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                            JOKER

                          AN ORIGIN




                         Written by

                 Todd Phillips & Scott Silver




                                                  13 April 2018 

  This story takes place in its own universe. It has no
  connection to any of the DC films that have come before it.

  We see it as a classic Warner Bros. movie. Gritty, intimate
  and oddly funny, the characters live in the real world and
  the stakes are personal.

  Although it is never mentioned in the film, this story takes
  place in the past.

  Let's call it 1981.

  It's a troubled time. The crime rate in Gotham is at record
  highs. A garbage strike has crippled the city for the past
  six weeks. And the divide between the "haves" and the "have-
  nots" is palpable. Dreams are beyond reach, slipping into
  delusions.



                                                      OVER BLACK:

    HEAR LAUGHTER.

    The sound of a man totally cracking up.

                                                        FADE IN:


1   INT. DEPT. OF HEALTH, OFFICE - MORNING                          1

    CLOSE ON JOKER (30's), tears in his eyes from laughing so
    hard. He's trying to get it under control. His greasy, black
    hair is matted down. He's wearing an old, faded red hooded
    zip-up sweatshirt, a threadbare gray scarf, thin from years
    of use, hangs loosely around his neck.

    WE NOTICE TWO FADED OLD SCARS cut at the corners of his
    mouth. Almost forming a smile.

    He's sitting across from an overworked SOCIAL WORKER (50's),
    African American. Her office is cramped and run-down in a
    cramped and run-down building. Stacks of folders piled high
    in front of her.

    She just sits behind her desk, waiting for his laughing fit
    to end, she's been through this before. Finally it subsides.

    Joker takes a deep breath, pauses to see if it's over.

    Beat.

                        JOKER
              --is it just me, or is it getting
              crazier out there?

    Despite the laughter, there's real pain in his eyes.
    Something broken in him. Looks like he hasn't slept in days.

                         SOCIAL WORKER
              It's certainly tense. People are
              upset, they're struggling. Looking
              for work. The garbage strike seems
              like it's been going on forever.
              These are tough times.
                  (then)
              How 'bout you. How's the job? Still
              enjoying it?

                          JOKER
              Yeah, I   mean, it's different each
              day, so   I really like that. I don't
              think I   could ever work in an
              office.   Behind a desk.
                          (MORE)
                                                         2.

                     JOKER (CONT'D)
              (beat)
          No offense.

She smiles. Writes something down. Looks at the clock, she's
running late for her next appointment.

                    SOCIAL WORKER
          Have you been keeping up with your
          journal?

                       JOKER
          Everyday.

                    SOCIAL WORKER
          Great. Did you bring it with you?

Beat.

                    JOKER
              (dodging the subject)
          I'm sorry. Did I bring what?

                    SOCIAL WORKER
              (impatient; she doesn't
               have time for this)
          Arthur, last time I asked you to
          bring your journal with you. For
          these appointments. Do you have it?

                       JOKER
          Yes ma'am.

Beat.

                    SOCIAL WORKER
          Can I see it?

He reluctantly reaches into his bag. Pulls out a weathered
notebook. Slides it across to her--

                    JOKER
          I've been using it as a journal,
          but also a joke diary. Funny
          thoughts or, or observations-- Did
          I tell you I'm pursuing a career in
          stand-up comedy?

She's half-listening as she flips through his journal.

                    SOCIAL WORKER
          No. You didn't.

                    JOKER
          I think I did.
                                                            3.


She doesn't respond, keeps flipping through his journal--

                    SOCIAL WORKER
          Oh yeah. Because of what your
          mother said,-- about your purpose.
          "To bring laughter and joy to the
          world," right?

                    JOKER
          Right.

ANGLE ON JOURNAL, pages and pages of notes, all in neat,
angry-looking handwriting. Also, cut out photos from hardcore
pornographic magazines and some crude handmade drawings.

A flash of anger crosses Joker's face. We see him picking at
his right eyebrow, almost obsessively. Trying to stay calm.
His eyebrow is actually half-gone. Something he does a lot.

                    JOKER
          I didn't realize you wanted to read
          it.

The social worker gives him a look, then reads something in
the pages that gives her pause.

                    SOCIAL WORKER
              (reading out loud)
          "I just hope my death makes more
          sense than my life."

She looks up at Joker. He just stares back. Lets it hang out
there for a beat.

Then he laughs a little, even though he doesn't think it's
funny--

                    JOKER
          Yeah. I mean, that's just--

                    SOCIAL WORKER
          Does my reading it upset you?

He leans in.

                    JOKER
          No. I just,-- some of it's
          personal. You know?

                    SOCIAL WORKER
          I understand. I just want to make
          sure you're keeping up with it.

She slides his journal back to him. He holds it in his lap.
                                                         4.


                    SOCIAL WORKER
          What about your mom? How's she
          feeling?

                    JOKER
          She has good days. But mostly bad.
          It's been a big help having me
          there. She really needs me.

                    SOCIAL WORKER
          Seems like she's been sick a lot
          since you got home.

                     JOKER
              (nods)
          Yeah, it's good I'm there. When I
          was in the hospital, after my last
          episode-- she was having trouble
          getting over there to visit.

She looks back up at the clock, she needs to get to her next
appointment.

                    SOCIAL WORKER
          All right. So, I'll see you again,
          two weeks from today?

He nods. But keeps sitting there for a moment.

She stands up, trying to signal it's time for him to leave--

                    SOCIAL WORKER
          Is there something else I can help
          you with, Arthur? My next
          appointment is waiting.

He just keeps sitting there.

                    JOKER
          Yeah, I was wondering if you could
          ask the doctor to increase the
          dosage on my medications? Nothing
          seems to make a difference.

                     SOCIAL WORKER
              (looking over his record)
          Do you know which ones you'd like
          increased?

Shakes his head, no.

                    SOCIAL WORKER
          Have you been sleeping?
                                                              5.


                        JOKER
                  (lying)
              Some.

    She glances at his file again.

                        SOCIAL WORKER
              Arthur, you're on seven different
              medications. Surely they must be
              doing something.

    He finally stands up. Zips up his faded red sweatshirt.

    Looks at her--

                        JOKER
              I just don't wanna feel so bad
              anymore.

                                                  CUT TO BLACK:

    TITLE:

                                JOKER


2   EXT. GOTHAM SQUARE, MIDTOWN - KENNY'S MUSIC SHOP - DAY         2

    GOTHAM SQUARE IS CLOGGED WITH TRAFFIC. Non-stop honking
    horns, pedestrians crowding the sidewalk. Huge billboards,
    giant movie marquees, garbage bags piled high everywhere.
    Underneath it all we hear a TINKLING PIANO playing something
    bouncy and fast-paced.

    FROM ACROSS THE BUSY CITY STREET, we see Joker. He's dressed
    as a sad-faced HOBO CLOWN. This is his job.

    Dressed in tattered clothes, dark five o'clock shadow painted
    on his face, big bulbous red nose, his mouth's outlined in
    white, turned down at the corners.

    He's holding up a sign in front of Kenny's Music Shop that
    reads, "EVERYTHING MUST GO!" A banner above the store reads,
    "GOING OUT OF BUSINESS!" Behind him, an OLD MAN plays a piano
    on the street. Both of them there to draw attention to the
    big sale going on in the store.

    Joker's doing a little Charlie Chaplin like waddle to the
    music. Most people walk right past, ignoring him. A few bump
    into him by mistake.

    JOKER SEES A GROUP OF FIVE BOYS, no more than 15-years-old,
    walking toward him. He moves out of their way. They crack up
    laughing when they see him. Start making fun of him.
                                                                6.


    Joker ignores them, tries to do his job the best he can while
    maintaining some dignity. Keeps dancing and holding up the
    sign.

    One of the kids knocks the sign out of Joker's hands--

                        KID #1
              Suck my dick, clown.

    The kids laugh. Joker doesn't say anything. Just bends over
    to pick up the sign--

    Another kid kicks him in the ass--

                        KID #2
              Whoops.

    Joker falls face first onto the sidewalk. Oddly, the old man
    playing the piano picks up the pace of the music--

    The kids crack up. One of the boys grabs Joker's sign and
    takes off running across the street--

    The other kids follow, weaving through traffic--

    Joker gets up and gives chase. He needs his sign back.

    He almost gets hit by a taxi, spinning out of the way just in
    time-- Spinning right into another taxi that stops just short
    of hitting him.

    Joker keeps running through traffic. People stare. A clown
    barreling down the street has got to be a joke--


3   EXT. CORNER, SIDE STREET - GOTHAM SQUARE - CONTINUOUS            3

    The five boys are booking it down the crowded street laughing
    and whooping it up. At the last second they take a sharp
    right turn down a cross street--

    Joker almost overshoots the corner, slip-sliding in his big
    red shoes--

    He rights himself and heads down after them--

    Sees them running up ahead--

    WHAP! Out of nowhere Joker gets hit in the face!

    He falls to the ground.

    One of the kids was hiding between parked cars and hit Joker
    with the "EVERYTHING MUST GO!" sign, splintering it in two--
                                                                7.


    The other kids turn back and walk up to Joker down on the
    ground.

    Joker reaches out, still trying to save the sign--

    THE KIDS START KICKING AND BEATING THE SHIT out of Joker.
    It's brutal and vicious. Nobody on the street stops to help.

    CLOSE ON JOKER'S HOBO CLOWN FACE, down on the ground. Sweat
    running down his face, smearing his make-up. He doesn't even
    look like he's in pain. He just takes the beating.

    That stupid frown painted on his face.


4   INT. CITY BUS (PULLING OUT) - HEADING DOWNTOWN - DUSK            4

    Joker, makes his way toward the back of the crowded bus, now
    walking with a slight limp, but keeping his head held high.

    His make-up's washed off, costume and props all shoved into a
    big shopping bag slung over his shoulder. Some white grease-
    paint still smudged on the sides of his face.

    He finds an empty seat in the back of the bus. Sees a sad-
    eyed FOUR-YEAR-OLD GIRL, face puffy from crying, sitting on
    her knees looking back at him. Her mother's facing forward,
    but even from behind you can tell she's angry.

    Joker sees the sad-eyed girl staring straight back at him. He
    doesn't know where to look, feeling self-conscious and small.
    He gets back into "character" smiling like a clown and covers
    his face with his hands-- Starts playing the peek-a-boo game
    with her.

    The girl stares back at him for a moment then giggles--

                         WOMAN ON BUS
                   (turns back to Joker;
                    already annoyed)
              Can you please stop bothering my
              kid?

                        JOKER
              I wasn't bothering her, I was--

                         WOMAN ON BUS
                  (interrupts)
              Just stop.

    AND SUDDENLY JOKER STARTS TO LAUGH. LOUD. He covers his mouth
    trying to hide it-- Shakes his head, laughter pausing for a
    moment, but then it comes on stronger. His eyes are sad. It
    actually looks like the laughter causes him pain.
                                                                                   8.


    People on the bus are staring. The girl looks like she's
    going to cry again.

                            WOMAN ON BUS
                  You think that's funny?

    Joker shakes his head no, but he can't stop laughing. He
    reaches in his pocket and pulls out a small card. Hands it to
    the woman.

    CLOSE ON THE CARD, it reads: "Forgive my laughter. I have a
    condition (more on back)"

    She turns the card over and there is a bunch of information
    in small writing--
    "It's a medical condition causing sudden, frequent, uncontrollable laughter that
    doesn't match how you feel. It can happen in people with a brain injury or certain
    neurological conditions."

    She doesn't read it (but if you freeze frame the movie you
    could). She just shakes her head annoyed and throws the card
    on the ground.

    Joker laughs harder. Tears running down his face.

    Not wanting to attract any more attention to himself, he
    pulls up his red hood, and uses his threadbare scarf to cover
    his mouth, trying to muffle the laughter.

    He looks out at the city passing him by.


5   EXT. LOWER EAST SIDE, STREETS - GOTHAM - EVENING                                     5

    The bus pulls away, sun almost gone.

    Joker heads slowly down the litter-covered streets. Garbage
    is piled along the sidewalks, the air thick with smog creates
    a haze over everything.

    The streets are crowded with the poor, the elderly and
    disenfranchised. Women with children in busted strollers.
    Homeless people sleeping on subway grates. Stray dogs. His is
    one of the few white faces.

    Joker makes his way into a run-down drug store, behind him
    two drunks fight on the corner, beating the shit out of each
    other. Joker, and nobody else for that matter, pays them any
    attention.

    No one here gives a shit.
                                                               9.


6   INT. LOBBY, APARTMENT BUILDING - EVENING                        6

    A shabby lobby in a building that was once probably pretty
    nice, but now it's a dump.

    Joker checks his mailbox. He's holding a small white
    (prescription) bag in his hand.

    The mailbox is empty.


7   INT. ELEVATOR, APARTMENT BUILDING - CONTINUOUS                  7

    Joker steps onto the wheezing elevator, harsh fluorescent            
    lights, graffiti on the walls. As the door closes, he hears--        

                        SOPHIE (OS)
              Wait!!

    He puts his foot out with some panache to stop the closing
    door-- He's a romantic at heart. Ding.

    And SOPHIE DUMOND (late 20's), tired eyes, hands filled with
    grocery bags, steps onto the elevator with GIGI, her 5-year-
    old daughter.

                         SOPHIE
              Thank you.
                  (realizing)
              Of course it's you,-- everyone else
              in this building is just so fucking
              rude.

    Joker nods "thanks." Holds his breath, hoping he doesn't
    start to laugh.

    Floors dinging as the elevator rises.

    Joker sees GiGi licking the dirty smudged elevator handrail
    behind her mom.

                        SOPHIE
              How's your mom doing?

    He takes a deep breath, he's uncomfortable talking to her,
    holds up the white prescription bag.

                        JOKER
              It's day to day. I'm doing
              everything I can to get her back on
              her feet.
                  (re: pharmacy bag)
              Picked up her medicine. Gonna make
              her some dinner.
                                                            10.


                        SOPHIE
                  (smiles; being polite)
              She's lucky she has you--

    Joker smiles thanks, can't help but glance at GiGi licking
    the rail.

    Sophie finally notices. She wants to grab her but can't with
    her hands full. Tries to kick her away--

                        SOPHIE
              Jesus. Don't do that, GiGi! How
              many times have I told you that?
                  (to Joker)
              This building is so awful, isn't
              it?

    Joker just nods... he doesn't know what to say, but clearly
    wants to continue this conversation with Sophie.

    The doors open. They all step off.

                        SOPHIE
              Okay. Well, tell your mom I said
              hello.

    And Sophie and GiGi walk down the hall-- the opposite way of
    Joker. He just stands there for a beat. Heart beating fast.

                        JOKER
                  (calls out after her)
              Hey Sophie--

    She turns around.

                        JOKER
              I'll tell my mom you said hello.

    She smiles as in "yeah, that's what I said."


8   INT. MOM'S APARTMENT, FRONT DOOR - EVENING                    8

    Old apartment, worn carpet. Nothing's new inside but it's
    fairly neat and well-kept.

    Joker closes the door behind him, leans his back against it
    and swoons. Hears a deep purring sound. He looks down and
    sees an OLD ORANGE CAT, rubbing up against his leg.

    Then--
                                                            11.


                        MOM (OS)
                  (shattering the moment,
                   calls out)
              Happy?! Did you check the mail
              before you came up?

                        JOKER
              Yes, Ma. Nothing. No letter.

                        MOM (OS)
              You sure you looked? Sometimes I
              don't know where your head is.

    Joker glances back down and sees the cat is gone.

                        JOKER
              Yes I'm sure. And my head's right
              here. I'm gonna make you some
              dinner, okay?

                                                   QUICK CUTS:

    JOKER TEARS OPEN THE PRESCRIPTION BAG... A FLURRY OF PILL
    BOTTLES TUMBLE OUT ONTO THE COUNTER.

    SEE HIS NAME, "ARTHUR FLECK" ON THE ORANGE PILL BOTTLES, AND
    GLIMPSE THE GENERIC DRUG NAMES, TEMAZEPAM... PERPHENAZINE...
    AHENELZINE... AMITRIPTYLINE... BENZEDRINE... DIAZEPAM...
    MEPROBAMATE...

    TAKES OUT ONE PILL FROM EACH THE TEMAZEPAM AND MEPROBAMATE
    BOTTLES.

    TWO PILLS BEING CRUSHED UP TO POWDER.

    SPRINKLES THE POWDER ON TOP OF A TV DINNER.

    SWALLOWS A HANDFUL OF PILLS FROM THE OTHER BOTTLES.

    LOOKS DOWN AND SMILES AT THE ORANGE CAT LOOKING UP AT HIM
    FROM THE COUNTER.


9   INT. MOM'S BEDROOM, APARTMENT - NIGHT                         9

    Joker brings the food to his mother, PENNY (70's), lying in
    her bed. The TV is on, playing the local news.

    Joker sets the food down in front of his mother. He covers
    the pain from his beating the best he can-- His mother
    doesn't seem to notice anyway.

                        MOM
              He must not be getting my letters.
                                                        12.


Joker sits down on a chair next to the bed.

                    JOKER
          He's a busy man.

                    MOM
          Too busy for me? I worked for that
          family for 12 years. He always had
          a smile for me. Least he could do
          is write back.

                    JOKER
          Ma, eat. You need to eat.

                    MOM
          You need to eat. Look how skinny
          you are.

Before Joker can say anything, his mother points to the news
on the TV--

                    MOM
          All day long it's more bad news.
          That's all there is.

                    JOKER
          Maybe you shouldn't watch so much
          television.

                    MOM
              (ignoring)
          He's the only hope for Gotham.
          He'll make a great mayor. Everybody
          says so.

                    JOKER
              (playful)
          Everybody who? Who do you talk to?

                    MOM
          Well everybody on the news.

                    JOKER
          Stop it. He's not even gonna run.
          Why would Thomas Wayne want to be
          mayor? He can do more good as a
          businessman.

                    MOM
          Because he cares about this city.
          And everyone in it-- that's why I
          can't believe he hasn't written me
          back.
                                                         13.


                    JOKER
          He will. Now eat some dinner.

He feeds her a bite of the food.

                    JOKER
          How you feeling today?

                    MOM
          I don't know. It always hits me
          worse at night, you notice that?

He shakes his head.

                    JOKER
              (teasing)
          Maybe it's the moon. Maybe you're a
          werewolf?

HE HOWLS SOFTLY like a wolf. She laughs.

                    MOM
          It's not funny.

Joker watches her as he cuts up some more of her food.

                    MOM
          Anyway, I wrote a new letter today.
          A better one. I want you to hand
          deliver it to him.

                       JOKER
          What? Why?

                    MOM
          Cause maybe the mailman is throwing
          them away. We should have tipped
          him at Christmas time.

                    JOKER
          Who tips their mailman?

                    MOM
          Some people do. Rich people do.

Joker sighs, resigned.

                    JOKER
          Okay. I can try his office.
          Tomorrow.
                                                                14.


                          MOM
               Thank you.
                   (she pats the bed)
               Come sit. It's almost on.

     Joker gets into bed with her.

     CLOSE ON TELEVISION, intro to "LIVE WITH MURRAY FRANKLIN!",
     and we HEAR THE ANNOUNCER over clips of comedy bits, stars
     and Murray Franklin himself--

                         ANNOUNCER (ON TV)
               It's Live with Murray Franklin!
               Tonight Murray welcomes, Sandra
               Winger, comedian Skip Byron and the
               piano stylings of Yeldon & Chantel!
               As always, Don Ellis and his Jazz
               Orchestra. And now, without any
               further ado-- Murray Franklin!

     Joker and his mom watch from bed, this is a ritual of theirs.


10   INT. LIVING ROOM, MOM'S APARTMENT - NIGHT                    10

     Late night. Joker's mom is dead asleep. Joker is alone in the
     living room, which doubles as his bedroom. He can't ever
     sleep. He opens his worn notebook. Flips to a page titled
     "Jokes" and starts writing--

     CLOSE ON WORDS, as he slowly writes: "The worst part about
     having a mental illness is..."

     ANGLE ON JOKER, pausing, thinking it over for a moment. Then
     he laughs to himself when he comes up with something.

     CLOSE ON WORDS, coming faster now, "...that people still
     expect you to behave as if you don't."

                                                        CUT TO:


11   EXT. WAYNE TOWER, STREET - MIDTOWN - MORNING                 11

     Joker's looking up at the intimidating steel and glass tower,
     he looks so small, holding his mom's letter in his hand.
     Bustle of professionals coming in and out of the company's
     corporate headquarters, Joker looks out of place.

     He heads inside through the giant glass doors.
                                                                15.


12   INT. RECEPTION, WAYNE ENTERPRISES - 25TH FLOOR - MORNING     12

     Joker steps off an elevator and walks up to the white marble
     reception desk as if he belongs there--

                         JOKER
               Hello. I have a personal letter for
               Mr. Thomas Wayne.

                         RECEPTIONIST
               Okay. You can leave it with me.

                         JOKER
               It's kind of important. I need to
               make sure he gets it himself.

                         RECEPTIONIST
               Oh, in that case, I'll buzz you
               right in.

     Joker goes to enter--

                         RECEPTIONIST
               I'm kidding. Leave it here.

     He laughs along with her, even though she's not laughing.

                         JOKER
               Oh. Right-- well, my mom used to
               work for the Wayne family-- for 12
               years. She was their housekeeper.

     A couple other business people are now waiting behind Joker,
     there for meetings.

