The film's story is divided into three time-lines:
-Blue represents the present
-Red represents close flashbacks
, which deal with Bruce Wayne 3 years earlier
-Green represents distant flashbacks
, which deal with Bruce Wayne aged 8 years old
In the present
and close flashbacks
, Bruce Wayne is played by Christian Bale
and Rachel Dawes is played by Katie Holmes
. In distant flashbacks
, Bruce Wayne is played by Gus Lewis
and Rachel Dawes is played by Emma Lockhart
A large swarm of bats fly from left to right of shot. Back-lighted by a reddish sky, they make the shape of Batman's symbol.Distant flashback:
Bruce Wayne and Rachel Dawes are playing in the Wayne Manor garden. Bruce falls down an sealed up well and fractures his arm. He is then attacked by a swarm of bats emerging from a large gaping crack at the well base.Present:
Bruce wakes up from the nightmare in a Chinese prison. It becomes apparent that Bruce is regularly attacked by other inmates who brawl with him 6 to 1 at breakfast. Having beaten the majority of them, Bruce is punished with solitary confinement by the prison guards. In solitary, Bruce is approached by a man called Henri Ducard (Liam Neeson
). Ducard displays a great deal of knowledge and authority by getting an audience with Bruce from the prison and by stating that he knows who Bruce is. Ducard then offers Bruce a place in the League of Shadows -- a collective of vigilantes and assassins. He deems that the League can offer Bruce a path to true justice instead of 'locking himself away with criminals to take them on one at a time.' Ducard arranges for Bruce to be released in the morning, when he will have to decide whether he will accept Ducard's offer. Should he do so he must pick a rare blue flower from the eastern slopes and carry it to the top of a nearby mountain.
Bruce is released, as promised, and carries out his task. After carrying the flower to the top of the mountain, Bruce finds himself at the door of the League of Shadows headquarters. Inside he meets Ra's al Ghul (Ken Watanabe
), the head of the League, and is confronted by Henri Ducard once again. Bruce hands over the blue flower and in doing so completes his test for membership. Ducard then suddenly attacks him, warning the exhausted Bruce that 'death does not wait for you to be ready.' Although Bruce fights back he is easily beaten and collapses.Distant flashback:
Bruce is still in the well after being attacked by the bats. His father, Dr. Thomas Wayne (Linus Roache
), comes down to rescue him and sets Bruce's fractured arm with the help of the family butler Alfred Pennyworth (Michael Caine
). Thomas Wayne comforts Bruce by asking 'Why do we fall? So we can learn to pick ourselves up'. Later on Bruce admits to his father that he was scared of the bats and is now suffering nightmares. After being comforted further, Thomas shows his son the pearl necklace he'll give to his wife as a gift.
That night, Thomas and Martha take Bruce to the opera via monorail. While on the train, Thomas confides that the city is in an economic downturn, and his company Wayne Enterprises funded the construction of the trains, routing them into the center of the city. Thomas, however, leaves running of the company to more interested people, prefering to work as a doctor at the hospital. While watching the opera Mefistofele
Bruce is frightened by the bats in the production, which remind him of the bats that attacked him and asks his father if they can leave. Outside, in an alleyway, a man named Joe Chill (Richard Brake
) accosts them with a revolver and demands the pearl necklace Thomas gave to Martha. A fight breaks out, and in the struggle, both Thomas and Martha are shot and are mortally wounded. Chill runs away, leaving Bruce alone with his parents. Before dying, Thomas manages to tell Bruce, "Don't be afraid...."
That night, Bruce is watched after at the police station by officer James Gordon (Gary Oldman
). Midway through, police commissioner Gillian B. Loeb (Colin MacFarlane) comes in and informs Bruce that the police have caught Chill.
