Commissioner James Gordon (Gary Oldman) is delivering a eulogy for Harvey Dent at the end of The Dark Knight: "I knew Harvey Dent. I was his friend. And it will be a very long time before someone... inspires us the way he did. I believed in Harvey Dent..."Eight years later, a van is driving across a field, occupied by Russian soldiers. They are transporting a nuclear scientist, Dr. Leonid Pavel (Alon Aboutboul). Sitting in the backseats are three prisoners, who are handcuffed, have hoods over their heads, and rifles trained on them. The van arrives at an airfield, where it meets a jet occupied by a CIA agent, Bill Wilson, (Aidan Gillen) and U.S. Special Ops soldiers from an extraction team, whom Dr. Pavel has cut a deal with. The CIA agent refuses to let the hooded prisoners come on his aircraft. The agent is told by the truck driver, Barsad (Josh Stewart), that they are mercenaries who work for the masked man. He takes it that the "masked man" is Bane, an infamous terrorist, and brings them on board.During the flight, Wilson interrogates the prisoners for information about Bane. He has one prisoner dragged to the cargo door and demands to know who paid the men to kidnap Dr. Pavel. When the man refuses to talk, Wilson pulls his pistol and fires a shot away from the man's head and pulls the man back inside. The second prisoner is pulled over to the door and given the same treatment. This time, Wilson asks him about the mask that Bane wears. The man fails to talk leading Wilson to believe he's "awfully loyal for a hired gun".At this point, the third prisoner - who sounds like he is talking through a voice amplifier- suggests that his comrade is wondering why would someone shoot a man before throwing him out of a plane? Wilson signals for one soldier to seal the door and asks this prisoner for his name. The hooded man says that it doesn't matter who he and his comrades are, but it's their plan that matters. As the man admits that "no one cared who I was 'til I put on the mask", Wilson removes his hood, revealing a bald, muscular brute wearing an intimidating breathing apparatus over his mouth - Bane (Tom Hardy).Wilson asks Bane if he will die if he takes off the mask, and Bane assures him it would be extremely painful...for Wilson. Wilson congratulates Bane for getting himself caught, and asks him what the next step of his master plan is. Bane boldly announces it: crashing the very plane they are on right now.... with no survivors!On cue, a team of henchmen fast-rope out of a C-130 Hercules that has descended over the jet, land on the small plane's wings, and shoot out the side windows with guns, while Bane breaks his handcuffs and punches Wilson. The henchmen attach cables to the plane with hooks behind the wings, and plant bombs in the fuselage. As the plane begins to nosedive, the stress tears the wings off. Two henchmen then climb up and set off charges to blow off the tail section. One soldier draws his pistol and manages to get off one round before he is shot dead by a mercenary descending into the plane. The mercenaries also lower in a body bag containing the corpse of a man who looks like Dr. Pavel.Bane grabs Dr. Pavel, and pulls out a small tube with needles on both ends. He inserts one end into Dr. Pavel's arm and the other into the corpse, and starts to perform a blood transfer. Bane spots one of his comrades escaping and orders the man to stop, as the authorities expect to find one of them in the wreckage. The man asks Bane if they've started a fire, and Bane says, "Yes, the fire rises." Bane attaches the harness to himself and Dr. Pavel, and tells the doctor that the time to panic will come later. He sets off a detonator, which releases the fuselage to plummet to Earth. Bane and Dr. Pavel are then reeled up into the bigger plane.In Gotham, the eighth anniversary of Harvey Dent's death is being celebrated as Dent Day. At a Wayne Manor charity event hosted by the forever-absent Bruce Wayne (Christian Bale), Gordon prepares to deliver a speech revealing the truth about Dent and the murders for which the Batman had taken the fall 8 years ago followed by his own resignation as commissioner, but deciding that the time is not right, and having flashbacks of Dent holding his son hostage, he stuffs the speech into his jacket. His Deputy Commissioner Peter Foley (Matthew Modine) talks with the city's congressman Byron Gilly (Brett Cullen), who informs him that with the drop in crime, Gordon is a war hero in peacetime, and the mayor plans on dumping him in the spring. Miranda Tate (Marion Cotillard), a wealthy investor, and businessman John Daggett (Ben Mendelsohn) try to meet the reclusive Bruce to get him to invest in her clean energy project, but are unable to meet him. Daggett is curious why Miranda is interested in seeing a guy who threw away her investment, but Miranda chides him for only understanding money and the power he thinks it buys.One of the maids for the event is Selina Kyle (Anne Hathaway), a young cat burglar, who breaks into Bruce's room on the pretense of delivering dinner. She cracks his safe, stealing his mother's pearl necklace, which has a tracking device built into it. She starts looking around the place, observing a photo of Bruce's parents. As she notices a target with several arrows embedded in it, Bruce comes in, hobbling on a cane, and announces himself by shooting another arrow into the bullseye, causing Selina to jump. She tries to apologize, and comments that Bruce doesn't look anything like the rumors make him out to be. Bruce immediately notices the necklace and outs her as a thief. Caught, Selina's tone and attitude change. She points out that Bruce wouldn't beat up a woman so much as she would beat up a cripple.... "of course exceptions have to be made." She kicks his cane out from under him, spilling him to the floor, then escapes by doing a backflip out of a window. She changes out of her disguise as she makes her way to the Congressman's car and asks for a ride.Alfred (Michael Caine) comes up to Bruce's room and finds Bruce looking at the breached safe. Learning that the intruder was one of the maids, he dryly suggests that Bruce stop letting maids into this part of the house. Bruce has found print dust and realizes that Selina also took a copy of his fingerprints.Later that night, Gordon looks through some files on the police station's roof, next to the destroyed Batsignal, when he is approached by rookie police officer John Blake (Joseph Gordon-Levitt), who informs him about the Congressman's disappearance. Blake reveals that he has suspicions about Dent's death and the last confirmed Batman sighting, but Gordon dismisses him, takes one look at the Batsignal, and departs.The next morning, Alfred finds Bruce working on the computers in the Batcave. The prints their jewel thief was using were not her own, but rather those of a male armed-robbery suspect. Bruce notes that by using the pearls' tracking device, he was able to get their thief's address and cross-reference it with police information to produce Selina's name. Selina is a master jewel thief nicknamed as "the Cat". She's been arrested a few times for various crimes like assault, resisting