                         RECEPTIONIST
               That's great. But you can leave it
               with me or you can leave with the
               letter. Those are your options. Now
               please step aside.

                         JOKER
               Mr. Wayne knows her. Can you maybe
               at least call back to him? Tell him
               that I'm here.

                         RECEPTIONIST
               Thomas Wayne is away on business.

     Joker is getting frustrated.

                         JOKER
               Okay. Well, can I have your name?
               So I know who I left it with.
                                                             16.


     Now Joker sees a GROUP OF MEN walking behind the glass that
     separates the reception area from the back offices. Amongst
     the group, he catches a glimpse of THOMAS WAYNE (60's), deep
     tan, hair dyed so black it's almost blue.

                         JOKER
               Wait. He's right there.
                   (goes up to the glass,
                    shouts)
               Mr. Wayne! Mr. Wayne.

     He starts banging on the glass... but the group keeps moving.
     Not noticing him.

                         RECEPTIONIST
               Sir. Please stop. Sir!!

     Joker keeps banging on the glass.


13   EXT. WAYNE TOWER, FRONT ENTRANCE - MORNING                   13

     The glass doors swing open and Joker is forcibly thrown onto
     the street. TWO LARGE SECURITY GUARDS stand over him.

     He is still holding the letter.

     He makes as if he's going to leave peacefully, then at the
     last minute, TAKES ANOTHER RUN AT THE DOOR--

     The two guards stiff arm him.

                                                        CUT TO:


14   INT. HA-HA'S TALENT BOOKING, LOCKER ROOM - DAY               14

     The cramped locker room of a small talent booking agency.
     This is where Joker works. They "rent out" talent for parties
     and events. Clowns, magicians, male strippers.

     Joker takes off his shirt, grimaces in pain as he moves. His
     body's bruised from the beating he took chasing after his
     sign.

                           RANDALL (OS)
               You okay?

     He turns. RANDALL (mid 50's), a big bear of a know-it-all,
     standing there. He's a party clown as well. He's half-dressed
     in his clown suit.
                                                        17.


                    RANDALL
          I heard about the beat down you
          took. Fucking savages.

                    JOKER
          It was just a bunch of kids. I
          should have left it alone.

Randall opens his locker--

                    RANDALL
          It's crazy out there. And it's only
          getting worse.

                     JOKER
              (nods)
          My mother says that the people
          nowadays lack empathy.

                    RANDALL
          What's empathy?

                    JOKER
          It means like "feeling for other
          people."

                    RANDALL
          Like sympathy?

                    JOKER
          Kind of. But different.

Randall comes over, hands Joker a brown paper bag-- Joker
looks inside. It's a GUN, a .38 snub-nose revolver.            

Joker looks up at him, confused--

                    RANDALL
          Take it. I got a few. You gotta
          protect yourself out there, buddy.
          Too many wackos.

As Joker stares at it--

                    RANDALL
              (lowers his voice)
          It's a .38 snub-nose. Gets the job
          done if you ever need to use it.
          Usually pulling it out is enough.

                    JOKER                                      
          I, I don't have the money for this,                  
          Randall.
                                                                18.


                         RANDALL
               Don't sweat it. You can pay me some
               other time. You're my boy.

     That lands with Joker, he smiles to himself.

                         RANDALL
                   (as he walks away)
               But you didn't get it from me,
               okay?

     Joker nods. Puts the brown paper bag in his locker. Slowly         
     starts to get dressed-- his eyes darting toward the bag as he      
     does.

     Another clown, GARY (30's), a dwarf, pops his head into the
     locker room.

                         GARY
               Arthur,-- Hoyt wants to see you in
               his office.

                           JOKER
               What for?

                           GARY
               No clue.


15   INT. FRONT OFFICE, HA-HA'S TALENT BOOKING - DAY              15

     Joker still half-dressed, walks into the cramped office.

     His boss, HOYT VAUGHN (60's) sits behind a metal desk. The
     office is a complete mess, newspapers and files litter the
     desk. A giant ashtray filled with cigarette butts. A calendar
     of booking hangs on the wall. A scribbled, jumbled mess.

                         JOKER
               Hey Hoyt. Gary said you wanted to
               see me?

                         HOYT
                   (without even looking up)
               How's the comedy career? Are you a
               famous stand-up yet?

                         JOKER
               Not quite. Haven't even performed
               yet. Just been working my material.
               This business is all about fine-
               tuning.

     Now Hoyt looks up. Takes a drag from his cigarette.
                                                         19.


                       HOYT
          Right.

Joker goes to sit down--

                    HOYT
          Don't sit. This will be quick.

Joker stops in his tracks.

                     HOYT
          Look, I like you, Arthur. A lot of
          the guys here, they think you're a
          freak. But I like you. I don't even
          know why I like you. I mean, you
          don't say much.
              (beat)
          It's probably that stupid laugh. It
          gets me every time. Kills me.

Unsure how to respond, Joker just nods.

                    HOYT
          But I got another complaint. And
          it's starting to piss me off.

Joker takes a deep breath, maybe picks at his eyebrow.

                    HOYT
          Kenny's Music. Sunday. The guy said
          you disappeared. Never even
          returned his sign.

                    JOKER
          No. I got jumped. I told you about
          that.

                    HOYT
          For a sign? Bullshit. It makes no
          sense, just give him his sign back.
          He's going out of business for
          god's--

BANG! Out of nowhere, Joker slams his head into the wall.
Head-butting it hard.

                       HOYT
                 (taken aback)
          Hey!

BANG! BANG! He does it two more times. Breaking the plaster
on the wall--
                                                                20.


                         HOYT
               What the fuck, Arthur?!

                         JOKER
                   (voice tightens)
               I don't have his sign.                                   

     And Joker just stares at Hoyt, some blood forming on his
     forehead--                                                         

                                                          CUT TO:       


16   EXT. BACK ALLEY, OUTSIDE HA-HA'S - AMUSEMENT MILE - DAY      16    

     WE'RE AT THE FAR END OF AN ALLEY, about halfway down, catch a      
     glimpse of Joker still half-dressed on the other side of a         
     dumpster. From this vantage, all we can see is him furiously       
     KICKING and STOMPING on something... or somebody.                  

     We don't hear anything. And we can't make out what it is that      
     he's so violently beating down.                                    

     It could be a cat... a cardboard box... a homeless person...       
     We don't know.                                                     

     Joker just continues unleashing his rage--                         


17   INT. CITY BUS (MOVING) - DUSK                                17

     Joker at the end of his work day, sitting in his spot toward
     the back of the bus.

     Across the aisle from him, he's innocently watching a young
     couple, playfully teasing each other.


18   EXT. GOTHAM, LOWER EAST SIDE - EVENING                       18

     Joker heading back home down the litter-covered streets like
     he does every night. Garbage still piled along the sidewalks,
     air still thick with smog.

     He's carrying the paper bag that Randall gave him.


19   INT. LOBBY, APARTMENT BUILDING - EVENING                     19

     Joker checks his mailbox. Empty.
                                                             21.


20   INT. ELEVATOR, APARTMENT BUILDING - CONTINUOUS              20

     Joker is on the elevator, as the door closes, he sticks his
     foot out to stop it.

     The door limps back open. Ding.

     He looks to see if anybody, if Sophie, is coming. He waits.
     Hoping.

     The door starts to close on him again-- Right before it does,     
     he stops it with his foot again. Ding.


21   INT. MOM'S APARTMENT, BATHROOM - NIGHT                      21

     JOKER'S GIVING HIS MOM A BATH, being careful with her as he
     shampoos her hair.

                         MOM
               --so what did he say when you gave
               him the letter?

                         JOKER
               They wouldn't let me see him.
                   (lying)
               But they promised me it would get
               to him.

                         MOM
               It's good they promised. He only
               works with the best. We should hear
               something soon.

     He fills an empty plastic container with some bath water.

                          JOKER
               Look up.

     She tilts her head back and he rinses her hair with the water
     from the container...

                         JOKER
               Why are these letters so important
               to you, Ma? What do you think he's
               gonna do?

                         MOM
               He's gonna help us.

                         JOKER
               Help us how?
                                                             22.


                         MOM
               Get us out of here, take me away
               from this place and these-- these
               awful people.

                         JOKER
               You worked for him over 30 years
               ago. What makes you think he would
               help you?

     She looks at him with conviction.

                         MOM
               Because Thomas Wayne is a good man.
               If he knew how I was living, if he
               saw this place, it would make him
               sick. I can't explain it to you any
               better than that.

     Joker nods. Annoyed, but not worth the argument. He stands up
     to get her a towel.

                         JOKER
               I don't want you worrying about
               money. Everyone's been telling me
               they think my stand-up is ready for
               the big clubs. It's just a matter
               of time before I get a break.

     She steps into the towel. He's helping dry her off.

                         MOM
               Happy, what makes you think you
               could do that?

                         JOKER
               What do you mean?

                         MOM
               I mean, don't you have to be funny
               to be a comedian?

     Beat.


22   INT. MOM'S BEDROOM, APARTMENT - LATE NIGHT                22

     Joker's mom is out cold in her bedroom, a half-eaten plate of
     food is next to her on the bed.
                                                             23.


23   INT. LIVING ROOM, MOM'S APARTMENT - CONTINUOUS               23

     Joker sits on the couch. The TV is on, but the sound is off.
     He holds the .38 SNUB-NOSE REVOLVER Randall gave him in his
     hand. He's never held a gun before, looks uncomfortable with
     it, the weight of it in his hand...

     He points it at the TV, hand trembling a bit... Points it at       
     the cat... Points it at his head.

     Looks closely at the grip. The barrel. The cylinder. Now he
     casually pulls the trigger--

     BLAMMMMMMM!

     He jumps up off the couch. What the fuck!? He looks around in
     a panic. His hands shaking.

     He shot a hole in the wall.

                         MOM (OS)
                   (awoken by the shot)
               HAPPY!? What was that?

                         JOKER
               What?!

     He quickly turns up the TV volume. REALLY LOUD. Shoves the
     still smoking gun under the couch cushions.

                         MOM (OS)
               THAT NOISE! DID YOU HEAR THAT
               NOISE?

     He's inspecting the hole in the wall. Shouts back over the TV
     noise--

                         JOKER
               I'M WATCHING AN OLD WAR MOVIE.

                         MOM (OS)
               TURN IT DOWN!

     He heads for his mother's bedroom.


24   INT. MOM'S BEDROOM, DOORWAY - CONTINUOUS                     24

     Joker looks in on his mom in her dark bedroom, can make out
     the outline of her body sitting up.

                         MOM
               It's so loud.
                                                                24.


                         JOKER
               I know. The Americans are really
               giving it to the Japs.

     He walks over to her in the darkness. Kisses her on the
     forehead.

                         JOKER
                   (softly)
               I'm sorry. I'll turn it down.


25   INT. KITCHEN, MOM'S APARTMENT - LATE NIGHT                   25

     Joker is writing in his journal. He speaks softly to himself
     as he writes...

                          JOKER
               Why didn't Randall tell me the gun
               was loaded? He's my friend. With my
               luck, I could have killed someone.
                   (beat)
               I could have killed myself.

     CLOSE ON THE LAST LINE, he crosses out "could"...

     Writes... "should".

                         JOKER
                   (still to himself)
               I should have killed myself.

     CLOSE ON JOKER as he crosses out something again...

                         JOKER
                   (louder to himself)
               I should kill myself.

     Beat.


26   EXT. STREET, LOWER EAST SIDE - MORNING                       26

     HANDHELD POV, see the run-down building where Joker lives
     from across the street.

     REVEAL, Joker is watching his own building on the far side of
     a parked truck. Red hood pulled up, covering his head. He
     waits. Watches.

     Now we see Sophie exiting the building with her daughter
     GiGi. Sophie's dressed more conservatively than when we
     previously met her.
                                                                25.


     Joker starts following them.


27   EXT. PUBLIC SCHOOL - MORNING                                 27

     Sophie drops GiGi off at school. Joker's still watching.
     Following.


28   EXT. ELEVATED SUBWAY PLATFORM - MORNING                      28

     Sophie waits on the platform. Lights a cigarette.

     We see Joker, hidden behind a steel support beam-- watching
     her from a distance.


29   INT. SUBWAY (MOVING) - MORNING                               29

     Joker stands at the window between two subway cars. Just
     watching Sophie as she reads a book in the next car.

     The train comes to a stop and she exits. Joker exits as well.


30   EXT. STREET, UPPER EAST SIDE - MORNING                       30

     Nicer part of Gotham. Joker follows Sophie from a distance,
     watches as she walks into Gotham First National Bank.

     Sees her say hello to the guard. This is where she works.

     Joker just watches and waits.


31   INT. GOTHAM FIRST NATIONAL - LATER                           31

     A large, mid-level bank. Sophie is one of THREE BANK TELLERS
     working behind the plexiglass windows.

     Joker pulls the hood back off his head, takes a deep breath
     before he walks up to her window. She is looking down,
     counting her drawer.

     Takes another deep breath. Then--

                         JOKER
               Hello. I'd like to open an account.

     She looks up.

                         SOPHIE
                   (surprised)
               Hey, what are you doing up here?
                                                        26.


                    JOKER
          Oh, hi. That's weird.
              (pausing to see if he's
               gonna laugh; he's good)
          I didn't know you worked at a bank.

                    SOPHIE
          Pretty glamorous, right?

Not getting the sarcasm, Joker nods. Looks around.

                    JOKER
          Very glamorous. Look at this place.

She laughs.

He stands there awkwardly for a moment looking around to see
what she's laughing about.

Realizes she thought he was making a joke.

Beat.

                    JOKER
          I'm a comedian. I do stand-up
          comedy.

                    SOPHIE
          Really? I had no idea.

                    JOKER
          Yeah. You know, I'm always making
          funny observations. Always on the
          look out for my next bit-- so it
          makes sense.

                    SOPHIE
          Right. Anyway, is there something I
          could help you with?

Beat.

                    JOKER
          I said hi to my mom.

                       SOPHIE
          Excuse me?

                    JOKER
          Last week. You said to say hi to my
          mom. I did. Made her day.

They are interrupted by the BRANCH MANAGER (50's), white,
heavy-set, who has come up behind Sophie--
                                                             27.


                         BRANCH MANAGER
               Everything okay here?

     He puts his heavy hand on Sophie's shoulder. She practically
     shudders from his touch.

                         SOPHIE
               Everything is fine Mr. Slotnick.

     Now he leans down and whispers something in her ear-- Joker
     just watches through the glass.

                         SOPHIE
                   (shakes her head; to her
                    manager)
               No. He's not. He's interested in
               opening an account.

                         BRANCH MANAGER
                   (to Joker)
               Great. You just need to fill out a
               form. They are back there-- against
               the wall.

     As the manager talks, Sophie makes wide eyes at Joker, like
     "I almost got in trouble."

                          JOKER
                   (covering; trying to act
                    cool)
               Okay. Thank you, sir. And thank you
               as well, Miss.

     Joker walks back to the wall by the forms.

     He fumbles around for a minute, clearly not there to open an
     account. He begins filling out a form. Then--

                         JOKER
                   (shouts out, to no one in
                    particular)
               YOU KNOW WHAT?! I FORGOT MY ID!
               I'LL BE BACK. THANK YOU.

     He walks out of the bank. Head in the clouds.


32   INT. GOTHAM COMEDY CLUB, CHINATOWN - NIGHT                32    

     Joker sitting in the middle of a dark, crowded comedy club.     
     People on dates. Groups of friends. All here to watch the
     stand-up. He sits at a small table by himself, watching the
     act on stage.
                                                              28.


     The comic on stage is killing it. The whole room is laughing
     and applauding. Everyone except Joker.

     He's watching. Studying. Diligently jotting down notes in his
     notebook.


33   EXT. GOTHAM COMEDY CLUB, STREET - CHINATOWN - NIGHT          33    

     People are piling out of the club, onto the narrow street,         
     jumble of lit-up signs, most glowing yellow or red. Joker          
     walks out alone, carrying his notebook. He sees a FLYER taped      
     to the entrance of the club.                                       

     CLOSE ON THE FLYER, "Open mic night. Thursdays. 10pm."

     He rips the flyer off the wall.


34   INT. HA-HA'S TALENT BOOKING, LOCKER ROOM - DAY               34

     Joker is working on his "Mr. Jingles" clown look, using the
     small mirror in his locker. Behind him a couple of other
     clowns are eating their lunch at a small table, not paying
     Joker any attention.

     Joker pauses half-finished, and stares at himself for a beat.
     He starts to examine the two small scars on the corners of
     his mouth, we really notice how they form a smile. Joker
     hooks the corners of his mouth down with his index fingers,
     turning his smile into a frown--

     He lets go and his smile returns.

     Does it again, up and down, up and down, his face a living
     comedy/tragedy mask.

     And then he pulls his fingers wider, stretching his smile
     into a grotesque parody, pulling his mouth so wide tears come
     to his eyes--

     AND WE HEAR JOKER SINGING "If You're Happy and You Know It"
     at his next gig.

                         JOKER (PRE-LAP)
                   (singing)
               --if you're happy and you know it
               and you really want to show it, if
               you're happy and you know it clap
               your hands.
                                                             29.


35   INT. GOTHAM GENERAL - CHILDREN'S WARD - EVENING           35

     Joker is performing for a ward full of sick children, wearing
     an oversized white lab coat over his "Mr. Jingles" clown
     costume. A few nurses and doctors watch as well.

     His white clown face, mouth outlined in black and filled in
     with red, his green wig frizzy and worn out. Joker plays a
     UKULELE along with the song.

                         JOKER
               If you're happy and you know it,
               stomp your feet.

     Joker and the kids stomp and sing along.

                          JOKER
               If you're happy and you know it,
               stomp your feet.
                   (stomp, stomp)
               If you're happy and you know it and
               you really want to show it, if
               you're happy and you know it stomp
               your feet.

     As the song winds down, the KIDS and NURSES clap.

     Joker takes an exaggerated and ridiculous bow--

     And as he does, his .38 SNUB-NOSE REVOLVER slips out of his
     pants and slides across the floor.

     Everyone stops. Looks at the gun on the floor.


36   INT. LOBBY, GOTHAM GENERAL - LATER                        36

     Joker is on a payphone in the lobby of the hospital. He's in
     his street clothes, wig in his hand, clown-face still painted
     on.

                         JOKER
                   (into phone)
               Hoyt, let me explain.

                         HOYT (OVER PHONE)
               Oh, this'll be good. Please tell me
               why you brought a gun into a sick
               kid's ward?

                         JOKER
                   (into phone)
               It was, it was a prop gun. It's
               part of my act now.
                                                         30.


                    HOYT (OVER PHONE)
          Bullshit. Jingles would never carry
          a fucking gun. Besides, Randall
          told me you tried to buy a .38 off
          him last week.

Joker's taken aback that Randall would do that to him.

                    JOKER
              (into phone)
          Randall told you that?

                    HOYT (OVER PHONE)
          He was with me when the call came
          in. You're a fuck up, Arthur. And a
          liar. You're fired.

                    JOKER
              (into phone)
          Hoyt--

                     HOYT (OVER PHONE)
          Say it, Arthur.
              (beat)
          Let me hear you say it.

                    JOKER
              (into phone)
          Say what?

                    HOYT (OVER PHONE)
          I'm a fuck up and I'm fired.

Joker picks at his eyebrow.

                    JOKER
              (into phone; low)
          --I'm a fuck up and I'm fired.

                    HOYT (OVER PHONE)
          Louder.

                    JOKER
              (into phone; louder)
          I'm a fuck up and I'm fired.

                    HOYT (OVER PHONE)
          Yes. You are.

Click. He hears Hoyt hang up.

Beat.
                                                                31.


37   INT. SUBWAY (MOVING) - NIGHT                                 37

     JOKER SITS ON THE SUBWAY CONTEMPLATING WHAT JUST WENT DOWN,
     face still painted, his bag on the seat next to him, along
     with his wig.

     There's only one other person on the subway car, a YOUNG
     WOMAN (30's) sitting at the far end-- reading a book.

     The train comes to a stop and THREE WALL STREET GUYS enter.
     They are being loud and obnoxious, clearly drunk. One of them
     is eating some french fries out of a greasy McDonald's bag.
     He flops down on the bench across from the girl and checks
     her out. The other two guys start getting into it with each
     other--

                         WALL STREET #1
               --I'm telling you, she wanted my
               number. We should have just stayed.

     The train starts moving again...

                         WALL STREET #2
               You're dreaming, man. She wasn't
               interested-- at all.

                         WALL STREET #1
               Are you nuts? Did you see how close
               we were dancing!? She was in love,
               bro.

     He starts dancing a bit with himself, mimicking what he
     remembers. Wall Street #2 takes a swig from the brown bag he
     is carrying.

                         WALL STREET #2
               She couldn't wait to get away from
               you.

     Joker is watching them closely, impressed by their confidence
     and easy-going camaraderie.

                          WALL STREET #1
                    (to the third guy)
               Ryan, am I crazy? Tell him what you
               saw.

     But the third Wall Street guy isn't paying his friends any
     attention. He has his eyes set on the young woman sitting
     across from him, reading her book.

                         WALL STREET #3
                   (to the girl)
               Hey. You want some french fries?
                                                        32.


He holds out his McDonald's bag and shakes it to get her
attention. The other two share a look. Joker watches from his
seat.

                    WALL STREET #3
          Hello? I'm talking to you. You want
          some fries?

