Watch your speed, Diaz. We don't need the cops pulling you over.
- How far's the turnoff? - Couple of miles.
Puts you right on the interstate out of Gotham.
What was that?
It's Batman, ain't it?
Jeez Louise, it's a woman!
What are you sitting there for?
Get out!
Whoa, who's having the light show?
Haven't seen her around the cave.
Could she have been an old opponent in a new disguise? Perhaps Catwoman.
No, even Selina Kyle has more regard for human life.
This is someone entirely new, Alfred.
The last thing Gotham needs is a vigilante running amuck.
As they say on the streets, "I ain't touching that one."
The point is, her costume links her to me. Why?
What does she have planned? How far will she go?
Do be careful. Remember, there are many species in which the female...
...is deadlier than the male.
He's been waiting.
It still lists to the right. See what you can do.
Penguin.
Mr. Duquesne. I hear we had an unpropitious setback.
If you mean we got hit, yeah.
And how exactly could that have happened?
I don't know yet.
No one but us even knew the shipment was going out last night.
Well, someone did.
- A Batwoman? - That's what my man said, Thorne.
Batman, Batgirl, Batwoman! What is it about this city? The water?
Fortunately, it was only one truckload.
I've doubled the manpower at our warehouse sites.
No way she can get to the rest.
Forgive me if I'm not so sanguine.
Our overseas consortium has paid us a half-billion dollars for these arms.
If we don't deliver, they'll want their money back. Since we've spent it...
...that would present a problem, wouldn't it?
I want the rest of it to be out within the week...
...which means take care of this bat-clone now.
You're supposed to be our muscle, Mr. Duquesne. Start flexing.
Well, someone talked! Someone dropped a dime!
- We find out who, we'll find her. - Daddy!
Hold on.
- Where you been? - Don't worry, Daddy.
I brought your lapdogs with me. For once, they came in handy.
Shoo.
So Raoul, my favorite hairdresser, had a spiritual rebirth last week...
...and left for an ashram in Bukittinggi.
- How was your day? - You should tell me when you go out.
Who's on the phone?
Business. Nothing for you to worry about.
I guess I should be going then.
We're getting dangerously close to a conversation.
Do whatever it takes. I want you to find her. Find her and finish her!
Today on Bat-Watch, everyone wonders who the mysterious Batwoman could be.
Batman's new partner? Batgirl grown up? We asked Police Commissioner Gordon.
All I can say is, she's not affiliated with Batman.
Otherwise, I have no comment.
Det. Bullock! Harvey!
I think we got enough bat-freaks in Gotham already.
I mean, what's next? Bat-hound?
Come on, Bullock, throw us a bone here, will you?
I've been thinking about getting a dog. He could help us sniff out clues.
- Bruce Wayne here. - Bruce, it's Barbara.
Hey, Barb.
- She misses you. - How's college?
Not bad, though the nightlife here can't compare with kicking butt as Batgirl.
But spring break'll be coming up soon...
...and I'll be back in Gotham for two whole weeks.
Won't that be nice?
Yes, we'll all be happy to see you.
Don't drag me into this.
Anyway, that's not the reason I called.
I just saw the news and was wondering if you got a new partner.
Someone a little older?
I have no idea who she is.
Because if you had, I'd be really upset...
...because I thought you and I were, you know...
Barb, we're going through the East Tunnel now.
Afraid signal's breaking up. Talk later.
Squeaked through again, didn't you?
I never fail to marvel at your narrow escapes, sir.
One female bat at a time.
In discussing this new alloy, I brought some charts...
...to demonstrate the care and precision we bring to our work at Wayne Tech.
So as you can see, the alloy's tensile malleability is remarkably high...
...given its density and homeotropic structure.
Meaning that the flexible molecular stacking will...
...provide considerable morphological adaptability...
...through the electromagnetic manipulation of the quantum states!
See this chunk of metal? I can program it to change shape.
- Oh, fantastic. - That's fantastic.
I thought she said it was metal.
- Look at that. - It's beautiful.