arrest, even breaking out of a women's correctional facility when she just sixteen years old. Alfred suggests that Bruce go out with Selina, and move on from the grief he's had over Rachel's death eight years ago.Alfred surprises Bruce when informing him that during the seven years before Bruce returned to Gotham to become Batman, Alfred hoped that Bruce would never return. He tells Bruce that he wished that while in a cafe during his yearly vacation Florence, Italy after Bruce had disappeared, he would see Bruce happily with a woman, married, having a normal life. They would silently acknowledge each other.Blake and his partner Officer Tyler Ross (Reggie Lee) show up at a sewage treatment plant, where a dead body has washed up out of one of the tunnels. Blake recognizes the body as that of a kid staying at St. Swithin's orphanage. Blake has a very close relationship with the orphanage and with Father Reilly (Chris Ellis), the warden, and we realize that he grew up in that orphanage, which had been funded by the Wayne Foundation until recently. One of the kids at the orphanage informs him that the sewers provide good employment, which makes Blake suspicious.A few nights later, Selina Kyle walks into a bar with a drunk man. She seats him at the counter, then walks over to another table and meets with Philip Stryver (Burn Gorman), Daggett's assistant CEO. She hands him a slide that contains four of Bruce's right hand fingerprints. When Selina asks if Stryver has something in return for her, he signals for one of his men to lock the door. Selina smiles, and admits that although she doesn't want to know what Stryver is planning to use Bruce's prints for, she knows he'll need a thumbprint as well. Stryver has another hoodlum put a pistol to Selina's head to threaten her. She hesitates for a moment, but hands her cell phone to Stryver and tells him to hit the send button.There is a knock at the door, and Selina's friend, a young woman named Jen (Juno Temple), comes in. She enters and notices that the place seems a little quiet, but Selina assures her that the place will liven up in a few minutes, and Jen leaves.Selina then hands Stryver another envelope containing the thumbprint slide. He draws his pistol, prepared to shoot her, and informs Selina that, even in the black dress she's decided to wear tonight, she will not be missed by anyone. Unfortunately for Stryver, Selina reveals that she has anticipated this, for she says that while that might be true about her, the cops are missing her friend, the drunk, who is, in fact, the missing congressman, and Stryver has just accidentally used the congressman's cell phone to send a message to the police.Suddenly, the room is filled with the sound of police cars screeching to a halt outside. Immediately, the thugs draw their pistols and Selina attacks them, disarming one thug. Outside, a SWAT team advances up to the front doors with submachine guns drawn. Selina wrestles with Stryver and drags him over the table, knocking him out, while other henchmen escape out through the kitchen. Just then, the SWAT officers begin swinging a battering ram at the locked front doors. With seconds to act, Selina grabs Stryver's pistol, inserts a fresh magazine, and shoots one henchman, killing him instantly. Selina pistol-punches Stryver, then shoots another thug as he tries to draw his weapon.The SWAT team breaches the doors, shooting a third henchman as they enter. Selina promptly screams hysterically, pretending to be a frightened hostage. The SWAT officers chase the thugs into the kitchen and out the back door, where the hoodlums open fire on them and a shootout ensues. Amidst the echoes of gunfire, Selina walks over to the congressman, who has taken a bullet in the leg, tells him to apply pressure to his wound, then saunters out the front door, where she immediately runs into Blake, to whom she passes herself off as a bystander.While Selina escapes, Blake makes his way through the bar with his pistol. He heads out back to the alleyway to provide support to the SWAT officers, who have been pinned down behind a parked truck. As they break cover and prepare to fire their guns at the henchmen, Barsad, stationed on a fire escape, shoots three of them in the back with a sniper rifle. The remaining henchmen sprint for safety, and as they disappear around another corner, Gordon and Foley arrive with backup. They enter the alley the henchmen fled into, but find that the men have vanished. While a few officers head up a stairwell to look for the henchmen there, Gordon spots a displaced manhole and takes three SWAT officers with him to search the tunnel.The four men climb down the ladder into the sewers in pursuit. As they are searching the tunnel, thugs ambush and open fire on them. A bomb goes off, taking out Gordon's backup and shooting a fireball out of the open manhole. Foley mistakes the blast for a gas explosion, but Blake realizes where Gordon might turn up and quickly runs to his car.As Gordon starts further into the tunnel with his flashlight and pistol drawn, and no backup to help him, two of Bane's men corner him from behind and knock him out. They grab him by his arms, and drag him, still semi-conscious, through a labyrinth of tunnels. As Gordon is dragged deeper in, he notices men with assault rifles and submachine guns overseeing teams of hoodlums doing construction on the walls. The two henchmen bring Gordon to an cavern with a waterfall, where they deposit him in front of a shirtless Bane.Bane asks the two henchmen why they thought to bring Gordon down here. When the first one says he and his comrade didn't know what to do, Bane tells them that they've failed in their duties, and their weakness has cost the lives of three people. He immediately the first guy's neck, then tells the other he will kill him after he searches Gordon's jacket. The second thug empties Gordon's pockets, taking Gordon's badge, wallet, pistol, and Gordon's speech about Harvey Dent. Bane looks over Gordon's speech, deciding that it is useful to his plans.Gordon sees that his captors are occupied, and when Bane has his back turned, he rolls off the platform into a waterway. Bane's men open fire on Gordon as he floats away, hitting him several times. Barsad hands Bane a tracking device, which he places on the second thug. He then shoots him dead with Gordon's pistol and throws his body into the waterway.Outside the tunnels, Blake jumps out of his car near the sewer outlet, and rushes to the exit grate, where he finds Gordon, soaked and barely clinging onto life.After rushing Gordon to the hospital, Blake goes to Wayne Manor to inform Bruce of the shooting, the reason being that he's figured out himself that Bruce is Batman. He explains to Bruce that when he was five years old, his mother died in a car accident, and a few years later, his father was shot dead in a gambling dispute. He's figured out Bruce's identity from the fact that while growing up as an orphan, Blake learned to smile in the mirror to hide his anger. None of Gordon's own cops, not even Foley, believe Gordon's babbling about an underground army, and Blake makes a plea for Bruce to return as Batman to