Bruce is put into Alfred's care. After the funeral, Wayne Enterprises CEO William Earle (Rutger Hauer
) tells Bruce that the company will be looked after until Bruce grows up. Alfred tries to console Bruce when the boy confesses that his parents' deaths were his fault because he asked to leave the opera early.Present:
Ducard asks Bruce if he still feels responsible for the death of his parents. Bruce responds that his is far too angry to feel guilty. His training with the League of Shadows begins. He is trained in the arts of ninjutsu, stealth, combat theatricality and deception. Bruce is trained not only to fight 6 men but to 'engage 600.'
Ducard enforces his belief that all forms of crime must be fought without mercy and pity. Ducard explains that his wife was murdered and that he joined the League when he achieved his vengeance. Bruce reveals that he can't claim his vengeance.Close flashback:
14 years after his parents were killed, Bruce arrives at Wayne Manor from Princeton University; he's come home for Joe Chill's parole hearing. Alfred still manages the house and expresses his concern over Bruce. Rachel is now an Assistant District Attorney and takes Bruce to the hearing. Unknown to her, Bruce is concealing a revolver, with which he plans to shoot Chill down if he is released.
In the hearing, Chill expresses remorse for the murder of Bruce's parents and is given parole should he testify against his cellmate, gang boss Carmine Falcone (Tom Wilkinson
). However, before Bruce can act, a female assassin posing as a reporter comes up with a pistol in hand and shoots Chill. Bruce watches as Chill bleeds to death and the assassin is arrested.
Driving away after the incident, Rachel lectures Bruce afterward on the difference between justice and revenge and reveals that Gotham City is still suffering because of Falcone's illegal drug empire. Rachel then slaps him harshly when he reveals that he was planning to shoot Chill. She tells him that his father would be ashamed of him.
Bruce, convinced that he has nothing to lose, makes his way to a bar in the Gotham underworld to confront Falcone. Falcone brags about his control over the city's police and judges, even pointing out who he has in his pockets who is present. He then threatens Rachel and Alfred to prove that Bruce does have a lot to lose. His thugs beat up Bruce and he leaves. Left no other choice but to run away, Bruce stows away aboard a cargo ship leaving the port.
Bruce is then shown in China stealing food to survive and eventually getting involved in gangster operations in order to infiltrate them. He is then arrested - ironically, in the act of stealing Wayne Enterprise crates - and sent to the prison Ducard discovered him in at the beginning.Present:
When Bruce reaches a skill level in which he is an equal to the majority in the League, he faces Ducard in combat. However, he is exposed beforehand to the vapors of the blue flower he brought up to the mountain earlier. The smoke distorts his senses and makes him hallucinate about bats, his greatest fear. Bruce overcomes his phobia and employs a clever trick to best Ducard in a sword fight, passing the trial.
Ra's al Ghul sends for him and Ducard. Ra's puts Bruce to one final task before becoming a full member of the League. The task is to execute a prisoner of the League -- a man who has stolen his neighbour's land and killed them. Bruce refuses. Ra's reveals to Bruce that he has been trained in order to lead the League to Gotham City, which is corrupted by evil to such an extent that it must be razed. Bruce sets a diversion, and lighs the League's headquarters on fire and is forced to fight al Ghul while the the rest of the League escapes the wreckage to safety. Ducard is knocked out by Bruce who then manages to fend off Ra's, who is killed instantly when a roof beam collapses on him. Bruce picks up an unconscious Ducard and rescues him from the building as it explodes. Bruce leaves Ducard in the care of a villager.
Bruce contacts Alfred, who arrives in a private jet to pick him up. Alfred reveals that Bruce, who has been away for seven years, has been legally declared dead by William Earle so that Earle can take Wayne Enterprises public. Bruce says it's a good thing he willed everything to Alfred, who jokes that Bruce is welcome to borrow the Rolls-Royce....so long as he brings it back with a full tank. Bruce explains to Alfred a plan he has to fight the Gotham underworld by taking on a new persona, which all criminals will fear.
