hi, edna powers? i'm patience price, i called about adopting a cat? i saw your flyer at my vet's office -- ma'am? edna is putting out dry cat food in numerous bowls. edna. some of these questions are. kind of personal. do you really need to know how many, um, partners i've had in the past year? guess i wouldn't need the cat if. patience forces a laugh, fills in a zero and passes the clipboard to edna. the woman puts down the cat food, slips on the reading glasses she wears on a chain around her neck. well, i've always liked animals. cats specifically. i mean, i love them. worship them, even. edna seems satisfied, returns to reading patience's answers. the mau, meanwhile, comes around a corner into the room, peering curiously at patience -- who dangles her hand invitingly. he rubs his face against her hand. patience smiles, coos at the cat -- which grabs her hand hard in his claws. patience stifles a yelp, yanks her hand back. son of a -- nothing. handsome cat. i've never seen one like him. the mau jumps into patience's lap, settling in. edna, surprised and almost suspicious, eyes the cat. well. they're both dead. private plane crash. i was eleven. actually, the last thing they gave me was a kitten. fatso. edna sucks her breath in at this insulting name. he was very round -- not from overfeeding or anything, just -- really, he didn't mind. anyway, he was with me a long time, till early this year. he didn't come at the sound of the can-opener, which kind of freaked me out. i found him just, curled up there in his little bed. mm-hmm. the free food? so you think you might have a kitten for me? i'm not sure she likes me -- there's nothing special about me. mm. do you have any band-aids? no -- this is mine! midnight doesn't back off, jumping repeatedly at the spoon, climbing over patience, getting a rear paw in the open pint. oh, gross, you -- just take it. patience offers the cat the half-empty pint. as midnight digs in happily, burying his head in the container -- welcome home, sweetie. how was work today? same old same old. all i wanna do is get out of this shirt and give you a big old hug. lone is distracted, reading his mail, shirt still on. midnight, meanwhile, pulls her head out of the ice cream and leaps onto the windowsill -- she looks first at lone, then at patience, who looks around her. down in front. come on, you, off with the shirt. instead, lone is moving out of view. patience moves in the same direction, into her bathroom. lame, lame, lame. she wipes a bit of chocolate from the corner of her mouth. she tries a seductive pout, a la laurel, gives her hair a seductive toss -- it winds up in her eyes and mouth. on patience's window -- from across the alley, we see patience before her mirror, brushing her hair. pull back to reveal we're watching with tom lone, who spies on patience through his own window, lights off. he sighs. i know, i know, i'm late -- midnight thought there was a mouse in my pillow. dave, i was just going over the first quarter expenses. our lab fees for this one additive -- yp-3 -- have gone through the roof. berger, a balding, bespectacled accountant, looks up as patience moves around his desk to show him some figures. look at this, an overage of eight hundred percent on "extruded pellets" alone -- i'm not even sure what that is -- um. of course. you're georges avenal -- you own the company -- yes sir, i just can't really afford them -- patience. no, my name's patience, patience price. i'm in accounting. wait. you're not -- firing me? i try, sally, i really do. i read vogue, i wear uncomfortable shoes. i've been a female all my life, you'd think i'd be better at it by now. he's right, i'm not even presentable enough to be an accountant. maybe the church needs a new bell- ringer. how do you know that? i don't care. no way am i going back there. i can't believe we put this stuff on our mouths. grease, acid and ground-up fish scales. who knows what they put in our mascara. i'm sick of drooling over things i'll never have. the two are window-shopping, passing a shoe store, boots and high-heels. a westernwear shop, belt buckles, whips. i'm not sure i'm fit to be seen in public. sally, that is not a dress, it's a rumor of a dress. it's barely forensic evidence of a dress. it's not me. i just wish i could be ten years old again -- it didn't matter what i wore as long as i could climb a tree in it. that's my bus, sal, see you later. patience trots toward a bus, sally calls after her. midnight! you little monster -- patience tosses her groceries in the door, leaving it ajar, and runs after the cat. a few moments after she's vanished up the stairs, we hear footsteps from below and. angel, georges avenal's menacing bodyguard, appears in the hallway. he moves purposefully for patience's door, pushes it open and steps inside. midnight just saved her neck. oh no. hell of a jump. you are not worth the trouble -- suddenly, a window flies open, just a foot away, a gun points in her face. patience lets out a cry, jumps back -- no, i -- see, my cat got out -- midnight mews, rubs against patience's leg. she picks the cat up, nods toward her window. i live right up there -- you do? really. actually, i've seen you too. around, that is. thanks for helping me out. oh god, what -- what is that?! i'm sorry, it was nice talking to you, but -- i'm completely disgusting. it