She looks up and shakes her head, polite smile.

                    YOUNG WOMAN
          No thank you.

The other two guys crack up at this apparent blow-off. The
third Wall Street guy shakes his head, embarrassed, and
starts softly flinging fries at the young woman.

                    WALL STREET #3
          You sure? They're really good.

She just buries her face deeper in her book--

                    WALL STREET #2
          Don't ignore him. He's being nice
          to you.

One of the french fries lands in her hair. She looks down
toward Joker, looking to see if he's going to do something or
say something--

Joker just sits there nervous. Not sure what to do, or even
if he wants to do anything at all.

AND HE JUST BURSTS OUT LAUGHING. He covers his mouth with his
hand as they continue to harass the woman.

They all look over-- What the fuck is this clown laughing at?

                    WALL STREET #1
          Something funny, asshole?

With their attention diverted, the young woman rushes out
through the door between subway cars, glancing back at Joker
before she goes--

                    WALL STREET #3
              (shouts after her)
          BITCH!

Joker laughs even harder through his hand. The Wall Street
guys turn to him sitting by himself at the end of the car--
                                                          33.


Joker sees them staring. Looks down at the ground, hand still
covering his mouth, face turning red. Subway swaying, lights
flickering on and off.

Beat.

One of the guys heads down the car toward Joker, starts
singing "Send in the Clowns" as he approaches--

                    WALL STREET #1
              (singing)
          Isn't it rich?
          Are we a pair?
          Me here, at last on the ground                         
          You in mid-air
          Send in the clowns.                                    

The others crack up and follow after him. The guy plops down
next to Joker, puts his arm around his shoulder as he sings--

                    JOKER
              (shakes his head, stifling
               the laughter)
          Please. Don't.

                    WALL STREET #1
              (continues singing to him)
          Isn't it bliss?
          Don't you approve?
          One who keeps tearing around,
          One who can't move.

Joker starts to get up-- The lead guy pulls him back down.

                    WALL STREET #1
          Where are the clowns?
          There ought to be clowns.

As he finishes the song, Joker's laughing fit is coming to an
end. One of the other guys sits down on the other side of        
him. He's now sandwiched in between them--                       

                    WALL STREET #2
          So tell us, buddy. What's so
          fucking funny?

                    JOKER
          Nothing. I have a condition--

Joker reaches into his bag to get one of his "Forgive my
laughter" cards, the third guy sees him reaching and tries to
grab the bag from him---

Joker pulls on it--
                                                        34.


                    JOKER
          No. It's just my stuff. I don't
          have anything.

The guy rips the bag from his hand--

                    WALL STREET #3
          I'll tell you what you have,
          asshole.

Joker gets up from between them to go grab his bag back. The
two guys are cracking up.

                    WALL STREET #3
          You want it back? Here--

Joker reaches out to grab the bag--

And the guy tosses it over his head to one of his friends.
Keeping it away from Joker.

Three guys in suits tossing a bag around, playing 'monkey in    
the middle' with a clown. THE LIGHTS ON THE TRAIN SEEM TO       
GLOW BRIGHTER AND WE HEAR the drum roll opening to BOBBY        
SHORT singing "Send in the Clowns" Live at the Café Carlyle.    

Joker keeps trying to catch his bag until suddenly--

WHAP! Out of nowhere one of the guys punches him hard in the
face.

Joker goes down as if in slow motion. Blood coming from his
nose. He tries to get up, but his feet slip from under him
and he falls back down--

                    WALL STREET #1
          Stay down you freak.

And the third Wall Street guy starts kicking him--

The others join in. Surrounding Joker on the ground, kicking    
him deliberately, sadistically, and the music swells--          

BLAM!

SUDDENLY THE LIGHTS GO BACK DIM, and one of the guys stops
kicking and falls back dead. Blood splattering on the subway
wall behind him--

And we HEAR Bobby Short sing out, picking up from where the     
Wall Street Guy left off--                                      
                                                             35.


                         BOBBY SHORT (SINGING)                          
               Just when I'd stopped opening doors                      
               Finally knowin' the one that I                           
               wanted was yours                                         

     BLAM! BLAM! Wall Street #2 goes down--

     Revealing Joker on the ground, opening his eyes to see what
     he did, smoking gun in his hand--

                         BOBBY SHORT (SINGING)                          
               Making my entrance again with my                         
               usual flair                                              
               Sure of my lines                                         
               No one is there                                          

     The third guy takes off running for the doors that separate        
     the cars.                                                          

     Joker starts after him, but then stops... turns back to grab
     his bag and his wig, his hands shaking from the adrenaline.

     The train is coming to a stop.

                         BOBBY SHORT (SINGING)                          
               Don't you love farce?                                    
               My fault I fear...                                       

     Joker picks up his bag between the two dead bodies, blood          
     everywhere...

     The subway doors wheeze open and Joker steps halfway off the
     train, waiting to see if the third Wall Street guy gets off
     in the car ahead of him. Joker sees him run off--


38   EXT. SUBWAY PLATFORM - CONTINUOUS                            38

     The platform is empty, the Wall Street guy is running toward
     the stairs--

     Joker follows--

     Behind them, the train pulls away--

                         BOBBY SHORT (SINGING)                          
               I thought that you'd want what I                         
               want.                                                    
               Sorry, my dear.                                          

     The guy makes his way to the stairs, unaware that Joker is
     behind him--

     BLAM!
                                                                36.


     The third guy falls, tumbling down the stairs. Joker walks
     over to the body and empties the chamber-- BLAM! BLAM!             

                         BOBBY SHORT (SINGING)                          
               But where are the clowns?                                
               Quick, send in the clowns                                
               Don't bother they're here.                               

     And as "Send in the Clowns" ends, Joker fires the last shot--      
     BLAM! He's got nothing left.                                       


39   EXT. STREET, ROBINSON SQUARE PARK - NIGHT                    39    

     Joker hauls ass out of the subway and makes a mad dash across      
     a busy street, horns honking--                                     

     Running as fast as he can past piles of garbage, he takes a        
     sharp turn high-tailing into a small, run-down needle park,        
     disappearing into the darkness.                                    


40   INT. PUBLIC BATHROOM, ROBINSON SQUARE PARK - NIGHT           40    

     Joker runs into the bathroom, locks the door behind him and        
     SUDDENLY EVERYTHING HITS HIM ALL AT ONCE--                         

     He throws up into the dirty toilet, puking his guts out--          

     He finishes, wipes his mouth with the back of his hand. And        
     pulls the gun out of his waist, looking around for someplace       
     to throw it out. Under the sink he sees a rusted, metal grate      
     hanging off the wall covering some pipes.                          

     Before he bends down, Joker catches his reflection in the          
     smudged mirror. Sees himself holding the gun in his hand--         

     Beat.                                                              

     He raises the gun to his head and pulls the trigger--              

     Click.                                                             

     It's empty.                                                        

     He gets down on his knees, sweat dripping off his face, pulls      
     the grate away from the wall. And tosses the gun away inside.      
     Moves the grate back in place.                                     

     Joker stands back up and turns on the faucets. Rinses out his      
     mouth.                                                             

     Looks at his smudged reflection as he starts washing the           
     clown make-up off his sweaty face--                                
                                                             37.


                         JOKER
               Hi. Do you like to laugh?

     Water dripping, white grease paint running off his face--         

                         JOKER
               Remember how I told you that I'm a
               stand-up comedian?
                   (again)
               Hi. How are you?

     Beat.


41   INT. APARTMENT BUILDING, LOBBY - LATER                      41

     Joker enters his building with great urgency. No time for the     
     elevator, he takes the stairs. Two at a time.

     He races up the stairwell.


42   INT. HALLWAY, APARTMENT BUILDING - CONTINUOUS               42

     When he gets to his floor, instead of making a left toward
     his apartment-- He makes a right, toward Sophie's. He stops
     at her door. Out of breath.

     Knocks.

     He hears footsteps. Quickly pulls the folded-up flyer out of
     his pocket.

     The peephole in the door goes dark and then light again. He
     hears locks unlocking. Sophie opens the door halfway--            

     Joker looks down at his feet--                                    

                         JOKER
               Hi. Do you like to laugh?                               

                         SOPHIE                                        
               What?                                                   

                         JOKER                                         
                   (continuing without taking                          
                    a breath)                                          
               Remember the other day when I told                      
               you about my stand-up comedy. Well,
               I'm doing a set next Thursday and
               I'm inviting a bunch of my friends
               and I was wondering if maybe you
               wanted to come and check it out.
                                                        38.


He reaches out to give Sophie the flyer, she opens the door     
wider-- He notices her face, sees her eyes are red.             

                    JOKER
          Were you crying? Why are you
          crying?

Beat.

                    SOPHIE
          I had a bad day.

                    JOKER
          I'm sorry. I, I didn't--

                    SOPHIE
          It's okay. How would you know.

                    JOKER
          What happened?

                    SOPHIE
          I got fired. From the bank.

Joker takes a deep breath and smiles without realizing it,
hoping he doesn't start to laugh.

                      JOKER
          What for?

                    SOPHIE
          Because,-- I don't know. It doesn't
          fucking matter. I don't know what
          I'm gonna do.

And she starts crying again. Joker doesn't move. Just stands
in the doorway awkward.

                    JOKER
              (finally)
          Okay. Well, all the info is right
          there on the flyer.

He starts to walk away, then turns back to her--

                    JOKER
          You know they say laughter is the
          best medicine.

Sophie wipes her eyes and manages a smile.

                    SOPHIE
          Is that what they say?
                                                                39.


     Joker just nods yes and walks back toward his mother's
     apartment.


43   INT. DEPT. OF HEALTH, OFFICE - MORNING                       43

     JOKER SITS ACROSS from the same Social Worker from the
     opening scene. Same depressing office.

     She stares at him for a beat, clearly annoyed.

                         SOCIAL WORKER
               We spoke about this last time,
               Arthur. You're supposed to bring
               your journal with you.

                         JOKER
               Well I didn't think you were going
               to read it.

                         SOCIAL WORKER
               You said it didn't bother you.

                         JOKER
               I lied. Everything bothers me.

                         SOCIAL WORKER
               What about it bothered you?

                         JOKER
               It's personal. It's my private
               thoughts. Plus it contains original
               comedy material that I don't feel
               comfortable handing over to you.

     She looks at him and shakes her head. Not in the mood to deal
     with this.

                         SOCIAL WORKER
               Arthur, I have some bad news for
               you.

     He looks up, intrigued.

                         SOCIAL WORKER
               They've cut our funding. We're
               closing down our offices next week.

     He looks around, just noticing some MOVING BOXES stacked
     against the wall.

                         JOKER
               So where will we be meeting?
                                                              40.


                         SOCIAL WORKER
               We won't be. The city's cut funding
               across the board. Social services
               is part of that.

     Joker nods, not hating the idea.

                         JOKER
               Okay.

                         SOCIAL WORKER
               They don't give a shit about people
               like you, Arthur. You don't have a
               voice and they don't really care
               what happens to you or to us for
               that matter.

     He sits there for a moment. And then it dawns on him--

                         JOKER
               How am I gonna get my medication?

     Beat.


44   INT. MOM'S APARTMENT, KITCHEN - MORNING                    44

     CLOSE ON A COUPLE OF PILLS, as they get crushed up.

     CLOSE ON THE RESIDUE, as it's sprinkled on top of a bowl of
     oatmeal.

                         MOM (OS)
               Happy! Come in here. Thomas Wayne
               is on TV.

     Joker takes a couple of pills for himself. Looks inside. Not
     many left. He looks over at the orange cat sitting on the
     counter, purring loudly, watching him.

                         MOM (OS)
               Quick! Come.


45   INT. MOM'S BEDROOM, APARTMENT - CONTINUOUS                 45

     Joker walks in carrying her breakfast. She waves him over to
     her bed.

                         MOM
               They're interviewing him about
               those horrible murders on the
               subway last week.
                                                        41.


                    JOKER
          Why are they talking to him?

His mother shushes him. Joker sits on the end of the bed next
to her. It's one of those "Good Morning, Gotham" shows.

                    THOMAS WAYNE (ON TV)
          --as you know, Jerry, all three of
          them worked at Wayne Investments,
          and they were the best of the best.
          Solid young men.

A small smirk registers on Joker's face when photos of the
THREE WALL STREET GUYS come up on the screen.

                    THOMAS WAYNE (ON TV)
          And while I didn't know them
          personally, like all Wayne
          employees, past and present, they
          were family.

Joker's mom perks up at that--

                    MOM
          You hear that! I told you. We're
          family.

ANGLE ON TELEVISION, footage of GRAFFITI around the city.
"KILL THE RICH" spray painted on a storefront. "F CK WALL
STREET" written on a subway wall. "RESIST" scrawled across a
billboard.

                    "GOOD MORNING" HOST (ON TV)
          There now seems to be a groundswell
          of anti-rich sentiment in the city.
          It's almost as if our less
          fortunate residents have taken the
          side of the killer.

                    THOMAS WAYNE (ON TV)
          Yes and it's a shame. It's one of
          the reasons I'm considering a run
          for mayor. Gotham has lost its way.

                    "GOOD MORNING" HOST (ON TV)
          Are you announcing your candidacy?

                    THOMAS WAYNE (ON TV)
              (smiles)
          No comment.

We hear his mother gasp, excited.
                                                                42.


                         "GOOD MORNING" HOST (ON TV)
               What about the eyewitness report of
               the suspect being a man in clown
               make-up or a clown mask-- Care to
               comment on that?

     Joker leans in, intrigued. The camera zooms in closer to
     Thomas Wayne on the screen...

                         THOMAS WAYNE (ON TV)
               It makes total sense to me. What
               kind of coward would do something
               that cold-blooded? Someone who
               hides behind a mask. Someone who's
               envious of those more fortunate
               than themselves, yet too scared to
               show their own face.
                   (to camera)
               And until that jealousy ends, those
               of us who've made a good life for
               ourselves will always look at those
               who haven't as nothing but clowns.

                                                           CUT TO:


46   INT. COMEDY CLUB, BACKSTAGE HALLWAY - NIGHT                  46

     JOKER'S POV, slowly walking down the hall -- as if in slow
     motion -- toward a curtain at the end, spotlight bleeding
     through, other wannabe comics looking at him as he passes--

     CLOSE ON JOKER, eyeing the others, sweat beading on his
     forehead--

     He gets to the curtain, the light, pulls his worn joke-
     notebook out of his back pocket. Glancing into the room he
     sees it's a pretty good crowd. Sees Sophie taking a seat in
     the back.

     Wheeling back into the dark hallway, he catches his breath in
     the shadows--

     And starts BANGING HIS HEAD BACK against the wall--

     He hears the EMCEE from the stage.

                         EMCEE (OS)
               This next comic describes himself
               as a lifelong Gotham resident who
               from a young age was always told
               that "his purpose in life was to
               bring joy and laughter into this
               cold, dark world." Ummm. Okay.
                                                                43.


     He hears the crowd laugh.

                         EMCEE (OS)
               Please help me welcome Arthur
               Fleck!

     There is a smattering of applause.

                                                        CUT TO:

     JOKER STEPPING ON STAGE, out under the spotlight, lifts the
     microphone in front of his mouth, the light so bright he
     can't see faces in the dark audience, his hand trembling
     holding onto his worn notebook--

     He takes a deep breath, looks out at the dark crowd, and
     opens his mouth.

     And starts to laugh. His eyes go wide. God no, not now. A
     terrified look comes to his face under the laughter. He just
     keeps laughing. The crowd is just staring back at him.

     Finally he composes himself--

                          JOKER
                   (trying to stop himself
                    from laughing)
               -- good evening, hello.
                   (deep breath; trying to
                    stop laughing)
               Good to be here.
                   (keeps cracking up)
               I, I hated school as a kid. But my
               mother would always say,--
                   (bad imitation of his mom,
                    still laughing)
               "You should enjoy it. One day
               you'll have to work for a living."
                   (laughs)
               "No I won't, Ma. I'm gonna be a
               comedian!"

     Dead silence. Except for Joker, who's still cracking up.

                                                        CUT TO:


47   EXT. COMEDY CLUB, CHINATOWN STREET - NIGHT                   47    

     Joker and Sophie walking out of the club after the show, the
     audience trickles out around them. Nobody looking in Joker's
     direction, nobody says anything to him, maybe one or two even
     cracking up at him behind his back. Garbage bags crowding the      
     narrow street, lit up by the bright signs.                         
                                                           44.


Joker and Sophie walk a ways without saying a word. Awkward
silence.

Then--

                    JOKER
          So, did you laugh? Really couldn't
          see much from up there.

Sophie pauses, doesn't know what to say. She lights up a
cigarette.

                    SOPHIE
              (trying to be nice)
          Of course. Yeah. You couldn't hear
          anything?

                    JOKER
          All I heard was my heart pounding.

                     SOPHIE
          It was good. I really needed to get
          out of my apartment so, thanks.
              (beat)
          What happened to the rest of your
          friends?

                    JOKER
          What friends?

                    SOPHIE
          Didn't you say some of your friends
          were coming?

                    JOKER
              (he forgot; recovers)
          Yeah, I decided not to invite them.
          As a performer sometimes you want
          to see how a "real" crowd reacts.
          People who don't already love me,
          or, or have a notion of who I am,
          you know?

                    SOPHIE
              (nodding)
          Yeah. I get that.

Joker smiles at the connection. They walk past a newsstand--
a wall of Chinese language newspapers mixed with local papers     
and tabloids, screaming headlines about the three Wall Street     
Guys gunned down on the train.

Joker stops and stares at the headlines--
                                                           45.


CLOSE ON HEADLINES, "Subway Vigilante"... "Yuppie Slaughter"
"Killer Clown On The Loose?"...

                    SOPHIE (OS)
              (re: the headlines)
          You believe that shit?

                    JOKER
          Yeah,-- I don't know how something
          like that happens.

                    SOPHIE
          Please. I'll bet you five bucks
          those rich assholes deserved it.

He turns to her.

                       JOKER
          You think?

                    SOPHIE
          Look at their faces. Those smug
          smiles. I've seen that look. Fuck
          them.

Sophie flicks her cigarette away and starts walking.

                    SOPHIE
          The guy who did it is a hero. Three
          less pricks in Gotham City. Woo-
          hoo! Only a million more to go.

Joker watches her walk for a beat.

                    JOKER
              (calls out to her)
          Hey. You want to get some coffee?

Sophie turns around and smiles. She looks great, even in
front of the mounds of garbage bags that line the sidewalk.

AN AMBULANCE SCREAMS BY, SIRENS BLARING as Sophie says
something that Joker doesn't hear. She keeps walking.

Joker chases after her and trips over a TIN GARBAGE CAN LID--

CLANG. CLANG. He falls down flat on his face.

Sophie turns and bursts out laughing. She can't help but
laugh. It's the first time she's laughed all night.
                                                             46.


48   INT. SZECHUAN ACE RESTAURANT, TABLE - NIGHT               48    

     Table covered with plates of half-eaten Chinese food.           

     Joker and Sophie sitting across from each other, middle of      
     conversation. Crowded room, brightly lit, looks more like a     
     casino. Almost everybody eating there is Chinese. It's loud.    

                         SOPHIE
               --I'm telling you, it's across the
               board. Wall Street, the banks,
               politicians. They've been making a
               killing for years. Fuck them.

     Joker takes a moment to think about what she said.

                         JOKER
               I don't know.

                         SOPHIE
               What don't you know?

                         JOKER
               Not all of them are awful. Take
               someone like Thomas Wayne for
               example. He's a hero.

                         SOPHIE
               Oh c'mon, he's the worst!

     Joker is taken aback--

                         JOKER
               Sophie, he's the only one who can
               save this city.

                         SOPHIE
               You can't be serious!? He's a
               complete narcissist. Brags about
               his money. Meanwhile, the rest of
               us can barely make rent. Or feed
               our kids.

     Joker nods. Thinking about it.

     Then--

                         JOKER
               What happened?

                            SOPHIE
               With what?
                                                        47.


                    JOKER
          With your job. At the bank?

                    SOPHIE
              (suddenly uncomfortable)
          Oh. Yeah, I was, um,--

                    JOKER                                      
          We don't have to talk about it.                      

Beat.                                                          

                    SOPHIE                                     
          Have you ever been fired before?                     

Joker thinks it over for a moment.                             

                    JOKER                                      
          Every time.                                          

                     SOPHIE                                    
          And have you ever wanted to torch                    
          the place?                                           

                    JOKER                                      
              (thinks it over again)                           
          Every time.                                          

Sophie smiles.                                                 

                    SOPHIE                                     
          Right. And this was like the first                   
          good job I had in like, years. Not                   
          waitressing or anything like that.                   
          It was 9-5. I had benefits. You                      
          know what that means when you have                   
          a kid?                                               

Joker just looks at her, he doesn't really know what that      
means. He just smiles.                                         

                    SOPHIE                                     
          But from the very first day, the                     
          manager guy starts smiling at me,                    
          whispering in my ear, touching me,                   
          trying to get me to sleep with him--                 

                    JOKER                                      
              (interrupting)                                   
          Did you do it? Did you go to bed                     
          with him?                                            
                                                           48.


                    SOPHIE                                        
          Fuck no. The guy's a fucking pig.                       
          So finally I complained to his                          
          boss, and they fired me... And now,                     
          now I don't know what to do with                        
          myself.                                                 

                    JOKER                                         
          Right. Wait, what do you mean?                          