In Gotham, a serial killer named Victor Zsaz (Tim Booth
), who is allegedly insane, is being transferred from a regular prison to the Arkham Asylum on the opinion of Dr. Jonathan Crane (Cillian Murphy
). Rachel challenges this as Zsaz is yet another one of Falcone's thugs that Crane has had moved to the Asylum and away from prison, and goes unnoticed due to Falcone's corrupt influence. Dr. Crane meets with Falcone later on that night and demands that Rachel be dealt with. When Falcone refuses, Crane threatens him with the knowledge that his unknown boss is coming to the city.
Holed up in Wayne Manor, Bruce begins to work out what has happened since he has been away. While doing so he spots a bat flying around the ceiling. He goes back to the abandoned well and climbs down. Through the crack in which the bats appeared when he was attacked in his childhood, Bruce finds a huge cave filled with bats, which is connected to the lowest foundations of Wayne Manor. Coming to terms with his fear he establishes the cave as his base of operations.
Bruce decides to announce his return and reports to Wayne Enterprises, where he makes a dramatic entrance to his own company's building by seducing a secretary into playing office golf. Earle, clearly shocked, warns him that he cannot prevent the company from going public at this later stage. Bruce explains that he is not bothered by this and that all he wants is a job, preferably in Applied Sciences.
Earle sets this up and Bruce goes to meet his new 'boss', his father's best friend Lucius Fox (Morgan Freeman
). Fox explains to Bruce that the Applied Sciences Department is a dead end, where Earle can reassign employees he considers troublemakers. Fox introduces Bruce to some of the equipment he's invented, that Bruce finds worthy. One is a special bulletproof Nomex survival suit, a Kevlar suit that will stop knives and any gun but a straight shot. It was meant for military use, but it apparently never caught on because the Army didn't think soldiers' lives were worth the $300,000 cost. Other items Fox shows to Bruce include a grappling gun and a safety harness. Bruce casually asks Fox if he can 'borrow' the gear for spelunking. Fox allows it, considering all the equipment to belong to Bruce anyway, though he is curious why Bruce is expecting to run into a lot of gunfire in the caves he's exploring.
Bruce continues to explore the cave where he and Alfred find the lower foundations of the southeast wing of Wayne Manor and an old elevator shaft leading back up the house. Bruce also begins to modify the battle suit he borrowed adding bat-shaped gauntlets and spray-painting it a dark black.
A few nights later, Bruce dons a ski mask and the grappling gear, goes to the police station, and breaks into Gordon's office, recognizing Gordon, who since we last saw him has been promoted to sergeant, to be one of the city's few uncorrupted cops. By threatening him with a staple gun behind his back, Bruce questions Gordon on what it would take to bring Falcone to justice. Gordon responds that leverage on the corrupt Judge Faden and a D.A. brave enough to prosecute will be needed. Bruce tells him to watch for his sign, then escapes by jumping off the roof across to the next building, injuring himself in the process. Gordon tries to give chase, but it proves worthless to chase a random nut.
Bruce realizes now that he needs a lightweight fabric to make a glider wing or parachute. He goes back to Fox and asks if there is any technology there that would suit him for 'BASE-jumping.' Fox shows him a special material called memory cloth, which is designed so that the molecules realign to form any type of rigid shape when an electric current passes through it. Bruce then takes interest in a tank-like transport called the Tumbler. As he drives it around an open warehouse floor, Fox explains that it was built as a bridging vehicle for the army. It is able to accelerate to high speeds, is tricked out with a variety of gadgets and weapons, and has a booster rocket that can send the vehicle into a "rampless" jump. At the end of the session, Fox asks Bruce what he thinks of the Tumbler. Bruce only has one question: "Does it come in black?"
Back in the cave, Bruce adds further modifications to his suit, adding a radio transmitter, a cowling, the memory cloth, and a utility belt. He makes steel shurikens in the shape of a bat. He explains to Alfred that he has chosen the bat as his symbol because bats frighten him and it's time that his enemies shared his dread.
