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| - In Gotham City, a wealthy couple, Thomas and Martha Wayne (Jim Caviezel and Madeline Stowe) take their son Bruce (Max Records) to the local theatre to see The Mark of Zorro. Bruce loves the film, especially for it's depiction of a vigilante superhero in Zorro himself. As the Waynes exit the theatre, a rainstorm begins, so they decide to take a short cut down a back alley. They are accosted by Joe Chill (Brad Dourif), who produces a gun and demands that Thomas hand over his wallet. Thomas complies, telling Chill to take it easy. Chill next demands Martha's pearls, and goes to grab them. Thomas shouts for Chill to leave his wife alone and lunges forward to protect her. In the struggle, Chill's gun goes off and Thomas falls to the ground. Martha begins to scream, causing Chill to panic. He yells at Martha to shut up, and then shoots her too. Hearing police sirens in the distance, a clearly shaken Chill flees the scene, leaving Bruce alone with his parents' bodies as it begins to rain heavily. Suddenly, Bruce, now an adult, wakes up in cold sweat, revealing what we saw to have been a nightmare. Bruce (Eric Bana) enters his father's study and opens a statue on a desk, revealing a hidden button. He presses it and the wall slides open. Bruce descends into the Batcave, a large underground cave hidden beneath Wayne Manor, where he changes into his alter ego; the Batman. Two thugs, Nick and Eddie (Skeet Ulrich and Matthew Lillard) follow directions to a shipping container down at the Gotham Docks. They retrieve a large metallic crate and lift it into the back of a truck when Batman arrives. The truck swerves around and crashes. Batman drags the two thugs from the wreckage and asks them who hired them. They reply that nobody did and they were simply boosting the truck, but Batman pulls the crate out of the truck. He opens it to reveal Amazo (Jason Momoa), an android with the ability to copy the powers of every metahuman it encounters. Amazo activates and chases Batman across the docking yard, until Batman manages to jump onto it's head and attaches plastique to it, which then explodes. Amazo slides across the ground and ploughs straight into the goons, causing the truck to explode. Soon enough, police arrive at the scene, led by Sergeant James Gordon (Bryan Cranston) and his partner Arnold Flass (John C. McGinley). They are pestered by a reporter, Alexander Knox (Bill Hader) who asks them if the scene once again relates to the mysterious Batman, and if it's true that Commissioner Gillian B. Loeb (Harvey Keitel) has opened a file. Before Gordon can answer, Flass quickly brushes Knox off and he leaves. After Gordon also departs, Flass meets up with Jack Napier (Crispin Glover), a mob enforcer, to accept a bribe. Flass asks Napier where he's been spending his nights, but Napier responds that it's none of Flass' business. Knox returns to the offices of the Gotham Globe, the newspaper where he works, and meets Vicki Vale (Christina Hendricks) his new colleague to whom he is immediately attracted. Along with the rest of the Gotham Globe staff, they watch a press conference held by Mayor Hamilton Hill (Michael Keaton) where he introduces Harvey Dent (Michael Fassbender) the new Gotham District Attorney. Harvey promises to clean up Gotham and make it into a respectable place once again. This announcement comes mere weeks before Gotham's upcoming 250th Anniversary Gala. Napier is seen in a meeting with his boss, Rupert Thorne (Albert Brooks) and runs into Thorne's mistress, pop psychologist Harleen Quinzel (Amanda Seyfried), as she is leaving. Thorne offhandedly confides in Napier that he thinks she might be sleeping around behind his back, but Napier tells him not to worry. Thorne shows Napier the press conference on the news and tells him that Harvey is becoming a problem. The DA might possibly uncover their connection to the Ace Chemicals factory, so Thorne asks Napier to break in and steal the incriminating documents. Napier is reluctant, but Thorne tells him that he is his “Number One Guy.” Later, Napier is seen in bed with Harleen, revealing that they are having an affair. Vicki accompanies Knox to a charity benefit being held at Bruce Wayne's mansion in honour of Harvey Dent. Harvey arrives with his girlfriend, Assistant DA Rachel Dawes (Natalie Portman). Bruce makes a speech about how great a guy Harvey is, having known him in college. Bruce is also introduced to Vicki and Knox, and takes a liking to the former. He manages to ask her out before being called away by his faithful butler Alfred Pennyworth (Geoffrey Rush). Alfred takes Bruce down into the Batcave, where he reveals that Commissioner Loeb had to leave the party early because the police received an anonymous tip about a break-in at the Ace Chemical factory. Loeb was seemingly