Just with one touch?
So exciting.
Actually, the technology's pretty simple.
It's just imprinting morph lines with a pressure point.
- I'm not sure what it's good for. - I happen to have a silent partner...
...who I'm sure will find some use for it. - That's great.
It's so cool to be in an R&D company that takes young women seriously...
...especially blonds.
At Wayne Tech, it's what's under the hair that counts, Dr. Ballantine.
It's Rocky. Actually, Roxanne...
...but people have always called me Rocky for some reason.
Look! It's the bat signal!
- Where? - Right there!
What's going on over there?
Wow! I've never seen it before! Isn't it exciting?
Every time. Check.
He'll get here. And remember, when he does, I'll do the talking.
What is it, commissioner?
I had Bullock collect the remains of the contraband destroyed.
I thought you might like to take a look.
Stuff's out of "Star Trek". I thought maybe someone broke into a toy store.
These aren't toys, Bullock. This is a plasma rifle.
It could take out a tank at 200 yards.
More like 500. I measured the clip size.
Sonia Alcana, Bullock's new partner.
There are also EK4 lasers and a barrel from a surface-to-air missile launcher.
- Who's behind this? - The truck driver ain't talking...
...but I got some leads. Can't say anything definite right now.
We have nothing.
- Where'd you get this? - From the guy's truck...
...when I had it impounded.
I'll get back to you.
What's got his tights in a twist?
Penguin owns this place?
Along with Duquesne and Thorne.
- What do they make here? - Trinkets, figurines...
...weapons of mass destruction. I don't see any of his goons around.
There she is!
See her?
Over there!
So you like to play rough, huh, sweetie?
Welcome to superhero team-up!
Get them!
Come on!
- You shouldn't be here. - Likewise.
No. I mean, I've set a charge.
Where?
Below us.
A munitions room.
Let's get out of here!
Where'd she go?
Up there!
Let's move!
They were making arms for Kasnia...
...something the State Department would frown upon. This was their weapons plant.
- It'd be a little hard to prove that now. - Doesn't matter. They were finished here.
But I've just begun.
Who are you? Why are you doing this?
You're the great detective. Figure it out.
Gotta jet.
Who? The Batwoman?
What do you mean it's gone? The whole building?
You got a lot of nerve, freak!
You and your woman have caused me enough grief for one night.
It's my home, my family! Get out!
I heard a commotion last night. Who was here?
Nobody.
Did nobody do that too?
Nothing for you to worry about.
As if I ever.
- Where you going? - Nowhere.
Do they have to come?
Just for the next couple days.
I'm having trouble with some people. I don't want you to have any problems.
You mean like Mama problems?
You live under my roof in my town. You do what I say!
Fetch.
That's her.
Exactly what is it you hope to discover?
What a beautiful young woman does in her free time.
A pleasure drive then.
I see why Dennis the Menace is one step closer to juvenile hall.
- How many stores does this make so far? - Including the nail boutique, seven.
And not one sale on explosives.
You know, Alfred, I think I could use a new watch.
You deserve it, sir.
Brown taffeta? What are they thinking?
It's a dressing room! The worst that can happen is, I'll need a size 8!
Why don't you go rob gift wrap or something?
I miss working for The Joker.
- Sir, could you help me? - Sorry, I don't work here.
No, not that. See those men? I'd rather they not see me.
If you could just help me get to the escalator...
Okay. Usually, you only see things like this in the movies.
Hey, wait! Miss Duquesne!
Who's she with?
Keep going.
Oh, dear.
You're good.
Here they come.
Hurry, get in. Unless you want that lovely face rearranged.
- Hey, stop! - You crazy?
- Who were they? - Daddy's bodyguards.
You've just run off with a very notorious woman.
I'm Kathy Duquesne, daughter of Carlton Duquesne.
The gangster?
Yes, but we try not to use the G word in front of Daddy.
This is interesting. I think we're being followed.
Doesn't look like Daddy's goon squad. Hope you're not expected anywhere.
You're on your own, Master Bruce.
