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...
...so 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.
[SIGHS]
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?
[SCREAMING]
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...
...to 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 half went to the dealers.
Why? What about the other half?
- 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.
[THUNDER RUMBLING]
[SIRENS WAILING]
FLASS: Come on, I ain't got all night.
Flass, I have kids to feed.
What, they don't like falafel?
[SCREAMING]
Where were the other drugs going?
I never knew. I don't know.
- I swear to God. - Swear to me!
[SCREAMING]
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.
Why?
There was something... Something else in the drugs...
...something hidden. - What?
I never went to the drop-off point. It was in the Narrows.
- Cops only go there when they're in force. - Do I look like a cop?
No...!
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.
So, 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?
[GUNSHOTS]
It's you, isn't it? Everybody's been talking about you.
MAN: Get in here!
The other kids won't believe me.
[DOOR OPENS]
Get rid of all traces.
THUG: Better torch the whole place. CRANE: All right.
[GLASS SHATTERS]
SCARECROW: Having trouble?
Take a seat. Have a drink.
You look like a man who takes himself too seriously.
Do you want my opinion? You need to lighten up.
[GROANING]
Alfred, 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 felt 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?
Are you planning on gassing yourself again, Mr. Wayne?
Well, you know how it is, Mr. Fox. 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.
Alfred, always a pleasure.
Lucius.
- You sure you don't want to come in? - I have to get back.
- I just 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 2 days...
...which, in this town, means that I should probably start by looking...
...at the bottom of the river. - Rachel.
[CELL PHONE RINGS]
RACHEL: Excuse me.
Rachel Dawes.
Who authorized that? Get Crane down there right now. Do not 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.
[PLAYING CODE ON PIANO]
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.
1-ME.
It's a microwave emitter. It was designed to vaporize an enemy's water supply.
Rumor was they tested dispersing water-based chemical agents 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 further 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...
...to suddenly have a complete psychotic breakdown just when he's about to be indicted?
As you can see for yourself, 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 consultant 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.
[PANTING]
[SIGH]
[SCREAMING]
Who knows you're here?
Who knows?
He's here.
THUG 1: Who?
The Batman.
THUG 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.
THUG 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.
THUG 2: The things they say about him.
Can he really fly?
THUG 3: I heard he can disappear.
Well, we'll find out.
Won't we?
[GLASS SHATTERS]
[THUD]
[GUNSHOTS]
A 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?
Crane.
Dr. Crane isn't here right now.
But if you'd like to make an appointment...
[SIRENS WAILING]
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 inside Falcone's drugs...
...and then dumping it into the water supply.
- What was he planning? - I don't know.
Was he working for Falcone?
He mentioned someone else, someone worse.
I need to get her the antidote before the damage's become permanent.
- How long does she have? - Not long.
[BUZZING IN DISTANCE]
What is that?
- Backup. - What the...?
[BATS SQUEAKING]
Excuse me.
BATMAN: How is she? - She's fading. We gotta go.
I'll get my car.
BATMAN: I brought mine.
Yours?
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...
...tank.
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.
Rachel!
GORDON: They get any of this crap into the mains?
HAZMAT TECHNICIAN: Oh yeah.
Notify the water company. There's gotta be a way of isolating the area.
You don't understand. They put it all in. They must've been at this for weeks.
- Gotham's entire water supply is laced with it. - Why haven't we felt the effects?
Must be a compound that has to be absorbed through the lungs.
[BATS SQUEAKING]
BATMAN: How do you feel?
Where are we?
- Why did you bring me here? - If I hadn't, your mind would now 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 himself, 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...
...the only thing that stopped me from calling the men in white coats...
...was when you said that 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, Alfred.
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 himself.
It's Rachel, Alfred. She was dying.
She's downstairs, sedated. I need you to take her home.
Well, we both care for Rachel, sir, 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 now.
Those are Bruce Wayne's guests, sir. 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.
[GUESTS SINGING "HAPPY BIRTHDAY"]
- 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.
Great.
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.
GORDON: Here.
GUEST: 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.
What?
Unless you have a microwave emitter powerful enough...
...to vaporize all the water in the mains.
A microwave emitter like the one Wayne Enterprises just misplaced.
Misplaced?
Earle just fired me for asking too many questions about it.
