In Gotham City, after falling down a well and getting swarmed by bats, a young Bruce Wayne develops a fear of them. At the opera with his parents, Bruce becomes unsettled by performers masquerading as bats and asks to leave. Outside, mugger Joe Chill murders Bruce's parents in front of him. Bruce is raised by the family butler, Alfred Pennyworth.
Fourteen years later, Chill testifies against the mafia crime boss, Carmine Falcone, and is paroled. Bruce intends to murder Chill to avenge his parents, but one of Falcone's hitmen does so first. Bruce's childhood friend, Rachel Dawes, berates him for acting outside the justice system. After confronting Falcone, who says real power comes from being feared, Bruce spends the next seven years traveling the world, training in combat, and immersing himself in the criminal underworld.
In a Bhutan prison, he is approached by Henri Ducard, who recruits him to the League of Shadows, led by Ra's al Ghul. The League believes Gotham is beyond saving and intends to destroy it. After completing his training, Bruce rejects the League and its mandate that killing is necessary. He escapes, burning down their temple in the process. Ra's is killed by falling debris, while Bruce saves the unconscious Ducard. Intent on fighting crime, Bruce returns to Gotham and takes an interest in his family's company, Wayne Enterprises, which is being taken public by businessman William Earle. Company archivist Lucius Fox, a friend of Bruce's father, allows him access to prototype defense technologies, including a protective bodysuit and the Tumbler, an armored vehicle. Bruce poses publicly as a shallow playboy while setting up a base in the caves beneath Wayne Manor and taking up the vigilante identity of "Batman," inspired by his childhood fear, which he has now conquered.
Intercepting a drug shipment, Batman provides Rachel, now a Gotham Assistant District Attorney, with evidence against Falcone and enlists Sergeant James Gordon, one of Gotham's few honest police officers, to arrest him. In prison, Falcone meets Dr. Jonathan Crane, a corrupt psychologist who smuggled drugs into Gotham with his help. Donning a scarecrow mask, Crane sprays Falcone with a fear-inducing hallucinogen, driving him insane and transferring him to Arkham Asylum. While investigating Crane, Batman is ambushed by him and sprayed with the hallucinogen. Batman barely escapes and is saved by Alfred and Fox, who develop an antidote for the hallucinogen.
When Rachel accuses Crane of corruption, he reveals he has introduced his drug into Gotham's water supply and drugs her with the hallucinogen. Batman later subdues Crane and sprays him with his own chemical. While being interrogated, Crane claims to work for Ra's al Ghul. Batman evades the police to get Rachel to safety and administers the antidote. He gives her two vials: one for Gordon and the other for mass production. At Bruce's birthday party, Ducard reappears and reveals himself to be the true Ra's al Ghul. Having stolen a powerful microwave emitter from Wayne Enterprises, he plans to vaporize Gotham's water supply, rendering Crane's drug airborne and causing mass hysteria that will destroy the city. He sets Wayne Manor aflame and leaves Bruce to die, but Alfred rescues him. Ra's loads the emitter onto Gotham's monorail train to release the drug at the city's central water source. Batman rescues Rachel from a drugged mob and reveals his identity to her. He confronts Ra's on the train as Gordon uses the Tumbler's cannons to destroy a section of the track. Batman escapes the train and leaves Ra's to die as it crashes.
Bruce gains Rachel's respect. However, she refuses to be with him, promising they can be together when Gotham no longer needs Batman. Batman becomes a public hero. After purchasing a controlling stake in Wayne Enterprises, Bruce fires Earle and replaces him with Fox. Sergeant Gordon is promoted to Lieutenant, shows Batman the Bat-Signal, and tells him about a criminal who leaves behind Joker playing cards.[a] Batman promises to look into it and disappears into the night.