At the docks, Falcone and a corrupt police officer, Arnold Flass (Mark Boone Junior
), are watching Falcone's thugs unload a shipment of drugs from an inbound cargo ship. The drugs are concealed in toys -- stuffed bears and rabbits. The bears are to go to the drug dealers and the rabbits to a mystery man in the Narrows -- a poverty-stricken area of Gotham overrun by crime. However, three of the thugs mysteriously vanish leaving nothing but a loud scream as they vanish into the darkness. As the others investigate, more disappear. The Batman quickly disposes of the remaining thugs and attacks Falcone.
Gordon and his officers arrive to find the drugs and disarmed thugs at the scene and Falcone bound to a searchlight with his coat cut in such a way as to produce the shadow of a bat in the night sky.
Meanwhile, Rachel is getting off a monorail train, while being shadowed by two thugs. She notices one and threatens him with a taser. He runs in fear when he sees Batman beating up the second thug. As Rachel turns she screams at the sight of Batman. He produces photographs compromising Judge Faden and then disappears as a police officer shows up.
The news the next day of a 'Batman' has the whole city talking. Rachel and the D.A.'s office decide that there is enough evidence to put Falcone on trial despite it been given to them by a vigilante.
Alfred wakes Bruce up at 3:00pm in the afternoon, despite Bruce's pleas for more sleep, and then frets over the bruises and injuries that he has taken the previous night. He informs Bruce that he must live the life he would normally in public in order not to raise suspicion - doing such things as drive exotic sports cars, date movie stars, buy things that are not for sale, etc.
Earle is informed that a Wayne Tech Enterprise weapon, a microwave emitter, has been stolen from one of their cargo ships. The emitter is another military weapon, which uses focused microwaves to vaporize an enemy's water supply.
Bruce takes Alfred's advice quite to the extreme. His first night, he attends a party at a hotel with two female escorts, who almost get Bruce kicked out by bathing in the decorative fountain. Without hesitating, Bruce gets out of the situation by writing a check and purchasing the hotel on the spot. There he meets Rachel for the first time since returning from China. Although he tries to convince her that the way he is acting isn't really him, she tells him that "it's not who you are underneath, but what you do that defines you."
Falcone has cut his wrists in prison to bolster his insanity plea and enable a move to Arkham Asylum. Dr. Crane is brought in to assess his "insanity". Once they're alone, Falcone demands that Dr. Crane move him or he will tell the police to have a closer look at the drugs Falcone has been trafficking for Dr. Crane. Dr. Crane asks Falcone if he wants to see the mask he uses in his experiments at the Asylum, which he says the patients can't stand. He pulls a burlap-sack mask out of his briefcase. He releases gas from his suitcase and puts on the mask, which acts as an air filter. Falcone screams with fear at the hallucinations caused by the gas. Dr. Crane is next seen leaving the room with his masked stored away, while Falcone's screams can still be heard. Dr. Crane tells the warden that Falcone isn't faking and should be moved to the Asylum.
The following night Batman visits Gordon and tells him that only half the drugs brought in on Falcone's ship were to be sent to the dealers. He and Gordon conclude that it would help to interrogate Flass, who Batman identified at the docks making his escape. Flass is pickpocketing money from a food vendor on the street while being served falafel. As he walks away into a narrow alley, he springs a trap and is flown upside-down to the rooftops, suspended from Batman's grapple cord. Threatened by Batman, Flass tells him about the bear and rabbit shipments, that the rabbits make their way to the Narrows, and that there is some other substance hidden in the rabbits. Batman returns Flass to the ground and disappears. Meanwhile, Rachel's boss, the district attorney, is shot and killed by an assailant disguised as a police officer when he finds Wayne Enterprises' missing microwave emitter in one of Falcone's containers.
