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NOTE: This Spoiler was sent in by Taller94 who says.. "Now, I don't know if you're like me, but if you've been a fan of Batman since a young age and always wanted a dark, gritty version of his story...wait no more."

The film opens with a young Bruce Wayne, running around stately Wayne Manor, with a young friend, Rachel Dawes. She finds an arrowhead and Bruce wants to look at it. She says "Finders Keepers," but Bruce still swipes it from her and runs through the garden, with Rachel giving chase. Bruce decides to hide, but falls through a boarded-up hole in the ground and lands at the bottom. As he slowly rises, he hears some eerie sounds, and is suddenly overcome by hundreds of bats.

It then cuts to an older Bruce Wayne (Christian Bale), awaking from a nightmare in some prison in an unnamed Far Eastern country.(By the way, the film intercuts this first act a lot, so some of this may be out of order). As he stands in line to get his meal (literally a "piece" of gruel), he is attacked by a larger inmate. He continues the fight with about four other men. At this point in time, Bruce can handle his own, but his style is very sloppy. It's obvious that anger and anger alone helps him fight. He's thrown back in his cell after the incident, and is greeted by a mysterious man named Henri Ducard (Liam Neeson), who knows who Bruce is and offers an answer for all the questions that Bruce has been seeking on his globe-trotting quest. Ducard offers to release Bruce from prison, and tells him of a palace to seek. Along the way, if he wants to enter, he needs to pick up a blue flower (important later), as this will be the only method of entry.

Cut back to a young Bruce, who lives a carefree existence with his parents. His father, Thomas, owns Wayne Enterprises, and is the leading component for stripping away the class barrier that divides Gotham. The rich and affluent obviously don't care about the slums, and make no effort to help in any way, shape or form. One night, they ride the Wayne-invented monorail into town, and take in a night at the opera. The opera is Strauss' Die Fledermaus (The Bat) which features Gothic figures that look like bats. Bruce gets scared, and his parents agree to leave. They go out a back alley, and are accosted by Joe Chill, a thief. Bruce's dad is very cool and calm in front of Chill, but when Chill goes after Mrs. Wayne's pearl necklace, Wayne tries to protect his wife. Chill shoots both Wayne and Mrs. Wayne. Chill flees, and leaves Bruce standing over both dead parents.

Back in Asia: Bruce is released, and travels to the palace. He does as he is told and recovers the flower. Upon entry at the palace, he meets Ducard and an army of ninjas. They stand before a man who appears to be their master. He is Ra's Al-Ghul (Ken Watanabe), who says very little and looks like Dr. Fu Manchu. Ducard accepts Bruce into the palace, and tells him to prepare himself for attack. Bruce says he can barely stand. Ducard suddenly kicks Bruce to the ground, and continues beating him, as he claims death does not care how tired you are. Bruce finally fights back, but he is obviously no match for Ducard...yet.

Back to Gotham: Bruce is now a young college kid, back from a semester at Princeton. He returns to Wayne Manor, now occupied solely by Alfred (Michael Caine). Alfred is delighted to see young master Bruce again, but Bruce reassures him he is not staying long. The only reason he returned was to see Joe Chill on trial. It turns out Joe Chill shared a cell with Carmine Falcone (Tom Wilkinson), the big-city mob boss. Kind of like Gotham's very own Al Capone. Falcone has the entire city in his pocket, and everyone knows there is no justice left in Gotham. At the arraignment, Bruce bumps into Rachel (Katie Holmes), all grown up and working as an assistant D.A. Apparently the last uncorrupted public official in the whole city. Bruce watches in horror as Chill is set free (we don't see it), and Bruce waits in the lobby of the courtroom with a gun, about to kill the man that took his parents away. However, Chill is bombarded with reporters, and one of them turns out to be an assassin hired by Falcone and she shoots Chill dead. Rachel grabs Bruce and they leave the courthouse. While in her car, Rachel basically chastises Bruce about seeking vengeance, and that his father would not act in such a manner. Bruce reveals his gun to her, and Rachel slaps him twice. Bruce gets out of his car, and heads towards Falcone's hideout, a back-alley restaurant. He meets with the big man himself, and tells Falcone that not everyone in Gotham fears him. Falcone basically laughs Bruce off, and says that he runs the town. In fact, the judge presiding over Chill's case is seen in the restaurant with an obvious hooker in his arms. Falcone tells Bruce that he can't do a thing, that's he's the prince of Gotham and would need to travel 1,000 miles away before people stop recognizing him. Falcone's men then escort Bruce out and rough him up a bit. Bruce rises and stumbles to an alley, where he meets with a bum. He gives the bum his coat and cash, and burns everything else, and sets off towards his destiny.