annoyed to learn that Flass had taken charge of the case. Bruce changes into Batman and departs in the Batmobile. Flass arrives at the factory, unknowingly followed by Gordon. Napier realizes Thorne set him up to be killed by Flass in a robbery gone wrong. Flass admits that he discovered evidence of Napier's affair with Harleen and exposed him to Thorne out of spite. Enraged, Napier shoots Flass several times in the chest, killing him. Gordon, watching nearby, is so shocked that he stumbles over and accidentally hits a steam valve, alerting Napier to his presence. Napier stalks Gordon through the factory, and eventually corners him, asking him if he's ever danced with the Devil in the pale moonlight. Before Gordon can answer, Batman crashes through the skylight. Napier spins around and tries to shoot him, but Batman deflects the bullet with the gauntlet of his suit. The bullet instead strikes a pipe, causing it to burst and scald Napier's face. Napier falls over a rail and plummets into a vat of chemicals, his body then being swept away down a waterway. Gordon tries to thank Batman for saving his life, but Batman disappears. Napier, having survived, crawls out of the sewer, only to find his appearance changed; his skin is now chalk white, his hair green, and his lips red. His face also been twisted into a permanent, demented smile. Napier visits Thorne in his office, where Thorne is shocked to find that he is still alive. Napier responds that while Jack Napier is dead, he is now the Joker. The Joker tells Thorne that it's time they moved on from the past and gives him a cigar, which Thorne lights. While talking to the Joker, the cigar suddenly explodes in Thorne's mouth, killing him while the Joker laughs. Meanwhile, Gordon is promoted to lieutenant after the affair at Ace Chemicals and is sent to arrest Thorne, based on the evidence found in the documents recovered from the crime scene. However, when the police arrive they find Thorne dead. Harvey gets a call while in bed with Rachel, informing that Thorne has been murdered. Rachel sits up and wonders who killed him. Vicki arrives at Wayne Manor for a quiet evening with Bruce. Vicki finds Bruce intriguing, believing there is more to him than his reckless playboy persona he demonstrates in public. Eventually they sleep together. Back in the underworld, the Joker holds a meeting of all the crime bosses, and tells them that he is Gotham's new kingpin. One mobster, Johnny Vitti, tells the Joker that he's crazy. The Joker offers to let Vitti leave, but not before shaking his hand. The Joker then electrocutes Vitti to death with a deadly joy buzzer, and the other bosses submit to him. News anchors Jack Ryder (Seth MacFarlane) and Summer Gleeson (Izabella Scorupco) present a report on the mysterious deaths of two glamour models who laughed themselves to death during a photo shoot. Suddenly, Gleeson herself starts to laugh uncontrollably. An annoyed Ryder tries to stop her, claiming that this isn't the time, but she collapses to the floor and dies. Ryder then finds a twisted grin on her dead body. The broadcast is then hijacked by the Joker, promoting his new product Smylenol. The Joker promises that people will continue to die unless the Batman publicly unmasks himself and turns himself over to the police. On the anniversary of his parents' murder, Bruce visits Crime Alley, the site of the killings, and lays a rose down. Vicki appears and attempts to comfort him. Nearby, a press conference is held. Bruce says there's something he has to do and approaches, planning to reveal himself so as to stop the Joker. Suddenly, Harvey steps forward and claims that he is the Batman, much to the shock of the crowd. The police prepare to escort Harvey away, when they are distracted by a girl, dressed as a clown, dancing up the street. It is revealed that this is Harleen Quinzel, having been transformed in the same way the Joker was, and is now calling herself Harley Quinn. The Joker arrives with a squad of goons in a clown car and approaches Commissioner Loeb. The Joker pulls out a large quill pen and suddenly stabs Loeb through the throat with it, announcing that the pen is mightier than the sword. He and his goons escape with the captive Harvey, while Harley opens fire on the crowd with a Tommy gun, killing several people. Vicki searches for Bruce in the chaos, but cannot find him. Batman appears shortly thereafter, chasing the Joker through the streets in the Batmobile. After a thrilling chase, Batman manages to run one of the Joker's cars off the road and retrieve Harvey, but the Joker gets away. Mayor Hill promotes Gordon to the rank of commissioner and then boldly announces that the Gotham Birthday parade will go ahead regardless of the Joker's reign of terror. Bruce examines video footage of the Joker, and deduces that he is the goon from the chemical