stop Bane.As Bruce watches Blake drive off, he asks Alfred about Bane. Alfred mentions that Bane is a mercenary and it is known that he and his men carried out a coup in a West African country that secured diamond mining operations for Daggett. Bruce asks Alfred why his foundation stopped funding Blake's orphanage, and Alfred reveals that the Wayne Foundation is funded by Wayne Enterprises profits. Figuring it's time to talk to Fox, Bruce asks Alfred for a car and for an appointment at Gordon's hospital for an examination on his leg. He is then seen pulling out of the driveway in his Lamborghini.The orthopedist at the hospital tells Bruce that the cartilage in his left knee is gone and combined with the other damage to his body, he cannot recommend that Bruce go heliskiing. As soon as the doctor leaves the room, Bruce dons a ski mask and fast-ropes down to Gordon's hospital room. He finds Gordon hooked up to multiple machines. Though barely able to talk, Gordon insists that Batman must return to stop Bane.Bruce next tracks down Selina Kyle to her apartment in a rundown neighborhood, using the tracking device planted in his mother's necklace. Inside, Selina has put on the necklace and is preparing to go out for a night on the town when she hears a commotion in the hallway. Jen is being threatened by a yuppie she has pickpocketed. Selina defuses the situation by twisting the guy's hand and forcing him against the wall, in the process stealing his watch. Bruce then watches as she emerges and climbs into a cab, and follows her.Bruce ends up tailing Selina to a gala costume ball. As he leaves his car with the valet, the paparazzi recognize him and start to snap photos of him, but Bruce uses a remote in his pocket that shuts down everyone's cameras, then is waved through by the greeter. Inside, Bruce watches Selina as she is dancing with an older man. She is wearing a domino mask and a headband with a set of cat ears. As he watches her, he is approached by Miranda Tate, the party organizer. She is astonished to see him, since Bruce rarely ever came to charity events even before he retired from his role as Batman. They make some small-talk about the Wayne Enterprises energy project, and then Miranda departs, leaving Bruce free to track down Selina.Bruce cuts in with Selina's dancing partner as the next routine begins. She is annoyed that he came. As they slowly waltz, Selina reveals her desire to get a fresh start, and claims she wants to see the rich lose and the city burn. Bruce tells her that all of her assumptions of him are wrong. Selina tells him that there's a storm coming, having some knowledge of Bane's plans, and that she's adaptable. Although he admits that his mother's necklace looks better on Selina than locked in a safe, he doesn't believe she deserves it, and he removes them from her neck. Selina responds to this by suddenly planting a passionate kiss on him, in the process pickpocketing his valet ticket, and then leaves. Bruce then finds out the hard way that she has stolen his car by pretending to be his wife.Bruce goes to his company offices the next day to meet with Lucius Fox (Morgan Freeman), who assures him that his majority ownership of Wayne Enterprises keeps Daggett from taking over the company despite him blowing the R&D department's budget on the mothballed nuclear project. He takes Bruce down to the R&D department and shows him a new toy - a sleek flying aircraft. It is a U.S. army project designed for urban combat, with rotors that make it capable of navigating between buildings without recirculation. The project, which has a long project designation, is one that Fox simply nicknames "the Bat", and that yes, it does come in black. The Bat currently works fine, although Fox warns that the broken autopilot could be repaired with someone of Bruce's intellect.To get back into physical shape, Bruce straps on motorized leg braces and does basic martial arts in the Batcave. Alfred walks in while Bruce is practicing a roundhouse kick, and tells Bruce that he needs to know about rumors that surround Bane. Supposedly, Bane escaped from a middle-eastern prison known for brutality and simply called the "Pits of Hell." Bane then became a member of the League of Shadows, and was trained by Ra's al-Ghul. Bane was excommunicated from the group for extreme behavior beyond the boundaries of the League. Alfred warns Bruce that anyone too extreme for the likes of Ra's al-Ghul is not to be trifled with. He believes Bruce has a death wish to go back to being Batman.That evening, Bane and three of his men carry out an assault and robbery on the Gotham Stock Exchange. One henchman, McGarrity, (David Dayan Fisher) enters the building by posing as a shoeshiner, working at a stand by an entrance to the trading floor, stashing a submachine gun in his gym bag. A second unnamed henchman (Massi Furlan) enters disguised as a janitor, and pretends to mop the floor in the front stairwell, hiding a submachine gun in his water bucket. A third henchman, Petrov, sneaks onto the trading floor by posing as a sandwich delivery man.Prior to closing time, McGarrity and the janitor drop what they are doing, wait until there is no one around to see them, then draw their weapons and make their way to the trading floor. At the same time, Bane arrives at the rear entrance disguised as a deliveryman, and wearing a motorcycle helmet to hide his face. When he walks through the metal detector, an alarm goes off. A female security guard stops Bane and orders him to take off his helmet so their cameras can see his face. He removes his helmet, revealing his gas mask. Before the guards can react, Bane lashes out with lethal blows, punching the female guard with his helmet. He knocks out a second guard. A third guard tries to draw his gun, but Bane twists his gun hand, punches him in the crotch with his other hand, shoots a fourth guard, and lastly fracture's the third guard's skull.Upstairs, as McGarrity and the janitor walk into the trading floor, Petrov suddenly draws a pistol from a paper bag, whips his customer over the shoulder with the barrel, and shoots a nearby trader. McGarrity and the janitor raise their submachine guns and open fire, sending traders diving for cover. The three henchmen cease shooting as Bane strides onto the floor. He looks around, and notices a trader who we just saw getting his shoes shined by McGarrity moments earlier. As the trader protests that there is no money for Bane to steal, Bane drags the man by his necktie over to another terminal, and slams his head against the table, knocking him out. McGarrity pulls a laptop out of his bag and uses a USB cable to hook it into the computer terminal. Bane uses the trader's security card to log in to the system, and a series of trades begin running across the screen.The police, including Foley and several SWAT teams, arrive outside the exchange in full force. The security chief at the exchange is worried as Bane has access to everyone's financial assets. Foley refuses to risk endangering hostages. He orders the fiber line and cell tower shut down in an attempt to stall Bane. Inside, Bane is not alarmed when McGarrity reports this to