Back in Asia: Bruce undergoes a series of training techniques, where Ducard basically becomes his mentor and drops little pearls of wisdom, all the while kicking the tar out of Bruce. During a final test, Ducard crushes up the blue flower, and makes Bruce smell the aroma. This causes Bruce to trip out a bit, and he must fight Ducard with a blurry vision. He eventually overcomes Ducard and is fully accepted into what is known as the Brotherhood of Shadows. Ra's Al-Ghul finally approaches and tells him about their grand design: to restore order to the criminal world, but more in an evil begets evil fashion. He claims their first stop will be Gotham, since it's basically third-world as it is. However, before the plan goes underway, Ra's makes Bruce pass one last test: execute a murderer, who is tied and bound before the young ninja. The man looks helpless, and Bruce is reluctant at first, claiming he is no murderer. He says that if the man has been accused, he deserves to stand trial. Ducard says that the courts are corruptable and that the Brotherhood's brand of justice is the only true path to fulfill vengeance. Bruce then realizes that these men are not purveyors of justice, but criminals themselves acting under the guise of equalizers. Bruce pulls out his sword, and begins fighting with the ninjas and Ra's. Ducard is knocked unconscious, as Bruce and Ra's go at it. They match each other for a good while, as the palace (after being ignited by a burning coal, Bruce's handiwork) goes down in flames. A rafter suddenly gives way and crushes Ra's, killing him. Bruce grabs an unconscious Ducard and jumps out of the palace right in the nick of time. They slide down an icy hill, but Bruce clings to the surface at the last second and hangs over the edge, with Ducard dangling from his free hand. He eventually pulls Ducard up and carries him back to the palace, which has been reduced to a pile of ash. He leaves Ducard in the care of one of his men, then leaves.

Bruce meets up with Alfred, and they fly back to Gotham. Alfred gives him an update about everything: Bruce has been pronounced dead since he was gone for seven years and Richard Earle (Rutger Hauer) has assumed the position of CEO at Wayne Enterprises and intends to go public with the company. Bruce and Alfred return to Gotham, and Bruce's first stop is at Wayne Tower, where he meets with Earle. Bruce starts asking about the different divisions within the company, and seems particularly keen on the Applied Sciences division. Bruce is shown the way, and goes to the basement, where he meets Lucius Fox (Morgan Freeman), a scientist who developed a lot of prototypes intended for the US Armed Forces, all of which were eventually rejected. These include: full body armor, grappling hook with gun, a cape with expansion capabilities, and, of course, the Tumbler (aka Batmobile), which is what a Hummer wishes it could be. He eventually "borrows" these items from Fox, and discovers a cave underneath Wayne Manor which houses hundreds of bats. Bruce decides to set up shop down there, and begins putting together his suit.

He first tests out the suit with just a ski mask one night and confronts Sgt. James Gordon (Gary Oldman), the only honest cop in Gotham and the same man who comforted Bruce after his parents' death all those years ago. He tells Gordon that he's here to clean up the scum of Gotham. He holds what Gordon believes is a gun to the back of his head, because he heard the hammer click, but it just turns out to be a stapler. Bruce climbs out the window and makes his escape. Gordon and some other cops give chase, but are too late. It should also be noted that Bruce's escape was not the most graceful thing he's ever done.

Bruce finally completes the Batsuit, and stumbles upon a shipment of dolls containing white residue one night being coordinated by Falcone. As the henchmen load of crates, something starts attacking them. Bruce, now Batman, picks them off one by one, in a scene reminiscent of a horror movie rather than a superhero flick. Batman eventually gets to Falcone, and beats him up, then ties him to a spotlight, which, when Gordon arrives on the scene, projects a faint Bat Signal.

Meanwhile, Rachel is having a difficult time dealing with the corrupt public officials, and is particularly ruffled by Dr. Jonathan Crane (Cillian Murphy), a psychologist at Arkham Asylum, who continuously declares criminals of sound mind and body to be insane. Crane is obviously another one of Falcone's cronies. Crane visits Falcone in prison, and Falcone tells Crane that the shipment was busted up by a man dressed like a giant bat. He also tells Crane that he wants in on the next big deal, as we discover that Crane works for a much larger criminal network, whose name is not mentioned...yet. Crane balks at the idea, but when Falcone starts threatening him, Crane takes out his mask, puts it on, and releases a powder that causes its victims to hallucinate and projects their worst fear upon everyone they see. When Falcone sees Crane, he sees worms coming out of the mask. As Falcone freaks out, Crane leaves the holding cell, and tells the prison warden that he will transfer Falcone to Arkham for further study.