                    SOPHIE                                        
          I finally felt good. Like I had a                       
          future. A purpose. And now I don't                      
          even know how I'm gonna pay my                          
          rent.                                                   

AND JOKER STARTS LAUGHING. He puts a hand over his mouth
trying to cover it, but he can't stop cracking up--

It's unsettling and disturbing for Sophie. People eating,         
waiters in red vests, busboys, all look over and stare at         
him. A few laugh. Joker turns away embarrassed, he looks out      
the plate-glass window, face turning red from laughing so
hard--

AS HE LOOKS OUT, HE SEES A GROUP OF ROWDY KIDS walking down
the street. One of them glances back before he turns the
corner-- HE'S WEARING A CLOWN MASK THAT LOOKS JUST JOKER'S
CLOWN FACE. And then he's gone. The group disappears around
the corner--

Joker can't believe his eyes, still laughing-- He turns to
Sophie who didn't see them. Just sits there awkwardly waiting
for it to stop.

Finally, it subsides--

                    JOKER
              (catching his breath)
          I'm sorry. I have this thing--

                    SOPHIE                                        
          I know.                                                 

Awkward beat.                                                     

                    SOPHIE                                        
          How did you get it?

                    JOKER
          I don't know. I read you can get it
          from a brain injury or, or a lesion
          in there. My mom said I was born
          this way. Born laughing.
                                                                49.


                            SOPHIE
                  Is that why she calls you Happy?

                            JOKER
                  Kind of. That actually started when
                  I was a kid. The other kids made
                  fun of me, called me Happy-- but
                  not in a good way. I got so sick of
                  it, one day when I was about ten,
                  I, I,--

     He smiles.

                              SOPHIE
                  What?

                            JOKER
                  I took a razor and cut this smile
                  onto my face.
                      (she's taken aback as he
                       points to the scars)
                  Sort of like "You want happy? Here,
                  how's this for happy?"

     He looks down, still smiling. She just watches him for a
     beat.

                              SOPHIE
                  You okay?

                            JOKER
                  I've been thinking about this night
                  my whole life.

     They just sit there for a beat. Quiet.


49   INT. MOM'S APARTMENT, LIVING ROOM - NIGHT                    49

     Joker opening the door to his mother's apartment, holding a        
     doggie bag in his hand, sees the flickering blue light of the      
     TV on in the living room, hears the end of "LIVE WITH MURRAY
     FRANKLIN!" He locks the locks, drawing the security chain
     high on the door.

     TURNS TO CATCH A GLIMPSE OF HIS MOTHER PASSED OUT in the
     living room, the cat jumping up next to her on the chair.

     Joker watches for a beat as Murray does his signature sign
     off, the one he's been doing for years--
                                                        50.


                    MURRAY FRANKLIN (ON TV)
              (looking into camera)
          Good night! And always remember,--
          That's life.

                    JOKER
              (quietly)
          "That's life."

He hears Don Ellis and his Jazz Orchestra playing the show's
closing song-- the instrumental version of Frank Sinatra's
"That's Life".

As the music continues, Joker puts his face up against his
mom's nose, to see if she's breathing or if she's dead.

He feels her breath against his cheek.

Now he picks his mother up in his arms and carries her into
her bedroom to the music, almost as if he's dancing with her
as he leaves the room...

We stay behind.

"That's Life" still playing from TV.

He comes back into the living room and turns off the TV.
Takes off his jacket and throws it on the couch. Notices
something sticking out of his jacket pocket. He pulls it out.

It's the envelope he was supposed to deliver to Thomas Wayne.

He stares at it for a beat. And then--

Quietly rips it open, starts to read the letter:

CLOSE ON WORDS, "Dearest Thomas, I don't know where else to
turn..."

"Need your help..."

"You have a son. We have a son. His name is Arthur."

Stops reading, stays on--

"You have a son."

JOKER STARING DOWN AT THE LETTER, reading those words over
and over again -- "You have a son."

                                                   CUT TO:
                                                             51.


50   INT. MOM'S BEDROOM, APARTMENT - EARLY MORNING                50

     JOKER'S SITTING IN A CHAIR in his mother's room watching her
     sleep. He has clearly been up all night. Still wearing the
     same clothes.

     He's holding her letter in his hand as the sun is just
     starting to rise outside the windows, light just beginning to
     crack the gloom.

     THE ORANGE CAT SITS AT HIS FEET staring up at him, won't take
     her eyes off of him.

     Joker impatiently sits there for another moment waiting for
     his mother to wake up, then suddenly--

     SHRIEKS OUT AT THE TOP OF HIS LUNGS like a teapot, kicking
     his back on the chair like an excited toddler--

     His mother wakes with a start, looking around half asleep and
     confused--

     Joker turns and sees the cat run out of the room--

                         MOM
               --what, what time is it?

     He doesn't answer.

                         MOM
               What happened? Did you hurt
               yourself again?

     Joker holds her letter up in his hand.

                         JOKER
               What is this? How come you never
               told me?

                         MOM
               Is, is that my letter? Is that my
               letter, Happy?

                         JOKER
               How could you not tell me, Ma?

                         MOM
               You told me you dropped it off.
               You have no right opening my mail.
               Who do you think you are?

                         JOKER
                   (raising his voice;
                    excited)
                         (MORE)
                                                        52.

                    JOKER (CONT'D)
          Apparently I'm Thomas Wayne's son!
          How could you keep that from me?

His mother slowly getting up out of bed.

                    MOM
          Stop yelling at me, you're gonna
          kill me, give me a heart attack!

She goes into the bathroom.

                    JOKER
              (shouts after her)
          I'm not yelling! I'm just, excited.
          How can any of this be real!? How
          can Thomas Wayne be my father?

                     MOM (OS)
              (shouts back from behind
               the door)
          I'm not talking to you until you
          calm down.

Joker sits for a minute then gets up and goes to her bathroom
door. Talks to his mother from the behind the closed door.

                    JOKER
              (lowers his voice; trying
               to sound calm)
          Okay. How's this, Mom? Better? Will
          you please talk to me?

Joker leans in closer to the door. Leaning against it with
just his head--

                    JOKER
          Please.

                    MOM (OS)
          He is an extraordinary man, Arthur.
          We had a connection. I was so
          beautiful then. We were in love.

Joker just leans there, listening. He closes his eyes, it's
all too much.

                     MOM (OS)
          His wife could see it. She was
          jealous from the moment I started
          working there. She fired me before
          I even knew I was pregnant with
          you.
               (hear her crying now)
                     (MORE)
                                                                53.

                          MOM (OS) (CONT'D)
               And, I never told him or anybody
               because, well, you can imagine what
               people would say about Thomas and
               me, and, and what they would say
               about you.

                         JOKER
                   (eyes still closed, head
                    leaning against the door)
               What would they say, Ma?

                         MOM (OS)
               That I was a whore, and Thomas
               Wayne was a fornicator, and that
               you're a little, unwanted bastard.

     AND THE BATHROOM DOOR SUDDENLY SWINGS OPEN, and Joker falls
     face first into the bathroom--

     Just missing his mother, crashing down onto the floor--

                                                          CUT TO:


51   EXT. BOARDWALK, AMUSEMENT MILE - MORNING                     51

     Joker heads down the boardwalk toward Ha-Ha's, a bounce in
     his step.

     Looming behind him like the skeletons of monsters, a
     sprawling rickety-looking wooden roller coaster and the
     gigantic steel Wonder Wheel in the amusement park by the
     ocean. Sound of waves crashing, seagulls squawking.


52   INT. HA-HA'S TALENT BOOKING, LOCKER ROOM - MORNING           52

     Joker walks into the locker room, sees Randall half-dressed
     for work, red nose, big pants, big shoes, no wig yet, sitting
     with Gary, TWO OTHER CLOWNS AND A MAGICIAN around the small
     table, shooting the shit, drinking coffee.

     They nod hello at Joker or give him a perfunctory wave, most
     of his co-workers think he's a freak.

                         GARY
               Hey Art, I heard what happened--
               I'm sorry man.

                         RANDALL
               Yeah, Hoyt did you wrong, buddy.
               Doesn't seem fair.
                                                          54.


Joker looks hard at Randall for a moment, just slowly nods,
and continues on to his locker.

He starts to clean it out, stuffing all of his clown gear
into an old brown paper shopping bag. Hears them talking
about him behind his back, about why he got fired, laughing
at him--

                    HA-HA CLOWN #1 (OS)
          Did you really bring a gun to the
          kid's hospital, Artie? What the
          fuck would you do that for?

Joker doesn't answer them, just continues emptying his
locker, a bag of balloons, a magic wand, some trick flowers--

                    HA-HA CLOWN #2
          No, I heard he pulled it out and
          waved it around like a cowboy.

His co-workers crack up. Joker answers the guy without
looking back--

                    JOKER
          It was a prop gun. And I didn't
          pull it out, it fell out.

                    MAGICIAN
          So is that part of your new act? If
          your singing doesn't do the trick,
          you just gonna shoot yourself?                         

More laughter.

                    HA-HA CLOWN #2
          I thought Jingles was a lover not a
          fighter.

Joker turns and looks at all of them, nods at Randall--

                    JOKER
          Why don't you ask Randall about it?
          It was his idea.

                    GARY
              (to Randall)
          Since when do you use a prop gun?

                    RANDALL
          What? I don't. Stop talking outta
          your ass, Art!
              (to the guys)
                    (MORE)
                                                             55.

                          RANDALL (CONT'D)
               I think all his stupid laughing
               musta scrambled his brain or                           
               something.

     The guys laugh and keep jawing. Joker doesn't say anything.
     Just finishes packing his bag and closes his locker door--


53   EXT. HA-HA'S, BACK ALLEY - AMUSEMENT MILE BOARDWALK - MORNING
                                                               53

     Joker exits the back door holding onto his brown shopping bag
     under his arm, starts down the alley.

     Behind him, Randall hustles out and chases down the alley
     after him, still half-dressed for work.

                         RANDALL
                   (calling out)
               Art! Hold up,--

     As he catches up with Joker his red nose falls off, but he's
     so out of breath he doesn't realize he lost it--

                         RANDALL
               What the fuck was that about?

     Beat.

                         JOKER
               What?

                         RANDALL
               Why would you say that? That, that                     
               it was my idea.                                        

     Joker just looks back at Randall. Sees his red Styrofoam nose
     bouncing down the alley behind him.

                         JOKER                                        
               ...                                                    

                         RANDALL                                      
               You don't get it, do you, buddy,                       
               that shit that went down on the                        
               subway, that's no joke. They got                       
               clown sketches on the front of                         
               every fucking paper. It's just a                       
               matter of time before the cops come                    
               around.                                                

     Beat.                                                            

                         JOKER
               I don't know anything about it.
                                                                56.


                         RANDALL
                   (leans in close; lowers
                    his voice)
               Art, you know you're my boy. I'm                        
               not gonna say shit. I just hope you                     
               got rid of that gun. That can't                         
               come back on me, okay?                                  

                         JOKER
               Randall, I didn't shoot anybody.
               That wasn't me. And I don't have
               time for this, I got somebody real
               important I gotta go see.

     Joker turns to go--

                         RANDALL
               You know they're sellin' masks.

                         JOKER
                   (turning back around)
               What?

                         RANDALL
               They're selling masks of your clown
               face,-- based off the description I                     
               guess. It's like a thing now.

                         JOKER
               What are you talking about?

                         RANDALL
               There's a lot of people in this
               city who are happy you did what you
               did. If you did it.

                         JOKER
               Randall. Your nose.

                           RANDALL
               What?

     Randall touches his face. Realizes his nose is not there.

     Joker points to Randall's clown nose tumbling back down the
     alley. And Randall hustles after it, chasing after his red
     nose blowing skipping away in the wind--


54   INT. METRO TRAIN (MOVING) - COUNTRYSIDE, OUTSIDE GOTHAM - 54
     NEXT AFTERNOON

     CLOSE ON NEW "KILLER CLOWN" SKETCH ON FRONT PAGE OF THAT
     DAY'S TABLOID, a more detailed drawing.
                                                             57.


     HEADLINE, "KILLER CLOWN STILL ON THE LOOSE!"

     SUB-HEAD, "'Kill the Rich' -- A New Movement?"

     ANGLE ON JOKER LOOKING DOWN AT HIS NOTEBOOK, STARING AT A
     PHOTOGRAPH OF THOMAS WAYNE RIPPED OUT FROM A MAGAZINE, taped
     to a page. He glances at his distorted reflection in the
     window, takes his hand and parts his hair to the side, more
     like Thomas Wayne's hair. Maybe there is a resemblance.

     WIDER ANGLE, train is packed with wealthy white businessmen
     and a couple businesswomen heading home after work, many of
     them reading the same tabloid. The "Killer Clown" sketch of
     Joker's clown face dots the train. No empty seats -- except
     the one next to Joker.


55   INT. TAXI CAB (MOVING), COUNTRYSIDE - AFTERNOON              55

     JOKER IN THE BACK OF A TAXI STARING OUT AT THE COUNTRYSIDE,        
     at the trees and green grass and blue sky and open spaces
     whizzing by. The sun is getting low, bathing everything in a
     golden light.

     He doesn't see garbage anywhere.


56   EXT. WAYNE MANOR, FRONT LAWN - MAGIC HOUR                    56    

     Joker walking along an intimidating wrought iron fence,            
     surrounding the estate like prison bars, the brown paper           
     shopping bag stuffed under his arm. The big house set up a         
     small hill, evergreens dot the lush grounds. As he walks
     around looking for the front entrance, Joker catches a
     glimpse of an innocent looking EIGHT-YEAR-OLD BOY tracking         
     him from behind the trees, hiding as he follows.

     Joker stops.

     He sees the boy stop behind a tree.

     Joker continues walking until he gets to the front gate. He
     digs into his bag and pulls out the magic wand--

     He holds it up for the boy to see.

     The boy steps out from behind a tree to get a closer look.

     Joker puts the brown bag down on the ground, looks over the        
     wand, pretending like he's trying to figure out what it does.
     He waves the wand over the front gate lock to "try and see"
     if it will open-- It doesn't.
                                                           58.


The little boy walks down toward the fence, face like an          
angel.                                                            

Joker waits until he gets closer and then reaches his hand        
through the fence and hands the kid his magic wand so he can      
try and figure out what it does--

The boy takes the wand and it goes limp in his hand before he     
can wave it-- He laughs, surprised. He hands it back to
Joker.

The boys sees Joker's face up close, staring at his scarred       
smile--

Joker straightens the wand back out, and reaches in through       
the fence again so the kid can give it another try.               

AND AGAIN THE MAGIC WAND DROOPS IN THE BOY'S HAND. He laughs      
and gives it back to Joker--                                      

Joker examines the wand as if its "broken", stiffens it one       
last time, crouches down lower, and...                            

Ta-da! A bouquet of flowers bursts out the end of the wand--

Joker smiles and hands him the wand bouquet of flowers--          

The little boy takes the flowers. Keeps staring at Joker, at      
the scars around his mouth.                                       

Now, he reaches his hand out through the fence and touches        
Joker's face, tracing his finger around the edges of Joker's      
mouth, over his scarred smile--                                   

Joker closes his eyes -- embarrassed -- but it feels good to      
him, nobody ever touches him besides his mother.

He starts to smile, when a man's voice shatters the moment--      

                    ALFRED (OS)                                   
              (shouting; slight English                           
               accent)                                            
          Bruce! What are you doing? Get away                     
          from that man.                                          

The little boy pulls his hand back. Turns and runs away--         

Joker looks up and sees a balding, tired-looking, ALFRED          
PENNYWORTH (50's) bounding down the hill toward them.             

Joker stands back up.                                             
                                                           59.


                    ALFRED                                        
              (still shouting)                                    
          What are you doing? Who are you?                        

Little Bruce runs behind Alfred, hiding behind his legs.          

                    JOKER                                         
          My name's Arthur. I'm here to see                       
          Mr. Wayne--                                             

                    ALFRED                                        
              (interrupting)                                      
          You shouldn't be talking to his                         
          son. Why did you give him those                         
          flowers?                                                

Alfred takes the flower-wand away from the kid--                  

                    JOKER                                         
          I, I was just trying to make him                        
          laugh.                                                  

He hands it back to Joker.                                        

                    ALFRED                                        
          Well it's not funny. Do I need to                       
          call the police?                                        

                    JOKER                                         
          No, please. My mother's name is                         
          Penny Fleck. She used to work here,                     
          years ago. Can you tell Mr. Wayne                       
          that I need to see him?                                 

                    ALFRED                                        
              (color drains from his
               face; beat)
          You're her son?                                         

                    JOKER                                         
          Did you know her?                                       

Alfred doesn't say anything.                                      

Joker puts his face right up against the bars, whispers so        
the boy can't hear him--                                          

                    JOKER                                         
          You don't need to cover for them.                       
          I'm sure Mrs. Wayne was very upset                      
          when she found out.                                     
                                                             60.


                         ALFRED
               There was nothing to find out                            
               about. Your mother was, was                              
               delusional. She was a sick woman.                        

                         JOKER                                          
               No. No, just let me speak to Mr.                         
               Wayne.                                                   

     Now Alfred leans in closer to Joker, almost looks like he          
     feels some pity for him--                                          

                         ALFRED                                         
               Please just go, before you make a                        
               fool of yourself.

     Beat.

                         JOKER
                   (blurts out)
               Thomas Wayne is my father--

     Alfred looks at Joker, and can't help but crack up laughing        
     at him.                                                            

     AND JOKER REACHES THROUGH THE BARS AND GRABS HIM. Pulls him        
     in close, trying to choke him, still holding the wand of           
     flowers in one hand--                                              

     AS HE CHOKES ALFRED, Joker sees little Bruce, wide-eyed in         
     the shadows, looking out at him in horror.                         

     Joker stops.

     Lets go of Alfred... Takes off running back down the street        
     away from Wayne Manor, magic wand in hand, leaving the rest        
     of his clown gear behind.                                          

                                                        CUT TO:


57   EXT. LOWER EAST SIDE, STREETS - NIGHT                        57

     JOKER'S BACK IN HIS PART OF TOWN, garbage everywhere here.
     The neighborhood at night is alive. Loud kids on the street
     corners... A drunk seemingly fights no one... Hookers working
     the street... He hears a wailing siren...

     As Joker turns the corner, he sees AN AMBULANCE PARKED in
     front of his building. Lights flashing. Hit with a sense of
     dread, he runs toward the building--
                                                             61.


58   EXT. STREET, APARTMENT BUILDING - NIGHT                      58

     A SMALL CROWD OF GAWKERS have gathered around watching the
     drama unfold. Shouting and laughing, loud dance music blaring
     out an open window, feels like an impromptu block party.

     Joker runs up, sees his mother being wheeled down the front
     steps unconscious on a stretcher, AN EMT holding an oxygen
     bag on her face. TWO DETECTIVES IN PLAIN SUITS following
     behind them. It's a chaotic scene.

     FROM ABOVE, Joker pushing through the crowd, rushes to his
     mother's side. We don't hear what he says to the paramedics
     over the music and the crowd, just see them nod okay and
     Joker follow after them into the back of the ambulance--


59   INT. CITY AMBULANCE, BACK (PARKED) - NIGHT                   59

     Joker looking out the back doors as they start to shut close--

     CATCHES A GLIMPSE OF SOPHIE, coming out of the building. He
     stares at her through the small back door window. Casually
     waves at her, trying to connect with her--

     Joker sees the two detectives approaching Sophie as the
     ambulance pulls away. Speeding away down the street, siren
     wailing--

                                                        CUT TO:


60   INT. CITY HOSPITAL, EMERGENCY TREATMENT ROOM - NIGHT         60

     Joker's standing near the doorway of a large overcrowded
     treatment room. Watching a sleep-deprived ER RESIDENT (late
     20's), and an EMERGENCY NURSE start to intubate his mother.
     He hears shouts and cries of pain from around the crowded
     room.

     Joker turns away when he sees them insert a thin endotracheal
     tube into her mouth and down through her larynx. It makes him
     gag--


61   EXT. CITY HOSPITAL, ER - NIGHT                               61

     Joker sits on a bench outside the bustling emergency room.
     He's getting some fresh air, but he picked a weird spot to do
     it.

     He watches the sick and dying being rushed through the glass
     doors. Opening and closing. This happens in the background
     throughout the scene.
                                                        62.


The two detectives walk up to Joker, interrupting him
watching the doors. Gotham police detectives, GARRITY (50's),
grey hair, and BURKE (30's), his partner.

                    DET. GARRITY
          Mr. Fleck, sorry to bother you, I'm
          Detective Garrity, this is my
          partner Detective Burke.

Joker looks up at them. Doesn't say anything.

                    DET. GARRITY
          We had a few questions for you, but
          you weren't home. So we spoke to
          your mother.

                    JOKER
          You did this to her?

                    DET. GARRITY
          What? No. We just asked her some
          questions and she started getting
          hysterical-- hyperventilating,
          trouble speaking-- then she
          collapsed. Hit her head pretty
          hard.

                    JOKER
          They told me she had a stroke.

Beat.

                    DET. GARRITY
          Sorry to hear that.

AND JOKER BURSTS OUT LAUGHING, he can't stop it.

The detectives are taken aback. They don't know what to make     
of him laughing. They share a look.

                    DET. BURKE
              (confused)
          I'm lost. Is something funny?