him.While Foley is dealing with the stock exchange's security chief, Blake arrives, climbs out of his car, and notices a cement mixer truck parked on the nearby corner, obstructing the street. He walks over and tells the driver to move his truck. There is a short argument as the driver insists he has nowhere to move. Blake tells him to back his truck up. Suddenly, an alarm goes off, and a barrier ramp is raised at the end of the block to keep the robbers from leaving the street. Blake orders the driver to stay in his truck and rushes off.Inside the exchange, Bane asks McGarrity for a progress report. McGarrity reports that they need eight more minutes to complete the program. Bane looks at the clock and says that they are leaving. The janitor orders everyone to stand, raises his submachine gun and fires into the ceiling, sending hostages scrambling to their feet. McGarrity stuffs his tablet into his bag, while Bane grabs his helmet and starts for the exit.The officers aim their pistols and rifles at the front doors as the hostages begin to exit the building with their hands raised over their heads. A sniper stationed on a rooftop across the street notices a couple of bright headlights inside the lobby. Before he can register what they are, the crowd dives for cover as Bane bursts out of the building riding a motorcycle, followed by McGarrity, Petrov, and the janitor. Each robber is carrying a hostage, strapped to the back of his motorcycle. Foley yells for the officers to hold their fire. Bane and his men weave through the police cars, speed past Blake and the cement truck, use the crash barriers as ramps to jump over a few police cars, and escape. As they pass the cement truck and Blake's position, Bane and the janitor throw their hostages off. Foley shouts orders, and officers jump into the cars and speed away, tires screeching, as they give chase.Bane and his men race through the streets. As they enter a tunnel, a single police car, driven by rookie officer Simon Jansen (Will Estes) and his veteran partner Kelly (Brent Briscoe) catches on to them. Jansen tells Kelly, riding shotgun, to shoot the tires, but Kelly doesn't have a clean shot. Foley orders them over the radio to drop back to avoid endangering the hostages.Suddenly, Jansen notices the tunnel lights behind them going out by themselves. The tunnel goes dark, and the police car's engine and battery suddenly cut off for a few seconds. Something sleek and black races past their car and Kelly tells his partner, "Oh boy! You are in for a show tonight, son." Seconds later, Petrov's motorcycle suddenly sputters out. As Petrov comes to a stop, his hostage makes a break for it. Petrov aims his pistol, preparing to shoot the hostage, when Batman slams into him, knocking off his bike. He then climbs back on the Batpod, aims an EMP gun, and shorts out the janitor's motorcycle, bringing him to a stop. Just then, Officer Jansen shoots Batman's weapon. Jansen apologizes before his partner orders him back in the car.Receiving word of the Batman's return, Foley jumps into Blake's cruiser, and they drive off to join the chase. As they drive, Foley orders every unit brought in, eager to take down Batman, even though Blake believes they should be focusing on stopping Bane from escaping.While the car chase unfolds, Selina breaks into Daggett's safe looking for the Clean Slate software program, which has the potential to expunge her criminal record. She is using special safecracking goggles that flip up and look like cat ears when she is not using them. When she opens the safe, she is enraged to find that it is empty.As Batman chases Bane and McGarrity on the Batpod, Bane notices that the laptop application is 91% complete. With the cops closing in, Bane signals to McGarrity, then makes a tight u-turn. A pursuing officer reports this to Foley over the radio, but Foley orders the officers to let Bane go and instead stay on Batman's trail. As a result, Bane is able to race through the police cars without any of them trying to intercept him, doing a second glance over his shoulder as he passes Batman. Once at a safe spot, he watches the chase for a few moments to make sure no one has seen him, then rides into a storm drain to head back to his hideout.Batman rescues McGarrity's hostage and uses his bike to block the mercenary near a highway on-ramp. Batman steps up to McGarrity, shatters his visor with his fist, and looks at the laptop, which now reads "application complete." As the police surround him, Batman grabs the laptop hard drive, then sets off an explosion with the Batpod cannons and jumps off of a stopped auto carrier. After another harrowing chase, the police box him in, and Batman turns into an alleyway. It appears that Batman has been cornered "like a rat in a trap," but as Foley prepares to speak into a megaphone, a blue light and odd humming noise appears at the end of the alleyway, and Kelly tells Foley he's got the wrong animal. The Bat emerges, and flies out and over the police officers, its downdraft pinning the cops down. Blake casually asks Foley if he's sure that was Batman who just flew off. Furious, Foley shoves the megaphone into Blake's hand.At Daggett's penthouse, Stryver reports to Daggett that the robbery was successful even with Batman's interference, and Bane has assured him the men who were captured will die before talking. Daggett tells a servant to open champagne and heads to his office. As he enters the office, he asks "Can we get some girls in here?" A voice promptly says, "Careful what you wish for," at which point Selina suddenly appears, attacks Daggett from behind, throws him across the room and pins him to the wall with her left boot restraining his right arm and her hand grasping his neck. She demands to know where the Clean Slate program is. Stryver comes in and puts a pistol to the back of Selina's head, but she disarms him by stomping her serrated heel on his instep. One of Daggett's bodyguards bursts in. Selina holds him off by aiming her pistol at the bodyguard while collaring Daggett. She shoots out the window, and jumps onto a window-washing platform with Daggett, which she lowers to the ground.On the nearby rooftop, Selina pins Daggett down, and jams Stryver's pistol into his neck, trying to get him to talk. Daggett admits that he lied about the Clean Slate, which he considered a "gangland myth". As Selina tries to control herself and takes this in, Bane's men surround her. She grabs Daggett and tries using him as a human shield to warn the henchmen to back off, but they ignore her. Batman appears, and he and Selina attack the mercenaries, disarming several of them. Selina is annoyed when Batman disarms her of her pistol when she's about to shoot a henchman. Suddenly, Barsad and some other mercenaries appear and open fire on them, forcing Batman and Selina to run towards the edge of the roof. Batman jumps off the roof and into the Bat, parked below the roof ledge. Selina hesitates for a moment, but makes the jump when she sees Bane approaching her. Bane can only watch as the Bat flies away.Batman deposits Selina on a rooftop. She is annoyed that he tried to interfere, not even so much as giving a "thank you" to him. Bruce manages to figure out what she did with his fingerprints and learns that Daggett was interested in the exchange robbery. However, before Bruce can find out more, he is forced to duck as the spotlight of a police helicopter flying by shines over the roof. When he looks back up, Selina has vanished. "So that's what it feels like," he says to himself.Returning to the Batcave, Bruce asks Alfred to have Fox decode the hard drive and also notices his thumbprint scan is on the application. His decision to return as Batman leads to a spat with Alfred, who is afraid he has a death wish. Alfred leaves Bruce and the mansion for good after revealing the contents of Rachel's farewell letter to Bruce, given to Alfred prior to her death at the Joker's hands in The Dark Knight. Alfred had burned the letter to protect Bruce from pain, since before her death Rachel chose Harvey Dent over Bruce as her lover.The next morning, Bruce learns from Fox that in the course of the robbery, Bane made stock trades to bankrupt Wayne Enterprises, meaning Wayne Enterprises is about to fall into Daggett's hands. To protect one secret, Bruce and Fox show Miranda the fusion reactor. Fox and Miranda intend to use it for generating clean energy for the entire city, although Bruce is afraid of the chance that someone will turn the reactor into a nuclear weapon, as Dr. Pavel managed to discover. None of them are aware that Bane has in fact kidnapped Dr. Pavel for this purpose. The reactor is hidden in a chamber underneath the river so that it can be flooded for containment in emergencies. Bruce wants Miranda to become acting CEO of Wayne Enterprises to safeguard the reactor.Bruce is later booted out of a Wayne Enterprises board meeting at Daggett's behest. As he leaves the building, he finds his car being towed. Blake shows up and offers Bruce a ride.Daggett is not happy that Miranda Tate was appointed to the board, and when he returns to his apartment, he demands to see Bane. Stryver hesitates, but Bane suddenly appears behind Daggett. Daggett turns his anger on Bane, not happy that Bane's attack on the stock exchange didn't help Daggett take over Wayne Enterprises, and furthermore, is not happy about the fact that Bane also has been working Daggett's construction crews around the clock all across the city for unknown purposes. Bane dismisses Stryver, calmly and casually revealing that the small fortune Daggett paid him does not give him complete power over him, and it was only for the construction machinery that he required to build the sophisticated underground sewers and accomplish his own future plans that he complied with Daggett's orders, which render him Gotham's reckoning. Daggett calls Bane pure evil, but Bane replies that he is "necessary evil" and he breaks Daggett's neck. He then has the body thrown in a dumpster.Blake shows up at the hospital while Foley is talking to Gordon, to report the discovery of Daggett's body. He has files that show Daggett's name all over construction permits for underground digging across the city, which make him suspect that Daggett was somehow associated with Bane. Foley still is skeptical of Bane's existence, but Gordon, impressed with Blake's honesty and hard work, promotes him to detective, telling him he's not allowed to believe in coincidences anymore.Bruce finds Selina at her apartment and says his powerful friend needs her help. He says he knows about the Clean Slate program and he has it. Selina says she'll think about it. She apologizes to Bruce about him losing all of his money in Bane's attack.When Bruce arrives home in a cab, he finds Miranda there. Bruce finds he doesn't have any keys, so they break into the house through a window. Bruce's electricity is off, as he can't afford it anymore. As they sleep together, Miranda talks about how fire made her family feel rich when they were growing up. Bruce notices a scar on her shoulder, which she calls a mistake.While Miranda is sleeping, Bruce sneaks down to the Batcave, puts on his Batsuit, and goes to meet with Selina, who says that Wayne wasn't lying about his powerful friend. They take out a couple of mercenaries on the way. As Batman steps onto a catwalk, a grate slams shut, and Selina admits that she had to keep Bane's men from killing her. Batman is telling her she's made a mistake when Bane appears behind him. Batman isn't surprised when Bane reveals that he knows that it's Bruce underneath the mask. Bane must know Bruce's identity through the League of Shadows. Although he was excommunicated before Bruce's arrival and training, Bane claims that now, he is the League of Shadows, and must have had the information of Bruce's alter ego reported to him through one of the members of the League who survived the assault on Gotham in Batman Begins.A lengthy battle of hand-to-hand combat between the two ensues. Bruce appears to be more aggressive and offensive than his usual sense, knowing the strength of his opponent. Bane begins to defeat Bruce, who tries several diversions, like flashbangs and disabling the lights, but these prove useless against a trained League of Shadows member like Bane, who mocks his tactics. Bane beats Bruce into submission, breaking his cowl with a few blows to his head. As Bruce lies prone, Bane reveals where he has established his base. One of his men hands him a detonator, and upon pressing it, explosions go off and a Tumbler falls through the ceiling, revealing that Bane has set up his base underneath Wayne Enterprises' Applied Sciences office. Bane is Batman's most formidable enemy because he targets Bruce Wayne directly and uses Wayne's resources against the city of Gotham. As henchmen climb up ropes to raid Applied Sciences and capture Bruce's armory, Bruce engages Bane again, but is beaten down again. Bane lifts Batman over his head and brings him down brutally on his knee, breaking his back. Bane tears off the broken section of Batman's cowl and drops it, victorious. Selina, shocked that she just sent Bruce to his doom, slinks off as mercenaries grab Bruce and drag him away.The scene cuts to the next morning. Blake knocks on Wayne Manor's front door, looking for Bruce, but finding no one home, he goes into the city, and while sitting his car, he spots Selina getting into a cab. Recognizing her from the shootout at the bar, he tails her to the airport. Noticing the increased police presence, she ducks into an off-limits area. A uniformed officer spots her and asks to see her boarding pass. Selina hands the cop her hat and pretends to check her purse, then punches him. As she is walking down the jet bridge, Blake comes out of a door in front of her, flashing his badge.Blake talks to Selina in an airport office, asking her why she's trying to run. He is able to determine that she's trying to escape from Bane. Selina says she's not sure if Batman is alive, given what she saw of his fight with Bane. She is then arrested, and placed in Blackgate prison.Meanwhile, Bruce wakes up in a foreign prison, in pain from the fight. As he is regaining consciousness, he sees Bane standing over him. The prison sits at the bottom of a deep circular shaft, with the only way in or out being by climbing the stone walls. When Bruce asks Bane why he did not just kill him, Bane taunts Bruce that he intends to kill his soul first, making him witness Gotham City's downfall. Bane promises Bruce that he'll live at least long enough to see Gotham destroyed, and that only when he is done, and Gotham is ashes, will he give Bruce permission to die (implied to be that he will have a prisoner shank Bruce once Gotham falls).The prison is where Bane claims to have been born, and it is notorious as a "Hell on Earth", from which nobody has managed to escape. However, one of the prisoners (Tony Amen) tells Bruce that a child had managed to escape. The child was born of a mercenary, who fell in love with a warlord's daughter. The mercenary was sentenced to life in the prison, but the daughter made a deal with her father to free him and instead ended up a prisoner there herself. One day a riot broke out in the prison. She was raped and murdered, but her child escaped. Bruce concludes that the child must have been Bane.While in his cell, Bruce sees several prisoners attempt to escape by using a rope, and climbing up the shaft towards the light, but fail to clear the final jump on to a ledge required to escape, instead falling and being slung into the brick walls on the sides of the shaft, severely wounding them.Back in Gotham, Miranda and Fox arrive at Wayne Enterprises for a board meeting on the reactor project. They enter the board room....to find Bane and his men holding the board of directors hostage. Bane welcomes Fox and asks him to nominate another board member to come with him. Fredericks, another board member, volunteers before Fox can name a nominee. Bane and his men take Fox, Miranda and Fredericks down through the hole in Applied Sciences. As he is led along, Fox is horrified watching henchmen fixing parts on the Tumblers.Blake is talking with Gordon at the hospital about Batman's disappearance when Foley bursts in and informs him of Bane's latest move. This is the last straw for Gordon. He immediately orders Foley to send every available cop to search the sewers to smoke out Bane and his men, on (at Blake's suggestion) the pretense that they're performing a 'training exercise' (so as to avoid causing panic). Foley apologizes to Gordon for not taking him seriously earlier, and departs. Blake prepares to leave with Foley, but Gordon holds him back and orders him to look up Daggett's leads instead.Foley oversees the operation from outside a subway tunnel portal, and watches as officers of every rank walk into the tunnel, not knowing that it will be a long time before they will see daylight again. Elsewhere, teams assemble at subway stations, sewer portals, manhole covers, and drainage pipes and descend into the tunnels, searching for Bane and his men.Bane and his men lead Miranda, Fox, and Fredericks into a tunnel, where Fox and Miranda notice Dr. Pavel. They arrive at a dead end where henchmen plant explosive charges into a wall. Bane gives a nod, and all of the henchmen cover their ears as the wall is blasted, clearing a path into the reactor chamber. The explosion echoes through the underground tunnel network, audible to cops searching tunnels elsewhere in the city. Inside the chamber, Bane orders Fox to turn the reactor on. Fox refuses, so Bane signals for Barsad to hold a pistol to Fredericks' head. After Miranda pleads with him to cooperate, she and Fox put their hands on a handprint scanner to turn on the reactor. Bane then orders his men to take the three board members back to the surface.Blake drives around in his unmarked unit, logging Daggett's cement plants and locations they've done construction in. He is talking on his cell phone with Gordon, who tells him to keep looking deeper. He then pulls up to a cement plant.In the reactor plant, Dr. Pavel completes his work - converting the reactor into a four megaton nuclear bomb. Bane orders his men to remove the reactor's core, which Dr. Pavel objects to - removing the core will render the bomb unstable and cause it to melt down within five months - until Bane threatens to harm Dr. Pavel's family if he doesn't cooperate.As he walks through the cement plant, Blake recognizes one of the construction workers as the cement truck driver whose truck prevented the police from getting closer to the stock exchange during the raid. Blake mentions that he is not allowed to believe in coincidences. On cue, the driver's colleague tries to swing a knife at him. Blake twists the guy's arm and shoots him. The driver grabs Blake from behind, and after a struggle, Blake fires his gun at the truck. The bullet ricochets off the barrel and hits the driver in the back. Blake tries to get the driver to reveal what he's working on, but it is too late - the man has died. Blake is disgusted with his use of lethal force and tosses his pistol away. When he gets out his cell phone and leaves a message for Gordon, Blake notices barrels of polyisobutylene and motor oil, and realizes that using Daggett's construction crews, Bane has rigged numerous construction areas around the city with C4 explosive charges.As he drives away from the cement plant, Blake gets on his radio and warns Foley that the cops are about to head into a trap. Foley immediately yells to the watch commanders with him to start withdrawing the officers under their charge.Meanwhile, the mayor shows up at Heinz Field to watch the Gotham Rogues play against the Rapid City Monuments. He heads to his private box after shrugging off reporters asking him about cops heading underground, using the training exercise story Blake suggested to Foley.As cops search the tunnels, Bane and his men arrive at the stadium, breaking in through the boiler room, and take up positions in the locker room tunnel as a young boy sings the national anthem. All of them are carrying detonators in their hands. During the national anthem, numerous Rogues players are seen, ready to take the field, including Quarterback Ben Roethlisberger, Wide Receivers Mike Wallace and Hines Ward, Safety Troy Polamalu, and Tight End Heath Miller, along with former Steelers coach Bill Cowher. When Bane catches the child's singing, he comments, "That's a lovely, lovely voice."At the end of the song, Rapid City kicker Ravenstahl (Pittsburgh's own mayor Luke Ravenstahl in a cameo appearance) kicks off to begin the first quarter. Bane comments, "Let the games begin!" and presses the button on a remote control detonator. Several different events occur simultaneously:--In the tunnels, officers stop when they hear booms. As they are trying to register and identify the noise, portions of the ceilings across the sewer and subway system collapse, trapping them underground.--A series of large explosions rip through Manhattan, destroying buildings and infrastructure alike. Bridges leading up to the city, with the exception of the Queensboro Bridge, are destroyed by Bane's explosives, trapping the entire population of the city inside.