We having fun yet?
Bruce Wayne?
What a photo op!
The most respected man in Gotham with the daughter of the most disrespected.
Your father has a lot of competition for that title.
I know. Most of them come to dinner from time to time.
I used to wonder what it's like to come from a respectable family...
...where there's no violence, no vendettas, no victims.
What must that feel like?
I wish I could tell you.
It must feel like freedom.
Kathy, be careful.
You sound like my mama. "Be careful, Kathy. Don't go scaring me, girl."
This was our favorite spot. We used to come out here to paint.
She was a great artist. She said I had the eye.
She said, "Honey, you could be another Carrie Mae Weems."
What happened?
She died. Isn't that what always happens?
I'm sorry.
Everyone's sorry.
It doesn't make any difference.
Here. Bring it back sometime. Or not. There's always plenty more.
Down, boys.
I met Batwoman. She confirmed they were making the weapons at Penguin's factory.
- Who is she? - I think Carlton Duquesne's daughter.
Remember the assassination attempt on him 10 years ago?
Yeah, they missed him. Hit his wife instead.
I think Kathy Duquesne blames her father for that and a lot more.
Come on, she'd be biting the hand that feeds her.
Think of the dough her old man has.
You can't buy peace of mind, Bullock.
Let's keep a tail on her.
I see Miss Duquesne is gifted in other sports besides extreme shopping.
This bodes well for your suspicions, does it not, Master Bruce?
Yes, Alfred.
- What's with him? - I think he has some affection for this one.
He sure can pick them.
Relax, Penguin. We were gonna torch the place for the money anyway.
I don't think you appreciate the precariousness of our perch, Thorne...
...especially now that we have no factory!
If we're unable to deliver the rest of our stockpile, we're dead.
The Kasnians will come after us like wolverines.
We'll be begging for prison.
Duquesne says he can handle the bat-broad.
She almost killed Batman, for heaven's sake!
Normally, I would find that commendable...
...but now it just proves that Duquesne is out of his league.
We need some real muscle.
Whoever you want to bring in, Penguin, is fine with me.
I can't believe this!
Who are they getting? Who's better than you?
Penguin's not saying.
Get out. Get out!
First you click on the red crystal, then the blue, then hold down the shift key.
Whoa! You got in!
I've raided a few tombs in my time.
She found the secret bonus level to "Death Castle 3000"!
Nobody at school can figure it out. The guys are gonna flip.
So is Alfred. He's been waiting in the car for you all this time.
Thanks.
- Working late again? - Yeah.
Fortunately, my boyfriend is very understanding. What about yours?
Girlfriend! I mean, of course girlfriend. After all, considering your reputation.
Not that it's bad or anything or any of my business, because it's not.
I was just curious. How red is my face?
Crimson. And no, I don't have anybody special.
Am I that forgettable, Bruce?
I've managed to lose my shadows for a while...
...and I thought I'd paint the town red.
Want to come along and empty a few spray cans?
Excuse me, Kathy Duquesne, Roxanne Ballantine.
- Pleased to meet you. - Yes, I'm sorry.
- About what? - I don't know.
So you never got married, huh?
Hard to believe. Here she comes.
Well, what do you know? It's the trash picking up the trash.
Hey, K.D.
Looking hot.
You got some fries with that shake?
I know, not exactly the book-club crowd.
- I suppose you know who owns this place. - She should. I bought her her first parasol.
- Kathleen. - Ozzie.
And Mr. Wayne. It's been quite a while, hasn't it?
Yes. The last time was when you stole plutonium...
...from one of my labs and threatened to blow up the city.
Oh, yes, my more rambunctious days.
Sir, your call just came in.
The vagaries of a restaurateur. You understand.
Didn't know you and Penguin had issues.
It's not the bird that's bothering me, it's you.
- What kind of game are you playing? - Game?
You dump your guards for a night, and where do you go?
A club where the patrons are your father's cronies.
It's like you want him to hear about it.
I'm not sure I like your tone. I think I'll decide in the powder room.