                    JOKER
              (laughter choking up in
               his throat)
          No I,-- I have a, a--

Tears rolling down his face, he takes out one of his cards
and hands it to Det. Burke. Burke glances over the card, a
skeptical look on his face.
                                                        63.


                    DET. BURKE
          Okay. But we have some questions
          for you.

                    DET. GARRITY
          About those subway killings from a
          few weeks ago.

Joker pauses for a moment, his laughter subsiding. He holds
his breath.

                    JOKER
          I don't know anything about that.

                    DET. GARRITY
          We have an eyewitness who described
          a white male, about 6 feet tall, in
          clown make up. Or a clown mask.
          Spoke to your boss at Ha-Ha's, Mr.
          Vaughn, and he said you were on a
          job the day of the shooting.

Joker's still holding his breath, he nods yes.

                    DET. GARRITY
              (just continues)
          He also said you got fired that
          day,-- For bringing a gun into the
          children's hospital.

And Joker cracks up again, his laughter coming back harder--
He covers his mouth with his hand, shaking his head no, his
face now turning red.

                    DET. GARRITY
          You weren't fired?

Joker catches his breath as the intensity of his laughter
starts to wane, petering out.

                    JOKER
          Not for having a gun. That was prop
          gun. Part of my act.

Joker's laughter finally stops for good.

                    DET. BURKE
          So why were you fired?

                    JOKER
          They said I wasn't funny.

The detectives share another look.
                                                             64.


     Joker stands up.

                         JOKER
               Now, if you don't mind, I have to
               go back and look after my mother.

     Detective Burke steps close to him, holds up the card that
     Joker handed him--

                         DET. BURKE
               Hey lemme ask you a question? This
               condition of yours,-- Is this real
               or is this like some sorta clown
               thing?

                         JOKER
               Clown thing?

                         DET. BURKE
               I mean, is it part of your act?

                         JOKER
               What do you think?

     And Joker walks away-- heads for the sliding glass doors.
     Only the motion detector doesn't engage--

     AND HE SLAMS RIGHT INTO THE GLASS DOOR.

     HARD.

     He bounces back.


62   INT. HALLWAY, NURSE'S STATION - CITY HOSPITAL - NIGHT        62

     Joker walking down the hallway, ER flooded with the poor and
     uninsured. Overwhelmed doctors and nurses trying their best
     to keep up. He stops at the busy nurse's station, and stands
     there for a moment, trying to get a nurse's attention--

                         JOKER
               Excuse me, I was wondering how I
               could check my mother out of here?

     One of the nurses at the desk looks up at him, seems slightly
     annoyed.

                         ER NURSE
               What's your mother's name?

                         JOKER
               Penny Fleck. I'd like to take her
               home.
                                                        65.


The sleep-deprived ER RESIDENT who was working on his mother
overhears Joker, comes over to talk to him with a clipboard
in his hand. Joker recognizes him--

                    ER RESIDENT
          Mr. Fleck, your mother had a
          stroke. It's very serious. You
          can't "check her out." She's gonna
          be here for at least a week.

                    JOKER
          She's not gonna wanna stay that
          long. She doesn't like hospitals.
          Or doctors.

                    ER RESIDENT
          I'm sorry to hear that. But she
          can't just leave.

                    JOKER
          I don't like hospitals either.

Beat.

The resident just nods okay. Looks down at his clipboard--

                    ER RESIDENT
          Listen, I wanted to talk you about
          something we noticed in her tox
          report. We found heavy traces of
          multiple medications in her system.

                    JOKER
          Okay. Thanks.

He turns to go, but the resident continues--

                    ER RESIDENT
          One of them's perphenazine. It's a
          powerful anti-psychotic. If she was
          taking that regularly and then
          suddenly stopped, the withdrawal
          could have contributed to her
          stroke. Did you notice any
          symptoms?

                      JOKER
          Symptoms?

                    ER RESIDENT
          Withdrawal symptoms. Nausea...
          anxiety... hallucinations.

Joker shakes his head, no.
                                                              66.


                          ER RESIDENT
               Do you know how long she's been
               taking it?

     Joker shakes his head no again, leans in closer to the
     resident--

                          JOKER
               Can you tell me what those symptoms
               are again?

                                                          CUT TO:


63   INT. PATIENT BAY, EMERGENCY TREATMENT ROOM - NIGHT           63

     CLOSE ON TV, Murray Franklin is in the middle of doing his
     monologue.

                         MURRAY FRANKLIN (ON TV)
               So I told my youngest son, Tommy,
               remember he's the 'not so bright'
               one,--
                   (laughter)
               I told him that the garbage strike
               is still going on. And he says, and
               I'm not kidding, Tommy says, "So
               where are we gonna get all our
               garbage from?"

     Murray Franklin cracks up at his own joke. Studio audience
     laughs.

     JOKER LAUGHS, LYING IN BED NEXT TO HIS UNCONSCIOUS MOTHER in
     the large overcrowded treatment room.

     Blue curtain dividers separate the bays. He's watching the
     show on a TV bolted high on the wall. He glances over at his
     mother, laughing over the sounds of her labored breath, the
     pain and suffering of those around him.

     He looks back up at the television.

                         MURRAY FRANKLIN (ON TV)
               And finally, in a world where
               everyone thinks they could do my
               job, we got this videotape from the
               Gotham Comedy Club. Here's a guy
               who thinks if you just keep
               laughing, it'll somehow make you
               funny. Check out this joker.
                                                          67.


EXTREME CLOSE ON TV, GRAINY VIDEO OF JOKER'S STAND-UP
PERFORMANCE. Joker on stage smiling behind the microphone,
under the harsh spotlight.

Joker watching himself on TV, his jaw drops--

                     JOKER (ON TV)
              (trying to stop himself
               from laughing)
          -- good evening, hello.
              (deep breath; trying to
               stop laughing)
          Good to be here.
              (keeps cracking up)
          I, I hated school as a kid. But my
          mother would always say,--
              (bad imitation of his mom,
               still laughing)
          "You should enjoy it. One day
          you'll have to work for a living."
              (laughs)
          "No I won't, Ma. I'm gonna be a
          comedian!"

Back to Murray Franklin shaking his head, trying not to
laugh.

                    MURRAY FRANKLIN (ON TV)
          You should have listened to your
          mother.

The studio audience erupts into laughter.

ANGLE ON JOKER, watching Murray Franklin make fun of him on
TV. He gets up and starts walking toward the TV set as if in
a trance. Unsure if this is really happening.

                    MURRAY FRANKLIN (ON TV)
          One more, Bernie. Let's see one
          more. I love this guy.

The tape continues of Joker at the comedy club.

                     JOKER (ON TV)
          It's funny, when I was a little boy
          and told people I wanted to be a
          comedian, everyone laughed at me.
              (opens his arms like a big
               shot)
          Well no one is laughing now.

Dead silence. Nobody is laughing. Not even him.

CUT BACK CLOSE ON MURRAY FRANKLIN, just shaking his head.
                                                              68.


                         MURRAY FRANKLIN (ON TV)
               You can say that again, pal!

     Murray cracks up and the studio audience laughs along with
     him.

     CLOSE ON JOKER, looking up at the television, hearing them
     all laughing at him.

     Beat.

                                                        JUMP CUT:

     Joker is dragging a chair to the television set.

     In a rage, he gets up on the chair and tries to pull the TV
     out of the wall, as the show continues to play--

     But the set is firmly secured to the wall, and Joker pulls so
     hard the chair flips from underneath him and he goes flying
     up the air, crashing down hard onto the floor.


64   INT. CAFETERIA, CITY HOSPITAL - EARLY MORNING                64

     Joker walks with a plastic tray of food. Some runny eggs and
     a coffee. He keeps his head down so no one can see his face.
     There are a few DOCTORS AND NURSES sitting and chatting at
     one table. A group of ORDERLIES are sitting together at
     another table.

     He goes and sits down in the far corner, far away from
     everyone else. Sees a tabloid newspaper left on the table,
     and picks it up to read so he doesn't seem so alone.

     ANGLE ON FRONT PAGE HEADLINE, "Thomas Wayne Announces Run",
     over a full-page campaign-style photograph of Thomas Wayne
     waving to a crowd standing next to his wife, MARTHA (50's), a
     severe looking, well-preserved former model, and little Bruce
     Wayne standing in front of them. Photo catches Bruce looking
     into camera, eyes wide, scared by the crowd.

     SUB-HEADLINE READS, "Protest Planned at Wayne Hall Opening
     Tonight"

     Joker stares at the family photo.

     CLOSE ON BRUCE WAYNE IN PHOTO, Joker's fingers ripping his
     picture out of the front page.

                         YOUNG DOCTOR (OS)
               -- I'm sorry to bother you, but can
               you settle an argument for us?
                                                               69.


     CLOSE ON JOKER LOOKING UP, interrupted from ripping out the
     picture. One YOUNG DOCTOR and TWO NURSES are standing around
     him. We stay with Joker, don't see their faces. Just their
     bodies, all dressed in green scrubs, uniforms.

                            JOKER
               Excuse me?

                         YOUNG DOCTOR (OS)
               You were the guy on Murray Franklin
               last night, right?

     He hears the nurses giggle.

                         JOKER
               No, sorry. Wasn't me.

                         NURSE #1 (OS)
               Of course it was you. You were the
               comedian.

                         YOUNG DOCTOR (OS)
               Except you weren't funny. You
               didn't tell any jokes.

     He hears the nurses giggle again.

     STAY CLOSE ON JOKER, getting upset. He just shakes his head.

                         JOKER
               I don't know what you're talking
               about.

                         YOUNG DOCTOR (OS)
               No. It was definitely you, buddy.
               You're the guy who couldn't stop
               laughing. Murray killed you.

     More laughter. Joker looks up at them.

                         JOKER
               If I were you, I'd walk away from
               this table before I strangle all
               three of you with that fucking
               stethoscope hanging from your neck.

     Beat.


65   EXT. CENTER FOR PERFORMING ARTS, WAYNE HALL - UPTOWN - DUSK
                                                               65

     Joker crosses a busy street heading to the Center for
     Performing Arts. Light falling. Storm clouds gathering.
                                                                70.


     Joker stops when he sees--

     A CROWD OF PROTESTERS SCREAMING AND SHOUTING IN FRONT OF
     WAYNE HALL, behind steel barricades. Many wearing Joker's
     "clown face" mask... A few wave homemade signs, "CLOWN FOR
     MAYOR"... "KILL THE RICH"... "MR. WAYNE, AM I A CLOWN?"

     A LINE OF POLICEMEN AND SECURITY GUARDS stand between the
     crowd and the lit-up white marble building.

     Joker watches the protest for a moment, then continues across
     the street. It starts to rain.


66   EXT. WAYNE HALL, FRONT ENTRANCE - EVENING                    66

     A FIGHT BREAKS OUT between a "clown" masked protester and two
     cops. The crowd goes crazy, pushing through the barricades
     toward the building in the driving rain. The police and Wayne
     Hall Security fight to keep them out--

     Amidst all the chaos, we glimpse Joker slipping into the
     building unnoticed--


67   INT. LOBBY, WAYNE HALL - EVENING                             67

     Joker walks through the massive multi-level lobby. It's
     completely empty since the performance has already begun and
     whatever security was available is outside helping the police
     deal with the protesters.

     He looks up in awe at the crystal chandeliers... The shiny,
     marble floor beneath his feet. He's never seen anything this
     opulent in his entire life.


68   INT. BACK OF THEATER, WAYNE HALL - EVENING                   68

     JOKER MAKING HIS WAY THROUGH THE DARK SHADOWS ALONG THE BACK
     WALL OF THE AUDITORIUM, looking for Thomas Wayne in the sold-
     out black-tie audience--

     He catches bits of Chaplin's MODERN TIMES projected on a
     screen behind the Gotham Philharmonic playing the silent
     movie's score... the Tramp roller skating blindfolded on a
     date with the Gamin (Paulette Goddard) in a department store.

     He continues moving along the wall from aisle-to-aisle
     looking for Thomas Wayne...

     The audience laughs as the Tramp skates blindfolded, skirting
     along the edge of a balcony with no rail, orchestra playing
     the bouncy score. Joker can't find Thomas Wayne in the dark--
                                                             71.


     He moves to the top of the next aisle, pausing to watch more
     of the film. Suddenly somebody bumps into Joker--

     He looks up and sees it's one of Thomas Wayne's TWO SECURITY
     GUARDS, escorting Thomas Wayne out of the auditorium--

     Joker turns and watches them lead him out. Behind Joker on
     screen, the Tramp is rescued by the girl before he falls off
     the edge, orchestra swelling--


69   INT. LOBBY, WAYNE HALL - CONTINUOUS                         69

     Joker peeks his head out of the auditorium, sees Thomas Wayne
     heading into the men's room, his two security guards waiting
     by the door, still hear the orchestra playing the score--

     Joker glances back into the auditorium--

     Sees a lobby broom and upright dustpan tucked in the back
     corner--


70   INT. HALLWAY, MEN'S ROOM - WAYNE HALL - SECONDS LATER       70

     Joker's sweeping up the hallway with his head down, hear the
     orchestra playing the melancholy "Smile" from the film's
     score. He sweeps along to the music like Emmett Kelly's
     famous hobo clown... Sweeping around the two security guards'
     feet... Annoyed, they move a bit away from the bathroom
     door... And don't give Joker a second look as he heads
     inside...


71   INT. MEN'S ROOM, WAYNE HALL - CONTINUOUS                    71

     Joker sweeps his way into the cavernous, black & white tiled
     bathroom, ornate gold fixtures. It's empty save for Thomas
     Wayne peeing at the far end of a long line of urinals.

     Joker takes a deep breath, and walks down the line of urinals
     right up next to Thomas Wayne--

     He stands there for a beat while Thomas urinates, lobby broom
     and upright dustpan in hand--

                         THOMAS WAYNE
                   (glances over; annoyed)
               Can I help you, pal?

                         JOKER
               What? Yeah. No I, I--
                                                         72.


                     THOMAS WAYNE
              (interrupting)
          You need to get in here or
          something?

Thomas Wayne finishes and zips his fly back up. Joker is not
sure what to say to him, just says--

                    JOKER
          Dad. It's me.

Beat.

But Thomas Wayne doesn't hear him, he was flushing the
urinal. He walks toward the sink.

                       THOMAS WAYNE
          Excuse me?

Joker follows after him.

                     JOKER
          My name is Arthur. I'm Penny's son.
              (beat)
          I know you didn't know about me,
          and I don't want anything from you.
          Well... maybe a hug.

And Joker smiles, it's all very emotional for him. Thomas
looks over at him like he's fucking crazy.

                    THOMAS WAYNE
          Jesus? You're the guy who came by
          my house yesterday.

Joker nods, relieved he finally broke through.

                    JOKER
          Yes. But they wouldn't let me in,
          wouldn't let me see you. So I came
          here. I have so many questions.

Thomas Wayne just laughs to himself and turns on the gold
faucets at one of the sinks.

                    THOMAS WAYNE
          Look pal, I'm not your father.
          What's wrong with you?

                    JOKER
          How do you know?

Thomas Wayne just keeps washing his hands, doesn't even look
over at Joker.
                                                         73.


                    THOMAS WAYNE
          Cause you were adopted. And I never
          fucked your mother. What do you
          want from me, money?

                    JOKER
          No. What? I wasn't adopted.

Thomas starts drying his hands.

                    THOMAS WAYNE
          She never told you? Your mother
          adopted you before she even started
          working for us. She was arrested
          when you were four years old and
          committed to Arkham State Hospital.
          She's batshit crazy.

Joker starts to smile, feels a laugh coming on.

                    JOKER
          No. No, I don't believe that.

Thomas finishes drying his hands. Turns to Joker, his tone
way more serious now.

                    THOMAS WAYNE
          I don't really give a shit   what you
          believe.
              (steps in closer)
          But if you ever come to my   house
          again, if you ever talk to   my son
          again, if I ever even hear   about
          you again, I'll--

AND JOKER CRACKS UP LAUGHING, interrupting his threat.
Laughing right in his face--

                    THOMAS WAYNE
          Are you laughing at me?

Joker's laughing so hard he can't answer.

THOMAS SHOVES JOKER HARD UP AGAINST THE TILED WALL, gripping
his neck with one hand. Joker just cracks up louder, he drops
the dustpan and broom--

                    THOMAS WAYNE
              (shouting)
          You think this is funny?

Thomas Wayne's security guards bang open the door, rushing
into the bathroom when they hear the shouting--
                                                               74.


     They stop when they see Thomas has Joker jacked up against
     the wall.

                         JOKER
                   (tries shaking his head
                    no; still laughing and
                    choking)
               No, no I have a con--

                         THOMAS WAYNE
                   (interrupting; raising his
                    voice)
               Is this a fucking joke to you?

     AND THOMAS WAYNE PUNCHES JOKER STRAIGHT IN THE FACE with his
     free hand, blood spraying from his nose--


72   EXT. WAYNE HALL, FRONT ENTRANCE - PLAZA - NIGHT              72

     The two security guards roughly throw Joker out of the hall,
     right in front of the drenched crowd of screaming protesters,
     TV cameras and photographers now on hand, bulbs flashing--

     Joker knowing how to take a fall, plays it up in front of
     this audience for all it's worth, tumbling end-over-end out
     onto the plaza in the rain--

     He rolls to his feet with a bit of panache and brushes
     himself off like it was nothing.

     The protesters go crazy, cheering and applauding his act--

     And Joker takes a deep dramatic bow. Wet hair. Bloody nose.

     He turns and sees the security guards coming back out--

     Joker takes off running through the plaza in the downpour,
     running out of the Center for Performing Arts. Turns down a
     side street almost slipping--

     And keeps running even though nobody's chasing after him.

     We HEAR the familiar beats of THE SUGARHILL GANG'S "Apache"
     as Joker just keeps running and running.


73   INT. APARTMENT BUILDING, HALLWAY - NIGHT                     73

     Joker knocking on Sophie's apartment door, "Apache" blaring
     inside. He's soaking wet, clothes clinging to his body.

     There's no answer.
                                                               75.


     He knocks again. Hard to hear anything over the loud music.

     Now he tries the door. It's unlocked.


74   INT. SOPHIE'S APARTMENT, FRONT HALL - CONTINUOUS             74

     Joker walks into Sophie's apartment, "Apache" thumping,
     lights dim.

                         JOKER
               Sophie?

     WALKS INTO THE DARK LIVING ROOM, catches a glimpse of Sophie,
     naked riding on top of SOME GUY on the couch--

     The guy sees Joker standing in the shadows and jumps. Sophie
     turns and sees Joker as well. She screams--


75   INT. HALLWAY, APARTMENT BUILDING - NIGHT                     75

     Joker rushing for his mother's apartment.

     Behind him, the guy comes out half naked into the hallway,
     zipping up his pants, screaming at Joker--

     Joker doesn't look back, doesn't hear the guy yelling at him--

     Quickly opens the door to his mother's apartment and hurries
     inside.


76   EXT. ARKHAM STATE HOSPITAL - MORNING                         76

     A GRAY, BEHEMOTH STATE HOSPITAL looming over the city block.
     Metal screens cover steel-framed windows. Joker crosses the
     street toward the building, eyes weary, he hasn't slept in
     days.

     HE SEES TWO GOTHAM CITY COPS AND A PARAMEDIC rolling a gurney
     into the entrance... a naked, sunburned man screaming his
     head off is handcuffed to the stretcher underneath a white
     sheet. Joker follows them inside.


77   INT. ARKHAM STATE HOSPITAL - ADMINISTRATIVE OFFICE - MORNING
                                                               77

     Joker sits waiting in a cramped office, looking out a
     plexiglass window that overlooks the crowded hallway--
                                                          76.


A constant din of people moving about, talking and shouting.
Patients handcuffed to the armrests of their wheelchairs,
lying on stretchers, heads covered with pillowcase turbans or
forearms to block out the harsh fluorescent lights.

His gaze is interrupted by a CLERK (40's), ID clipped to his
shirt, who's lugging an old heavy file storage box.

He drops the box down on his messy desk with a thud.

                    CLERK
          Sorry for the wait. All our records
          that are 10 years or older are
          stored in the basement. You're
          talking over 30 years ago,-- I had                     
          to do some serious digging.

Joker nods thanks.

                    CLERK
          Like I said, if it's in here, I'm
          still gonna need a release from
          her.

The clerk opens the file box. Starts digging though it. Joker
stares out the plexiglass window that faces the hallway--

                    JOKER
          Can I ask you a question? How does
          someone wind up in here? Have all
          these people committed crimes?

                    CLERK
              (going through the files)
          Some have. Some are just crazy and
          pose a danger to themselves or
          others. Some just got nowhere else
          to go.

Beat.

                    JOKER
              (nods; looks down)
          Yeah, I know how that is. Sometimes
          I don't know what to do, y'know, I
          don't think I can take any more of
          this.

The clerk is half listening as he scans the paper work.

                    CLERK
          Yeah, I can't take much more of
          this shit either.
                    (MORE)
                                                           77.

                    CLERK (CONT'D)
          Now they talking about more
          layoffs, man, we're understaffed as
          it is. I don't know what I'm gonna
          do.

Joker looks up at the guy, thinking he's made a connection.

                    JOKER
          Last time I ended up taking it out
          on some,-- people. Bad shit. I
          thought it would bother me but, it
          really hasn't.

For the first time, the clerk looks at him--

                    CLERK
          What's that?