--Blake is driving down another street, siren wailing, when the street starts to blow up. Street lamps, buildings, and telephone poles collapse all around his car, while other vehicles are tossed. He manages to stay ahead of the explosives for a short amount of time until one blast causes his car to flip over once before landing upright on its wheels, demolished.Once he comes to his senses, Blake gets on the radio with Foley, who confirms Blake's predictions: every cop in the city is trapped in the tunnels. But Blake realizes that not every cop is stuck down there, and realizes that Bane will try to assassinate Gordon. Unfortunately, his car has been demolished. With no other option, Blake grabs a shotgun from the trunk of his car, and commandeers an SUV from another uninjured motorist.Two of Bane's henchmen arrive at the hospital, searching for Gordon. They fire short bursts with their submachine guns as they enter the lobby, causing patients and guards to take cover. As they search the hospital, Gordon is alerted to their presence when the power goes out and the hospital switches to emergency lighting. He climbs out of his bed.Outside, Blake screeches to a halt and runs through the lobby. As he searches the corridor, he hears gunshots. He runs to Gordon's room, draws his shotgun, and kicks down the door, to discover that Gordon has already killed the two henchmen. Blake only has a second to register this before Gordon puts a pistol to the back of his head and orders him to get his coat.--At Heinz Field, wide receiver Hines Ward is running the ball down the field when explosions go off in the support columns to the foundation, causing the field to collapse and swallow the players, except for Ward, who manages to run the ball to the end zone for a touchdown, only noticing the destruction when he looks behind him. An additional bomb goes off in the mayor's box, incinerating him and his aides. As the debris settles, Bane's men storm the bleachers, taking the crowd hostage, while Bane, Barsad and other mercenaries march onto the remains of the field. He declares to the crowd that he and his men have come to liberate Gotham. He displays the fusion reactor core, calling it the "instrument of their liberation" and "interviews" Dr. Pavel in front of the shocked audience. After getting Dr. Pavel to admit that he is the only person who knows how to disarm the bomb, Bane thanks him, then breaks Dr. Pavel's neck. Bane also declares that he has left one citizen in charge of the detonator who will trigger the bomb in case of any sort of civil rebellion. Bane also threatens the government forces that should anybody try to enter or leave the city, he will detonate the nuclear weapon, thus forcing the government forces to guard the city and stop anybody from leaving.The Queensboro Bridge is left intact as a means to provide food and supplies to Gotham's citizens.As Blake drives to his apartment with Gordon, Gordon says he has to get in front of a camera, but Blake discourages him, saying that Bane will shoot him if he shows his face.The next day, Bane proceeds to Blackgate Prison, where more than 1,000 prisoners have been incarcerated as per the Dent Act, which gave power to the police. He reads out Gordon's speech revealing the truth about Harvey Dent, and declares the prisoners free, as the man who drew up the Dent Act himself was a murderer and a madman.The prisoners join Bane and together enforce what Bane calls "martial law": forcing the elite out of their homes, holding kangaroo courts presided over by Dr. Jonathan Crane (Cillian Murphy) and offering them a choice: exile or death. "Exile" means being forced to walk on the frozen East River underneath the Brooklyn Bridge, where the ice cracks and drowns anyone making the crossing. "Death" is revealed to be the same thing, as those who choose it get sentenced to "death by exile."84 days into the siege, the Army slips an intelligence team into Gotham disguised as relief workers, under the command of Captain Mark Jones (Daniel Sunjata). They meet with Gordon, Foley, Blake, and some other cops who managed to escape being trapped underground. The soldiers, Blake, and the surviving cops begin tracking three military trucks, one of which carries the nuclear weapon (they can't tell which one has the bomb because they all have lead-lined roofs). To avoid detection of the weapon, the three trucks are being driven around the city continuously.Blake takes Jones and his men to a Wayne Enterprises office that Fox and Miranda are sheltered in. Miranda takes responsibility for the creation of the reactor which the bomb was molded from. Fox explains that as the reactor's cells deteriorate, the reactor will become very unstable, and regardless of what happens, the bomb will go off in three weeks. Fox admits that he could reconnect the core to the reactor to re-stabilize it. Blake prepares to leave with Jones, but Jones orders him to stay with Fox and Miranda while he goes to call in a report.Unfortunately, someone has betrayed Jones and his team, for just as they are leaving the hideout, a group of Bane's henchmen ambush them and open fire on them. Blake and Miranda quickly escape by slipping out a back door, while Fox is captured by a henchman. Jones' team draws their weapons and begin shooting back, but prove no match for Bane's men, and they are shot dead. When Jones breaks cover and tries to flee, he is shot in the chest and falls. As he lies on the ground, Bane appears over him. Jones says he'll die before he can talk to his commander. Bane assures him, "I'm on your schedule, captain," and crushes Jones's neck. Bane orders his men to round up Fox and the others for judgment and to hang the soldiers' bodies from one of the bridges as a message for the world.All this time, Bruce, holed up in the prison, is watching the havoc in Gotham on a TV set in the prison. He gets the doctor there to crudely fix his back; as his fight with Bane partially dislocated his vertebrae. The doctor puts Bruce into a crude form of traction and pushes the vertebrae back into place. The doctor tells Bruce to remain in that position until he can stand by himself. Enduring the pain, Bruce hallucinates that he sees Ra's Al Ghul (Liam Neeson) who proclaims his immortality. As the days wear on in the prison, Bruce's anger builds, and he is determined to save Gotham. He rigorously trains his body with pullups, pushups, and situps and he attempts to make the escape with the rope twice, but fails each time.After the second attempt, Bruce questions how a child could have escaped, but he could not. The doctor explains that while paradoxically, it seems as if having no fear of death should enhance his escape chances, in reality the human trait of fearing death is the necessary ingredient. There are suggestions that Bruce--in his grief over Rachel's death, physical disability, 8-year retirement from his Batman persona, and isolation-- is inured to mortality. He seems to have the death wish that Alfred had tried to remedy earlier with the shock of his leaving Bruce. Bruce solves the dilemma in replying that he fears dying in prison when the people of Gotham can only be saved by him if he were to escape. He realizes that the child had escaped without the safety rope, and chooses not to use the rope in his third attempt. Bruce reveals his confidence by packing supplies for himself in a