oh honey, welcome back! she throws her arms around georges to give him a kiss, but he pushes her away, turns aside to sneeze.
are you all right?
georges, when you're gone, tippy is all i've got and -- i get so lonely.
no no, it's muscle -- i've been working out, doing my tae kwan do -- she flexes a muscle to demonstrate. georges isn't interested, looking at the penthouse decor with distaste. meanwhile angel moves to an elevator, presses a down button and awaits his masters.
i'm doing some redecorating, i've had so much time on my hands -- do you like it?
draperies. they soften the space.
i could give her the number for my manicurist --
poor girl. georges studies laurel's face a moment, leans closer, amazed.
may i see?
please, georges? she tugs a board away, then sucks in her breath seeing -- an ad featuring drina, a gorgeous young model, nearly nude. we see a tube of mascara with the avenal logo.
she's.  pretty.
well, i'm still the face of avenal.  aren't i?
a famous poet once said, beauty is truth, truth beauty.
or maybe it's the other way around.  find laurel avenal at a table with a banner: "avenal cares." video cameras are trained on her as she signs posters, perfume boxes, etc. while talking into a mic.
the point is, everyone deserves to look in the mirror and feel good about themselves. be we rich or poor, we all must strive to be more beautiful than we can be.  a process server in a suit with a briefcase reaches laurel, places a stack of papers in front of her. she starts to sign automatically, then stops, turns off the mic.
what is this?
what?
i -- this must be some sort of mistake --
georges avenal is my husband! the man pulls another document from his briefcase.
oh god, please -- please don't hurt me! catwoman studies the frightened woman, easing her grip. laurel drops the act, and with a martial arts shriek drives a knee and a fist into catwoman in rapid succession -- catwoman flies over the banister, grabbing a hold of the chandelier. it swings in the open foyer -- the chain creaks ominously, starts to rip from the ceiling -- catwoman snaps the whip around an upper balustrade, just as -
that was venetian crystal, you bitch -- laurel launches a karate kick at her, catwoman deflects it, lands a blow of her own.
took classes when i was modeling in hong kong. damn it, i broke a nail. she's a skilled fighter, but catwoman is faster, more nimble, able to avoid her attacks. laurel suddenly pauses, looking winded, ready to give up the fight.
is that a gaultier? catwoman looks down at her clothes, giving laurel the chance to grab a vase of flowers, which she hurls at her -- it shatters, soaking catwoman. she shakes off water.
no, please -- not tippy!
georges? why didn't you say you wanted him in the first place?
you one of his girlfriends? catwoman springs back down, shoves laurel against a wall, flexing her claws.
not my face, not my face!
georges doesn't love me! i don't know if he ever did --
he never took me seriously, i was just a, a trophy. and now he's bored, he found himself a new toy --
he never comes home anymore -- i, i know he's got a box for the ballet friday night --
i swear i don't know where he is, he's left me! oh god, my career is in the toilet, my whole life is over -- go ahead, tear me to pieces --
wait.  try the factory. i think that's where he meets drano, his new mistress.
what do you want with him, anyway?
are you going to kill him?
i'll pay you to kill him.
i'll even give you a lift, if you'll let me watch -
i knew you'd come. laurel leads catwoman through this basement boiler room.
he's with his bimbo in a box to the right of the stage. but there's all kinds of security -- he's pretty scared of you.
i know he's built an empire out of women's inadequacy and self-hatred --
oh my god.
nothing he does would surprise me anymore. he's a monster. you should've seen the pre-nup, i don't get a dime -- catwoman has reached an emergency staircase, cuts her off, bolting upward.
c'mon honey.  just do it. catwoman's hand trembles on georges' throat. his eyes well up with tears, his expression pleading, desperate. suddenly
oh honey, we are so on.
he won't be a problem. ever again. and i'm not even a suspect. she gestures to her outfit. xavier nods.
let's do some business. they head down the stairs. camera moves, off the roof, to the roof of an adjacent, lower skyscraper -- and finds --
oh beautiful. put him in there for now.  angel drags lone into a closet near the make-up mirror, shoves him inside and closes the door.
what are we going to do about this?
all right, wesley. laurel opens a humidor, offering a cigar to xavier:
shall we? xavier takes a cigar, sniffs it. with mock concern:
free at last.  to eat what i want, wear what i want, look like a slob if i want.  you have no idea how good it feels.
thanks, no. i'm through with men.
where did you find these clowns?! mercenary #4 and angel scout the helipad's perimeter, guns at the ready. wesley nervously backs toward the stairs.
or one woman.
don't shoot, you idiots! she'll drop the money-- they don't lower their guns. catwoman narrows her eyes, speaks around the cigar.
no, please-- don't do that again! catwoman drops the emptied case and pulls the cigar from her mouth with a distasteful expression. eying laurel:
let's face it -- we're alike, you and me. catwoman ignores her, shouts to xavier and his men:
let's split the rest of the money -- and there's more where that came from --
sorry, angel. catwoman leaps at laurel from behind, the gun goes flying. the two women crash into the classical sculptures, shattering them in the course of their struggle. laurel keeps going for the gun, but catwoman won't let her get near it.
you know this guy?
why not? he's just -- a man. catwoman starts to rise, laurel steps on lone's throat, the gun still pointed at his head.
move a muscle and you won't have a date for the prom. catwoman freezes, sits back down again. laurel smiles.
it's amazing. we're the stronger sex -- but men are like kryptonite. they make us so weak.  she increases her pressure on lone's throat, he writhes, chokes. catwoman sounds just like patience now.
don't worry, i know exactly how much a man can take. laurel takes her foot off of lone, he struggles for air. she moves in on catwoman.
you know, i was actually starting to admire you. laurel clocks her with the gun butt. catwoman. patience tries to crawl away, blood at her lips.
when i think of all the guys i had to.  use.
and there you were, clawing your way up on your own. but you let me down. she kicks her again.
i ask one little favor -- but no, i had to take care of georges myself. and now.  this. you've ruined everything. she pulls catwoman halfway to her feet and slugs her face. laurel then grabs the top of the cat mask and yanks it off -- patience looks up at her weakly, eyes rolling. laurel blinks, a shocked double-take, backs away.
no.  it's impossible.  you're dead. patience's crumpled figure recalls the position of her body lying on the pavement, the night she was murdered. her eyes go wide as she puts it together.
what do you want, an apology? of course it was me, it was always me -- i ran the yp-3 operation right under georges' nose, i couldn't let some frumpy accountant blow the whistle when i was so close -- patience. catwoman slashes at laurel's head with a hiss -- she peels off half laurel's face -- it's like a form-fitting "mission: impossible" latex mask. beneath, the skin is blotched with dark spots and sores. laurel lets out a hideous scream.
no! my face! patience. catwoman knocks her to the ground, straddles her. the fight's gone out of laurel now, she clutches at her disfigured features. patience. catwoman cocks her head, looking at the shredded latex hanging from her claws.
i was the first to try beaunique -- i was over 30, i had nothing to lose. when the symptoms started to show, it was too late.  as she speaks, laurel peels away the remains of the latex.
life hands you lemons, you make lemonade.
in a minute -- i have to finish putting on my face
you're still beautiful.  you'll always be beautiful.  crash! chunks of helipad and the remains of the flaming chopper come through the ceiling, obliterating laurel.