Batman makes his way to the Narrows and finds an apartment stuffed with cuddly rabbit toys stuffed with the drugs. At that moment Dr. Crane and two of his men enter and Batman hides. At Dr. Crane's orders, the thugs douse gasoline around the apartment. Batman comes out of hiding and beats the two thugs. Dr. Crane, wearing his burlap mask, emerges and gases him with the same gas he used on Falcone, using gas cylinders hidden in his shirt cuffs. Batman falls helplessly to the floor and scrambles around hallucinating bats and his parents' death. Dr. Crane douses him in gasoline while taunting him. He then lights a cigarette lighter and throws it at Batman's chest, causing his suit to burst into flames. Batman throws himself out of the window into the rain swept streets of the Narrows and hits the street with a thud. Desperately rolling around he puts out the flames, to the shock of the on-lookers, and then stumbles about trying to get his grapple gun. He fires the gun upwards and is carried to to a nearby rooftop. From there he grabs his communicator and calls for Alfred to help him. He's still suffering from the hallucinations. Alfred arrives and takes Batman into the car and drives him to the Manor. Batman tells him to 'take poison...blood...blood poison', before passing out.
Hearing his father's voice asking 'Bruce, why do we fall?", Bruce wakes up in his bed as if from a nightmare. Alfred reveals that he has been unconscious for 2 days and that today is his birthday -- 'many happy returns.' Bruce tells him that he has felt the effects of whatever Dr. Crane used on him before but not as strongly. Fox comes in and warns Bruce that he's been 'hanging out in the wrong nightclubs.' Alfred explains the he called Fox to help treat Bruce. Fox, after making a point of how hard he has worked to save Bruce, explains that he has created an antidote to the toxic gas. When asked if he could make any more of the antidote, Fox expresses concern that Bruce is willing to 'go back to the same club' and gas himself again, but he promises to bring what he has. He also explains that the antidote will inoculate people against the toxin.
Rachel turns up at the Manor to give Bruce his birthday present and to apologize that she can't make his birthday party that night. Her boss has been missing for two days; she jokes bitterly about searching the river for his body. She cuts away from the conversation as she get a message informing her that Falcone has been moved from prison to Arkham on Dr. Crane's orders. She rushes off to challenge Dr. Crane's decision. Knowing the she is in danger from Dr. Crane, Bruce changes to Batman, despite the guests who will soon arrive for his party.
Rachel arrives at Arkham and watches Falcone -- now genuinely insane -- mumbling the word "Scarecrow" over and over. When she questions Dr. Crane on the meaning of scarecrow, Dr. Crane explains that a significant number of inmates focus their paranoia on an external tormentor, such as a scarecrow. Both are unaware that Batman is listening from outside. When Rachel demands that Falcone be evaluated by Dr. Lehmann, the court's psychiatrist, Dr. Crane leads her into the lower floors of the Asylum. To her horror, Dr. Crane brings her to the basement where inmates are pouring a toxin into the water pipes below. Rachel runs for it but Dr. Crane catches her, now wearing his burlap mask, and gases her with his toxin. A terrified Rachel is interrogated by Dr. Crane in the basement. Suddenly the lights go out. Dr. Crane acknowledges that the Batman has arrived. He tells the guards not to worry about Rachel as she has been given a concentrated dose and will not last long, but to phone the police. He explains that the police can't stop the toxin, but Batman might -- unless the police stop him first.