So you've already landed. Splendid. How soon before we can commiserate?
I can drop by your club tonight. I assume you have a back entrance.
Oh, yes. I use it so much, I'm thinking of installing a revolving door.
See you then.
- I said I wasn't to be disturbed. - Oh, am I disturbing you?
Can't have that, can we?
How dare you? Release me at once, you harridan, or I'll...
They're constricting.
They'll slice a penguin like a turkey, unless you tell me who your new player is.
Who, Penguin? Who's the big, bad boogeyman?
I can't hear you.
- Bane. - Bane?!
No, run this way.
A bat-seeking missile for you, my dear.
You hear that?
Call for backup!
Time to burn a bat.
Come on, let's see those pointy little ears.
- Stay together, come on. - Hurry!
It must've been a heck of a floorshow.
I have to admit, not every date I have ends with a police investigation.
You poor thing. Every time we're together I seem to risk your life.
I'm sorry about tonight. You were right about me.
No, no, don't say that. I jumped to conclusions.
I was wrong about you. And tonight... Tonight turned out wonderfully.
The old man wants you.
I'd invite you in, but I think it's going to be chilly upstairs.
Souvenir?
I found it in the Penguin's club.
How about an autograph? Make it a real collector's item.
- What did you learn at the lounge? - Other than the fact...
...that Kathy Duquesne can't be Batwoman, not much.
I found this in his office. I think Batwoman used it on him. I kept a piece.
You know removing evidence from the scene of a crime is...
...probably not gonna lose you any sleep.
Call it a souvenir.
You saved my life once.
Nine years ago. Arsonists, they burned my parents' shop.
I was sleeping. We lived on the second floor.
My room was filled with smoke. I couldn't find the window.
The floor was hot, flames shooting between the floorboards.
And then, there you were.
I remember. The arsonists were working for Rupert Thorne.
Part of his protection racket. The DA couldn't make the case stick.
Yeah, that's why I decided to become a cop.
I just thought you should know.
That's tight. What's it mean?
The wire from Penguin's office is identical to the alloy Dr. Ballantine developed.
Rocky? You think someone's using her stuff?
Arms up.
Proceed.
- Kevin, are you okay? - No, Rocky, I'm not okay.
I'm so far from okay, I can't even see it.
Don't give up. We're close. Really close.
Once someone in Penguin's organization is willing to talk...
You can't keep doing this. It's too dangerous.
- If Penguin finds out you're spying... - He won't. I can take care of myself.
I'm not the wimp I used to be. I've changed. I've had to.
You'd have to be Supergirl to stand a chance.
You don't know what I've been doing.
Look, Rocky, I don't want to see you anymore.
- You aren't... - Serious? I'm dead serious.
I've got five more years here before I get a shot at parole.
It's stupid to waste your life waiting for me.
It's my life. I can waste it any way I want.
Don't come here again, Rocky.
- If you do, I won't see you. - Kevin?
Kevin, no! Listen to me.
Kevin!
You have no new messages.
- Batman? - Nice moves for a computer geek.
I used to... I mean... Well, so what?
I took self-defense classes, like millions of women.
Now it's your turn. Why are you in my apartment?
Checking out your new designs.
They're beyond what you're doing for Wayne.
- You were...? You had no right to... - Where were you last night?
- I was at Wayne Tech. - You left by 7:00.
- Well, I went for a walk. - To the Iceberg Lounge?
Wait a minute, are you trying to say I'm Batwoman? You're not serious.
Recognize this? Batwoman used it.
It has the same configuration as the alloy you developed for Wayne Tech.
So? I'm hardly the only one working in metallurgy.
True, but you're the right body type. And you have a motive.
Your fiancé was framed for smuggling by the Penguin.
And I know someone broke into the Penguin's files.
Yeah? So what? Of course I'm trying to get Kevin's sentence commuted...
...but I'm not doing anything illegal. Here's a radical notion:
Instead of me, how about you investigate the birdman?
I bet there's lots more incriminating evidence on his hard drives.