Bruce awakens the next day, bumped and bruised. Alfred notices the bruises, and suggests that Bruce make up some sort of explanation, since Bruce has no friends and is an apparent recluse. Bruce agrees with him, and shows up to a hotel with two fashion models. He acts like a buffoon at the restaurant, playing up the billionaire playboy image, and making everyone hate him. At one point during dinner, the two girls climb into a fountain situated in the center of the room and start swimming. The maitre'd comes over and asks Bruce to leave, as Bruce writes out a check. The maitre'd tells him that there is no price too high to dissuade him, but Bruce reveals that he's buying the hotel, and since he's the new owner, he can do whatever he likes. As he and the models leave, all wet, Bruce runs into Rachel, who seems upset about the women and Bruce's behavior. Rachel tells Bruce that its not underneath that makes us who we are, but what we do that defines us, then leaves. Bruce watches her as she leaves and contemplates this notion.

During all of this (time frame may be a little off), a device from Wayne Enterprises is stolen when the transport ship is hijacked. This device has the ability to vaporize water, and its large enough to vaporize the entire water supply of Gotham.

Later that night, Batman stumbles upon Crane and some men loading up some boxes, filled with dolls containing the fear powder. Batman attacks the henchmen with no problem, but gets sprayed with the powder, and starts freaking out. Crane then lights Batman on fire, and causes him to fall out of the building, some ten stories. He calls Alfred, who picks him up and takes him home. He wakes up two days later, with Lucius Fox and Alfred at his bedside. Fox tells him that he has given Bruce an antidote for the powder. Fox leaves, as Bruce figures his next plan of action. As it turns out, the day he awoke was his birthday and while Alfred makes preparations, Rachel arrives at Wayne Manor to give Bruce his present. She says she can't stay for the party, because her boss went missing (he was seen killed earlier) and that usually means something's wrong. She's planning on visiting with Crane that night at Arkham. Bruce tells her to be careful, as she leaves. Bruce opens her present, which turns out to be the arrowhead from earlier, with a card saying "Finder's Keepers."

Rachel goes to Arkham and sees Falcone, bound up and mumbling the word "Scarecrow" over and over again. She is met by Crane, and she asks how a perfectly healthy man with no history of mental illness goes crazy over the course of one night. Crane decides to show her the reason: he takes her to the basement of Arkham, where men work pouring the powder into a water valve. Rachel realizes what's going on, and tries to escape, but Crane gets to her, with mask, and sprays her with the powder. When Crane returns with the drugged Rachel, he hears Batman above the rafters. All the henchmen seemed scared, but Crane reassures them that he's simply one man. Batman suddenly attacks, easily taking the henchmen out. Crane tries to spray him again, but Batman grabs him, pulls off the mask, and gives him a taste of "his own medicine." Batman starts demanding answers from the now-drugged Crane. His vision of Batman is truly frightening, like a hellbeast with ooze dripping out of its mouth. Definitely the stuff of nightmares! Crane finally reveals his backer: Ra's Al-Ghul. Batman then knocks Crane out, and grabs Rachel, just as Arkham is being surrounded by SWAT and the cops. Gordon is the first to enter the building, and gets to Batman. He gives Rachel to Gordon, then presses a button on the underside of his boot. Suddenly, hundreds of bats arrive on the scene, flying, shrieking, fluttering around. It's the perfect cover, as Batman slips out unnoticed, as the cops attempt to flee the bats. Gordon passes Rachel back to Batman, who climbs into the Tumbler. He knows he has precious little time to give Rachel the antidote before she's stuck hallucinating on a permanent basis. Batman starts up the Tumbler, and goes on a daring chase through Gotham, eventually making his way back to the Bat Cave. Rachel awakens, and Batman tells her that he's going to give her a sedative, but once she wakes up, to take two canisters of the antidote to Gordon, one for him, the other to put in the water supply. Rachel passes out again after the sedative is administered.

Bruce gets out of the Batsuit and goes upstairs, where his birthday guests are already gathered. He informs Alfred about Rachel and tells him to drive her home. Alfred chastises Bruce a bit about the Tumbler chase, saying his father would not be proud, but Bruce ignores him. He attends the party, where he runs into Fox, who claims that he's just been fired by Earle. Bruce tells him that he needs more antidote, that the powder is being spread into the water supply. Fox counters by saying that the powder would be rendered useless by the water unless...the water was vaporized! That would explain the hijacking of vaporizer from earlier. Fox leaves the party to head back to Applied Sciences and develop more of the antidote.