factory and wants revenge. That night, Gordon is lying in bed with his wife Eileen (Catherine Zeta-Jones). She starts kissing him and then removes her nightie, climbing up on top of him and trying to have sex with him. Gordon tries, but is unable to really get intimate. Disappointed, Eileen rolls off of her husband and he explains that he is too distracted by the Joker's rampage, and apologizes. A naked Eileen silently gets out of the bed and goes to the bathroom, leaving a depressed Gordon alone in his bed. Meanwhile, Batman figures out that the Joker's base of operations in the Ace Chemicals factory. The Joker has been combining the deadly Smylenol with everyday hygiene and cosmetic products, hence the random deaths. Batman sneaks into the factory to retrieve a sample, but is set upon by the Joker's pet laughing hyenas, Bud and Lou. Batman manages to fight them off and escapes in the Batmobile, leaving the factory to explode, shutting down the Joker's production line. While Bruce is out, Vicki arrives at Wayne Manor and Alfred lets her in, then leaves her to wait for Bruce. She stumbles upon the Batcave, and is then confronted by Bruce. Although shocked by the revelation, Vicki decides to keep his identity a secret. Bruce promises to pursue a relationship with Vicki once he has stopped the Joker. The following night, the Gotham 250th Anniversary Parade begins. Mayor Hill is knocked out wth a mechanical boxing gloving by Harley and the Joker hijacks the parade, throwing thousands of dollars into the crowd. Vicki and Knox arrive to report on the scene, and find that the money is fake; covered with pictures of the Joker's face. Vicki spies several tanks attached to the underside of the balloons, and realizes that the Joker plans to murder everyone present. Meanwhile, with the Batmobile damaged from the raid on Ace Chemicals, Bruce approaches his personal armorer and the CEO of Wayne Enterprises, Lucius Fox (Billy Dee Williams) asks him for a new mode of transport. Fox introduces a flying vehicle which he refers to as the Batwing. Bruce takes it and departs for the parade. The Joker releases a deadly gas cloud of Smylenol, and the city begins to tear itself apart as numerous people laugh themselves to death in the street. Batman visits Gordon in his office and gives him an antidote he has developed, and tells him to pump it into Gotham's water supply. Fox, meanwhile, commandeers a monorail and heads to Wayne Tower, bringing with him an experimental microwave transmitter. Batman arrives at the parade and opens fire on the Joker's parade float, blowing away several of his goons as well as the supports that teeter the balloons to the vehicle. Harley tries to get them back and holds on, only to float away into the night sky with them. However, the Joker picks up Harley's rocket launcher and blasts the Batwing, causing it to crash. The Joker herds Vicki, Knox and the rest of the news team into a bus and flees with them. Fox activates the emitter, causing all of the water in the sewers to evaporate. As such, the antidote neutralizes the toxin, and the Joker's plan is foiled. The Joker and the remainder of his goons drag the hostages to the top of Gotham Cathedral. The police surround them, but are afraid to go in. Batman ascends the church spire and fights his way through the Joker's men. The Joker himself then tackles Batman and they both fall over the edge of the cathedral. Batman barely gets a grip, but the Joker catches on a large gargoyle and starts to pull himself up. Vicki suddenly appears and tries to pull Batman back up. The Joker pulls himself on top of the gargoyle and tries to shoot Vicki, but it is only a bang flag gun. While laughing, the Joker starts jumping up and down, causing him to lose his balance and fall over, grabbing onto the gargoyle. The gargoyle breaks off and the Joker plunges to his death, laughing all the way down. However, Batman also loses his grip and they both fall, but Batman saves them with a grappling hook. Gordon arrives in the street below and orders the police to retake the cathedral, where they rescue the hostages. Batman tells Vicki that the Joker's threat has made him realize that he cannot hope to have a normal relationship as it would endanger her too much. Although reluctant, she explains that she understands and agrees to end their relationship. She reunites with Knox, and surprises him by deciding to go home with him. Harvey makes a public address, thanking Batman for saving Gotham from the Joker's reign, and unveils a gift; the Bat-Signal. The film ends up with Batman standing on a rooftop, watching the symbol of a bat being projected onto the sky, before he dives over the edge to continue his war against crime. Harvey remarks “He's a silent guardian. A watchful protector. A dark knight.”
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