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14 years later, Chill is granted parole in exchange for testifying against Gotham City crime boss Carmine Falcone. Bruce goes to the trial, intending to kill Chill, but one of Falcone's assassins does so first. Bruce's childhood friend, assistant district attorney Rachel Dawes, chides him for attempting to take the law into his own hands. Bruce later confronts Falcone, who tells him that real power comes from being feared. Bruce decides to travel and learn about the criminal underworld, before becoming a criminal himself. In a Bhutanese prison, 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 training, Bruce learns the League's true intention is to destroy Gotham, which it views as corrupt beyond saving. 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 spoiled 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, played by Morgan Freeman, who shows him various prototype technologies, including the Tumbler (a heavily armored car) 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. Meanwhile, a prototype Microwave Emitter is stolen from a Wayne Enterprises cargo ship.
Back in Gotham, 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 burlapmask, driving Falcone insane with fear of the "Scarecrow". While investigating Crane, Batman is also exposed to the drug, 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, who exposes Crane to the toxin and interrogates him. Crane reveals that he was working on the orders of Ra's al Ghul, but Batman refuses to believe him, replying Ra's is dead. Batman escapes with Rachel 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: having stolen the Microwave Emitter and conspired with Crane, they intend to vaporize the city's toxin-riddled water supply, making it airborne and creating mass hysteria and violence. The League sets fire to the mansion and Bruce is nearly trapped inside, but Alfred saves him at the last minute. As the League begins unleashing the toxin, Batman rescues Rachel from a drug-induced mob and indirectly reveals his true identity to her. He entrusts Gordon with the Tumbler and pursues Ra's, who is using Gotham's train system to deliver the weapon throughout the city. Batman confronts Ra's on the train and escapes just as Gordon uses the Tumbler to destroy the elevated tracks, leaving Ra's to die in the ensuing crash.
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, showing Batman the Bat-Signal and mentions a criminal who leaves Joker playing cards at crime scenes. Batman promises to investigate this new criminal, and disappears into the night.
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