This game you're playing has high stakes, higher than you know.
You could get hurt or worse.
You sound just like him.
I checked the warehouses this morning.
- No reports of any trouble. - Yet.
There's our cheerful associate.
Shall we meet and greet, gentlemen?
Penguin, I have reviewed your proposal for my employment.
I'm sorry, but your terms are not acceptable.
I want "carte blanche", complete control of the operation.
I answer to no one.
Now wait, you can't just roll in here and give orders.
I just did, "Señor" Duquesne.
Do not worry. If this Batwoman attempts any interference at all...
He has a way with words. Now, shall we discuss the shipment?
This time we have spared no expense.
We're using a luxury cruise liner as our cover, and the ship sails tonight.
- What's the matter? - The night you and I saw Batwoman...
...Rocky Ballantine was working late at Wayne Tech.
I knew she couldn't be Batwoman. She's too nice.
I was so sure this time.
Well, she can't be in two places at once...
...unless she has the power to duplicate herself.
Robin, get on the computer.
Cross-reference all databases on Kathy Duquesne and Roxanne Ballantine.
Find anything that connects them. Anything.
- Where are you going? - To make a house call.
I've got it all: Their plans, the timetable, the manpower, Bane's agenda...
- He's onto me. - What?
Batman, he knows everything about me:
Where I work, what I do, all about Kevin. It's uncanny.
- So what? - So what? He's gonna ruin everything!
I told you we should've created a new identity, not just spun it off him.
She's right, look at how fast he caught onto me. We didn't count on this.
So he thinks you're Batwoman. Two days ago he thought it was you.
Tomorrow he'll think it's someone else.
Trust me, if he really had any idea what's going on, I would know.
We are so close to our goal. We stop them tonight, and we've broken them.
- Tonight? - They're moving that fast?
Not fast enough for us, Rocky. Never fast enough for us.
Somebody in here?
- Something wrong? - Nope.
- Yes. - I got some bad news for you.
Or maybe good. There's no connection between Kathy and Rocky.
Different cities, circles and planets.
No way they could've known each other.
Yes, there is.
All they needed was someone to introduce them.
Remember, once they load the ship...
...Bane will station himself in the pilot's cabin...
...with guards at checkpoints. You get past this one...
...and it's straight to the atrium and the weapons.
And the gift boutiques.
Kathy, the detonator has a failsafe countdown.
I wouldn't shop too long.
I guess this is it.
You sure you're gonna be all right?
Don't worry, I'll be back.
Señorita.
Would you stop that infernal tapping? In a few minutes the ship will be...
...in international waters, and we'll be very rich men.
Gin.
Yes. Yes, he's here. We're all here.
She did?
No. You want us now?
- Is the shipment...? - It's fine...
...but he's not leaving the harbor yet. He has Batwoman.
Mustn't keep the lady waiting.
- Batman? - You knew Kathy Duquesne.
- What? - You both took art classes together.
She sketched your face. It was years ago, but it's you. Kathy had a good eye.
- You also knew Rocky Ballantine. - Who?
Let me jog your memory. State University, freshman year.
Same dorm, same floor, same room.
You've been a busy bat.
You each brought something to the party. Kathy had money...
...Rocky had the genius and you had the scheme and the will to make it happen.
When that fire destroyed my folks' business, they never recovered.
They'd worked their whole lives, and then it was ashes, just like that.
It tore our family apart.
Everyone knew it was Rupert Thorne, but there was no way to prove it.
Now he's gonna know how it feels to see his life go up in smoke.
Three Batwomen. It was just a matter of disguising your voices and taking turns.
And you know what? It almost worked.
Where is Kathy Duquesne?
- I'm here. - Something's definitely wrong.
There's no report of any ship in distress.
I radioed Kathy, but she's not responding. She's in trouble, I can feel it.
What're we gonna do?
Sonia?
Olé, señor. Exemplary work.
I wanted you here when I realized who she was.
I felt a certain caution was in order.
So who is she?
- Kathy? - What's going on, Duquesne?