Although Dr. Crane's henchmen are prepared, Batman appears in the basement and overcomes them all easily. He gasses Crane with his own toxin. He interrogates Dr. Crane, who lets slip that he is working for Ra's al Ghul before passing out. Batman picks up Rachel and takes her high up on the landing before the huge stairway at Arkham's entrance. The police arrive. Not willing to wait for backup in the form of a SWAT team as Flass is, Gordon goes into the building and is grabbed by Batman. The SWAT teams arrive. Batman explains to Gordon that he needs to get Rachel to his hideout so he can give her the antidote to the toxin. But Batman can't escape the Swat team while carrying Rachel, so he asks Gordon carry her to the alley outside on the Narrows side. He then activates a device in the heel of his boot, which emits a high-pitched scream. Gordon takes Rachel down the stairway as SWAT raids the building. As they begin to set up, a huge swarm of bats breaks into the building in response to Batman's signal. With bats everywhere distracting the SWAT officers, Batman drops from the stairway using his cape to land safely. He breaks into the prisoners' area, courteously apologizing for disturbing the inmates, and uses explosives to break outside. There he meets Gordon and takes Rachel from him.
Batman refuses further help from Gordon, knowing he can't take him too, and gets into the Tumbler. He heads back through Gotham pursued by police cars and helicopters. A very dramatic car chase ensues as Batman weaves through parking garage ramps, over church roofs, underground tunnels, and highways, destroying multiple police cars with evasive manuevers and caltrops to blow out their tires, and makes it back to the cave. He finds that Fox has delivered three vials of the toxin antidote, one of which he uses to save Rachel.
Gordon gets a report from the detectives studying the toxin in the water. Gotham's whole water system is laced with the stuff; it must have taken weeks to prepare the material. No one has noticed anything up to now because the toxin apparently has no effect unless it's inhaled.
Meanwhile, Rachel wakes up inside the cave and Batman explains what has happened. He tells her he is going to sedate her and when she wakes up she will be at home with the two remaining vials of the antidote. She must get them to Gordon -- one for him to inoculate himself and one for mass production. He sedates her and gets changed for his party.
Bruce tells Alfred about Rachel and asks him to take her home. He goes to the party downstairs to a chorus of Happy Birthday. He meets Earle ,who tells him that the stock offering was a success; the buyers were mostly trusts and brokerages. Bruce finds Fox and thanks him for the antidote vials that he delivered. Bruce then tells him what has happened. Fox interrupts that the water won't help disperse an inhalant. He stops and thinks. He says the stolen the microwave emitter could vaporize all the water in the mains, releasing the toxin. He reveals that he has been fired by Earle for asking too many questions about it. Bruce asks him to break into Wayne Enterprises and begin making more antidote.
Bruce is carted off unwillingly to another section of the party by Mrs. Delane. When she insists that he must meet a man called Ra's al Ghul, she suddenly has Bruce's attention. As the figure turns around, it is clearly not Ra's. Bruce whispers that he watched Ra's die. A familiar voice from behind asks 'but is Ra's al Ghul immortal? Are his methods supernatural?' Bruce turns around to the sight of Henri Ducard. Bruce thinks slowly before figuring out that Ducard is the true Ra's and the man Bruce fought back at the League of Shadows HQ was a decoy. Ra's muses that they both have double identities. He then lectures Bruce on the weakness of compassion. Even though Bruce had saved his life, he will still destroy Gotham.
Ra's gives Bruce a chance to get the innocent guests out of the house, which he does by acting drunk and insulting them. After Bruce demands his guests leave him in peace, he and Ra's walk together. Ra's explains that Crane's fear toxin is derived from the blue flowers back in China and that he found a way of weaponising it. Crane, however, is not a member of the League of Shadows and his idea of the plan was that they would hold the city to ransom. Ra's explains that Gotham must be destroyed because of how corrupt it is -- which he illustrates by explaining that the League of Shadows has infiltrated every level of its infrastructure. The scene is intercut with a series of shots showing members of the League disguised as officials and police officers releasing people from Arkham -- including Victor Zsaz and Crane, who, still under the effects of his own fear toxin, only mumbles 'scarecrow.'