                    JOKER
          It's just so hard to try and be
          happy all the time, y'know, when
          everything's going to shit all
          around you.

                    CLERK
              (taken aback; beat)
          Listen, I'm just an administrative
          assistant, like a clerk. I file
          paperwork, fill out forms. I don't
          really know what to tell you, but
          maybe you should see someone-- they
          have programs, like city services.

                    JOKER
              (backtracking)
          Yeah. They cut those. Anyway, I was
          just talking to talk.

The clerk just nods. Finally finds what he was looking for.

                    CLERK
              (surprised)
          Here it is,-- Fleck. Penny Fleck.

He pulls out an old file, bulging with yellowing records.
Moves the box to the floor and sits down at his desk.

                    JOKER
              (saying it out loud for
               himself to hear)
          So she was a patient here.

The guy opens the file. Yellowing pages of her records--
                                                        78.


                    CLERK
              (nods, skim-reading)
          Uh-huh. Diagnosed by Dr. Benjamin                      
          Stoner... The patient suffers from                     
          delusional psychosis and                               
          narcissistic personality                               
          disorder... Found guilty of                            
          endangering the welfare of a child--                   

The clerk stops reading out loud, eyes going wide as he skims    
further ahead. Joker just looks at the guy, waiting to see       
what he's gonna say.                                             

                    JOKER
          What?

                    CLERK                                        
          You said she's your mother?

Joker just nods.

                    CLERK
              (closes the file)
          I'm sorry, I can't. Like I said, I
          can't release this without the
          proper forms. I could get in
          trouble.
              (closes the file; beat)
          Besides, it's pretty bad.

CLOSE ON JOKER, he shakes his head and smiles to himself.

                    JOKER
          I can handle bad. I've been on a
          pretty bad run myself.

The clerk puts the file down on his desk--

                    CLERK
          I can't help you. If you want these
          records you have to get your mom to
          sign a patient disclosure form. I
          can have someone mail you one.

Joker just sits there, thinking it all over for a moment.

Then snatches the file off the clerk's desk--

The clerk grabs it as well.

They play tug-of-war with the file, it's awkward and goes on
way too long. Finally, Joker shoves the guy hard and pulls
the file away--
                                                              79.


     He takes off running out of the office with it. The clerk
     watches for a beat, but does nothing.


78   INT. HALLWAY, ARKHAM STATE HOSPITAL - MORNING                78

     Joker running down the hallway, files in his hands. Frantic.
     Unaware he is not being chased.

     Turns a corner and runs down another long hallway.

     Gets to a stairwell door and runs in.


79   INT. STAIRWELL, ARKHAM STATE HOSPITAL - CONTINUOUS           79

     Bounding down the steps. He stops at a landing below. Looks        
     up, sees no one is chasing after him--                             

     ANGLE ON JOKER, catching his breath. He opens the file,
     flipping through the records, finds the page the clerk was
     reading. As he reads it over for himself, he HEARS his mother      
     being interviewed for her psychiatric assessment, over 30          
     years ago.                                                         

                         MOM (VO)                                       
               He's not adopted-- he's Thomas                           
               Wayne's son. I work for him, I told                      
               you, I clean his house. He's always                      
               smiling at me.                                           

                                                          CUT TO:       


80   INT. EMERGENCY INTERVIEW ROOM, ARKHAM STATE HOSPITAL - DAY 80      
     (FLASHBACK)                                                        

     Penny Fleck (late 20's) is sitting across the table from DR.       
     BENJAMIN STONER (50's), in a dreary small interview room,          
     windows covered with security screens. Penny takes a drag off      
     a cigarette, her face is beaten to shit, nose battered, lip        
     busted up.                                                         

     Dr. Stoner is going over Penny's thick file, the same file         
     Joker's holding in his hands.                                      

                         DR. STONER                                     
               We went over this, Penny. You                            
               adopted him. We have all the                             
               paperwork right here.                                    

     Penny doesn't say anything, just smiles like she's in on a         
     big secret. And exhales smoke.                                     
                                                           80.


Dr. Stoner keeps going through the file, pulls out black &        
white forensic photographs of three-year-old Joker's body--       

                    DR. STONER                                    
          You also stood by as one of your                        
          boyfriends repeatedly abused your                       
          adopted son. And battered you.                          

Penny looks at Dr. Stoner like he's crazy.                        

                     MOM                                          
          He didn't do anything to me. Or to                      
          my boy. Can I go now, I don't like                      
          hospitals.                                              

Dr. Stoner lays out the photographs in front of Penny--           

Penny keeps smoking her cigarette, glances down at the            
photos, we catch glimpses of various bruises on parts of          
Joker's body... A filthy crib... A rope tied to the               
radiator...                                                       

                                                CUT BACK TO:      

Joker looking over the same black & white photographs, still      
HEARS his mother--                                                

                    MOM (V0)                                      
          I never heard him crying. Not once.                     
          He's always been such a happy                           
          little boy.                                             

                    DR. STONER (VO)                               
          Penny, your son was found tied to a                     
          radiator in your filthy apartment,                      
          malnourished, with multiple bruises                     
          across his body and severe trauma                       
          to his head.                                            

Joker looks up from the file when he hears/reads this, turns      
and looks at Penny's reaction-- HE'S NOW IN THE INTERVIEW         
ROOM WITH THEM, living what he's reading on the page.             

He sees his mother lean forward in her chair, glaring at Dr.      
Stoner--                                                          

                    MOM                                           
          That's not true. My apartment                           
          wasn't filthy. I keep a clean                           
          house.                                                  

Joker just stares at his mother.                                  

Dr. Stoner looks at Penny, not sure how to respond to that.       
                                                               81.


                          DR. STONER                                   
                   (beat)                                              
               And what do you have to say about                       
               your son?                                               

     ANGLE ON PENNY, thinking it over, taking a drag off her           
     cigarette.                                                        

                         MOM                                           
               I'm just glad I got to know him.                        

     Joker just keeps staring at her as she exhales--                  

     JOKER BACK IN THE STAIRWELL LOOKS UP FROM THE FILE, looks         
     like maybe there's cigarette smoke drifting in front of his       
     face--                                                            

                                                        CUT TO:        


81   EXT. SCHOOL PLAYGROUND, STREET - AFTERNOON                  81

     Joker walking fast toward the playground. Sees Sophie talking
     with some other moms, as GiGi and a few kids play on the
     monkey bars.

     Sophie walks toward him, still disturbed about last night--

                         SOPHIE
               What the hell was that? You can't
               just walk into my apartment like
               that.

     He is taken aback by her anger--

                         JOKER
               No, wait,-- Sophie, we can get
               through this, that's why I'm here.

                         SOPHIE
               What are you talking about? What do
               you think this is?

                         JOKER
               I don't know. I mean I've never
               been with a woman "like that," but,
               this feels like a beginning to me.

                          SOPHIE
               Arthur, I was just being nice to
               you. I felt sorry for you. I have a
               boyfriend.
                                                        82.


                    JOKER
          You what? What? What kind of woman
          are you? Who does that?

Some of the other mothers turn toward them--

                    SOPHIE
          You need to leave. I'm not having
          this conversation with you.

                    JOKER
              (shouts)
          Why not?

GiGi runs up to Sophie's side to see what's going on, to see
if her mother's okay.

                    SOPHIE
              (turns to her daughter)
          Go back with your friends, honey.
          Mommy's having a grown up talk.

Before GiGi leaves Joker looks down at her--

                    JOKER
          No. Don't listen to her GiGi, you
          need to hear this. Your mother's a
          bad person. She's a whore, she's
          seeing two men at once. You can't
          trust her,-- She'll break your
          fucking heart.

Joker turns to go, behind him GiGi starts to cry. He's close
to tears himself.

Sophie takes off after him, and reaches out and grabs him--
Joker spins quickly around to face her, looks like he might
even hit her--

                    JOKER
          How come nothing ever comes easy
          for me?

And Sophie slaps him hard across the face-- Then turns and
walks away.

CLOSE ON JOKER, he begins to laugh--

                                                   CUT TO:
                                                               83.


82   INT. MOM'S APARTMENT, LIVING ROOM - NIGHT                    82

     Joker manically pacing around the living room, banging the         
     side of his head with his hand, muttering to himself, almost       
     like he's having a conversation with himself, taking part in       
     some story in his head, in the background the 11:00 News is        
     playing on the television.                                         

     Footage of a protest in front of Wayne Tower... Protesters in
     "Joker" clown masks... Hear the NEWS ANCHOR's bombastic voice
     over, "The anger and resentment that's been building up for
     weeks now, seems close to exploding. Protestors today, many
     dressed as clowns, took to the streets in front of Wayne
     Tower in one of many planned demonstrations."

     Joker stops when he hears this, turns to the flickering
     screen--

     ANGLE ON TELEVISION, protesters in the middle of a massive
     crowd outside a Wayne Tower.

                         "CLOWN" PROTESTER #1 (ON TV)
               You'll see what's gonna happen at
               City Hall next Thursday. We're
               gonna--

     Joker sits down on the couch eyes, leaning forward to make
     sure he's seeing what he's seeing--

                         "CLOWN" PROTESTER #2 (ON TV)
                   (interrupts; screaming
                    into camera)
               [Beep] the rich, [beep] the media,
               [beep] the blacks, [beep] the
               whites, [beep] everybody. They all
               [beeped] us, that's what this is
               [beeping] about!

     CLOSE ON JOKER, doesn't even blink, it's like he's watching
     himself on television.

                                                        CUT TO:


83   INT. MOM'S APARTMENT, LIVING ROOM - MORNING                  83    

     Sun peeking through the windows. PHONE RINGING. Joker opening
     his eyes.

     His orange cat is sitting on his chest, staring at him.

     Joker finally got some sleep. He lies there for a beat. Phone
     still ringing, until the machine picks up the call.
                                                        84.


                    SHOW BOOKER (ON MACHINE)
          This message is for Arthur Fleck.
          My name is Shirley Woods, I work on
          the Murray Franklin show.                              

Joker sits up, the cat jumps off his chest. He can't believe     
what he's hearing. He gets up off the couch as the woman         
continues to leave a message on the machine--                    

                    SHOW BOOKER (ON MACHINE)                     
          I don't know if you're aware, but                      
          Murray played a clip of your stand-                    
          up on the show recently and we've                      
          gotten an amazing--                                    

Joker picks up the phone--                                       

                    JOKER                                        
              (into phone; skeptical)                            
          Who is this?                                           

                    SHOW BOOKER (OVER PHONE)                     
          Hi, this is Shirley Woods from                         
          Murray Franklin Live. Is this                          
          Arthur?                                                

Beat.                                                            

                       JOKER                                     
                 (into phone)                                    
          Yes.                                                   

Joker looks down at the cat purring at his feet, and kicks it    
away.                                                            

                    SHOW BOOKER (OVER PHONE)                     
          Hi Arthur. Well, as I was saying--                     
          we've gotten a lot of calls about                      
          your clip, amazing responses. And,                     
          Murray asked if I would reach out                      
          to see if you would come on as his                     
          guest. Can we set up a day?                            

PUSH IN ON JOKER'S FACE, as it sinks in.                         

                    JOKER                                        
              (into phone)                                       
          Murray wants me to come on the                         
          show?                                                  

                    SHOW BOOKER (OVER PHONE)                     
          Yes. Isn't that great? He'd love to                    
          talk to you, maybe do some of your                     
          act. Does that sound good to you?                      
                                                             85.


     As the PUSH IN ON JOKER finishes.                                  

     Hold.                                                              


84   INT. CITY HOSPITAL, HOSPITAL ROOM (SHARED) - MORNING         84

     JOKER WALKS INTO HIS MOTHER'S SHARED HOSPITAL ROOM, passing
     an elderly wheezing woman in the bed closest to the door.
     Sees his mom in her bed by the window.

     He pulls the blue curtain separating the beds, giving him and
     his mother some privacy. Sits down on the edge of her bed.

     She smiles when she sees him. Still fairly incapacitated.

     He leans down close to her. Speaks softly, but filled with
     rage--

                         JOKER
               Ma, remember how you used to tell
               me that God gave me this laugh for
               a reason. That I had a purpose. To
               bring laughter and joy into this
               fucked up world,--

     She looks at him confused.                                         

                         JOKER
               HA! It wasn't God, it was you or,                        
               or one of your boyfriends,-- how                         
               could you let that happen? What
               kind of woman are you? What kind of
               mother are you?

     She looks away.

                         JOKER
               What's my real name?

     Her whole body is shaking, overwhelmed with emotion.

                         JOKER
               C'mon, Ma, I know I was adopted.
               What's my name? Who am I really?

     She looks back him, struggles to speak--

                            MOM
               H-h-happ--

                         JOKER
                   (interrupting, snaps at
                    her)
                         (MORE)
                                                               86.

                         JOKER (CONT'D)
               Happy?! I'm not happy. I haven't
               been happy for one minute of my
               entire fucking life.

     He reaches behind her, grabs one of her pillows--

                         JOKER
               But you know what's funny? You know
               what really makes me laugh?

     Leans down closer, face-to-face with her--

                         JOKER
               I used to think my life was nothing
               but a tragedy, but now, now I
               realize it's all just a fucking                          
               comedy.


85   INT. BLUE CURTAIN, HOSPITAL ROOM (SHARED) - CONTINUOUS       85

     Other side of the blue divider curtain. We see Joker's feet
     shifting a little.

     SLOWLY WE PULL OUT, backing out of the room. Leaving behind
     whatever Joker's doing to his mother on the other side of the
     curtain. And we HEAR applause...                                   


86   INT. MOM'S APARTMENT, LIVING ROOM - NIGHT                    86    

     JOKER'S STUDYING VHS TAPES OF "MURRAY FRANKLIN LIVE!", studio      
     audience applauding Murray... He jots down notes in his worn       
     notebook... Watches the guests come out... how they cross the      
     stage... how they greet Murray... how they sit down... if          
     they cross their legs or not... studying how he should act,        
     how to be a person like other people.                              

     His cat sits on top of the TV watching him the whole time,         
     never taking her eyes off him.

                                                         JUMP CUT:

     Practicing. Joker walks across the living room like he's on
     the show, smiling, waving to the "audience"... He mimes
     shaking Murray's hand... Mimes unbuttoning his jacket and
     sits down. He smiles and pulls out his worn notebook from his      
     pocket--                                                           

                         JOKER                                          
               You wanna hear a joke, Murray?                           

     He "waits" for Murray to answer. Then Joker nods okay and          
     opens his notebook--                                               
                                                             87.


                         JOKER                                          
                   (reading)                                            
               Knock-knock.                                             

     His cat still watching him, now at his feet. Joker crosses
     and uncrosses his legs... Looks uncomfortable.

     He glances down at his cat. It's as if he can hear the cat
     talking to him.

                         JOKER
                   (nods; frustrated)
               Yeah, I don't know if I should
               cross or uncross 'em. Both feel
               completely unnatural.

     Joker gets up off the couch and walks back across the living       
     room. Waves to the "audience"... Mimes shaking Murray's
     hand... Mimes unbuttoning his coat and sits down... Crosses
     his legs.

                         JOKER
               Thanks for having me on, Murray. I                       
               can't tell you how much this means                       
               to me, it's been a life long dream.                      
               I have a joke for you--                                  

     Joker stands back up.

     Looks down at the cat again.

                         JOKER
               You're right. You're right,
               uncrossed is better.

     Joker sits back down... Doesn't cross his legs this time.

                                                        CUT TO:


87   EXT. POTTER'S FIELD CEMETERY - DUSK                          87

     WIDE SHOT, a lone figure in a vast sea of mass graves, grey        
     headstones. This is where they bury the poor and the
     unclaimed dead.

     Joker stands by his mother's grave. His head bowed, face in
     his hands, his body convulsing. He's dressed in an ill-
     fitting faded rust colored suit, almost shiny from all the
     wear. Behind him in the distance, the TWO DETECTIVES stand by
     their parked car on the cemetery roadway. Sun dying in the
     sky.
                                                             88.


     CLOSE ON JOKER'S FACE BURIED IN HIS HANDS, see he's laughing--
     impossible to tell if he's laughing because of his condition
     or laughing for real.


88   EXT. ROADWAY, POTTER'S FIELD CEMETERY - DUSK              88

     Joker walking away from his mother's grave, goes to the two
     detectives -- GARRITY and BURKE -- waiting for him by their
     unmarked car. His face is still red, tears in his eyes from
     laughing.

                         JOKER
                   (wiping his eyes;
                    restrained anger)
               You shouldn't be here. It's not
               right.

                         DET. GARRITY
               We just came to pay our respects.
               Sorry about your mother.

                         DET. BURKE
               Yeah, it's too bad.

     Joker just stares at the two detectives.

     Awkward beat.

                         DET. BURKE
               Where is everybody?

                         JOKER
               It's always been just me and her.

     Joker pauses for a moment, then starts to walk away.

                         DET. BURKE
                   (calls out)
               We saw you on Murray Franklin.

     Joker turns back to them.

                         JOKER
               You saw that?

                         DET. GARRITY
               Yeah. Heard you were on, so we got
               a videotape.

                         DET. BURKE
               I just couldn't tell if you were
               actually trying to be funny or not.
                                                             89.


                         JOKER
               Yeah, well I guess you didn't get
               the joke.

                         DET. GARRITY
               Listen, we need to clear a few
               things up, we spoke to the hospital
               administrator--

                         JOKER
                   (interrupting)
               Which hospital?

                         DET. BURKE
               The Children's Hospital.
                   (reminding)
               The night you were fired. He said
               it didn't look like a prop gun, it
               was heavy, like a real one. We have
               some more questions for you.

                         JOKER
               I just buried my mother.

     The detectives share a look. Garrity pulls out a card. Hands
     it to Joker.

                         DET. GARRITY
               We can do it tomorrow. But you need
               to come down to the precinct--
               first thing in the morning.

                          JOKER
                   (looks down, reading the
                    card)
               Right. Thanks for coming.

                            DET. BURKE
               Of course.

     Joker looks back up.

                         JOKER
               That was a joke.

     We hear applause followed by the familiar opening riff to
     ELTON JOHN'S "Bennie & the Jets".


89   INT. MOM'S APARTMENT, BATHROOM - NEXT AFTERNOON             89    

     JOKER'S LEANING OVER THE BATHROOM SINK, water running. He's
     wearing rust colored pants and a white "beater" T-shirt.
                                                                90.


     A "Joker" clown mask hangs off the dirty mirror by its
     elastic band. "Bennie & the Jets" blaring from a transistor
     radio turned all the way up.

     Joker lifts his head up. He's dyed his hair green like his
     old "Mr. Jingles" clown wig-- but he's missed spots. Some of
     his hair is still its original color, sticking out all helter-
     skelter.

                                                      JUMP CUT:

     Now he's smearing white grease-paint all over his face.

     He's dancing along to the music, gyrating and thrusting his
     hips to the beat, as he glances at the mask hanging from the
     mirror, trying to copy how it looks... A copy of a copy of
     himself.

     He barely hears someone banging on the front door over the
     loud music--

     Doesn't answer. Joker just keeps putting on his make-up,
     dancing provocatively to the music.

     More banging on the front door.

     Joker casually opens the medicine cabinet. Finds some old
     rusty scissors and turns the radio off--


90   INT. FRONT DOOR, MOM'S APARTMENT - AFTERNOON                 90    

     Joker unlocks the locks, keeping the security chain latched,       
     and cracks open the door,-- Sees Randall. Looks down, and          
     sees Gary next to him. Undoes the chain and opens the door         
     for them--                                                         

     Randall and Gary get a look at Joker's face, his dyed green        
     hair still wet, streaking white grease-paint smeared over          
     part of his face--                                                 

                          GARY
                   (re: his look)
               Hey Arthur, how's it going? You get
               a new gig?

     Joker shakes his head no, steps aside so they can come in,         
     palming the scissors in his hand--

                         RANDALL
               You must be goin' down to that
               rally at City Hall. Right? I hear
               it's gonna be nuts.
                                                          91.


                    JOKER
          Is that today?

Randall looks at him and laughs--

                    RANDALL
          Yeah. What's with the clown-face
          then?

Joker shuts the door behind them. Locks the chain-lock.

                    JOKER
          My mom died.

                    RANDALL                                      
              (nodding)                                          
          Yeah we heard. That's why we're                        
          here. Figured you might wanna go                       
          out, get a drink or something?                         

Joker doesn't answer.                                            

Awkward beat.                                                    

                    GARY                                         
          We don't wanna bother you. Randall                     
          just thought we should come and pay                    
          our respects.                                          

                    RANDALL                                      
          Yeah, we're family. We gotta stick                     
          together.                                              

Joker stares at Randall.                                         

                     JOKER                                       
              (beat)                                             
          It's not a good time. I'm in the                       
          middle of something here.                              

                    GARY                                         
          Of course. No problem. Another                         
          time.                                                  

Gary turns to go. Randall pauses for a moment, has something     
else to say before he leaves--                                   

                    RANDALL                                      
          Yeah. Another time, then. Oh hey,--                    
          one other thing--                                      

He takes a step closer to Joker--                                
                                                         92.


                    RANDALL                                      
          Listen, the cops have been poking                      
          around the shop, they're talking to                    
          all the clowns about those subway                      
          murders and--                                          

                    GARY                                         
              (interrupting)                                     
          They didn't talk to me.                                

