Batman Begins (2005) Script

BRUCE: Rachel, let me see.

-Can I see? -Finders keepers. And I found it.

In my garden.

Finders keepers.





Mom! Mr. AIfred!




Did you have dream?


Worse than this place?


MAN [WHISPERS]: They are going to fight you.

-Again? -Until they kill you.

Can they kill me before breakfast?

You are in hell, little man.

And I am the devil.

You're not the devil.

You're practice.



GUARD: Solitary.

-Why? -For protection.

-I don't need protection. -Protection for them.


Get in.

DUCARD: Are you so desperate to fight criminaIs...

...that you lock yourseIf in to take them on one at a time?

Actually, there were seven of them.

I counted six, Mr. Wayne.

How do you know my name?

The world is too small for someone like Bruce Wayne to disappear... matter how deep he chooses to sink.

Who are you?

My name is merely Ducard, but I speak for Ra's al Ghul...

...a man greatly feared by the criminal underworld.

A man who can offer you a path.

What makes you think I need a path?

Someone like you is only here by choice.

You have been exploring the criminal fraternity...

...but whatever your original intentions... have become truly lost.

And what path can Ra's al Ghul offer?

The path of a man who shares his hatred of evil...

...and wishes to serve true justice.

The path of the League of Shadows.


-You're vigilantes. -No, no, no.

A vigilante is just a man lost in the scramble for his own gratification.

He can be destroyed or locked up.

But if you make yourseIf more than just a man...

...if you devote yourseIf to an ideal...

...and if they can't stop you...

...then you become something eIse entirely.

Which is?

Legend, Mr. Wayne.

Tomorrow, you will be released.

If you are bored of brawling with thieves and want to achieve something...

...there is a rare blue flower that grows on the eastern slopes.

Pick one of these flowers.

If you can carry it to the top of the mountain... may find what you were looking for in the first place.

And what was I looking for?

Only you can know that.


You turn back. You go back.

BRUCE: Ra's al Ghul?



[TRANSLATING] What are you seeking?

I seek...

...the means to fight injustice.

To turn fear...

...against those who prey on the fearful.


DUCARD [TRANSLATING]: To manipulate the fears in others... must first master your own.

Are you ready to begin?

I can.... I can barely stand.

Death does not wait for you to be ready!

Death is not considerate or fair!

And make no mistake, here you face death.




You're skilled. But this is not a dance.

And you are afraid.

But not of me.

Tell us, Mr. Wayne...

...what do you fear?



It's okay. It's okay.

You'll be okay.

ALFRED: Will we be needing an ambulance, Master Wayne?

THOMAS: No, I'll set the bone and take him for an x-ray later.

ALFRED: Very good, sir.

-I'm very sorry, sir. I've told-- THOMAS: Don't worry. It's fine.

ALFRED: Took quite a fall, didn't we, Master Bruce?

THOMAS: And why do we fall?

So we can learn to pick ourselves up.

Just a little fall. It's just a small fracture.

THOMAS: The bats again?

You know why they attacked you, don't you?

-They were afraid of you. -Afraid of me?

All creatures feel fear.

Even the scary ones?

Especially the scary ones.

I got something to show you.

-You think your mother will like them? -Yeah.

-I think it's time to get up. -Maybe.

THOMAS: No going back to bed.

Did you build this train, Dad?

Gotham's been good to our family, but the city's been suffering.

People less fortunate than us have been enduring very hard times.

So we buiIt a new, cheap, public transportation system to unite the city.

And at the center...

...Wayne Tower.

BRUCE: Is that where you work? -No, I work at the hospital.

I leave the running of our company to much better men.

-Better? -Well...

...more interested men.




Can we go?


Okay. Let's go.

-What's wrong, Bruce? -No, no. It was me.

I just needed some fresh air.

A little bit of opera goes a long way. Right, Bruce?

Come on. Let's go.

Wallets, jewelry. Come on, fast.

THOMAS: That's fine. CHILL: Fast.

Take it easy.

Here you go.

It's fine. It's fine.

Now just take it and go.

-I said, jewelry. THOMAS: Hey--



MARTHA: Thomas!



It's okay.

Don't be afraid.


Is this your father's?

It's okay.

Come here.

There you go.

It's okay.

LOEB: Gordon.


Good news.

We got him, son.

You're in excellent hands.

We'll be watching the empire.

When you grow up, it'll be waiting for you.

I thought I might prepare a little supper.

-Very well. -AIfred?

-Yes, Master Bruce? -It was my fauIt, AIfred.

-I made them leave the theater. -No.

-If I hadn't gotten scared.... -It was nothing that you did.

It was him, and him alone.

Do you understand?

I miss them, AIfred. I miss them so much.

So do l, Master Bruce.

So do l.

DUCARD: And do you still feel responsible for your parents' death?

My anger outweighs my guiIt.


You have learned to bury your guiIt with anger.

I will teach you to confront it and to face the truth.

You know how to fight six men. We can teach you how to engage 600.

You know how to disappear.

We can teach you to become truly invisible.



The ninja understands that invisibility is a matter of patience and agility.


Always mind your surroundings.

Ninjitsu employs explosive powders.

-As weapons? -Or distractions.

Theatricality and deception are powerful agents.

You must become more than just a man in the mind of your opponent.


BRUCE: Who is he? -He was a farmer.

Then he tried to take his neighbor's land and became a murderer.

-Now he is a prisoner. -What'll happen to him?

Justice. Crime cannot be tolerated.

CriminaIs thrive on the indulgence of society's understanding.

Your parents' death was not your fauIt.

It was your father's.

Anger does not change the fact that your father failed to act.

-The man had a gun. -Would that stop you?

I've had training.

The training is nothing!

Will is everything!

The will to act.


You haven't beaten me.

You have sacrificed sure footing for a killing stroke.

DUCARD: Rub your chest.

Your arms will take care of themselves.

You are stronger than your father.

You didn't know my father.

But I know the rage that drives you.

That impossible anger strangling the grief...

...until the memory of your loved one is just...

And one day, you catch yourseIf wishing the person you loved had never existed... you'd be spared your pain.

I wasn't always here in the mountains.

Once, I had a wife.

My great love.

She was taken from me.

Like you, I was forced to learn there are those without decency...