Back at the Manor, Ra's offers Bruce one last chance to join and help the League, which Bruce refuses, claiming that there are still good people in the city and that Gotham isn't beyond saving. Ra's nods to other League members, who set fire to the mansion. Ra's explains that Gotham has been attacked by the League before through economics, which caused the depression when Bruce was a child. Ra's hoped that the city would destroy itself through the unequal distribution of wealth, however certain members of the rich families, such as Bruce's parents, donated money to help Gotham recover. But Ra's is back to the finish the job. With this Ra's attacks Bruce and pushes him in the way of a falling beam which pins an unconscious Bruce to the floor. With Wayne Manor burning around him Ra's says 'Justice is balance. You burned down my house and left me for dead. Consider us even.'
Meanwhile the Narrows is in a state of panic as hundreds of rapists and murders are freed from the Asylum. Rachel wakes up in her bed with the two vials of antidote.
Alfred arrives back at Wayne Manor and uses a golf club to knock out a League member guarding the house. Praying that the man was not a member of the fire department, Alfred rushes into the burning house and rouses Bruce. Managing to free himself, Bruce is led to the cave by Alfred as the house collapses.
Alfred inspects Bruce for injuries as Bruce is torn about the destruction of his father's house. Alfred tells him that the Wayne legacy is more than bricks and mortar and quotes Thomas Wayne: 'Why do we fall, sir? So that we can learn to pick ourselves up.'
Police in full strength are moving from central Gotham across the bridge to the Narrows island. Rachel, being a D.A., is allowed to pass. She finds Gordon and gives him the antidote. Gordon explains that they are going to raise the bridges to the island and they need to get Rachel off before they do.
One last SWAT van is allowed over to the Narrows secretly carrying Ra's, a handful of his henchmen and the microwave emitter. A train, on the overhead Wayne line is stopped by the League where the Microwave emitter is being prepared to be hoisted up to it. While the drawbridges are raised, Ra's sets off the machine causing all of the water in the pipes below the streets to vaporize and blow the pipes open in the Narrows. The toxin is released and affects everyone in the Narrows including the escaped convicts and the police alike. Gordon inoculates himself with the antidote and finds a fearful Flass ready to shoot two innocent and equally frightened teenagers. Gordon knocks him out and handcuffs him to a railing. Meanwhile the few remaining people of the Gotham Police force wonder what is going on.
The Narrows begins to tear itself apart. In the streets, people violently attack one another. Rachel is confronted by Crane on a horse whose previous rider, a riot cop, is dragged behind. Wearing his burlap mask, Crane announces to her his new alias, 'the Scarecrow.'
Gordon requests reinforcements but to his dismay he is told that all of the riot police are already on the island and there is no one left to send. Suddenly the Tumbler shoots across the gap from Gotham to the Narrows. Batman explains to Gordon that Ra's intends to use the train to carry the microwave emitter to Wayne Tower. When the train reaches Wayne Tower at the center of Gotham, the microwave emitter will vaporise the contents of all the water mains, covering the whole city with the toxin. He asks Gordon for help and gives him the key to the Tumbler.
The Scarecrow is about to run down Rachel. She fires her taser and hits him in the face. His horse carries him away screaming. Rachel is surrounded by a dozen inmates from Arkham, including the serial killer Mr. Zasz, carrying a knife. Batman jumps from above them, cracking Zasz over the head, picks up Rachel and carries her to a rooftop and to safety. As Batman leaves her she asks him who he is. He replies 'It's not who I am underneath, but what I do that defines me' -- quoting her own words back at her. She says 'Bruce?' as he jumps from the rooftop and uses his memory cloth cape as a glider. As he seemingly flies in the air, the fearful people below shriek in terror as their hallucinations warp the sight of him. Gordon orders the main bridge to be lowered and starts up the Tumbler.