Bruce continues making his rounds at the party, until one guest introduces him to a man named Ra's Al-Ghul. Bruce turns around in shock, and finds Ra's Al-Ghul to be...Ducard! The other Ra's was merely a decoy. Bruce tells Ducard that the fight is between them, and not all the innocent people. Ducard tells Bruce he must get rid of them quick, or else they will become casualties. In a funny, clever scene, Bruce pretends to be very drunk and starts calling everyone "phony" and telling them how much he hates them. Then he tells them all to leave. The crowd grows disgusted and everyone vacates. Ducard starts playing games with Bruce, and even reveals the blue flower from the beginning was the main ingredient in the fear powder, as Ducard's men slowly start putting Wayne Manor in flames. Finally, Bruce and Ducard fight, but a rafter falls on top of Bruce, knocking him out. Ducard and his men leave. As the place goes down in flames, Alfred arrives on the scene and rescues Bruce. They make it down to the Bat Cave, where Bruce becomes Batman once again and takes the Tumbler towards Gotham.

Gordon and some cops are closing off the "island" part of Gotham, mainly the slums, as the gas slowly begins to spread. Rachel shows up and passes off the antidote to him. Gordon takes it, and begins to help. At the same time, all of the inmates at Arkham, including Crane, are set free, and began prowling around the island, walking like zombies. Rachel finds a little boy who's lost and goes to him. When she gets to him, she sees Ducard and his men loading the vaporizing device onto the monorail.

The Gotham police raise the bridges in order that the infected citizen not infiltrate the greater Gotham area. Gordon radios his boss, saying he needs more men. His boss replies there is no one, just as the Tumbler flies over the bridge, and lands on the island. It comes to a stop in front of Gordon, and Batman emerges. He tells Gordon that he's going after Ducard and needs Gordon to take the Tumbler to Wayne Tower (which, I believe, resides over the largest valve, I'm not too sure), and knock down some of the pillars before the train makes its destination.

Rachel and the boy are terrorized by Crane, who now goes by Scarecrow. He rides a horse, and, as seen through the hallucinated boy's eyes, the horse breathes fire. Scarecrow attempt to attack Rachel, but she tasers him, causing him to flee. Rachel and the boy are then attacked by some of the Arkham people, but Batman swoops in and takes them to the roof of a nearby building. He tells Rachel that she and the boy will be safe. Before he goes, Rachel asks who he is. Batman turns to her, and says who he is underneath the mask is not important, but it's what he does that defines him. Rachel realizes who it is, just as Batman jumps off the roof, and fires a gun onto the belly of the train. He climbs on board, and faces Ducard alone. The vaporizing machine is already running, as Batman and Ducard fight. They trade blow for blow, and Batman even destroys the controls to the train. Meanwhile, Gordon drives the Tumbler towards one of the pillars, and, after many failed attempts with the missiles, finally blows up the pillar. The train quickly approaches the fallen pillar, as Ducard, who holds down Batman, tells him that there's nothing he can do to stop him now. Batman then replies, "Who said anything about stopping?" Ducard looks up and realizes that the controls are completely destroyed beyond repair and they're heading towards the fallen pillar. Batman does a quick move and escapes Ducard's clutches, and jumps out of the rail. Ducard closes his eyes, as the train wrecks, falling off of the rail and crashing into a nearby carpark, exploding, taking the vaporizing machine with it.

The next day, Bruce and Alfred go through the rummage of what once was Wayne Manor. Rachel approaches and tells Bruce that the man she loved left seven years ago, and never came back. But she's willing to accept this new Bruce, and they kiss. She then asks what he's going to do with Wayne Manor, and Bruce says he's going to rebuild it brick by brick.

Later, Richard Earle arrives to Wayne Tower, and discovers Lucius Fox holding a board meeting. He asks Fox why he's there, since he fired him. Fox says he knows, but he got a new job...Earle's. Earle asks who authorized this. He calls Bruce, who tells him that Bruce does not own the company, since it went public a week before. Bruce counters by claiming he is the owner, since he owns the most shares of the company, and he has appointed Lucius Fox as CEO. Bruce relays this information while he reads a newspaper article that reads "Drunken Playboy Burns House Down," thereby sealing Bruce's public image.

That night, Gordon stands on a rooftop, with a new and improved Bat Signal. Batman arrives on the scene, and compliments the new light. Gordon reveals that for his actions, he's been promoted to Lieutenant (and eventually Commissioner), and reveals to Batman that many of the Arkham inmates, including Scarecrow, are still out there. Batman says its only a matter of time before they're caught. Gordon asks he pay specific attention to a particular inmate who's very dangerous and leaves behind a calling card: a Joker playing card. Batman says he'll look into it. He then jumps off the building and glides through the air, as the screen cuts to black.

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