...who must be fought without hesitation, without pity.

Your anger gives you great power.

But if you let it, it will destroy you... it almost did me.

-What stopped it? -Vengeance.

That's no help to me.

Why, Bruce?

Why could you not avenge your parents?

Will you be heading back to Princeton after the hearing, sir...

...or can I persuade you to stay on for a day or two?

BRUCE: I'm not heading back at all.

ALFRED: You don't like it there? -I like it fine.

They just don't feel the same way.

-I've prepared the master bedroom. -No.

My room will be fine.

ALFRED: With all due respect, sir, Wayne Manor is your house.

BRUCE: No, AIfred, it's my father's house.

-Your father is dead. -This place is a mausoleum.

If I have my way, I'll pull the damn thing down brick by brick.

This house, Master Wayne, has sheItered six generations of your family.

Why do you give a damn, AIfred? It's not your family.

I give a damn because a good man once made me responsible...

...for what was most precious to him... the whole world.

Miss Dawes has offered to drive you to the hearing.

She probably hopes to talk you out of going.

BRUCE: Should I just bury the past out there with my parents, AIfred?

I wouldn't presume to tell you what to do with your past, sir.

Just know that there are those of us who care about what you do with your future.

Haven't given up on me yet?


AIfred still keeps the condensed milk on the top sheIf.

Hasn't he noticed you're tall enough to reach now?

Old habits die hard, I guess.

-Never used to stop us anyway. -No, it didn't.

How's your mom?

She misses this place.

So do l.


But it's nothing without the people who made it what it was.

-Now there's only AIfred. -And you.

-I'm not staying, Rachel. -You're just back for the hearing.

Bruce, I don't suppose there's any way to convince you not to come.

Someone at this proceeding...

...should stand for my parents.

We all loved your parents, Bruce.

-What Chill did is unforgivable. -Then why is your boss letting him go?

In prison, he shared a cell with Carmine Falcone.

He learned things, and he will testify in exchange for early parole.

Rachel, this man killed my parents.

I cannot let that pass.

And I need you to understand that, please.


FINCH: The depression hit working people, like Mr. Chill, hardest of all.

His crime was appalling, yes, but it was motivated not by greed...

...but by desperation.

Given the 14 years served, as well as his extraordinary level of cooperation...

...with one of this office's most important investigations...

...we strongly endorse his petition for early release.

FADEN: Mr. Chill?

CHILL: Your Honor...

...not a day goes by that I don't wish I could take back what I did.

Sure, I was desperate, like a lot of people back then...

...but that don't change what I did.

FADEN: I gather there is a member of the Wayne family here today.

Has he got anything to say?

WOMAN 1: He's coming out the side! MAN 1 : He's coming out the side, guys!


MAN 2: Bruce Wayne!

WOMAN 2: Joe! Hey, Joe!

Falcone says hi.



RACHEL: Come on, Bruce.

We don't need to see this.

I do.

RACHEL: The DA couldn't understand why Judge Faden insisted...

...on making the hearing public.

Falcone paid him off to get Chill out in the open.

Maybe I should thank them.

-You don't mean that. -What if I do, Rachel?

My parents deserved justice.

You're not talking about justice. You're talking about revenge.

-Sometimes, they're the same. -No, they're never the same.

Justice is about harmony. Revenge is about you making yourseIf feel better.

-It's why we have an impartial system. -Your system is broken.


You care about justice? Look beyond your own pain, Bruce.

This city is rotting.

They talk about the depression as if it's history. It's not.

Things are worse than ever here.

Falcone floods our streets with crime and drugs...

...preying on the desperate, creating new Joe ChilIs every day.

Falcone may not have killed your parents, Bruce...

...but he's destroying everything that they stood for.

You wanna thank him for that? Here you go.

We all know where to find him. As long as he keeps the bad people rich...

...and the good people scared, no one'll touch him.

Good people like your parents, who'll stand against injustice, they're gone.

What chance does Gotham have when the good people do nothing?

-I'm not one of your good people, Rachel. -What do you mean?

All these years, I wanted to kill him.

Now I can't.

Your father would be ashamed of you.

You're taller than you look in the tabloids, Mr. Wayne.

No gun? I'm insuIted.

-You could've just sent a thank-you note. -I didn't come here to thank you.

I came to show you that not everyone in Gotham's afraid of you.

Only those who know me, kid.

Look around you. You'll see two councilmen...

...a union official, couple off-duty cops...

...and a judge.

I wouldn't have a second's hesitation of blowing your head off in front of them.

Now, that's power you can't buy.

That's the power of fear.

I'm not afraid of you.

Because you think you got nothing to lose.

But you haven't thought it through.

You haven't thought about your lady friend in the DA's office.

You haven't thought about your old butler. Bang!

People from your world...

...have so much to lose.

Now, you think because your mommy and your daddy got shot... know about the ugly side of life, but you don't.

You've never tasted desperate.

You're.... You're Bruce Wayne, the prince of Gotham.

You'd have to go 1000 miles to meet someone who didn't know your name.

So don't come here with your anger, trying to prove something to yourseIf.

This is a world you'll never understand.

And you always fear...

...what you don't understand.

All right.

Yeah, you got spirit, kid. I'll give you that.

More than your old man anyway.

In the joint, Chill told me about the night he killed your parents.

He said your father begged for mercy.


Like a dog.

Should've tipped better.

-For what? -Your jacket.


Hey, hey, hey. Let me have it. It's a nice coat.

Be careful who sees you with that.

-They're gonna come looking for me. -Who?

BRUCE: Everyone.


It's a nice coat.

DUCARD: When you lived among the criminaIs, did you start to pity them?

BRUCE: The first time I stole so that I wouldn't starve, yes.

I lost many assumptions about the simple nature of right and wrong.

And when I traveled...

...I learned the fear before a crime...

...and the thrill of success.


BRUCE: But I never became one of them.


OFFICER 2: Fool. What do I care what your name is? You're a criminal.

[SPEAKING MANDARIN] I'm not a criminal OFFICER 2: Tell that to the guy who owned these.

DUCARD: You've traveled the world to understand the criminal mind...

...and conquer your fears.

But a criminal is not complicated.

And what you really fear is inside yourseIf.

