Fourteen years later, Chill is granted parole in exchange for testifying against Gotham City crime boss Carmine Falcone. Bruce goes to the trial with a gun concealed up his sleeve, intending to kill Chill, but one of Falcone's assassins does so first. Bruce's childhood friend, assistant district attorney Rachel Dawes, scolds him for attempting to take the law into his own hands and tells him his father would be ashamed of him. Bruce later goes to the the ngihtclub where Falcone is always at and confronts him. Falcone tells him that real power comes from being feared and has his men throw Bruce out into the street. Bruce decides to travel the world and learn about criminals, before becoming a criminal himself. He is caught during criminal activites and taken to a Bhutanese prison, where Henri Ducard offers to train him in the arts of stealth and fear as a member of the League of Shadows, led by Ra's al Ghul. After completing his long training period, Bruce learns the League's true intention is to destroy Gotham City, which it views as corrupt beyond saving (the League of Shadows has done this for centuries only to cities that have been polluted with crime). Bruce refuses to join them and burns down the League's temple. Ra's is killed by falling debris, while Bruce saves an unconscious Ducard, leaving him with the local villagers.
Soon afterward, Bruce returns to Gotham. Publicly posing as a playboy, he takes an interest in his family's company, Wayne Enterprises, which is now run by the unscrupulous William Earle. Bruce meets Wayne Enterprises's top scientist Lucius Fox, who shows him various prototype technologies, including the Tumbler and a protective bodysuit. Taking these, Bruce finds an entrance to the cave under his well, confronts his fear of bats and creates a workshop, taking up the identity of "Batman". As Batman, he intercepts a drug shipment and provides Rachel with evidence to indict Falcone, empowering the honest Sgt. James Gordon and the Gotham police to arrest the previously untouchable criminal.
Falcone and his henchmen are declared mentally unfit for trial and transferred to Arkham Asylum by the corrupt Dr. Jonathan Crane, who had been using Falcone to import a drug that causes terrifying hallucinations. Crane exposes Falcone to the toxin while wearing a burlap mask, driving Falcone insane with fear of the "Scarecrow" in order to keep Falcone in Arkham. While investigating Crane, Batman is also exposed to the drug, set on fire, and thrown out an open window into an alleyway, but is rescued in time by Alfred and given an antidote by Fox. Rachel goes to Arkham, where Crane reveals that he has been dumping the toxin into Gotham's water supply before dosing her with it. She is rescued by Batman and they escape in the Tumbler, inoculating her and giving her two vials of the antidote, one for Gordon and one for mass production. Meanwhile, Gordon finds out that the compound has been laced into the entire city's water supply, but can only cause harm if inhaled.
At his birthday celebration at Wayne Manor, Bruce is confronted by Ducard, who reveals himself to be the real Ra's al Ghul. Feigning drunkenness, Bruce kicks his guests out so they will be safe, leaving him alone with Ra's and his men. Ra's reveals the League's plan to destroy Gotham; the group has conspired with Crane and stolen a powerful microwave emitter from Wayne Enterprises, intending to vaporize the city's water supply so that the toxin will trigger mass hysteria and violence. The League sets fire to the mansion and Bruce is saved by Alfred who takes him down into the batcave before the fire hits them. As the League begins unleashing the toxin, Batman rescues Rachel from a drug-maddened mob and indirectly reveals his true identity to her before pursuing Ra's onto the monorail train that is carrying the emitter toward the city's main water distribution center. Gordon uses the Tumbler's missiles to destroy a section of the tracks, and Batman escapes from the train, leaving Ra's to die when it falls and crashes.
Batman becomes a public hero, but loses Rachel, who cannot bring herself to love both Bruce and Batman. Bruce buys a controlling stake in the now publicly traded Wayne Enterprises, fires Earle, and replaces him with Fox. Gordon is promoted to Lieutenant of the Gotham Police Force, showing Batman the Bat-Signal, and mentions a criminal who leaves Joker playing cards at crime scenes. Batman promises to investigate, and disappears into the night.
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