isn't funny. at least it broke the ice -- speaking of which -- how do you even stay in that outfit? i hardly recognize you. how long have we been here, an hour? we're never getting in. a trendy couple -- call them randy and sandy -- push their way past patience, almost knocking her over. randy's elbow gets her in the gut, sandy's spike heel drives into her foot. ow! sandy looks at her blankly as patience hops, injured. you could say i'm sorry? god, people are so rude. sally, just -- go in without me -- i. it's coming back to me. but last night. it's just. it's like a dream. i don't. i think. something must have happened. i need to. sorry, you -- you startled me. look, edna, thanks for everything, but -- i just want to get home and take a bath. edna nods, unnerved. patience picks midnight up in her arms and hurries out the door. edna stares after her, a disturbing thought forming. this is patience, you can leave a message if you want. i am so, so sorry -- tom lone groans, painfully coming to and sitting up. patience crouches at his side. i didn't know it was you. patience price. oh god, not that awful driver's license picture -- that was really nice of you. oh no, i'm a mess. it seems every time you see me i -- i was just cleaning. the um, the chimney. it wasn't mine. oh yeah, i hadn't noticed. i mean, i had to break it to get in because. i lost my purse. i guess not. i want you. he turns, startled. patience has a sultry, come-hither look in her eye, her voice has a lower, sexier tone. i want you, um, to forgive me. for hitting you like that. so, did you always want to be a policeman? god, listen to me, conversation 101. plus you can still get into trouble. accounting. that is, i used to, i just lost my job. don't be, it was pretty dull. i guess when you get down to it, i'm pretty dull. patience realizes she's not making for a great first date. let me start over. it's just. i never got into any trouble or anything -- well, when i was little, but -- after i lost my folks i. i guess i turned into sort of a scaredy- ca -- um, pretty risk-averse. sometimes i just wish i was less of a wimp. it does? wow. oh. see you around. -- but this time, it was like the tiger wanted to kill me. move to find patience, seated at edna's kitchen table, finishing her tale. she's in tight-fitting jeans, ripped along the sides, a cut-off top revealing her midriff. safety pins hold the outfit together, but it looks good on her. edna is pulling out teacups, a teakettle on the burner. no, i did that myself. i mean, i remember doing it, but it wasn't really -- you know -- me. god, i don't understand what's happening. what matters? um. edna, please. can we talk about me? but -- i'm not dead. how many have there been? i was murdered? why would anybody kill me? no, i never did anything to. i don't want to break the rules! she moves out of the room, edna follows. she's like some demon, possessing me in the night, but -- but i can keep it under control during the day -- when she takes over -- it's like, she just does whatever she feels like, she doesn't care what people think -- you don't understand -- i'm afraid she's going to hurt someone -- or get me killed. again. patience is near tears. edna puts her arms around her. there's got to be a way to make it stop. some kind of, i don't know, garlic or wolfsbane or something. okay. that isn't helping. edna pulls back, looks patience in the eye. no. i'm going to fight her. i'm stronger than she is -- -- and i'm going to win. patience heads out the door. edna shakes her head; patience isn't getting it. emptying the catbox, actually. lone quickly takes a step back from the dumpster. oh, well, uh -- musta been my cold medication talking. she sniffles and coughs unconvincingly. yeah, maybe. tom lone, tom lone, i called him on the phone -- now i won't be alone -- the cat isn't enjoying this, squeals and squirms free. patience's smile fades a tick. it was catwoman who made the call. what's he ever gonna see in me? midnight has turned his butt to her, tail twitching angrily. patience glances out the window to glimpse -- lone, who's just entering his apartment. patience quickly just came by to clean out my desk. what? what funeral? oh my god. like hell. 'miracle ingredient in beaunique. just a drop makes wrinkles vanish, blah blah blah' but what is it? patience types away, focused on the screen, finds something. we see the name ivan nevski. dr. ivan nevski, in charge of development. huh, not in the company directory. quick cuts as she types the name into a global search box, reaches a head shot of nevski, a site in cyrillic lettering. she finds a translation link. as the lettering changes to english, we go close on key phrases: "soviet defense," no. oh no, not again. spasms wrack her body, her back arches, she keeps fighting it, clenching her fists, struggling for control. on her hands, her own claws are drawing blood from her palms. i was murdered? pov -- the mercedes coming at camera. this time we follow through on the moment of impact -- camera flies through the air, hitting the ground hard. why would anybody kill me? oh my god. our date. i -- i'll only be a minute. she quickly grabs some clothing, darts toward the bathroom. at the last moment she spots the cat mask on the floor and -- -- kicks it under the couch as she moves into the bathroom. lone steps inside, can