You fear your own power.

You fear your anger...

...the drive to do great or terrible things.

Now you must journey inwards.

You are ready.


Breathe in your fears.

Face them.

To conquer fear, you must become fear.

You must bask in the fear of other men.

And men fear most what they cannot see.

You have to become a terrible thought.

A wraith.

You have to become an idea!

Feel terror cloud your senses.

Feel its power to distort.

To control.

And know that this power can be yours.

Embrace your worst fear.

Become one with the darkness.




Master your senses.

You cannot leave any sign.

BRUCE: I haven't.



DUCARD [TRANSLATING]: We have purged your fear.

You are ready to lead these men.

You are ready to become a member of the League of Shadows.

But first, you must demonstrate your commitment to justice.



I'm no executioner.

DUCARD: Your compassion is a weakness your enemies will not share.

That's why it's so important.

It separates us from them.

You want to fight criminaIs. This man is a murderer.

-This man should be tried. DUCARD: By whom?

Corrupt bureaucrats?

CriminaIs mock society's laws.

You know this better than most.

RA'S A GHUL: You cannot lead these men...

...unless you are prepared to do what is necessary to defeat evil.

And where would I be leading these men?


As Gotham's favored son... will be ideally placed to strike at the heart of criminality.

-How? -Gotham's time has come.

Like Constantinople or Rome before it...

...the city has become a breeding ground for suffering and injustice.

It is beyond saving and must be allowed to die.

This is the most important function of the League of Shadows.

It is one we've performed for centuries.


...must be destroyed.

You can't believe in this.

Ra's al Ghul rescued us from the darkest corners of our own hearts.

What he asks in return is the courage to do what is necessary.

I will go back to Gotham and I will fight men like this...

...but I will not become an executioner.

Bruce, please.

For your own sake, there is no turning back.

-What are you doing? -What's necessary, my friend.



I will tell him you saved his life.

Master Wayne, you've been gone a long time.

-Yes, I have. -You look very fashionable.

Apart from the mud.

Are you coming back to Gotham for long, sir?

As long as it takes.

I want to show the people...

...their city doesn't belong to the criminaIs and the corrupt.

In the depression, your father nearly bankrupted Wayne Enterprises...

...combating poverty.

He believed his example could inspire the weaIthy of Gotham to save their city.

Did it?

In a way.

Their murder shocked the weaIthy and the powerful into action.

People need dramatic examples to shake them out of apathy.

I can't do that as Bruce Wayne.

As a man...

...I'm flesh and blood, I can be ignored, destroyed.

But as a symbol....

As a symbol, I can be incorruptible.

-I can be everlasting. -What symbol?

Something elemental...

...something terrifying.

I assume that as you take on the underworld...

...this symbol is a persona to protect those you care about from reprisaIs?

You're thinking about Rachel?

Actually, sir, I was thinking of myseIf.

Have you told anyone I'm coming back?

I couldn't figure the legal ramifications of bringing you back from the dead.

-Dead? -You've been gone seven years.

You had me declared dead?

Actually, it was Mr. Earle. He's taking the company public.

He wanted to liquidate your majority shareholding.

Those shares are worth quite a bit of money.

Well, it's a good thing I left everything to you, then.

Quite so, sir.

And you can borrow the RolIs, if you like. Just bring it back with a full tank.

In my opinion, Mr. Zsaz is as much a danger to himseIf as to others...

...and prison is probably not the best environment for his rehabilitation.

-Dr. Crane. -Miss Dawes.

You think a man who butchers people for the mob doesn't belong in jail?

I would hardly have testified to that otherwise, would I?

This is the third of Falcone's thugs you've had declared insane...

...and moved into your asylum.

The work offered by organized crime must have an attraction to the insane.

Or the corrupt.

Mr. Finch.

You should check with Miss Dawes here...

...just what implications your office has authorized her to make. If any.

-What are you doing? -What are you doing, Carl?

FINCH: Looking out for you.

Falcone has haIf the city bought and paid for.

-Drop it. -How can you say that?

Because as much as I care about getting Falcone, I care more about you.

That's sweet.


We've been through all that.


ALFRED: Blessed bat again, sir.

They nest somewhere in the grounds.


No more favors. Someone is sniffing around.

Hey, I scratch your back, you scratch mine, doc.

I'm bringing in the shipments.

We are paying you for that.

Maybe money isn't as interesting to me as favors.

I am more than aware that you are not intimidated by me, Mr. Falcone.

But you know who I'm working for, and when he gets here--

He-- He's coming to Gotham?

Yes, he is.

And when he gets here, he's not going to wanna hear...

...that you've endangered our operation just to get your thugs out of jail time.

-Who's bothering you? -There's a girl at the DA's office.

-We'll buy her off. -Not this one.

Idealist, huh?

Well, there's an answer to that too.

-I don't want to know. -Yes, you do.

MAN: No, we are showing very heaIthy growth in these sectors.

I don't think Thomas Wayne would have viewed heavy-arms manufacture... a suitable cornerstone for our business.

Well, that's 20 years ago, Fredericks.

I think after 20 years we can allow ourselves... stop thinking about what Thomas Wayne would have done.

JESSlCA: Good morning, Mr. Earle's office.

Yes, he's confirmed for the dinner tomorrow evening.

BRUCE: Good morning. I'm here to see Mr. Earle.


Bruce Wayne.

Thomas would probably not have taken the company public.

But that is what we, as responsible managers, are going to do.


Jessica? Where are you?

BRUCE: Eye on the ball, and.... -Why is no one answering the phone?

It's Wayne Enterprises, Mr. Earle. I'm sure they'll call back.

Bruce? You're supposed to be dead.

I'm sorry to disappoint.

-I need you to take a look at this. -Have you seen him yet?

-Who? -Wayne.

It's been all over the news. He's back.

EARLE: I'm sure you realize I can't stop the big machine.

Too many wheeIs turning.

-We're going public. -I understand.

And I'll be handsomely rewarded for my shares.

I'm not looking to interfere.

-I am looking for a job. -Oh?

I just want to get to know the company that my family buiIt.

Any ideas where you would start?

Applied Sciences caught my eye.

Fox's department.

I'll let him know you're coming.

You look like him. Your dad.

You're the only one left of the Wayne family.