I need you to go back to Wayne Enterprises right now and start making more of that antidote.
I think the police are gonna need as much as they can get their hands on, ok?
My security clearance has been revoked.
That wouldn't stop a man like you, now, would it?
I suppose not.
- Bruce, there's somebody here 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.
Everybody?
[FAKING DRUNKENNESS] I...
I want to thank you all for coming here tonight and drinking all of my booze.
[GUESTS LAUGHING]
No, really.
There's a thing about being a Wayne...
...that you're never short of a few freeloaders, like yourselves...
...to 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...
...you 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.
Amusing.
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 itself apart through fear.
BRUCE: You're gonna destroy millions of lives.
DUCARD/RA'S AL GHUL: 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 infiltrated 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 itself.
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 itself...
...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...
...you simply walk up behind them and stab them in the heart.
- I am gonna stop you. - You never did learn...
...to 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.
Get them to 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?
[PLAYING CODE ON PIANO]
BRUCE: What have I done, Alfred?
Everything my family...
...my father, built...
The Wayne legacy is more than bricks and mortar, sir.
I wanted to save Gotham.
And I failed.
Why do we fall, sir?
So that we can learn to pick ourselves up.
You still haven't given up on me?
Never.
GORDON: Down!
MAN: Harassment! I see harassment!
Maybe you'd like to see some excessive force?
Madman with a gun.
FEMALE TV HOST: With residents furious...
... at 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? - A mutual 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!
Go!
[PEOPLE SHOUTING INDISTINCTLY]
I can't find my mom.
RACHEL: Hey!
What the hell are you doing?
DUCARD/RA'S AL GHUL: Gentlemen...
...time to spread the word.
And the word is...
...panic.
[PEOPLE SCREAMING]
Jesus. The pressure, it's spiking.
[BEEPING]
Right there.
OLDER TECHNICIAN: That water main is right under the Narrows.
[PEOPLE COUGHING]
RACHEL: It's okay.
[SPEAKING INDISTINCTLY, DISTORTED VOICE]
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 RADIO]: Well, they're completely incapacitated!
It's okay, it's okay. No one's gonna hurt you.
SCARECROW: Of course they are!
RACHEL: Crane? CRANE/SCARECROW: No. Scarecrow.
Gordon...
...there's nobody left to send in.
GORDON: So I'm on my own?
The Narrows is tearing itself to pieces.
This is just the beginning. If they hit the whole city with toxin...
...there's nothing to stop Gotham tearing itself apart from mass-panic.
- How are they gonna do that? - They'll be using the train.
The monorail follows the water mains to the central hub beneath Wayne Tower.
If they get their machine into Wayne station...
...it'll cause a chain reaction that'll vaporize the entire 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 itself!
I am here to help you!
[SCARECROW SCREAMING]
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.
RACHEL: Wait.
You could die.
At least tell me your name.
It's not who I am underneath...
...but what I do that defines me.
Bruce?
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.
COMPUTER: GPS online.
In 100 yards.
DUCARD/RA'S AL GHUL: Gentlemen.
Who the hell authorized this?
COMPUTER: Distance to Wayne Tower, three miles.
The pressure's moving along the mains, blowing all the pipes.
And 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.
Sorry.
- Familiar. Don't you have anything new? - How about this?!
COMPUTER: You have arrived at Wayne Tower.
OLDER TECHNICIAN: Evacuate the building.
We're on top of the main hub and it's gonna blow.
COMPUTER: Weapons system activated.
Nice ride.
COMPUTER: Armed.
[BEEPING]
Don't be afraid, Bruce.
Come on. Come on.
DUCARD/RA'S AL GHUL: You are just an ordinary man in a cape.
That's why you couldn't fight injustice, and that's why you can't stop this train.
Who said anything about stopping it?
Yes!
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.
JESSICA: The meeting's already started. - What meeting?
Fox, I seem to remember firing you.
You did.
I got another job.
Yours.
On whose authority?
ALFRED: Batman may have made the front page...
...but Bruce Wayne got pushed to page eight.
[CELL PHONE RINGS]
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...
... is 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, I...
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, I...
I started to hope.
But then I found out about your mask.
Batman's just a symbol, Rachel.
No. This...
...is your mask.
Your real face is the one that criminals 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 half 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, ...
...jumping off rooftops.
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.