- No wonder she always knew our plans. - What? You think I told her?
She planned to use this.
Don't let the size fool you, "señores", it's a carbonite bomb.
It can take out this entire chamber and more.
Are you crazy? How could you do this to me?!
It was easy, Daddy. You made it easy, because of the kind of man you are.
A man whose wife is killed just because she stands next to him.
The kind of man who makes a prison out of his own house...
...a prisoner out of his own child.
The kind of man who spreads misery to everything he touches.
- And for what? For them?! - Shut up!
- This doesn't make sense! - On that we agree...
...because I distinctly remember your daughter at my lounge...
...the same night Batwoman assaulted me.
You're not in this alone, are you, Kathleen?
Who else?
Penguin, no!
No, don't!
Tell me who else is involved while Daddy still has a neck.
Bon voyage, Señor Batman.
Bridge, head out to sea. I want us in international waters now.
- They're heading to sea. What you think? - Batman said he'd give a signal...
...but that doesn't mean we can't take a closer look.
You're out, Duquesne.
I shouldn't have got mixed up with you.
Well, that'll give you and your brat something to talk about in family therapy.
Where's the bomb? Wasn't it here?
It's not over yet, "amigo".
- Here. - I could've gotten out of them.
No doubt, since you got yourself into them.
Your friends are waiting to rescue you. Let's not disappoint them.
No, let's not.
Don't! Break the magnets, and it'll go off.
There's no way to stop it without the code...
...which escapes me at the moment.
I'm sorry, but one way or another it has to end.
Even if she doesn't have the bomb, let's act like cautious birds and head south.
Well, what do you know? Our two favorite felons.
Egads, they're multiplying.
That felt so good. Now where's Kathy Duquesne?
Daddy!
I knew sooner or later we would face each other, Batman. I prayed for it.
This ship is going down in less than a minute.
That's all the time I need.
Should've saved those prayers.
- Abandon ship? - You think?
Let's go. Double-time it. Come on now.
- Would you move it? - Get over. I wanna get out of here.
Let's get going. Get out of here!
Come on, lower, lower, lower.
Sonia!
- I got her. - Don't worry about me.
Just get them!
The ship's going down, Penguin.
Our only consolation is that it will take a few bats with it.
What?
And I thought penguins liked the water.
"Estúpido"! No bonds can hold me!
What?
No!
I can still crush you!
No!
Sonia?
I've got you.
Maybe I should write the report this time, huh, Bullock?
For what it's worth, the city's losing a good cop.
Condoning vigilantes is one thing...
...but even Com. Gordon draws the line at employing them.
We're just lucky the DA's looking the other way.
Someday you'll have to tell me how you do it.
How you keep from crossing the line.
When I put on the mask, I couldn't even see the line.
- Maybe I don't take it as personally. - Somehow I doubt that.
- Where will you go? - I'm not sure.
Someplace simpler, where capes aren't the prevailing fashion.
- Don't tell me you came to wish me luck. - That, and to give you this.
Exculpatory evidence that should help release Dr. Ballantine's fiancé from jail.
- I thought it should come from you. - I... Thank you.
I'm sure she'll appreciate it.
I think I'm gonna miss that.
I hated who he was, what he did, the hurt he brought to people.
But now that he's in here, I feel bad.
At least we talk. He's making a deal to testify against Thorne and Penguin.
Maybe he hated his life as much as you hated yours.
For a computer geek, you're pretty smart.
- By the way, how's Bruce? - Mr. Wayne? Fine, I guess.
- You haven't heard from him? - I think he's been reading the papers.
Rocky!
Kevin!
Kevin.
- About time I returned this. - What are you doing here?
Funny thing. This morning I got up thinking, "Something's wrong."
And then I realized: No gunfire, no explosions, no goons out to do me in.
Everything was peaceful and quiet.
And that's when I realized how much I missed you.
You poor thing. But that was the old Kathy Duquesne. The new one is different.
She intends to live a life of complete respectability.
- All the time? - Afraid so.
Well, maybe an explosion now and then.