This is where you belong. Welcome home.

Environmental procedures, defense projects, consumer products.

All prototypes. None in production.

-On any level whatsoever. -None?

What did they tell you this place was?

BRUCE: They didn't tell me anything.

Earle told me exactly what it was when he sent me down here.

Dead end.

Place to keep me from causing the board any more trouble.

Come on.

-You were on the board? -When your father ran things.

-You knew my father? -Oh, yeah.

Helped him build his train.

Here we are.

Kevlar utility harness.

Gas-powered, magnetic grapple gun.

The 350-pound test monofilament.

Wonderful project, your dad's train.

Routed it right into Wayne Tower, along with the water and power utilities.

Kind of made Wayne Tower the unofficial center of Gotham City.

Of course, Earle let it go to rot. Here we are.

Nomex survival suit for advanced infantry.

Kevlar biweave, reinforced joints.

-Tear-resistant? -This sucker will stop a knife.

-Bulletproof? -Anything but a straight shot.

-Why didn't they put it into production? -Bean counters didn't think...

...a soldier's life was worth 300 grand.

So, what's your interest in it, Mr. Wayne?

I want to borrow it.

For spelunking.


Yeah, you know, cave diving?

You expecting to run into much gunfire in these caves?

Look, I'd rather Mr. Earle didn't know about me borrowing--

Mr. Wayne...

...the way I see it...

...all this stuff is yours anyway.

Okay. Give it a try.


At least you'll have company.

This must be the lowest foundation of the southeast wing.

Your great-great-grandfather was involved in the Underground Railroad...

...secretly transporting freed slaves to the North...

...and I suspect these caverns came in handy.

AIfred! Come up here!

I can see everything all right from down here, sir, thank you.

ALFRED: We order the main part of this cowl from Singapore.

BRUCE: Via a dummy corporation.

Indeed. And then, quite separately...

...we place an order to a Chinese company for these.

-Put it together ourselves. -Precisely.

They'll have to be large orders, to avoid suspicion.

-How large? -Say 10,000.

-Well, at least we'll have spares. -Yes.




Don't suppose you want a taste.

I just keep offering, thinking maybe someday you'll get wise.

There's nothing wise in what you do, Flass.

Well, Jimbo, you don't take the taste, makes us guys nervous.

I'm no rat.

In a town this bent, who's there to rat to anyway?


BATMAN: Don't turn around.

You're a good cop. One of the few.

GORDON: What do you want?

BATMAN: Carmine Falcone brings in shipments of drugs every week.

Nobody takes him down. Why?

He's paid up with the right people.

What will it take to bring him down?

Leverage on Judge Faden...

...and a DA brave enough to prosecute.

Rachel Dawes.

Who are you?

BATMAN: Watch for my sign.

You're just one man?

BATMAN: Now we're two.



OFFICER: What the hell was that?

Just some nut.

Well, what is it today? More spelunking?

No. Today it's BASE-jumping.


-That like parachuting? -Kind of.

Do you have any lightweight fabrics?

You know, I think I have just the thing.

It's called memory cloth. Notice anything?

Regularly flexible...

...but put a current through it...

-...molecules realign, it becomes rigid. -What kind of shapes can you make?

Can be tailored to fit any structure based on a rigid skeleton.

Too expensive for the Army?

I don't think they tried to market it to the billionaire, BASE-jumping crowd.

-Look, Mr. Fox. -Yes, sir?

If you're uncomfortable--

Mr. Wayne, if you don't want to tell me exactly what you're doing...

...when I'm asked, I don't have to lie.

But don't think of me as an idiot.

Fair enough.

What's that?

The Tumbler?

Oh, you wouldn't be interested in that.

She was buiIt as a bridging vehicle.

During combat, two of these would jump over a river, towing cables.

Over here on the throttle, flip that open and throttle up.

This will boost you into a rampless jump-- Not now!

Not-- Not now, sir.

COMPUTER: Afterburner disengaged.

We never could get the damn bridge to work...

...but this baby works just fine.

So, what do you think?

Does it come in black?

I need you at the docks Thursday.

-Problems? -I don't want any trouble...

-...with the last shipment. -Sure.

Word on the street is you got a beef with somebody in the DA's office.

-Is that right? -And that there's a fat prize...

...waiting for anybody willing to do anything about it.

So, what's your point, Mr. Flass?

Have you seen the girl?

FLASS [ON RADlO]: It's a cute little assistant DA.

Don't you think that's a little too much heat to bring down, maybe?

-Even for this town. -Never underestimate Gotham City.

People get mugged coming home from work every day of the week.

Sometimes-- Sometimes things just go bad.

It's a problem with the graphite, sir.

The next 10,000 will be up to specifications.

-At least they gave us a discount. -Quite.

In the meantime, sir, may I suggest you try to avoid landing on your head?

Why bats, Master Wayne?

Bats frighten me.

It's time my enemies shared my dread.

FLASS: What is this?


Looks fine out there.

The bears go straight to the dealers.

Yeah, and the rabbits go to the man in the Narrows.

-What's the difference? -Ignorance is bliss, my friend.

Don't burden yourseIf with the secrets of scary people.


Hey. Steiss.


MAN: What?

What the...?



I better check it.


There's a problem out here. You better bail.


Where are you?!




Take a ride. Oh, shit.

What the hell are you?


I'm Batman.

Nice coat.


Hold it.

That's right, you better run.



Falcone sent them to kill you.

-Why? -You rattled his cage.

-What's this? -Leverage.

-For what? -To get things moving.

Who are you?

Someone like you.

Someone who'll rattle the cages.

Ma'am? Everything okay?

OFFICER: Falcone's men? -Does it matter?

We'll never tie him to it anyway.

I wouldn't be too sure of that.

What the hell is that?

Cut him down.

LOEB: Unacceptable.

Now, I don't care if it's rival gangs, Guardian AngeIs...

...or the goddamn Salvation Army...

...get them off the street and off the front page.

They say it was just one guy. Or a creature.

It was some asshole in a costume.

-Yeah? -This guy did deliver us... of the city's biggest crime lords.

No one takes the law into their own hands in my city.


RACHEL: No way to bury it now. FINCH: There's still Judge Faden.

-I've got Faden covered. -What about this bat they babble about?