                     RANDALL                                     
              (snaps at Gary)                                    
          That's because the suspect was a                       
          regular-sized person. If it was a                      
          fucking midget you'd be in jail                        
          right now.                                             
              (turns back to Joker)                              
          Anyway, Hoyt said they were looking                    
          for me, and, and I just wanna see                      
          what you said. You know, make sure                     
          our stories line up, bein' that                        
          you're my boy and--                                    

AND JOKER STABS THE SCISSORS AS DEEP AS HE CAN into Randall's    
neck. Blood spurts. Randall screams. Gary stumbles back in       
shock--                                                          

                     GARY
              (screaming)
          What the fuck what the fuck WHAT
          THE FUCK--

Joker pulls them out and jams them into Randall's eye before
he can react. The sound is sickening. Gary's screaming in the
background--

Randall blindly fights back, screaming in pain, flailing his
arms, his own blood blinding him--

Joker grabs Randall by the head -- all of his pent up rage
and frustration pouring out of him -- AND SLAMS HIS HEAD
AGAINST THE WALL.

AGAIN. And AGAIN. And AGAIN.

Joker lets go of Randall's head, and Randall drops to the
ground. Joker leans back against the wall, out of breath,
kind of slides down the wall to the floor--

Sees Gary huddled in the corner, trembling with fear--
                                                                93.


                         JOKER
                   (catching his breath)
               I'm gonna be on TV tonight. Can you
               believe it?

     Gary doesn't answer. Doesn't move--

                         JOKER
               It's okay, Gary. You can go.

     Gary backs away toward the door. Joker sits there for a
     moment, breathing heavy, wipes Randall's blood off his face--

                           GARY (OS)
               Hey, Art?

     Joker turns, sees Gary at the front door. He points up high
     to the chain-lock. He can't reach it.

     Joker just shakes his head to himself and gets up to unlock
     the door.

     He walks past Gary who's still trembling almost too afraid to
     look up at him. Joker leans over him and undoes the chain,
     opens the door. Gary bolts, running down the hallway as fast
     as he can--

                                                          CUT TO:


91   INT. MOM'S BEDROOM, APARTMENT - LATE AFTERNOON               91    

     (Over the following, we don't see Joker's face. We don't
     reveal his finished "look" just yet.)

     CLOSE PICKING UP HIS NOTEBOOK, fanning through the pages--         
     Pausing at the BLACK & WHITE RIPPED PHOTO OF BRUCE WAYNE for
     a moment. Continues, stopping at the same entry from the
     opening scene--

     CLOSE ON WORDS, "I just hope my death make more sense than my
     life."


92   INT. LIVING ROOM, MOM'S APARTMENT - LATE AFTERNOON           92    

     CLOSE ON TAKING RANDALL'S WALLET OUT OF HIS BLOOD SOAKED           
     PANTS, pocketing all the cash.

     CLOSE ON BUTT OF A GUN STICKING OUT OF RANDALL'S WAISTBAND,        
     glimpse Joker's hand reaching for it--                             
                                                             94.


93   INT. KITCHEN, MOM'S APARTMENT - LATE AFTERNOON              93    

     JOKER'S P.O.V. FINISHING WRITING A NOTE, "On Murray Franklin      
     Tonight -- Please Watch!"                                         

     CLOSE ON STUFFING THE NOTE AND ALL OF RANDALL'S MONEY into an     
     envelope--                                                        

     TURNING ENVELOPE OVER, WRITING "SOPHIE" on the front.             


94   INT. LIVING ROOM WINDOW, MOM'S APARTMENT - LATE AFTERNOON 94      

     CLOSE ON THE ORANGE CAT AT THE WINDOW, and maybe if we're
     looking close enough we notice something strange... the cat
     has no reflection.

     ANGLE OVER JOKER'S SHOULDER OPENING THE WINDOW, shooing the       
     cat out onto the fire escape, out into the dying day--            

                         JOKER (OS)
               Go on. Go. You're free.                                 

     CLOSE ON THE CAT LOOKING BACK AT JOKER FOR A LONG MOMENT,
     before scampering off out into the world, leaving him behind
     for good.

     As he closes the window we almost catch Joker's reflection in
     the glass--


95   INT. HALLWAY, APARTMENT BUILDING - LATE AFTERNOON           95    

     FOLLOWING BEHIND JOKER, walking down the hallway as if in
     slow motion, heading for Sophie's apartment. His dyed green
     hair now slicked back.

     He's wearing the ill-fitting rust colored suit he wore to his
     mother's funeral.

     STILL FROM BEHIND, he lays the envelope in front of Sophie's      
     door, then pulls something else out of his pocket -- his body     
     obscuring what it is -- puts it down by her door and leaves.      

     As he walks away down the hallway, we see what else Joker         
     left behind--                                                     

     HIS WAND OF FLOWERS, at Sophie's door.                            

     Hold.                                                             
                                                               95.


96   INT. ELEVATOR, HALLWAY - LATE AFTERNOON                      96    

     FROM BEHIND JOKER STEPPING ONTO THE ELEVATOR, TURNING TO FACE      
     US AS THE DOOR STARTS TO CLOSE, FINALLY REVEALING HIS LOOK--       

     Green hair slicked back like one of the Wall Street assholes       
     he killed... White grease paint smeared over his face... red       
     nose painted on... dark blue peaks over and under his eyes...      
     his mother's red lipstick crudely outlining his broken             
     smile... Under the harsh flickering fluorescent lights, he         
     looks like an insane version of his mask.                          

     The door closes on his new face. Ding.                             


97   EXT. APARTMENT BUILDING - LATE AFTERNOON                     97

     Joker steps out of his building into the setting sun, just as      
     Garrity and Burke are getting out of their unmarked Ford LTD       
     Crown Vic--                                                        

                         DET. GARRITY                                   
               Hey Arthur, where you going?                             

                         DET. BURKE                                     
               Yeah, thought you were coming down                       
               to the station this morning.                             

     And Joker takes off running--

     Garrity gives chase on foot as Burke hurries back into the
     car--                                                              


98   EXT. 174TH STREET, TWO LANES - CONTINUOUS                    98

     Joker darts out from his block into the avenue, sprints
     across the busy, two-lane street without looking--

     Running right in front of an oncoming YELLOW CAB on the far
     side of the street--

     BAM!

     The cab hits him and Joker goes crashing into the windshield.
     Bounces up and over the car. Landing hard on the pavement--

     The car directly behind the cab skids to a stop just before
     running over Joker's face. Swerving into the other lane and
     CRASHING INTO an oncoming truck.

     Cars on both sides of the street skidding trying to stop--
     Crashing. It's chaos.
                                                                96.


      Joker pops back up from getting hit. He's in pain. But not
      dead.

      Garrity has drawn his service revolver as he makes his way
      through the pile up. And Burke, now blocked because of the
      crash has jumped out of his car--

      Joker takes off running, limping down the street toward an
      entrance for the elevated train--


99    EXT. ELEVATED TRAIN STATION, STEPS - CONTINUOUS              99

      Joker hustling up the stairs, dripping sweat, his white
      grease-paint running down his face. He gets to the top of the
      stairs, looks back and catches a glimpse of Garrity and Burke
      at the bottom--


100   EXT. PLATFORM, ELEVATED TRAIN STATION - CONTINUOUS         100

      Joker makes his way down the crowded platform, the passengers
      starting to file on a waiting Lexington Ave/Pelham Express
      Train heading downtown. The train's packed with protesters
      heading to the rally at City Hall. Many carrying signs...
      most of them in "Joker" masks... a few painted up to look
      like the "Joker" mask. Joker fits in with all of them.             

      He looks through the crowd of clowns and sees the two cops
      getting to the top of the stairs, looking up and down the
      platform for him. Pulling out their badges on chains from
      around their necks. Identifying themselves as cops.

      Joker's willing the doors to close. But they don't.

      The two detectives run onto the train just as the doors are
      finally closing--


101   INT. LEXINGTON AVE/PELHAM EXPRESS (MOVING) - CONTINUOUS    101

      Joker moves through the loud train pushing through the rowdy
      protesters-- Into the next car, all of them packed.                

      AS THE TRAIN GOES UNDERGROUND, the lights flicker on and off--  
      car GOING BLACK FOR A FEW SECONDS as the train turns and dips  
      and speeds down the tracks.                                     

      Joker glances back at Burke and Garrity pulling out their          
      badges on chains around their necks. Smith & Wesson service        
      revolvers by their sides. Shouting at the crowd, identifying       
      themselves as cops.                                                
                                                           97.


Joker hears some on the train shouting back in anger at the       
police, keeps moving... past clown-faced protestors carrying      
signs, "RESIST"... "AM I A CLOWN?"... "SAVE A CITY, KILL A        
YUPPIE"...                                                        

The two cops push through the car, scanning all the "clown"       
faces... So many look like Joker. They just shove protesters      
out of the way, shouting at them all the while. A few more        
voices rising up in protest--                                     

Joker feels Burke and Garrity behind him getting closer. In       
the flickering light sees a DRUNK GUY (20's) wearing a            
'Joker' mask and pulls it right off his face--                    

The drunk guy turns ready to fight.                               

He throws a punch at Joker, and Joker steps out of the way--      

The guy pummels someone else--                                    

A FIGHT BREAKS OUT, spilling down the car.                        

Joker slips the clown mask over his clown face--                  

AND JUST STANDS THERE IN THE MIDDLE OF THE CHAOS, at home         
with the chaos all around him--                                   

Garrity and Burke spot Joker's rust colored suit in the           
middle of the unruly mob--                                        

Burke pulls his gun--                                             

                    BURKE                                         
              (shouting)                                          
          EVERYBODY DOWN, GOTHAM PD!                              

The crowd doesn't drop to the ground. They just keep fighting     
with each other--                                                 

Burke sees Joker just standing there. Keeps yelling for the       
crowd to get down, get down, but they don't listen to him--       

He starts shoving protestors down, out of the way-- and           

AND THEN THE MOB TURNS ON HIM AND GARRITY, starts closing in      
around them--                                                     

Garrity and Burke are pointing their guns at the crowd,           
yelling panicked for them to back off, back off, and one          
idiot reaches for Garrity's gun--                                 

Bang.                                                             
                                                                98.


      Burke fires into the crowd, as the train pulls into the           
      station--                                                         

      A protestor falls dead. The other clowns on the train go          
      crazy, starting to riot. Glimpse Joker walking away calmly        
      out of the chaos. Taking off the mask and dropping it at his      
      side as he steps off the train, disappearing onto the crowded     
      platform.                                                         

                                                           CUT TO:      


102   EXT. WGCTV STUDIOS, FRANKLIN THEATER - MIDTOWN - EVENING 102      

      An excited line of ticket holders waiting to get in to "Live
      with Murray Franklin!" The poster marquee box near the door
      reads: "TONIGHT'S GUESTS. Lance Reynolds. Dr. Sally Friedman.
      And Special Guest."

      They swing open the doors and start to let the audience
      inside...


103   EXT. BACKSTAGE DOOR, FRANKLIN THEATER - SIDE STREET - EVENING
                                                               103      

      Random fans and autograph hounds hanging out by the backstage
      door, waiting for the night's guests to arrive...


104   INT. STUDIO 4B, STAGE - FRANKLIN THEATER - EVENING         104    

      Studio audience filing into the studio, being seated in the
      wide bleachers along one wall. Three TV monitors hang from
      the ceiling, facing the audience. Three studio cameras on the
      floor, black cables strewn everywhere.

      The set for "LIVE WITH MURRAY FRANKLIN!" is dark... but we
      can still make out his desk... guest chairs... Don Ellis and
      his Jazz Orchestra's band stand... big blue curtain.


105   INT. HALLWAY, FRANKLIN THEATER - EVENING                   105

      The host of the show, MURRAY FRANKLIN (60's), usually quick
      with a bemused grin but right now in a sour mood, walks fast
      down the hall toward the drab dressing rooms with his old-
      school producer, GENE UFLAND (60's), who's holding the show's
      rundown rolled up in his hand.

                           GENE UFLAND
                --You gotta see this nut for
                yourself, Murray. I don't think we
                can put him on. With the rioting                        
                out there.                                              
                                                                 99.


                          MURRAY FRANKLIN
                    (annoyed)
                Jesus, Gene, I don't have time for
                this. Cindy's been breaking my
                balls all day.

                          GENE UFLAND
                She's still mad at you about that
                thing?

                           MURRAY FRANKLIN
                Three marriages, you'd think I'da
                fuckin' learned something.
                    (then)
                What do I gotta see? I already know
                he's a nut. That's why we're
                putting him on, it's a goof.

      A young BLONDE INTERN walks by in the opposite direction. She
      nervously smiles to them and keeps walking. Both men turn and
      check out her ass. Murray winks at Gene.

                          GENE UFLAND
                    (just shakes his head, and
                     smiles)
                I'm telling you, you gotta see him,
                Murray. I think it's too risky, the
                show's too big. It's worth too much
                to blow it on this,-- this freak.


106   INT. DRESSING ROOM, FRANKLIN THEATER - CONTINUOUS           106

      Joker's sitting on a small couch in the cramped dressing
      room, watching the local news on a TV that's mounted up on
      the wall, live shots from the subway station where Burke shot      
      the protestor, footage of the City Hall rally, clashes with        
      police.                                                            

      He's cleaned himself up as best he could... white grease-
      paint smeared more evenly over his face, green dyed hair
      slicked back in place. Red lips redone.

      Murray and his producer Gene open the dressing room door
      without knocking--

      Joker gets up off the couch and goes to shake Murray's hand.
      Murray pauses when he sees Joker's face.

                          JOKER
                    (shakes Murray's hand;
                     effusive)
                Murray, I can't believe this is
                real, that I'm really here.
                                                       100.


                    GENE UFLAND
          It's Mr. Franklin kid, show some
          respect.

                    MURRAY FRANKLIN
          Oh shut up, Gene.
              (to Joker)
          Murray is fine. I prefer it in
          fact. Thanks for coming on the
          show.

                    JOKER
          Are you kidding? Thank you for the
          opportunity. I've been watching you
          forever. My mother never missed a
          show.

Murray nods not listening, he's heard this before.

                    MURRAY FRANKLIN
          So what's with the face? Are you
          part of the protests?

                    JOKER
          No, I don't believe in any of that.
          I don't believe in anything. I just
          thought it would be good for my
          act.

                    GENE UFLAND                                  
              (upset)                                            
          Your act? Didn't you hear that a                       
          kid got killed on the subway and                       
          two cops who were almost beat to                       
          death? You didn't hear about the                       
          dozens of protestors and police                        
          injured in the riots?                                  

Joker looks like he's about to bust out laughing. All of that    
news is playing out on the TV above their heads. He takes a      
deep breath. Swallows the laugh.                                 

Beat.

                    JOKER
          No. I hadn't heard.

Gene and Murray share a look.

                    GENE UFLAND
          --the audience is gonna go crazy if
          you put him on. It was okay maybe
          for a bit, but not a whole segment.
                                                       101.


Murray thinks about it for a beat.

                     MURRAY FRANKLIN
          I like it. It's timely. It's edgy.
          It's, it's dangerous. The best
          comedy is all those things put
          together.
              (done)
          We're gonna go with it.

Gene rubs his temples, he doesn't like this, but Murray is
the boss.

                    JOKER
          Thank you Murray.

                    MURRAY FRANKLIN
              (flashes his bemused
               smile; condescending)
          Couple rules though,-- No cussing,
          no off-color material, we do a
          clean show, okay? You'll be on
          after Dr. Sally. Someone will come
          and get you. Good?

Joker nods good. Smiles back at Murray.

Murray and Gene turn to go, exchanging smirks with each other
as they walk out, making light of Joker who we see behind
them still standing there.

                    JOKER
          Hey Murray,-- one small thing? When
          you bring me out, can you introduce
          me as "The Joker"?

Murray and Gene look back at him

                     GENE UFLAND
          What? You don't want to use your
          real name?

                    JOKER
          Honestly, I don't even know what my
          real name is.

Joker smiles, the guys can't tell if he's kidding or not.

                    JOKER
          Besides, that's what you called me
          on the show, Murray. A joker.
          Remember?
                                                              102.


                          MURRAY FRANKLIN
                    (to Gene; trying not to
                     crack up)
                Did I?

                          GENE UFLAND
                I have no idea.

                          MURRAY FRANKLIN
                    (turns back to Joker)
                Well, if you say so, kid. Joker it
                is.

      Murray starts to laugh at Joker as he closes the dressing
      room door, shutting it right in his face.

                                                           CUT TO:


107   INT. BACKSTAGE, BEHIND CURTAIN - STUDIO 4B - NIGHT          107

      JOKER'S BACKSTAGE AT THE EDGE OF THE BLUE CURTAIN, trying to
      watch the show through a slim gap. Behind him there's a
      monitor on a cart playing the live feed.

      He moves the curtain aside to get a better look-- Glimpses
      Murray laughing, finishing up talking to noted sex therapist
      DR. SALLY FRIEDMAN (60's).

                          MURRAY FRANKLIN
                    (to Dr. Sally)
                You gotta see our next guest for
                yourself. Will you stick around?
                Maybe you can help, I'm pretty sure
                he could use a doctor.

      The audience laughs.

                          DR. SALLY FRIEDMAN
                Oh. Does he have sexual problems?

                          MURRAY FRANKLIN
                He looks like he's got a lot of
                problems.

      Another big laugh.

                          MURRAY FRANKLIN
                    (turns, looks into camera)
                It's been a crazy few days here in
                Gotham, and, I think maybe things
                are about to get crazy around here
                too. Don't go anywhere folks. We'll
                be right back.
                                                             103.


      APPLAUSE SIGN LIGHTS UP. Everyone claps. Joker keeps watching      
      Murray through the slim gap at the end of the curtain. Hears
      the floor director shout, "And we're out. Back in three."          

      Joker adjusts the waist of his pants under his jacket. Takes       
      a deep breath.                                                     


108   INT. DIRECTOR'S BOOTH, STUDIO 4B - NIGHT                    108

      Perched one story above the studio. There's a long console
      where the DIRECTOR sits in front of a gooseneck microphone,
      looking over a double-bank of monitors.

      Sitting next to him are the ASSOCIATE PRODUCER who times the
      show, and the TECHNICAL DIRECTOR who operates the board. The
      monitor showing the live feed is playing a commercial.

                          ASSOCIATE PRODUCER
                Back in 30 seconds.

                          DIRECTOR
                Okay, cue the clip. We'll come to
                it straight out of break.

                          ASSOCIATE PRODUCER
                Five... Four... Three...

                          DIRECTOR
                Roll clip. Put up the show graphic.

      ON THE SHOW MONITOR, video of Joker's original stand-up
      performance comes up with the show's graphic in the lower
      right of the screen.


109   INT. TALK SHOW SET, STAGE - STUDIO 4B - CONTINUOUS          109

      ON THE SET, Murray watches the clip on the monitor above his
      desk, can't help but laugh. Sees the FLOOR DIRECTOR counting
      him down silently with her fingers... Three... Two... points
      to Camera One.

                          MURRAY FRANKLIN
                    (looking into camera)
                O-kay, you may have seen that clip
                of our next guest when we first
                played it two weeks ago. Now before
                he comes out, I just want to say
                that we're all heartbroken here and
                sensitive to what's going on in the
                city tonight. But, this is how he
                wanted to come on the show. So let
                me introduce-- The Joker.
                                                          104.


BEHIND THE BLUE CURTAIN, Joker gathers himself, ready for his
moment. Doesn't hear his introduction or see a STAGEHAND pull
open the curtain for him to go out--

ON SET, THE CURTAIN'S OPEN, Don Ellis and his Jazz Orchestra
are playing Joker on. He doesn't come out. Murray looks over
to the empty space in the curtain.

The audience laughs.

BEHIND THE CURTAIN, Joker sees the stagehand motioning for
him to go out on stage. Joker starts out, pausing when he
takes a step into the bright lights. The stagehand doesn't
see him stop, and drops the curtain back on Joker before the
audience can really see his face--

Tangling Joker up in the curtain.

The audience keeps laughing thinking it's part of his act.
The band keeps playing him on. Joker untangles himself from
the curtain and the audience gets a good look at him.

Some continue laughing. A few boo. Most don't know what to
make of him.

Joker walks across the stage, forgetting to wave like he
practiced. He trips over the riser surrounding the set when
he goes to shake Murray's hand. Almost falls on him.

Murray tries not to crack up. The audience laughs. Thinks
it's part of Joker's act.

Joker reaches out to hug Dr. Sally as she goes in for a
handshake. Another awkward moment. More laughs.

Joker finally sits down next to Murray. Crosses and uncrosses
his legs. Can't get comfortable.

                    MURRAY FRANKLIN
          So, ahhh, thanks for coming on the
          show. But I gotta tell ya, with
          what happened at City Hall today,
          I'm sure many of our viewers here
          in the studio, and at home, might
          find this look of yours in poor
          taste.

Joker's not listening to Murray. He's mesmerized by all the
lights shining on him... all the eyes on him... he doesn't
answer Murray.

Nervous laughter from the audience.
                                                             105.


                           MURRAY FRANKLIN
                    (tries again)
                Can you tell us why you're dressed
                like this?

      AND JOKER STARTS TO LAUGH. Not embarrassed of it anymore. He
      goes with it. Giving in to it, enjoying the laughter.

                          MURRAY FRANKLIN
                    (can't help but smile at
                     Joker's laughing)
                Okay. But I'm not sure how any of
                this is funny. A lot of those
                protesters are going with this
                look. City seems to be full of
                clowns these days.

