smiles savagely and raises his stick, bringing it down toward BATGIRL. She sidesteps the swing and crescent-kicks SCARECROW in the face, sending him reeling, then doubles him over with a kick to the stomach with the same leg., and finishes him off with an elbow to the back of the neck. SCARECROW sinks to his knees.

The GOONS charge BATGIRL, who picks up SCARECROW'S stick and holds it like a baseball player.

BATGIRL, surprised, reels backward, drops the stick, and coughs. NIGHTWING springs forward and traps SCARECROW in a headlock. BATGIRL recovers, glaring back at SCARECROW.

BATGIRL hits the ground and NIGHTWING holds her down.

SEWER TUNNEL -int.
LOW SHOT of BATGIRL'S feet as they race down the tunnel at top speed.

BATGIRL reaches an intersection and looks around, trying to determine which direction to go. She hears SCARECROW'S voice echoing through the sewer:

SCARECROW pins BATGIRL against a tunnel wall, holding the pole part of the scyth against her neck.

STORAGE ROOM -int.
She leads them into a large room where SCARECROW keeps storage tanks of the many varieties of Fear Toxin, which line the walls. The room deadends at the far end.

SCARECROW'S scythe blade buries itself in one of the tanks, releasing a crimson cloud of Fear Toxin into his face.

SCARECROW staggers backward, coughing furiously. The cloud fills the room as SCARECROW - or, more accurately, JONATHAN CRANE - drops to his knees. He covers his face as hallucinogenic visions begin to overwhelm him.

STORAGE ROOM -int.
The room is filled with a red fog. JONATHAN CRANE sits at the center of it, hallucinating. His hands cover his ears, as ghost images float over his head.

Images of people...laughing. All at him. Among the group of laughing faces are BATMAN, ROBIN, BATGIRL, NIGHTWING, COMMISIONER GORDON, JOHNNY CARSON, DAVID LETTERMAN, BOB HOPE (and just about any other famous comedian), TWO-FACE, POISON IVY, PENGUIN, KILLER CROC, FARMER BROWN (and if FARMER BROWN laughs at you, you know you have problems!), LOCK-UP, HARLEY QUINN, and of course, the original Laughin' Boy himself...THE JOKER, whose head appears the largers, and who unquestionably laughs the loudest.

GOTHAM ALLEY -ext.
The manhole cover lifts up and slides to the side. NIGHTWING, BATGIRL, and the CHILDREN crawl up out of the sewer. NIGHTWING closes the lid behind them. BATGIRL collapses to her knees, exhausted, taking deep breaths.

GOTHAM LUMBER YARD -ext.
BATMAN and ROBIN crouch behind the Batmobile, as machine gun fire peppers its bulletproof exterior.

The JOKER, the one firing the gun, looks distressed as the gun clicks, out of bullets.

BATMAN rises up into view, glaring at the JOKER menacingly.

JOKER chuckles, an 'I-am-just-so-screwed' look on his face, and throws the gun at BATMAN and runs.

GOTHAM ALLEY -ext.
NIGHTWING listens, then looks at BATGIRL and shrugs.

WAYNE MANOR BACKYARD -ext.
The snow falls, joining the inch of snow already on the ground. FOLLOW two trails of footprints across the yard. BABS and DICK walk together through the snow toward the mansion.

GOTHAM ROOFTOP -ext.
ROBIN sits near STEPHANIE BROWN, a.k.a. THE SPOILER, as they both unwrap their presents.

WAYNE MANOR BACKYARD -ext.
BABS and DICK reach the back door to the mansion.