Even if these guys will swear to being thrashed by a giant bat...

...we've got Falcone at the scene.

Drugs, prints, cargo manifests. This bat character gave us everything.

Okay. Let's do it.

-Bats are nocturnal. ALFRED: Bats may be.

But even for billionaire playboys, 3:00 is pushing it.

The price for leading a double life, I fear.

Your theatrics made an impression.

BRUCE: Theatricality and deception...

...are powerful weapons, AIfred. This is a good start.

If those are to be the first of many injuries to come... would be wise to find a suitable excuse.

Polo, for instance.

I'm not learning polo, AIfred.

Strange injuries, a nonexistent social life.

These things beg the question... to what exactly does Bruce Wayne do with his time and his money.

What does someone like me do?

Drive sports cars, date movie stars.

Buy things that are not for sale.

Who knows, Master Wayne, you start pretending to have fun... might even have a little by accident.

MAN: Sir.

-We have a situation. -All right.

The Coast Guard picked up one of our cargo ships last night...

...heavily damaged, all crew missing, probably dead.

The ship was carrying a prototype weapon.

It's a microwave emitter.

It's designed for desert warfare, but it--

It looks like somebody...

...turned it on.

It uses focused microwaves to vaporize the enemy's water supply.

The damage to the ship was catastrophic.

The weapon itseIf is....



MAN: Mr. Wayne.

Nice car.

You should see my other one.

WOMAN: He's done something the police never have.

MAN: You can't take the law into your own hands.

Well, at least he's getting something done.

MAN: Bruce, help me out here. -Huh?

Well, a guy who dresses up like a bat clearly has issues.

But he's put Falcone behind bars.

MAN: Now the cops want him. What does that tell you?

They're jealous.

Sir, the pool is for decoration...

...and your friends do not have swimwear.

Well, they're European.

I'm going to have to ask you to leave.

-It is not a question of money. -Well, you see...

...I'm buying this hotel...

...and setting some new rules about the pool area.

I think the Batman deserves a medal.

And a straitjacket to pin it on.

MAN: Thank you.



I'd heard you were back.

What are you doing?

Just swimming here. Wow, it is good to see you.

You were gone a long time.

-I know. How are things? -The same.

Job's getting worse.

Can't change the world on your own.

What choice do I have...

...when you're too busy swimming?

Rachel, all of--

All this....

It's-- It's not me. It's....

Inside, I am....

I am more.

WOMAN 1: Come on, Bruce. Come on.

WOMAN 2: Bruce, we have some more hoteIs for you to buy.


...deep down you may still be that same great kid you used to be.

But it's not who you are underneath...'s what you do that defines you.

WOMAN: Dr. Crane, thanks for coming.

Not at all. He cut his wrists?

Probably looking for the insanity plea. But if anything should happen....

Of course, better safe than sorry.

Yeah, Dr. Crane, I can't take it anymore. It's all too much.

The walIs are closing in. Blah, blah, blah.

A couple of days of this food, it'll be true.

-What do you want? -I wanna know... you're gonna convince me to keep my mouth shut.

About what? You don't know anything.

I know you don't want the cops to take a closer look at the drugs they seized.

And I know about your experiments with the inmates of your nut house.

See, I don't go into business with a guy without finding out his dirty secrets.

And those goons you used.

I own the muscle in this town.

Now, I've been bringing your stuff in for months... whatever he's planning, it's big, and I want in.

Well, I already know what he'll say.

That we should kill you.

Even he can't get me in here. Not in my town.

Would you like to see my mask?

I use it in my experiments.

Now, I'm probably not very frightening to a guy like you.

But these crazies, they can't stand it.

So when did the nut take over the nut house?


SCARECROW: They scream and they cry...

...much as you're doing now.

Well, he's not faking. Not that one.

I'll talk to the judge and see if I can get him moved... the secure wing at Arkham. I can't treat him here.

BATMAN: Storm's coming.

The scum is getting jumpy because you stood up to Falcone.

It's a start. Your partner was at the docks with Falcone.

Well, he moonlights as a low-level enforcer.

They were splitting the shipment in two. Only haIf went to the dealers.

Why? What about the other haIf?

-Flass knows. -He won't talk.

He'll talk to me.

GORDON: Commissioner Loeb set up a massive task force to catch you.

-He thinks you're dangerous. -What do you think?

I think you're trying to help.

But I've been wrong before.



FLASS: Come on, I ain't got all night.

Flass, I have kids to feed.

What, they don't like falafel?


Where were the other drugs going?

I never knew. I don't know.

-I swear to God. -Swear to me!


I don't-- I don't know. I never knew. Never.

They went to some guy for a couple days before they went to the dealers.


There was something-- Something eIse in the drugs...

-...something hidden. -What?

I never went to the drop-off point. It was in the Narrows.

-Cops only go there in force. -Do I look like a cop?


FINCH: This is the one I'm talking about.

-What's your problem with it? -It shouldn't exist.

This ship left Singapore with 246 containers, but arrived with 247.

I'm guessing there's something I'm not supposed to find in there.

Listen, counselor, we don't wanna know what's in Mr. Falcone's crate.

Things are working a little differently now. Open it up.

FINCH: What the hell is this?


It's you, isn't it? Everybody's been talking about you.

MAN: Get in here!

The other kids won't believe me.


Get rid of all traces.

MAN: Better torch the whole place. CRANE: All right.


SCARECROW: Having trouble?

Take a seat. Have a drink.

You look like a man who takes himseIf too seriously.

Do you want my opinion? You need to lighten up.


AIfred, help me.

Blood. Take. Take poison. Blood poison.

Poisonous. Poisonous.

THOMAS: Bruce...

...why do we fall?

-How long was I out? -Two days.

It's your birthday.

Many happy returns.

I've feIt these effects before, but this was so much more potent.

It was some kind of hallucinogen, weaponized, in aerosol form.

You have been hanging out in the wrong clubs, Mr. Wayne.

I called Mr. Fox when your condition worsened after the first day.

FOX: I analyzed your blood...

...isolating the receptor compounds and the protein-based catalyst.

Am I meant to understand any of that?

Not at all. I just wanted you to know how hard it was.

-Bottom line, I synthesized an antidote. -Could you make more?