see his apartment across the way. he calls through the half-open door as she changes: no, sorry -- i never look out the window. your sister, that's -- -- really a shame. lone has moved to the kitchen table, where the numerous research books and handwritten notes are spread out. angle on book -- a diagram of a bacteria, a drawing of a rat, the entry "yersinia pestis." bubonic plague. it's sort of a hobby of mine. she trails off, stopping in her tracks as she sees lone, who's holding up her whip with a dubious expression. oh, i had kind of a kinky boyfriend once. patience takes the whip and casually tosses it aside, but lone's suspicions are fully aroused. where should we eat? me? oh. not much. you know, sitting around my apartment, watching television. as she speaks, she involuntarily bats like a kitten at the swinging curtain. is that so hard to believe? what about you? oh yeah. i guess i heard about it. well, she is interesting, isn't she? kind of a. colorful character? i don't believe that. i mean -- whatever happened to innocent until proven guilty? lone seems a little taken aback at her vehemence. just then, a japanese waiter places a huge tray of sushi between them. guess i went a little crazy ordering. right, then we go home and binge on haagan-dazs. women in general, you mean. really? i heard it was. sexy. so it could be sexier. with what, maybe a wide belt? you brought it up. lone studies her for a few seconds. he seems on the verge of saying something important. but instead: no no, it's yours. she eyes the fish hungrily as he eats it. catwoman again? why do you say that? so stop talking. so saying, she throws her arm around his neck, the other around his back, pulls him close for a kiss. lone takes only a moment to respond -- it's a good one -- until -- close on lone's back as her claws involuntarily emerge, tearing right through his shirt and an inch down his back -- i'm really sorry, i don't know what got into me, i -- i've got to go. she's on the run. a moment later, the surprised lone pursues, rounding a corner. it's happening, it's happening again. it's not even dark yet -- you said she could only come out at night! and she's after georges avenal -- if she finds him, she's going to kill him, i know it -- edna, you've gotta. tie me up or something, lock me in the attic -- a closet, the pantry, something! please. we have to keep the cat in tonight. just. lock. the door. edna quickly closes the door, throws a bolt. it's extremely dark down below. patience starts to pace. we see her features contort with pain as she fights this interior battle. during this monologue, her voice becomes huskier, more catwoman-like. i'm not a bad person. i'm not a killer. i'm not evil. not like georges aaavenal. his name becomes a harsh growl. she fights to get a grip. he's a murderer. he did this to me. it's all his fault. edna? edna, is that you? edna, it worked. i think. i think i've beaten her. i'm patience again. i've won. oh! hi. listen-- about last night. this is all a mistake -- tom, you know me! he was dead when. um, ivan who? you, you have no proof that i -- what are you doing? lone is unbuttoning his shirt. he pulls down one side to reveal his shoulder. so this whole time, you've been flirting, buying me dinner, acting like you were interested -- i was a suspect? it was just some cat and mouse thing? lone's a little offended, his tone becomes more aggrieved: sorry if i don't fit into your damsel in distress fantasy. real people are a little more complicated. i guess a strong woman can be intimidating to a certain kind of man -- so if they don't need rescuing, you better lock them up yourself -- they're now talking over each other, sounding just like bickering lovers. lone glances at the mirror, embarrassed; they're obviously being watched. through his teeth: i've been doing some investigating of my own. a real crime. georges avenal is stockpiling yp-3, a variant of black plague bacteria -- it's a bioweapon! ivan nevski developed it, they must've killed him to keep it a secret -- the deal's going down tonight, they're meeting an arms dealer named xavier bartok at the avenal offices -- i don't know! why don't you ask him? it doesn't matter what i say. you'll make me whoever you want me to be. lone looks at her for a moment, then exits, leaving patience to study her own defiant expression in the mirror. damn it, it's getting dark out, where are you? she stares at her hand, trying to will claws to appear -- nothing. a deep breath, concentrating, mantra-like -- i am catwoman. i am. she opens her eyes -- it's no good. oh my god. it was you. you were behind the wheel that night. hello? you are a good detective. it just feels like time for a change. why? you still keeping tabs on me? said on tv the catwoman case was closed. nah. in a way, it was flattering. that's bureaucracy for you. hard to believe, catwoman was laurel avenal all along. dinner the other night. how about you? hey, you never really know anybody. not completely. a dull accountant. can you? oh. i have a feeling we'll see each other again. she hangs up, rolls her shoulders and lets out a little purr. with lone, he smiles, putting the phone down himself as patience moves away from the window. with patience, move to find the cat mask as she places it on top of stacks of slightly fire-damaged $100 dollar bills and 101: