Author's Note: This story is based on Batman: The Animated Series... or at least the first 65 episodes. I like bits and pieces of all the series that followed, but it's difficult to believe it's all the same universe (alternate earths being DC tradition after all!) regardless of the official story. It was written in 1994, heavily under the influence of the film Mask of the Phantasm. I've also borrowed bits and pieces from the comics, especially "Year One" and some of the Earth-2 traditions, and the B:TAS novelisation "Dual to the Death." A chance encounter between Catwoman and Batgirl in that book forms the basis of their friendship.

Sorry, this is just a love story; if you want action look to the alluded to companion pieces, BABES IN THE WOODS and DOUBLE VISION.


APRIL, 1994

Bruce Wayne was miserable.

That was certainly nothing unusual; he had been in a near constant state of misery for most of his life, ever since his parents were murdered when he was a small child. The few brief moments of real happiness he had had were shining highs that made the following lows even darker.

Of course, most people would have found that incomprehensible. Aside from a very few close friends, anyone in Gotham City would have assumed here was one man who had it all. Nicknamed the "Boy Billionaire" years ago — although he hadn't actually turned his inherited millions into billions until he was almost thirty — he ran several of the most successful companies in the country, attended all the big events in the social whirl, dated the most beautiful debutantes, and lived in a spectacular mansion on the family estate, complete with the world's most perfect butler to run it. He was ruggedly handsome, tall, extremely well-muscled, with black hair and brown eyes so dark they also appeared black most of the time, and a very distinctive square jaw. He had an adopted son he adored. And the Wayne Foundation, a huge charity organization that did no end of good for the city, earned him the reputation as Gotham's leading philanthropist. How could anyone with all that be unhappy?

He also had a reputation as a playboy and a womanizer. Anyone who had ever gone up against the CEO of Wayne Enterprises in a business deal would insist this was no jaded playboy, but Bruce himself would be the first to admit to the latter. Women to him fell into a few select categories, aside from friends and colleagues, who were accorded the same respect he would give a man in the same situation. There were the husband hunters, vacuous society women who used him as he used them, to the pleasure of both sides and the advantage of neither; and the heartbreakers, ladies with some real quality, who appealed to him as a person. Unfortunately, he had the tendency to talk himself into believing he loved them if they spent a couple of weeks together. Luckily he also had his comforters, a couple of women he genuinely cared for, good friends and lovers, although not what he needed on a permanent basis. But when he was suffering, their affection made him feel better about himself.

Twice in his life he had truly fallen in love, but both those relationships had proved disastrous. One woman had taken his proposal as a slap in the face and ran off in a panic, telling him they couldn't even be friends any more.

If that wasn't painful enough, his first love chose that time to re-enter his life, bringing with her the same passion they had shared ten years ago, the same irrational hope that the two of them could put their demons behind them and live happily ever after — and the same anguish when she left again.

Now he was trying to put it all behind him once again, and on the surface he'd succeeded. With his business associates, his society friends and the women he dated, he seemed just the same as always. Even to his three most intimate friends, who knew the truth of what had happened, he seemed no moodier than his usual self. And at night, when he put on the cape and cowl and roamed the streets as Gotham City's famed vigilante crimefighter, neither the cops nor the criminals noticed anything different about Batman.

But sometimes it got to him, and the mask slipped a bit when he was alone, so he had to get away and brood. To isolate himself with his pain. That was what drove him out of the office on a particularly cold day in early April, to this bench in a nearly deserted park.

At least, he thought it was deserted. He didn't know she was anywhere around until she spoke, and even then he didn't turn around. Only one woman had a voice like that — cool and husky, halfway between a whisper and a rasp — and for the first time since he'd known her he didn't want to see her.

"Hello, stranger. Long time no see."

"Hello, Selina."

Selina Kyle. Catwoman. His second love.

"Want some company?" She took his silence for a yes and sat beside him on the bench. "I didn't know you made a habit of afternoons in the park."

"I don't."

Selina looked at him strangely, surprised at the brusque answer. "I do, sometimes," she said, just to make conversation. "Especially this one, since it's so close to the zoo. I have to walk off the anger when I see those animals penned up when they ought to be running free. Now that my mountain lion preserve is a reality, I've started campaigning for the zoo to release the big cats there. Unfortunately, it's run by some particularly stupid humans, and they look at me like I ought to be locked up. "I'd like to lock them up and see how they like it!" she snorted.

Bruce said nothing, but a half smile formed itself involuntarily. His world might have turned upside down, but some things would never change. It was comforting, somehow. He turned to look at her for the first time, bracing himself, waiting for the flood of emotions that overtook him every time he saw her.

Only...nothing happened.

Bruce was stunned. He studied her carefully, without appearing to do so, trying to figure out what was different.

She looked the same, just as stunningly beautiful as always. Her blonde hair still looked like impossibly soft spun gold, the green eyes glaring at the distant shape of the Gotham Zoo still glittered like emeralds, and, all things considered, he stood by his opinion that the mouth pursed in disapproval was the single most perfect pair of lips in the history of the world.

The only difference was that for the first time ever it failed to affect him in the slightest. He felt numb.

Maybe, he thought, maybe I never was in love with her. Maybe it was never anything but infatuation, friendship mixed with simple physical attraction. Maybe —

Selina was looking at him expectantly, and he realised she had asked him a question.

"I'm sorry," he apologised. "I'm afraid I wasn't listening to a word you said."

"Bruce, are you all right? You're not yourself today."

He shook his head. "To tell you the truth, uh, I haven't really been myself in months. And this isn't one of my better days."

"What's wrong?" she asked, with the concern of an old friend, nothing more.

To his great surprise, Bruce found himself telling her as much of the story as he could.

"My...my fiancee got mixed up in some very bad business. Something to do with the deaths of those gangsters a few months back. You know, the murders Batman was blamed for at first. Anyway, she left. I don't...I'm not even entirely sure if she's alive or dead, now."

Selina looked stunned. It was so unexpected she didn't really know what to say, so she murmured stupidly, "I didn't realise you were engaged."

"It was years ago. We met again Christmas, and, um, decided to see if we could make it work this time. We couldn't." He tried to shrug it off, but the pain in his voice defeated the casual gesture.

"I'm sorry, Bruce. Really. If there's anything I can do...." She touched his hand with gloved fingertips, and he pulled away.

"No. There's nothing you can do. There's nothing anyone can do. I just have to get through it by myself, that's all."

Selina nodded sadly. "I know. I seem to have been dumped myself — and ironically I think it may have something to do with the same business."

Bruce gave her a sharp look. "What do you mean?" he asked, although he had a bad feeling he knew.

"Oh, it's not as bad as your situation, but ever since he was framed for those murders, Batman won't have anything to do with me. I was away when all that happened, and I haven't even set eyes on him since I got back. It almost seems like he's avoiding me for some reason. Funny, I always thought...well, doesn't matter. I certainly shouldn't be crying on your shoulder."

"I'm sorry," he told her hoarsely, suddenly feeling even worse. He had been avoiding her, and now he felt guilty on top of being depressed. And the only way he could apologise for making her yet another victim in this soap opera was to pretend to be expressing merely friendly condolences.

Selina shook her head slowly, lost in her own thoughts. Suddenly she appeared to snap out of it.

"Well, that was maudlin," she grinned. "I guess they won't have to turn on the sprinklers tonight, huh?"

Bruce couldn't help grinning, just a little bit.

"How about the two of us walking wounded having lunch together next week?" Selina invited. "I seem to remember we have more in common than manic depression."

The smile faded. He knew the overture was made strictly out of friendship, but still it made him feel a little wary. After all, not that long ago she told him she didn't want to see him any more. "Thanks anyway, Selina, but I'm not sure that would be such a great idea right now. You understand."

"Yeah. But you don't have to be a complete stranger, either. Okay?"

He nodded. "Right. And thanks for the company this afternoon. I really ought to head back to the office now, though. I'll see you around."

Selina watched him go. "Hmm," she said to herself. "First Batman, now Bruce. I must be losing my touch."

Later that evening, the depression having passed for the moment, Bruce strode into the kitchen at Wayne Manor to find an unexpected visitor waiting for him. His teenage ward, Dick Grayson, sat at the table consuming a bag of marshmallows under the disapproving eye of Alfred Pennyworth.

"Hey, Dick. What are you doing home?" Bruce inquired cheerfully, with an affectionate pat on the boy's shoulder.

Dick swallowed his mouthful of gooey marshmallow with a gulp. "Well, I don't have any classes in the morning, and there's been an outbreak of food poisoning in the cafeteria, so I thought I'd come home for the night and take advantage of one of Alfred's culinary masterpieces."

"Providing, of course, that you haven't already spoiled your appetite by indulging in those revolting sweets, Master Dick," Alfred reproved gently.

"No problem." He reached for another.

Bruce smiled fondly. "Dick's a growing boy, Alfred," he reminded the butler. "He can eat 24 hours a day and still be ready for another meal."

"Besides, I get plenty of exercise," Dick reminded them. "Speaking of which...want some company on your rounds tonight, Bruce?"

"Sure thing." Bruce leaned against the counter, watching Alfred go about preparing dinner with effortless efficiency.

"I ran into Selina Kyle this afternoon," he announced expressionlessly. "She invited me to lunch, but I turned her down."

Alfred's tight-lipped expression relaxed noticeably at the last words. His back was to Bruce, but Dick caught the distinct look of disapproval and wondered about it. He had never met Selina, but he knew the story, and he'd always been under the impression that Alfred hoped she and Bruce could come to some sort of understanding one day.

"Maybe I shouldn't have," Bruce continued in a musing tone. "The more I think about it, the more it seems that might be just what I need: the company of a beautiful woman who isn't interested in anything other than companionship. It might be good for the two of us to be friends without wanting or expecting anything more. No pressures on either of us."

Alfred's only reply was, "Dinner will be ready in precisely twenty minutes, Master Bruce."

Bruce nodded. "Thanks, Alfred. I'll go upstairs and change. And I think I'll call Selina and tell her I've reconsidered. I owe her that much." Dick waited until his guardian was out of earshot before he spoke. "I take it you don't think that's such a hot idea, huh, Alfred?"

"No, lad, I don't."

"The old rebound thing?"

Alfred sighed. "Precisely, Master Dick. In spite of what he says, I believe at one point Master Bruce truly loved Ms. Kyle," he explained worriedly. "It's quite possible he was 'on the rebound' as you say, from that particular relationship when he met Miss Beaumont again. And in his present emotional state I shudder to think what another entanglement with her could do to him."



"And once again Gotham City is speculating about the identity of the mysterious 'Batgirl' who appeared suddenly on the Gotham night scene about three weeks ago. The career of the city's newest costumed crimefighter almost came to a swift end last night as this tape from a home video enthusiast shows us...."

Selina hit the mute button, putting a stop to Summer Gleeson's rather annoying voice in mid-sentence. She leaned forward, watching the images on the TV screen intently. The tape showed Batgirl, in pursuit of a burglar, attempt to leap from one rooftop to that of an adjacent building. Unfortunately she misjudged the distance, barely managing to touch the cornice before she lost her grip and fell four stories, finally catching hold of an awning and stopping her descent.

Selina winced. "That was pathetic," she told her secretary. "The girl has no idea what she's doing. I don't think she had any real training at all before she hit the streets. She'll get herself killed."

Maven Kincaid nodded in agreement. "Didn't you tell me you know who she is?" she asked.

"Mm hmm. None other than the police commissioner's only daughter. I ran across her — deliberately — a few nights ago. Wanted to find out what her game was. Starry-eyed little idiot doesn't even have enough sense to keep her mask pulled down. Some crimefighter."

It never occurred to Maven, who in her own way was as loyal to her boss as Alfred was to his master, to point out that despite the rigorous training Selina had put herself through before donning the cat mask, she hadn't been at work very long before Catwoman's arrest made her identity public knowledge.

Selina sighed, making a decision. "I'm probably going to regret this," she said as she reached for the phone book.

"I'm almost certainly going to regret this," she amended, dialing the number.

Maven smiled. Selina could protest to the ends of the earth that she was no crimefighter, and her own agenda was the only one that mattered to her, but that certainly never stopped her from doing anything heroic when she thought it was right.

Barbara Gordon picked up the phone on the third ring, grimacing a little as she jarred the fingers she sprained grabbing that awning last night.


"Hello, little one. Remember me?" purred the voice on the other end.

Barbara's face drained of colour as she stammered, "Uh, I think you must have the wrong number."

"Oh, I don't think so. I saw your exploits on the news tonight, and I wasn't very impressed. I doubt your father would be, either."

Barbara bit her lip. She was in over her head. As usual.

"I thought you said you didn't want anything from me except to satisfy your curiosity," she said, trying not to sound intimidated.

"I changed my mind. Meet me at midnight on the same rooftop as before. And try not to fall off this time, little one."

"Oh, great," Barbara told the dial tone. What in the world could Catwoman possibly want with her?

Batgirl arrived at the rendezvous point well ahead of schedule, anxious to get out of the house before her father came home from whatever emergency had called him back to the station right after dinner. To pass the time, she brought her schoolbooks, but found herself unable to concentrate on the English assignment.

She looked around the third story roof of the east Gotham apartment building. Somehow it didn't seem quite as cozy as it had a couple of weeks ago.

Sighing, she settled back and gazed out at the lights of the city. A moment later, the Bat signal flared to life in the northwest.

"Safe to say you won't be missed at home for awhile," said a husky voice from the shadows behind her.

Catwoman moved into the light and stretched with distinctly feline grace. A small, lean cat, such an unusually dark shade of grey Barbara mistook it for black at first, followed her, rubbing around her ankles.

"Well, you're on time. That's a good sign."

Batgirl stood and faced the newcomer. "Why'd you want to see me?" she asked.

Catwoman, prowling restlessly back and forth, paid no attention. Eventually she stopped, looking down at the alley below.

"So," she said, without turning. "You want to help people and fight crime, do you?" Quoting Batgirl's words from their first meeting back at her.

"Uh, right."

Catwoman turned to study the younger woman, eyes narrowing slightly behind her black mask.

"But the first rule of the game, little one, is that you have to be able to help yourself. Otherwise you'll be useless at trying to help anyone else. And if what I saw tonight was any indication, you don't seem very capable of taking care of yourself."

"Hey!" Barbara objected resentfully. "You can't — "

Catwoman smiled. "Actually, I can. But that's not the point. The point is that right now you're an unskilled amateur with no idea what you're doing most of the time. You need training. That's where I come in."

Batgirl gaped at her. "Let me get this straight — you're offering to train me? Why? What's in it for you?"

"I don't know yet," the other woman answered honestly. "But I'm very good at what I do. I trained myself, by watching cats. They showed me all the moves; the rest was practice." Martial arts classes didn't hurt, either, but there was no point in telling all her secrets.

"Of course, this is a little different. You've chosen to model yourself after Batman, and his methods are very different from mine. But I have picked up a few of his tricks here and there, and I can show you the basics."

"Ohhkay," Batgirl answered slowly, hoping she wouldn't regret it.

Two and a half hours later, tired and sore and a little out of sorts to note that her tutor wasn't even out of breath, she was starting to think this might work out after all. Catwoman had given her some tips about facing off against the bad guys, and taught her some moves Barbara was fairly sure her gymnastics coach had never seen before.

She peeled back one blue-black glove, checking her watch, making a face as she saw it was after 2:30. "Ugh, I've got an 8 o'clock class!"

Selina smiled. "You should have thought of that before you picked this line of work."

"Actually, it sorta picked me."

"Mm hmm. It does that. Ready to go home, Isis, my sweet?"

The cat, serenely washing herself on the edge of the roof, looked up and gave a meow of assent, then went back to her grooming.

The two women made an appointment for their next session. Batgirl said her goodbyes to her enigmatic new teacher, grabbed her bookbag, and swung her legs over the edge to the fire-escape ladder. Unfortunately, as she did so, the toe of one boot caught the cat squarely off balance, knocking her off the roof! Barbara gasped in horror.

"Isis!" screamed Catwoman. She rushed to the side, almost collapsing with relief when she saw her beloved pet safe and sound, if a little dazed, on the 2nd floor landing.

She turned furious eyes on Barbara, who climbed back on the roof, stammering apologies.

"I-I'm so sorry! I love cats. I — "

Her words ceased abruptly as she felt a stinging slap across her face. Her hand went to her cheek and she gaped at her companion, eyes tearing a little.

Catwoman got control of her temper with some difficulty. She took several deep breaths before she trusted herself to speak.

"Listen to me, you little idiot," she said coldly. "I decided to train you to keep you from getting killed, but so help me, if you ever endanger my cat again I'll kill you myself!"

Barbara, still holding the injured cheek which was now turning as red as her long hair, bit her lip and tried not to flinch under the gaze of those flashing green eyes.

"D-do you still want to keep our next appointment?" she asked hesitantly.

Catwoman shrugged. "Why not?" she replied calmly, and jumped down to join Isis, leaving Batgirl staring after her openmouthed, wondering if she'd ever figure out her new acquaintance.


Over the next couple of weeks, the training sessions began to show promise that the clumsy amateur might someday actually become a crimefighter to be reckoned with. Stranger still, the two women had taken a genuine liking to each other, and were well on their way to becoming firm friends...especially since Selina now made a point of leaving Isis at home.

In spite of that, neither of them made any attempt to carry their friendship over into their personal lives. At least not until the afternoon Barbara played heroine with an injured kitten and naturally called the most qualified person she knew for help....

The Bat signal showed clearly against the dark clouds. Moments after it was turned on, Batman landed lightly on the roof of police headquarters. "What's up, Jim? I thought things seemed pretty quiet tonight."

Commissioner James Gordon turned off the beacon and sighed.

"It's not a crime this time," he told his old friend.

"Then what?"

Gordon ran a hand through his wavy white hair and answered, "I need information — about a friend of yours. The Catwoman."

Batman's eyes narrowed slightly. "What about her? I'm pretty sure she hasn't been up to her old tricks again."

"No, nothing like that," the commissioner replied hastily. "It's just that when I went home this evening I found my daughter, a bandaged-up kitten, an astronomical vet bill, and Selina Kyle in my living room.

"Barbara says she rescued the cat from some neighborhood dogs that were mauling it. We haven't had cats in several years, and our old vet's no longer practicing, so apparently she called the one person she could think of who'd know the best. And Miss Kyle rushed to the rescue."

"She would. I didn't know they knew each other."

Gordon snorted. "Neither did I, but according to Barbara, they crossed paths a few weeks ago and took a liking to each other."

"And you're not sure you like the idea of your daughter being friends with a convicted criminal," Batman guessed.

"I just want to know if the woman can be trusted."

Batman considered carefully. "I'd trust her with my life — and I have, more than once — but not with the keys to the vault. But I wouldn't worry about Barbara if I were you," he added. "Selina has a...a fanatical sense of loyalty, and if she cares about someone, she'll put herself on the line for them, to the bitter end."

Gordon nodded. He wasn't really happy about it, but he had told himself he would listen to Batman's assessment, figuring he knew Catwoman better than just about anyone.

"You probably think I'm being an overprotective father, worrying about nothing. Well, maybe I am. But it isn't easy being a single parent, believe me."

"I know," Batman answered quietly. "I know very well how hard it can be."

Gordon turned an astonished gaze on the empty spot where Batman had stood seconds before. Gone again, dammit.

He wondered what Batman had meant by his last statement. It sounded as if he was speaking from personal experience about the difficulties of single parents. Gordon thought of Robin and wondered, not for the first time, about the relationship between the two of them. Surely the boy was too old to be Batman's son, but who could tell with those masks?

Realising this was getting him nowhere, Gordon abandoned the speculation. He had problems of his own, and the promise of an early night was something altogether better to occupy his mind.

Besides, he'd promised Barbara he'd pick up some cat food on the way home.


The terrace door opened with a tiny click. As the woman stepped inside, she brushed against the curtains, causing the faintest rustle of cloth. But small as the sounds were, they were enough to be heard. Instantly half a dozen cats converged from different corners of the darkened apartment, forming a screaming chorus at her feet.

"Hello, babies," she said softly. "Miss me? I'm sorry I'm late tonight, but it couldn't be helped."

"What have you been doing?" inquired a deep, raspy voice from the darkest corner of the room.

If she was surprised at his presence, she managed not to show it. She crossed to the sofa, gently urging a slim white cat called Nefret to stay out from under her feet, and switched on the lamp. Subdued light spilled out into the centre of the room, leaving the corners in shadow.

"I've been doing a job that by rights should be yours," she answered finally. Then she added pointedly, "Of course, you've been neglecting a lot of things lately, haven't you?"

He ignored that. "What job?"

"The girl. I've been training her."

"I'm glad. She needs it. This is no job for amateurs. But what made you decide to get involved?" he asked curiously.

Catwoman shrugged, bored with the subject. "Maybe I just decided I needed a teenage sidekick of my own," she answered offhandedly. Watching him out of the corner of her eye, she asked, "Did you really come here after all these months to talk about Batgirl?"

Batman shook his head.

"Then what did you come for?"

"To find out why you're suddenly so friendly with Barbara Gordon."

Catwoman, who had started toward him with her most seductive walk, stopped in her tracks. She looked surprised for a second, then something struck her as funny and she gave a husky laugh.

"I might have known Commissioner Gordon wouldn't waste much time calling you. You should have seen his face when he walked in tonight and saw me in his house! I don't think he approves of his daughter's choice of friends."

"He's just concerned about her, that's all. He wanted my advice."

"Which was?"

"Which was not to worry — Barbara can take care of herself, and you won't be a bad influence on her."

Catwoman gave a hoot of laughter. "I wouldn't count on it! Either one."

Batman didn't quite see the humour in it. "I told Gordon I trusted you. Don't make a liar out of me," he warned.

A light touch on his arm stopped him as he turned to leave.

"I guess I should be grateful for the vote of confidence, at least," she told him seriously. "But I'm not very happy about you ignoring me until you need a favour, Batman."


He stood regarding her silently, wondering if he should just leave things as they stood — unresolved but neutral — or if it would be kinder to end things between them once and for all, confirm her suspicions and risk losing a friend and ally.

In the end, she made his decision for him. Pitching her naturally sexy voice to an even more seductive tone than usual as she reached up to trace the bat emblem on his costume with one black-gloved fingertip, she purred, "I don't really want to talk about Batgirl or Barbara or her father — or about anyone else for that matter. Wouldn't you rather talk about us? "

This was it. A perfect opening for a moment he'd been dreading. Gently, he moved her hand away from his chest.

"There is no 'us', Selina. Not anymore."

She'd known it all along, of course, had stoically confided to both Maven and Bruce that she thought Batman and Catwoman were finished, but the final words still came as something of a shock. She stood frozen, not quite able to grasp the reality of losing him.

He watched her, hating himself for hurting her, but unwilling to lead her on. Their alter egos had spent a considerable amount of time together the last several weeks, becoming closer friends than he would have imagined, and in all that time he hadn't been able to find more than a trace of the love he'd once felt for her. (Of course, he hadn't really looked, since he had convinced himself he no longer loved her.)

"So it's really over?" she asked finally, her voice barely more than a whisper.

"I'm afraid so," he answered in the same tone. "Catwoman, I'm—"

"Don't you dare say you're sorry, Batman! Don't even think about it!" she interrupted with a sudden flash of temper.

He nodded briefly, grateful for the warning. "All right. Just...please don't quote that stupid line from that stupid movie."

She managed a genuine laugh at that, having always held the same opinion of that bit of popular philosophy. She grew solemn again quickly, though.

"This isn't exactly the ending I pictured, Batman. So...quiet. Amicable. I sort of always figured we'd go out with a blaze of glory, maybe end up deadly enemies, who knows? Of course, I really always hoped it wouldn't have to end at all. I really thought it could work. But...maybe that was just an unrealistic dream."

"Maybe. I hoped we could make it work too, Selina."

Catwoman looked around the living room sadly. She gestured to a spot a few feet away. "Right there is where you told me you cared 'more than I would ever know', remember?"

He nodded. "I still care," he told her, putting his hands on her shoulders. "Just...not quite in the same way anymore. We're both creatures of the night, loners...too independent. Maybe it's best we just be friends."

She shook her head, reacting as if he'd slapped her. "I guess I'm not used to being on the receiving end of that line. It's not exactly pleasant."

He wondered if she was remembering the same thing he was: a cold winter morning, a limo ride, and her telling him gently but firmly, "Bruce, I like you. A lot. But as a friend."

Remembering the pain he'd felt on that occasion, he put one hand under her chin, tilting her head to look into her face. "Will you be all right?" he asked with concern.

She shrugged away. "Cats are survivors," she said impassively. "I'm fine. See you around, friend."

Batman nodded and slipped through the terrace doors into the night, understanding himself to be dismissed.

Slowly, Selina took off the grey and black cat mask and lowered herself to the arm of the sofa. Isis, on the back, rubbed her head against Selina's comfortingly as the tears began to fall.