You planning on gassing yourseIf again, Mr. Wayne?

Well, you know how it is. You're out at night, looking for kicks...

...someone's passing around the weaponized hallucinogens....

I'll bring what I have. The antidote should inoculate you for now.

AIfred, always a pleasure.


-You sure you don't want to come in? -I have to get back.

-I wanted to leave this. -Thank you.

BRUCE: Rachel?

RACHEL: Looks like someone's been burning the candle at both ends.

-Must've been quite an occasion. -It is my birthday.

I know. I'm sorry I can't come tonight. I was just dropping off your present.

-You've got better plans? -My boss has been missing for days...

...which means I should probably start by looking... the bottom of the river. -Rachel.


RACHEL: Excuse me.

Rachel Dawes.

Who authorized that? Get Crane down there now. Don't take no for an answer.

Call Dr. Lehmann, tell him we need our own assessment to the judge by morning.

-What's wrong? -It's Falcone.

Dr. Crane moved him to Arkham Asylum on suicide watch.

You're going to Arkham now? It's in the Narrows, Rachel.

You enjoy your party, Bruce.

-Some of us have work to do. -You be careful.

Happy birthday.

But, Master Wayne, the guests will be arriving.

Keep them happy until I arrive.

Tell them that joke you know.


EARLE: Having fun?

Bill? Now, what's a big shot like you doing in a place like this?

I need some information.

The Wayne Enterprise 47-B, 1-ME.


It's a microwave emitter. It was designed to vaporize an enemy's water supply.

Rumor was they tested dispersing water-based chemicaIs into the air...

...but isn't that illegal?

I want all the information on the development of this project...

...all data, files, backup disks, on my desk right away.

Did you lose one?

I'm merging your department with Archives.

And I am firing you.

Didn't you get the memo?

FALCONE: Scarecrow.


Miss Dawes, this is most irregular.

I have nothing to add to the report I filed with the judge.

-I have questions about your report. -Such as?

Isn't it convenient for a 52-year-old man who has no history of mental illness... have a psychotic breakdown just when he's about to be indicted?

As you can see for yourseIf, there is nothing convenient about his symptoms.

-Scarecrow. -What's "scarecrow"?

Patients suffering delusional episodes often focus their paranoia...

...on an external tormentor...

...usually one conforming to Jungian archetypes.

In this case, a scarecrow.

-He's drugged? -Psychopharmacology is my primary field.

CRANE [ON RADIO]: I'm a strong advocate.

Outside, he was a giant.

In here, only the mind can grant you power.

You enjoy the reversal.

I respect the mind's power over the body.

It's why I do what I do.

I do what I do to keep thugs like Falcone behind bars, not in therapy.

I want my own psychiatric consuItant to have full access to Falcone...

...including blood work. Find out what exactly you put him on.

-First thing tomorrow, then. -Tonight.

I've already paged Dr. Lehmann at County General.

CRANE: As you wish.

This way, please.

There's something I think you should see.

This is where we make the medicine.

Perhaps you should have some, clear your head.


Who knows you're here?

Who knows?

He's here.

MAN 1: Who?

The Batman.

MAN 1: What do we do? -What anyone does...

...when a prowler comes around.

-Call the police. -You want the cops here?

At this point, they can't stop us.

But the Batman has a talent for disruption.

Force him outside, the police will take him down. Go.

MAN 1: What about her? CRANE: She hasn't got long.

I gave her a concentrated dose.

The mind can only take so much. Now go.

MAN 2: The things they say about him.

Can he really fly?

MAN 3: I heard he can disappear.

Well, we'll find out.

Won't we?


Taste of your own medicine, doctor?

What have you been doing here?

Who are you working for?

Ra's-- Ra's al Ghul.

Ra's al Ghul is dead. Who are you working for?


Dr. Crane isn't here right now.

But if you'd like to make an appointment....


OFFICER [OVER P.A.]: Batman, put down your weapons and surrender.

You're surrounded.

-What are you waiting for? -Backup.

-Backup? -The Batman's in there.

SWAT's on the way. But if you wanna go in now...

...I'll be right behind you, sir.

SWAT's on the way.

-Hey. -Hey.

GORDON: What's happened to her?

Crane poisoned her with a psychotropic hallucinogen, a panic-inducing toxin.

-Let me get her down to the medics. -They can't help her, but I can.

Get her downstairs. Meet me in the alley.

Crane's been smuggling his toxin hidden in Falcone's drugs...

...and they're dumping it into the water supply.

-What was he planning? -I don't know.

Was he working for Falcone?

He mentioned someone eIse, someone worse.

She needs the antidote before the damage is permanent.

-How long does she have? -Not long.


What is that?

-Backup. -What the--?


Excuse me.

BATMAN: How is she? -She's fading. We gotta go.

I'll get my car.

BATMAN: I brought mine.


I've gotta get me one of those.

OFFICER 1: He is in a vehicle.

OFFICER 2 [OVER RADIO]: Make and color?

It's a black...


Stay calm.

You've been poisoned.

I'm on him.

Breathe slowly.

Hold on.

-What are you doing? -Shortcut.

OFFICER 3 [OVER RADIO]: Air One to ground, block that ramp.

He's got no way off that roof.

Turn off your engine. Step away from the car.

-Trust me. COMPUTER: Weapons system activated.

Who is this guy?

OFFICER 2 [OVER RADIO]: Where's he going?

He's on the roof.

OFFICER 2: What street is he taking? -He's not on a street.

He's flying on rooftops.

At least tell me what it looks like.

Never mind.

Got him.

Coming right up on his butt.

OFFICER 3: We're tracking suspect vehicle heading west on I-17.

-Air One to ground. -I lost him.

OFFICER 3: We've lost visual. Exit 9 is blocked.

We'll loop back to check the frontage road.

COMPUTER: Stealth mode activated.

Stay with me.

What--? There he is.

Just hold on.


GORDON: They get any of this into the mains?


Notify the water company. There's gotta be a way to isolate it.

No. They put it all in. They must've been at this for weeks.

-Gotham's entire water supply is laced. -Why haven't we feIt the effects?

Must be a compound that has to be absorbed through the lungs.


BATMAN: How do you feel?

Where are we?