                          JOKER
                    (just nods, still
                     laughing)
                Yeah. Isn't it great?

      Joker just keeps cracking up. Audience still isn't sure what
      to make of him. There's some awkward laughter.


110   INT. DIRECTOR'S BOOTH, STUDIO 4B - CONTINUOUS            110

      Nobody's laughing in the booth.

                          TECHNICAL DIRECTOR
                    (looks to the director)
                This guy's got nothing.

                           DIRECTOR
                    (hits the producer's talk
                      button; into the mic)
                Gene, what the hell? You wanna kill
                this?


111   INT. TALK SHOW SET, STAGE - CONTINUOUS                   111

      Murray glances over at his producer Gene Ufland, who's
      sitting off-camera on a director's chair by a monitor. Gene
      shrugs at him.

                          MURRAY FRANKLIN
                    (smiles; trying to save
                     the interview)
                So when we talked earlier, you
                mentioned that you aren't
                political. That this look isn't a
                political statement.
                                                          106.


                    JOKER
              (between laughs)
          That's right. I'm not political,
          Murray. I'm, I'm, I'm just trying
          to make people laugh.

                    MURRAY FRANKLIN
              (beat; smiles)
          How's that goin' for ya? Have you
          been working on any new material?
          Do you want to tell us a joke?

The audience claps, egging Joker on to tell a joke.

Joker looks over at Murray -- his laughing fit finally
subsiding -- and reaches into his jacket pocket and--

Pulls out his worn notebook, catching his breath. Looks
through it to find a new joke.

                    MURRAY FRANKLIN
          You brought a joke book?

The audience laughs. Joker smiles, opens the page to Bruce
Wayne's photo, pauses for a moment then turns the page. Finds
a joke--

                    JOKER
              (reading)
          Okay. Here's one. Knock knock.

                    MURRAY FRANKLIN
          Oh god, a knock-knock joke? And you
          need to read it?

                    JOKER
              (nods, reads it again)
          I want to get it right. Knock
          knock.

Murray makes a face like, "Okay, I'll go along with this."

                    MURRAY FRANKLIN
          Who's there?

                     JOKER
              (looks up from his
               notebook)
          It's the police, ma'am. Your son
          has been hit by a drunk driver.
          He's dead.

Beat.
                                                             107.


112   INT. DIRECTOR'S BOOTH, STUDIO 4B - CONTINUOUS            112

      The associate producer tries not to laugh, but she can't help
      it. The director looks over at her like she's lost her mind.

                          DIRECTOR
                    (shakes his head)
                Okay, ready Camera Two. Take Two.
                Ready Three. Three.

      ON THE MONITORS, some of the audience cracks up. Joker smiles
      at the response. Murray Franklin shakes his head, smirking at
      the joke despite himself.

                          MURRAY FRANKLIN (ON MONITORS)
                So, Arthur, you told me backstage
                that your--

      Joker leans over interrupting Murray, whispers something to
      him.


113   INT. TALK SHOW SET, STAGE - STUDIO 4B - CONTINUOUS       113

      Murray nods as Joker whispers.

                          MURRAY FRANKLIN
                    (bemused smile;
                     patronizing)
                Right. Sorry. I mean Joker-- you
                told me backstage that your
                mother's a big fan of the show,
                that she never misses it.

      Joker puts the notebook back in his pocket. Crosses his legs,
      starting to get a bit more comfortable.

                          JOKER
                That's right, Murray. But she's
                dead now.

      The audience laughs.

                          MURRAY FRANKLIN
                    (goes along with the
                     "joke")
                Hold on. Your mother's dead?

                          JOKER
                Yeah. She is.

      Murray's not sure if this is part of his act.
                                                       108.


                    MURRAY FRANKLIN
          Okay. What about your father? Does
          he watch the show?

Laughter from the crowd.

                     JOKER
          I don't know who my father is,
          Murray. Turns out I was adopted and
          sexually assaulted by my mother's
          boyfriend.

A few in the audience groan. A couple even laugh. Still think
it's just Joker's edgy, off-kilter sense of humor.

Don Ellis plays "wha-wha-wha-whuuuuh" on his trumpet from the
band stand.

                    DR. SALLY FRIEDMAN
          Ahhhh! No, no,-- You can not joke
          about that.

                     MURRAY FRANKLIN
              (shakes his head;
                irritated)
          Yeah, that's not funny, that's not
          the kind of humor we do on this
          show.

Murray glances over at Gene in the wings. He gives him the
"wrap it up" sign.

                     JOKER
              (just keeps going, on a
               roll)
          Sorry. It's been a rough few
          months, Murray. I mean, after my
          mother died, the police came to
          question me at her funeral. Who
          does that?

                    MURRAY FRANKLIN
              (too easy)
          Oh really? Were you a suspect?

The audience laughs.

                    JOKER
          Very funny, Murray. No, they came
          because I killed those three Wall
          Street guys.

Beat.
                                                             109.


      Studio audience can't tell if he's joking or not. Murray
      can't either.

                           MURRAY FRANKLIN
                    (looks at him confused)
                Okay. I'm waiting for the
                punchline.

                          JOKER
                There is no punchline. It's not a
                joke.


114   INT. DIRECTOR'S BOOTH, STUDIO 4B - CONTINUOUS              114

      The director stares at the monitor.

                          DIRECTOR
                Did he just confess to killing the
                Wall Street Three?

                          TECHNICAL DIRECTOR
                    (horrified)
                Yeah. I think he did.

                           ASSOCIATE PRODUCER
                    (turns to the director,
                     nods)
                He definitely did.

                          DIRECTOR
                Jesus Christ.
                    (hits the camera talk
                     button, into mic)
                Camera Three, get in close.

      ANGLE ON MONITOR, Camera Three zooming in close on Joker's
      face.


115   INT. TALK SHOW SET, STAGE - CONTINUOUS                     115

      Gene Ufland is now standing up from his chair. Motions for
      Murray to kill the interview. Murray shakes his head to
      himself. This is a big "get," it could be great television.

                          MURRAY FRANKLIN
                    (turns back to Joker; with
                     gravitas)
                You're serious, aren't you? You're
                telling us you killed those three
                boys on the subway. Why should we
                believe you?
                                                             110.


                          JOKER
                    (shrugs)
                I got nothing left to lose, Murray.
                Nothing can hurt me anymore. This
                is my fate, it was always my fate.
                My life is nothing but a comedy.


116   INT. SOPHIE'S APARTMENT, LIVING ROOM - CONTINUOUS        116

      Sophie's sitting on her couch watching this interview play
      out on TV. GiGi's asleep next to her. The open envelope and      
      the money are lying on the coffee table. No sign of the          
      flowers anywhere.                                                

                          MURRAY FRANKLIN (ON TV)
                Let me get this straight, you think
                killing those young men is funny?

                          JOKER (ON TV)
                Yeah. But comedy is subjective,
                isn't that what they say? Besides,
                the way I see it, what happened was
                a good thing. All of you, Gotham,
                the system that knows so much, you
                decide, you decide what's right and
                wrong. What's real or what's made
                up. The same way you decide what's
                funny or not.

      Sophie edges forward on the couch, can almost see a hint of
      agreement on her face.


117   INT. TALK SHOW SET, STAGE - STUDIO 4B - CONTINUOUS       117

      Back on set, we can tell by the way Murray's now interviewing
      Joker, talking to him slower, more thoughtfully, that he
      thinks this is gonna get him an Emmy... Maybe even a Peabody.

                           MURRAY FRANKLIN
                    (beat)
                Okay, I think I understand. You did
                it to start a movement, to become a
                symbol.

                          JOKER
                C'mon, Murray, do I look like the
                kind of clown who could start a
                movement? I killed those guys                          
                because they were awful.                               
                Everybody's awful these days. It's
                enough to make anyone crazy.                           
                                                 111.


                    MURRAY FRANKLIN
          So that's it, you're crazy. That's
          your defense for killing three
          young men? Because they were mean              
          to you?                                        

                    JOKER
          No. They couldn't carry a tune to              
          save their lives.                              

Some audible groans from the audience.                   

                    JOKER                                
          Why is everyone so upset about                 
          these guys? Because Thomas Wayne               
          went and cried about them on TV?

                    MURRAY FRANKLIN                      
          You have a problem with Thomas
          Wayne, too?

                    JOKER
          Yeah. I do. Everything comes so
          easy for him.

                    MURRAY FRANKLIN
          And what's wrong with that?

                    JOKER
          Have you seen what it's like out
          there, Murray? Do you ever actually            
          leave the studio? Everybody just               
          yells and screams at each other.               
          Nobody's civil anymore. Nobody
          thinks what it's like to be the
          other guy. You think men like                  
          Thomas Wayne, men at ease, ever
          think what it's like to be a guy
          like me? To be anybody but
          themselves.
              (shaking his head, voice
               rising)
          They don't. They think we'll all
          just sit there and take it like
          good little boys. That we won't
          werewolf and go wild. Well, this is            
          for all of you out there.

Joker "howls at the moon." It's fucking weird.
                                                             112.


118   INT. STATION SQUAD ROOM - 7TH PRECINCT - CONTINUOUS        118

      OFFICERS AND DETECTIVES JUMPING INTO ACTION, rushing past a
      small portable black & white television sitting on one of the
      desks, hear one of them shout--

                          POLICE LIEUTENANT (OS)
                That asshole just confessed to
                killing those Wall Street guys on
                fucking live TV!

      ANGLE ON THE LITTLE TV, TIGHT TWO-SHOT OF JOKER looking at
      Murray.

                          MURRAY FRANKLIN (ON TV)
                    (shakes his head)
                So much self-pity, Arthur. You
                sound like you're making excuses
                for killing three young men. Not
                everybody's awful.                                      


119   INT. TALK SHOW SET, STAGE - STUDIO 4B - CONTINUOUS         119

      Back on set. Joker looks straight at Murray.

                          JOKER
                You're awful, Murray.

      There is no more laughter. The audience is watching this
      exchange with full attention.

                          MURRAY FRANKLIN
                Me? How am I awful?

                          JOKER
                Playing my video, inviting me on                        
                the show,-- You just wanted to make                     
                fun of me. Well it's easy to laugh                      
                at Frankenstein on a crowded beach,                     
                isn't it? You're just like the rest                     
                of them, Murray. Everything comes
                too easy for you.

                          MURRAY FRANKLIN
                    (on the spot; defensive)
                You don't know the first thing
                about me, pal. Look what happened
                because of what you did, Arthur,
                what it led to. There are riots out
                there. Two policemen are in                             
                critical condition, someone was                         
                killed today.                                           
                                                             113.


      Joker nods in agreement, yeah, it's because of what he did.     

                          JOKER                                       
                How about another joke, Murray?                       
                What do you get when you cross a                      
                mentally-ill loner with a system
                that abandons him and treats him
                like trash?

      Murray pauses for a minute, not really listening to Joker,
      suddenly realizing the seriousness of the situation. He
      starts to turn to camera--

                          JOKER
                    (pulls Randall's gun)                             
                I'll tell you what you get. You get                   
                what you fucking deserve,--                           

      And as Murray Franklin turns back to him, JOKER SHOOTS THE
      SIDE OF MURRAY'S HEAD OFF--

      Blood splatters all over the back of the set. Some spraying
      in Joker's face. AUDIENCE SCREAMS! Dr. Sally dives for the
      floor.


120   INT. SOPHIE'S APARTMENT, LIVING ROOM - CONTINUOUS        120

      Sophie screams and jumps to her feet horrified! Waking up
      GiGi who starts to cry when she sees what's on television--

      ON THE TELEVISION, Joker gets up and walks right up to the
      camera. Blood sprayed over his white painted face. Hear the
      studio audience still screaming, bedlam all around him.

                          JOKER (ON TV)
                    (looks straight into
                     camera; screams Murray's
                     signature sign off)
                GOOD NIGHT AND ALWAYS REMEMBER,--                     
                THAT'S LIFE!                                          

      And as Joker waves goodbye to the home audience, a black &      
      white "INDIAN-HEAD TEST PATTERN" cuts off the show--            

      "PLEASE STAND BY"

      HERB ALPERT'S "Spanish Flea" plays underneath.

      Beat.
                                                                114.


121   INT. TALK SHOW SET, STAGE - CONTINUOUS                      121

      BACK LIVE IN THE STUDIO, JOKER'S TACKLED BY TWO SECURITY           
      GUARDS AND SOME STAGEHANDS, still hear screams of terror from      
      the audience around him.                                           

      HIS FACE HITS THE SHINY FLOOR AS IF IN SLOW MOTION--               

      And we HEAR the soft and familiar opening to FERRANTE &            
      TEICHER's piano version of "Send in the Clowns".                   

                                                         CUT TO:         


122   INT. GOTHAM SQUAD CAR (MOVING), GOTHAM STREETS - NIGHT      122    

      JOKER GAZING OUT THE WINDOW, at all the violence and madness       
      in the city. We only see it in the reflection of the glass...      
      the fires burning... the mob crowding the streets. Joker's         
      handcuffed in the back of the squad car moving slowly through      
      the rioting, sirens wailing, red lights flashing, blood still      
      splattered on his face.                                            

      STAY ON JOKER'S FACE AS HE HEARS THE POLICE RADIO CRACKLING,       
      reports of rioters in "Joker" masks setting fires, breaking        
      windows, looting stores.                                           

      The images reflected in the window start to speed up as the        
      officer driving weaves faster through the chaos.                   

                          POLICE OFFICER #1 (OS)                         
                Look what you caused, you freak,                         
                the whole city's on fire because of                      
                you.                                                     

      AND JOKER BANGS HIS HEAD HARD AGAINST THE STEEL MESH CAGE--        
      BAM.                                                               

                          POLICE OFFICER #2 (OS)                         
                Keep it up, asshole. Watch what                          
                happens when we get to the station.                      

      HE BANGS HIS HEAD AGAIN. BAM. BAM. Some blood is forming on        
      his forehead--                                                     

                          POLICE OFFICER #1 (OS)                         
                    (glancing at Joker in the                            
                     back seat, shouting)                                
                -- Calm the fuck down, you're not                        
                going anywhere!                                          

      And when the cop driving turns back, catch a glimpse of            
      someone or something running out into the street in front of       
      the speeding squad car--                                           
                                                             115.


      CLOSE ON JOKER AS THE SQUAD CAR SWERVES OUT OF THE WAY, Joker    
      banging up against the door--                                    

      CRAAAASSSHHHHHH!!!!                                              

      The squad car hits a parked car hard and flips over, sliding     
      across the street on its roof--                                  


123   EXT. SQUAD CAR (SLIDING), STREET - CONTINUOUS            123     

      SPARKS FLY UNTIL FINALLY THE UPSIDE DOWN SQUAD CAR COMES TO A    
      STOP. Smoke rising from the wreck. Ferrante & Teicher's piano    
      only version of "Send in the Clowns" still playing...            

      Both police officers in the front seat are either unconscious    
      or dead. We see movement in the back seat, hard to tell          
      what's going on inside.                                          

      Suddenly the back door kicks open--                              

      And Joker falls out of the car, landing hard on the street,      
      one hand free, handcuffs dangling from his other hand. Hear      
      sirens in the distance--                                         

      JOKER LEANS BACK AGAINST THE CAR, his face bloody, his body      
      broken from the crash. Sitting there amongst the wreckage,       
      can still see and hear the chaos, the fires burning all          
      around him. He reaches for a jagged shard of broken glass--      

      And pauses for moment catching his breath, hand holding the      
      jagged glass resting on his lap, wailing sirens getting          
      closer, looks like he's about to cut his wrists--                


124   EXT. MOVIE THEATER, STREET - UPTOWN - CONTINUOUS         124     

      A WELL-HEELED CROWD LETTING OUT OF A MOVIE THEATER, the          
      violence has even reached up here, the nice part of town...      
      Sirens wailing, gangs of punks wearing "Joker" masks running     
      past, breaking car windows, fires burning... Catch a glimpse     
      of the lit up marquee listing the films playing, "Blow Out"      
      and "Zorro the Gay Blade". Hear "Send in the Clowns" still       
      playing...                                                       

      FROM BEHIND SEE A SILHOUETTED COUPLE AND THEIR KID hurry down    
      the dark side of the street, ducking into an alley to avoid      
      the chaos--                                                      

      Catch a glimpse of a punk in a "Joker" mask following after      
      them pulling a gun--                                             
                                                              116.


125   EXT. SQUAD CAR (UPSIDE DOWN), STREET - CONTINUOUS           125    

      Joker lifts the jagged shard of glass, handcuff swinging...        
      Passes by his wrist... And starts cutting into the slit on         
      one corner of his mouth, making his smile longer and wider.        
      Blood pouring down his face, onto his hand...                      

      Joker tearing into the other side of his mouth, jagged glass       
      ripping into his flesh, spurting blood, handcuff swinging--        
      Sirens on top of him, red lights flashing over his face--          

      ANGLE ON JOKER LIT UP RED, done cutting his smile, letting go      
      of the jagged bloody shard... Leans his head back against the      
      squad car, and closes his eyes, covered in his own blood.          
      He's finished.                                                     

      Now he is the Joker.                                               


126   EXT. ALLEY, MOVIE THEATER - CONTINUOUS                      126    

      FROM BEHIND, FAMILY IN THE SHADOWS sees the guy's eyes go          
      wide behind the mask, pointing his gun, music swelling--           

                          PUNK                                           
                    (shouting)                                           
                You still think we're all fucking                        
                clowns?                                                  

      And the punk shoots the man. Reaches out and grabs something       
      off the woman's neck before he shoots her as well. Both fall       
      to the ground dead. Revealing their young son standing behind      
      them--                                                             

      CLOSE ON EIGHT-YEAR-OLD BRUCE WAYNE, closing his eyes as           
      blood sprays across his face. He opens his eyes and looks up       
      scared at the man in the "Joker" mask who killed his parents,      
      Thomas and Martha Wayne. "Send in the Clowns" ends.                

                                                    CUT TO BLACK.        

      A long beat.                                                       

      HEAR LAUGHTER.                                                     

      The sound of a man totally cracking up.                            

                                                          FADE IN:       


127   INT. ARKHAM STATE HOSPITAL, INTERVIEW ROOM - MORNING        127    

      CLOSE ON JOKER, tears in his eyes from laughing so hard. He's      
      enjoying it, not trying to get it under control.                   
                                                       117.


His head's been shaved. He looks medicated or maybe even         
lobotomized. Wearing white institutional clothes.                

HIS NEW SMILE IS ALL STITCHED UP, cut deep up the corners of     
his mouth. Forming a longer, "happier" smile.                    

He's sitting across from an overworked HOSPITAL DOCTOR           
(50's), African American woman. Somehow it's the exact same      
room Joker imagined his mother was in some 30 years ago. The     
room and the doctor also look vaguely similar to the social      
worker and her office in the opening scene.                      

The doctor just sits there, waiting for him to stop laughing.    
A weathered notebook is on the table in front of him.            
Finally, Joker stops himself.                                    

                    HOSPITAL DOCTOR                              
          What's so funny?                                       

He takes a deep breath, his eyes are glazed over. His voice      
is scratchy, like he doesn't use it much.                        

                    JOKER                                        
          -- just thinking of this joke.                         

                    HOSPITAL DOCTOR                              
          Do you want to tell it to me?                          

Beat.                                                            

                      JOKER                                      
          No.                                                    

                    HOSPITAL DOCTOR                              
          Because you don't think I'll get                       
          it?                                                    

                    JOKER                                        
          Because it's personal, it's between                    
          me and him.                                            

Beat.                                                            

                    HOSPITAL DOCTOR                              
          Okay. Is the medication working?                       
          How's your sleeping?                                   

                      JOKER                                      
                (nods yes)                                       
          ...                                                    

                    HOSPITAL DOCTOR                              
          How are you feeling?                                   
                                                               118.


                          JOKER                                         
                Good. Everything's good now.                            

                          HOSPITAL DOCTOR                               
                Have you been writing in your                           
                journal?                                                

      Joker slowly nods.                                                

                          HOSPITAL DOCTOR                               
                Great. I want to make sure you're                       
                keeping up with it.                                     

                             JOKER                                      
                    (beat)                                              
                Yeah.                                                   

                          HOSPITAL DOCTOR                               
                Have you written about your                             
                episode? About what happened?                           

                          JOKER                                         
                How I remember it.                                      

                           HOSPITAL DOCTOR                              
                    (re: the journal)                                   
                Can I see?                                              

      Joker slides his journal across to her. She picks it up and       
      flips through the pages--                                         

      ANGLE ON JOURNAL, blank page after blank page, there's            
      nothing inside of it.                                             

      The doctor looks up at him confused.                              

      ANGLE ON JOKER, a smile creeping across his face. And we HEAR     
      the groovy organ opening to FRANK SINATRA's anthem "That's        
      Life"...                                                          

      Beat.                                                             


128   INT. HALLWAY, ARKHAM STATE HOSPITAL - MORNING              128    

      From behind, see Joker shuffling down the hallway past all        
      the other mental patients, an orderly by his side. Sinatra        
      starts singing.                                                   

      And Joker does a slide step to the music like he can hear it      
      too... into a skip... and another slide step into a spin...       
      Dancing down the hallway into the sunset...                       

                                                       IRIS OUT:        
                                            119.


"That's Life" keeps playing over credits.