Ra's is overseeing the madness below as his men fasten the microwave emitter into place on board the train. He spots Batman gliding towards him. Batman lands on the train platform. Ra's comments that he took his advice on theatricality a bit too literally and boards the train. Four members of the League appear and prevent Batman from pursuing. During the fight, Batman tries to uses his grapple hook to secure himself to the train but it is knocked out of his hand. The fight takes all participants down to the street floor where Batman manages to overcome all four League members. However he is ganged up on by dozens of terrified and angry citizens. As Ra's starts the train overhead, Batman finds his grapple gun and fires it at the train. He's dragged behind the train. Gordon meanwhile is following the Tumbler's GPS system toward Wayne Tower.
As the bridges are lowered, Ra's's train breaks the water pipes, releasing the toxic gas. The Tumbler is not far behind. Batman manages to pull himself to the train. He smashes through one of the train windows and engages an infuriated Ra's. Batman takes Ra's sword and breaks it in two with his gauntlets. Distracting Ra's, he stabs the sword into the braking controls of the train. Gordon arrives at Wayne Tower. He arms the Tumbler's defense systems and fires missiles at a train rail foundation. With the train approaching Wayne Tower, Ra's gets the upper hand over Batman and taunts him: 'Don't be afraid, Bruce. You are just an ordinary man in a cape. That's why you couldn't fight injustice, that's why you can't stop this train.' Batman replies, 'who said anything about stopping it?' Ra's looks up and notices a half of his sword sticking in the brake control. As this happens Gordon destroys the foundation and breaks the railway line. With this distraction, Batman regains the upper hand and pins Ra's. Batman explains that he won't kill Ra's -- but he doesn't have to save him, either. He blows out the back end of the train car, throws himself out, and glides away. Ra's can only look up to watch the train propel itself off the line and into the street below. The microwave emitter gets damaged by the impact and explodes, destroying the whole train.
The next day, Earle arrives at Wayne Enterprises to chair a meeting. He'd shocked to find that the meeting has already begun -- and is led by Fox, who reveals he has Earle's job.
Bruce is in the back of his car reading a newspaper: Batman has made the front page and Bruce is on page 8 under the headline 'Drunken Billionaire Burns Down Home.' He takes a call from Earle, who asks on what authority Bruce can decide who runs Wayne Enterprises. Bruce states that he is the owner. Earle reminds him that the company has gone public. Bruce explains that he bought most of the shares through various trusts and brokerages. Fox agrees with Bruce's words, and asks Earle, "Didn't you get the memo?" in reference to the words Earle told him when firing him from AS.
Back at Wayne Manor, Bruce is nailing boards over the old well in the garden when he is approached by Rachel. He apologizes for not telling her about his identity earlier. She apologizes for slapping him the day Chill died and for the horrible things that she said before he disappeared. Bruce tells her that what she said was true and that he was just a coward with a gun. He thanks her. She says that when she heard that he was back she began to hope. She moves closer towards him and kisses him. She then explains that she then found out about his mask -- his actual face. She explains that his true face is the cowl of Batman and that the boy she loved long ago never came back. But maybe one day they can be together when Batman is no longer needed. Bruce nods. Rachel tells him that she was wrong and that Bruce's father would be proud of him, just as she is.
Alfred is walking through the rubble of the Manor and Rachel asks Bruce about what he will do. Bruce replies that he'll rebuild it just the way it was before. Rachel turns to leave. Alfred wonders if it's a good time to improve the foundations of the south-east corner. Bruce agrees and they walk off.
That night, Batman meets Gordon, who reveals that he has recently been made a lieutenant. Gordon has also made a version of the signal that Batman had made with Falcone. Gordon talks about the escalation between law enforcement methods and criminal methods such as the police wearing Kevlar leading to criminals buying armor-piercing ammunition. He expresses concern that the city's dependence on Batman may have negative consequences. Gordon uses a recent case as an example. A criminal with a taste for theatrics has killed two people. The suspect leaves a calling card at the scene of each crime. Gordon gives Batman the evidence: a Joker playing card
(see The Dark Knight
). Batman says that he will look into it. Batman then assures Gordon that they can make Gotham safe again and he jumps from the roof and glides away.