-Why did you bring me here? -If I hadn't, your mind would be lost.

-You were poisoned. -It was--

-It was Dr. Crane. -Rest. Gordon has Crane.

Is Sergeant Gordon your friend?

I don't have the luxury of friends.

I'm gonna give you a sedative. You'll wake up back at home.

When you do, get these to Gordon, and Gordon alone. Trust no one.

-What are they? -The antidote.

One for Gordon to inoculate himseIf, the other for mass production.

RACHEL: Mass production?

Crane was just a pawn. We need to be ready.

When you told me your grand plan for saving Gotham...

...all that stopped me from calling the men in white coats...

...was when you said it wasn't about thrill-seeking.

-It's not. -What would you call that?

-Damn good television. -It's a miracle no one was killed.

I didn't have time to observe the rules of the road, AIfred.

You're getting lost inside this monster of yours.

I'm using this monster to help other people, just like my father did.

For Thomas Wayne, helping others...

...wasn't about proving anything to anyone, including himseIf.

It's Rachel, AIfred. She was dying.

She's downstairs, sedated. I need you to take her home.

Well, we both care for Rachel, but what you're doing has to be beyond that.

It can't be personal, or you're just a vigilante.

-Is Fox still here? -Yes, sir.

We need to send these people away.

Those are Bruce Wayne's guests. You have a name to maintain.

I don't care about my name.

It's not just your name, sir. It's your father's name.

And it's all that's left of him.

Don't destroy it.


-Mr. Earle. -Happy birthday, Bruce.

Thank you.

How did the stock offering go?

Prices soared.

Who was buying?

All kinds of funds and brokerages.

It's a bit technical.

The key thing is...

...our company's future is secure.


A little the worse for wear, I'm afraid.

GORDON: What was the plan, Crane?

How were you gonna get your toxin into the air?

Scarecrow. Scarecrow.

Who were you working for, Crane?

Oh, it's too late.

You can't stop it now.


MAN: Happy birthday, Bruce. -Thank you. Thanks.

And thank you for that item.

You're welcome.

-I know you'll put it to good use. -I already have.

How long would it take to manufacture on a large scale?

Weeks. Why?

Somebody's planning to disperse the toxin using the water supply.

The water supply won't help you disperse an inhalant.


Unless you have a microwave emitter powerful enough... vaporize all the water in the mains.

A microwave emitter like the one Wayne Enterprises just misplaced.


Earle just fired me for asking too many questions about it.

Go back to Wayne Enterprises now and start making more of that antidote.

The police are gonna need as much as they can get their hands on.

My security clearance has been revoked.

That wouldn't stop a man like you, would it?

I suppose not.

-Bruce, there's somebody you must meet. -Not now, Mrs. Delane.

Now, am I pronouncing this right...

...Mr. Ra's al Ghul?

You're not Ra's al Ghul.

I watched him die.

DUCARD: But is Ra's al Ghul immortal?

Are his methods supernatural?

Or cheap parlor tricks to conceal your true identity, Ra's?

Surely a man who spends his nights scrambling over the rooftops of Gotham...

...wouldn't begrudge me dual identities.

I saved your life.

I warned you about compassion, Bruce.

Your quarrel is with me.

You let these people go.

You are welcome to explain the situation to them.

BRUCE: Everyone.



I want to thank you all for coming here tonight and drinking all of my booze.


No, really.

There's a thing about being a Wayne...

...that you're never short of a few freeloaders, like yourselves... fill up your mansion with. So here's to you people. Thank you.

-That's enough, Bruce. -I'm not finished.

To all of you....

All of you phonies, all of you two-faced friends... sycophantic suck-ups who smile through your teeth at me...

...please, leave me in peace.

Please go.

Stop smiling, it's not a joke. Please leave.

The party's over, get out.

The apple has fallen very far from the tree, Mr. Wayne.

He's turning into a jerk.


But pointless. None of these people have long to live.

Your antics at the asylum have forced my hand.

So Crane was working for you.

His toxin is derived from the organic compound found in our blue flowers.

He was able to weaponize it.

He's not a member of the League of Shadows?

Of course not. He thought our plan was to hold the city to ransom.

But really, you are gonna release Crane's poison on the entire city.

Then watch Gotham tear itseIf apart through fear.

BRUCE: You're gonna destroy millions of lives.

DUCARD: Only a cynical man would call what these people have "lives," Wayne.

Crime. Despair.

This is not how man was supposed to live.

The League of Shadows has been a check against human corruption...

...for thousands of years.

We sacked Rome. Loaded trade ships with plague rats.

Burned London to the ground.

Every time a civilization reaches the pinnacle of its decadence...

...we return to restore the balance.

Gotham isn't beyond saving.

Give me more time. There are good people here.

You're defending a city so corrupt...

...we have infiItrated every level of its infrastructure.

Time to play.

When I found you in that jail, you were lost.

But I believed in you.

I took away your fear, and I showed you a path.

You were my greatest student.

It should be you standing by my side, saving the world.

I'll be standing where I belong.

Between you and the people of Gotham.

No one can save Gotham.

When a forest grows too wild, a purging fire is inevitable and natural.

Tomorrow the world will watch in horror as its greatest city destroys itseIf.

The movement back to harmony will be unstoppable this time.

-You attacked Gotham before? -Of course.

Over the ages our weapons have grown more sophisticated.

With Gotham we tried a new one. Economics.

But we underestimated certain of Gotham's citizens...

...such as your parents.

Gunned down by one of the very people they were trying to help.

Create enough hunger and everyone becomes a criminal.

Their deaths galvanized the city into saving itseIf...

...and Gotham has limped on ever since.

We are back to finish the job.

And this time no misguided idealists will get in the way.

Like your father, you lack the courage to do all that is necessary.

If someone stands in the way of true justice... simply walk up behind them and stab them in the heart.

-I am gonna stop you. -You never did learn... mind your surroundings.

Justice is balance.

You burned my house and left me for dead.

Consider us even.

No one comes out. Make sure.

GORDON: They're all gone?

-How many from maximum security? -Every one of them.

Serial killers, rapists.

Raise the bridges. We don't want any getting off the island.

FLASS: Yeah, I'll raise the bridges...

...when I get every available unit out here to catch the homicidal maniacs...

-...that are running loose out there. -Come on!

I hope you're not a member of the fire brigade.

Master Wayne! Master Wayne!

What is the point of all those pushups if you can't even lift a bloody log?


BRUCE: What have I done, AIfred?

Everything my family... father, buiIt....

The Wayne legacy is more than bricks and mortar, sir.

I wanted to save Gotham.

I failed.

Why do we fall, sir?

So that we can learn to pick ourselves up.

You still haven't given up on me?



MAN: Harassment! I see harassment!

Maybe you'd like to see some excessive force?

Madman with a gun.

WOMAN [ON TV]: With residents furious... the unprecedented show of police strength to round up the inmates....

We're about to raise these bridges.

Officer, I am a Gotham City district attorney. Let me pass.

-Just shut up! -Hey, Flass, cool it!

OFFICER 1: Hold these people back.

OFFICER 2: Hey, Gordon. Somebody here to see you.

-What are you doing here? -Our friend sent me with this.

It counteracts Crane's toxin.

Hopefully you won't need it.

Not unless he's got some way of getting that crap into the air.

All right, last one across.

OFFICER 1: People, they want this bridge up in no more than three minutes!

Better get you off the island before they raise the bridges. Patrolman!



I can't find my mom.


What the hell are you doing?

DUCARD: Gentlemen...

...time to spread the word.

And the word is...

Jesus. The pressure, it's spiking.


Right there.

MAN: That water main is right under the Narrows.


RACHEL: It's okay.


This is Commissioner Loeb.

Come on, somebody talk to me.

Come on!

GORDON: Loeb, Loeb. This is Gordon.

What the hell is going on?

We need reinforcements. TAC teams, SWAT, riot cops!

Gordon! All the city's riot police are on the island with you!

GORDON [OVER RADlO]: Well, they're completely incapacitated!

It's okay, it's okay. No one's gonna hurt you.

SCARECROW: Of course they are!

-Crane? -No. Scarecrow.


...there's nobody left to send in.

GORDON: So I'm on my own?

The Narrows is tearing itseIf to pieces.

This is just the beginning. If they hit the whole city...

...there's nothing to stop Gotham tearing itseIf apart.

-How are they gonna do that? -The train.

The monorail follows the water mains to the central hub beneath Wayne Tower.

If the machine gets to the station...'ll cause a chain reaction that'll vaporize the city's water supply.

Covering Gotham in this poison.

I'm gonna stop him from loading that train, but I may need your help.

-What do you need? -Can you drive stick?

SCARECROW: There you are!

There is nothing to fear...

...but fear itseIf!

I am here to help you!


Batman will save us. He'll come.

-He'll come. -Don't peek.

This is Gordon. Prepare to lower the bridge.

I told you he'd come.


You could die.

At least tell me your name.

It's not who I am underneath...

...but what I do that defines me.


Well, well. You took my advice about theatricality a bit literally.

-It ends here. -For you and the police, maybe.

My fight, however, lies with the rest of Gotham.

Now, if you'll excuse me, I have a city to destroy.

-I can't beat two of your pawns? -As you wish.


In 100 yards.

DUCARD: Gentlemen.

Who the hell authorized this?

COMPUTER: Distance to Wayne Tower, three miles.

The pressure's moving along the mains, blowing the pipes.

If that pressure reaches us...

...the water supply right across the whole city is gonna blow!

COMPUTER: At the next intersection, turn right.

You will never learn.


-Familiar. Don't you have anything new? -How about this?!

COMPUTER: You have arrived at Wayne Tower.

MAN: Evacuate the building.

We're on top of the main hub and it's gonna blow.

COMPUTER: Weapons system activated.

Nice ride.



Don't be afraid, Bruce.

Come on. Come on.

DUCARD: 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.

Who said anything about stopping it?


BATMAN: You never learned to mind your surroundings!

Have you finally learned to do what is necessary?

I won't kill you...

...but I don't have to save you.

JESSlCA: The meeting's already started. -What meeting?

Fox, I seem to remember firing you.

You did.

I got another job.


On whose authority?

ALFRED: Batman may have made the front page...

...but Bruce Wayne got pushed to page eight.


Bruce Wayne.

What makes you think you can decide who's running Wayne Enterprises?

-The fact that I'm the owner. EARLE: What are you talking about?

The company went public a week ago.

And I bought most of the shares.

Through various charitable foundations and trusts and so forth.

Look, it's all a bit technical, but the important thing... that my company's future is secure.

Right, Mr. Fox?

FOX: Right you are, Mr. Wayne.

Didn't you get the memo?

-I'm sorry I didn't tell you, Rachel. -No. No, Bruce...

...I'm sorry.

The day that Chill died, l....

I said terrible things.

But true things.

I was a coward with a gun...

...and justice is about more than revenge, so thank you.

I never stopped thinking about you.

About us.

And when I heard you were back, l....

I started to hope.

But then I found out about your mask.

Batman's just a symbol, Rachel.

No. This... your mask.

Your real face is the one that criminaIs now fear.

The man I loved...

...the man who vanished...

...he never came back at all.

But maybe he's still out there somewhere.

Maybe someday, when Gotham no longer needs Batman...

...I'll see him again.

-Proved me wrong, you know. -About what?

Your father would be very proud of you.

Just like me.

RACHEL: What will you do?

Rebuild it.

Just the way it was, brick for brick.

Just the way it was, sir?

Yeah, why?

I thought this might be a good opportunity for...

...improving the foundations.

-In the southeast corner? -Precisely, sir.

-Nice. -I couldn't find any mob bosses.

BATMAN: Well, sergeant? -It's "lieutenant" now.

You really started something.

Bent cops running scared.

Hope on the streets.

-But? -The Narrows is lost.

And we still haven't picked up Crane or haIf the inmates of Arkham that he freed.

We will.

We can bring Gotham back.

-What about escalation? -Escalation?

We start carrying semiautomatics, they buy automatics.

We start wearing Kevlar, they buy armor-piercing rounds.

-And? -And you're wearing a mask...

...and jumping off rooftops.

Now, take this guy.

Armed robbery, double homicide.

Got a taste for the theatrical, like you.

Leaves a calling card.

I'll look into it.

I never said thank you.

And you'll never have to.