bag. He begins the climb to the Arabic chants of "Deshi deshi basara basara" meaning "Rise." When he reaches the pivotal point, requiring the jump, a stream of bats flows from a tunnel inside the cave and startle him, but increase his confidence. Bruce takes the jump and latches onto the protruding rock and succeeds in his final attempt. He subsequently throws down a rope from the top, allowing all the current prisoners to escape as well.Bruce returns to Gotham as Batman. He manages to gain trust from Selina after he catches her in the act of beating up two gangbangers trying to harm a young boy by offering her the Clean Slate program; Selina accepts. Bruce gets to Miranda and Fox by letting Bane's men capture him, as Fox has access to Bruce's backup Batsuit. To escape, Selina comes in and declares to the mercenaries that Bane wants Bruce and Fox by themselves. She knocks out the mercenaries and undoes their handcuffs. Fox tells Bruce he's found a nice girlfriend and Selina says, "He should be so lucky".Once Fox has put Bruce in his Batsuit, and Bruce has found the Bat, he saves Gordon and some of the surviving cops after they are captured and are forced to cross the frozen river, simultaneously lighting a huge Batman symbol which lets everyone in Gotham know that he is back. When Bane sees the symbol he states, "Impossible. Keep her close (pointing at Miranda). He'll come for her." Fox reveals that trigger or no trigger, the nuclear device is unstable and will detonate anyway the next day, and recovers a signal jammer from the Bat which can block the signals from the trigger.With Blake and Selina's help, Batman frees the police trapped in the sewers by using the Bat to destroy debris blocking the tunnels, and rescues Blake after he is captured trying to rescue cops through a manhole cover.The next morning, the rallied police forces, led by Foley, assemble on Wall Street, facing against Bane's army. One of Bane's men gets on a megaphone and orders the cops to disperse or be shot at. Foley replies back, "There's only one police in this town!" Bane orders his Tumblers to open fire, but as one of the Tumblers prepares to blast the cops with its cannons, the Bat appears and disables the cannons. As it flies off, the incited cops cheer and rush Bane's men. Physical combat ensues between Bane's men and the cops.Batman fights Bane again, with more success. He punches Bane's mask, detaching some of the tubes on his mask that feed Bane his anesthetic, which weakens him greatly, angers the villain, and forces Bane into the offensive. Batman avoids blow after blow and then lands a series of furious punches on Bane's mask and body, culminating with a roundhouse kick that sends Bane to the floor. When Bane asks him how he escaped and came back, stating "I broke you," Batman tries to force Bane to reveal the location of the trigger device stating, "Tell me where the trigger is. Then you have my permission to die," appropriately using Bane's own phrase against him. After Batman tells Bane that he is not the only person who can escape from that prison, Miranda suddenly stabs Batman in the side in a soft spot in the suit with her dagger sliding dangerously between his ribs.It is then revealed that "Miranda"'s real name is Talia, and that she was the child who escaped from the Hell on Earth prison. Bane had been a prisoner there and her protector. During the prison riot that claimed her mother's life, Bane helped her escape, but in the process was hurt severely. The prison doctor attempted to repair the damage, but his methods resulted in Bane needing anesthetics to constantly keep the pain at bay.After she escaped, Talia tracked down her father: Ra's Al Ghul. She convinced her father to rescue Bane, and both were trained within the League of Shadows. Apart from the realization that Bane was an extremist monster, the injuries inflicted on Bane's face became a reminiscence of the suffering endured by Talia's mother in the pit for Ra's Al Ghul, which was why Bane was excommunicated from the group. Talia's intention is to take revenge on Batman for killing her father, as well as finishing the mission of destroying Gotham for its greed that cost her father's life. She hits the trigger of the nuclear weapon, but Gordon has managed to fit the signal jammer on the weapon just in time. However, there are only eleven minutes left for the nuke to detonate. Miranda/Talia says farewell and leaves Bane to kill Batman.As Bane is about to execute Batman with a shotgun, Selina crashes into the lobby on the Batpod and mortally wounds Bane by blasting him with the Pod's large cannon. Talia and Barsad walk out to the Tumblers. As they are climbing in, Barsad is shot dead by Foley with a submachine gun as he fires from outside the stock exchange. He and several other officers are killed when Talia orders her Tumbler's driver to gun them down. She takes control of the truck carrying the weapon, but her escorts are finished off in a prolonged chase sequence, with Selina riding the Batpod and Batman flying the Bat in the air, and attacking the convoy. Talia's truck goes off the road and crashes, and she is fatally wounded because she isn't wearing a seatbelt. In her last moments alive, she explains how her access to the reactor chamber allowed her to set a timer to flood it, preventing the weapon from being returned there. She dies believing she had finally completed her father's work and avenged his death.Fox escapes the flooding chamber and realizes there is no way of stabilizing the weapon. The weapon cannot be deactivated, and will detonate in less than 2 minutes. Batman explains that the Bat has no autopilot, and that he will need to fly the bomb out of Gotham. Batman shares a kiss with Selina, before revealing to Gordon his true identity: He says that a true hero puts a coat on a young boy after his parents are killed, and says, "it's going to be alright son," as Gordon does to Bruce in Batman Begins. As he exits, Gordon says his true name.With not much time left, Batman attaches the bomb to the Bat, and flies it away from the city, and out over the bay. The citizens of Gotham watch as the weapon detonates on the horizon, and the mushroom-cloud balloons over the bay.In the aftermath, the police recapture all of those released by Bane.A private funeral is held on the grounds of Wayne Manor for Bruce, by those who knew his true identity (including Gordon and Blake). Alfred sobs quietly, feeling that he let Bruce's parents down by not protecting him.Blake resigns from the police force, and explains to Gordon that Gotham will never really know who saved it. Gordon tells him that they will know that it was 'The Batman' who saved them. In tribute, a statue has been erected in Batman's memory.In the aftermath of Bruce Wayne's death, certain provisions are made. The majority of the estate is sold, with the money given to Alfred. Wayne Manor is given to the city of Gotham, as a place for orphaned boys to stay. Strangely, one of the Wayne family's treasures (a string of pearls) cannot be located.Blake is also given a duffel bag as part of Bruce's will. When presenting his I.D., the clerk who checks it suggests that he go by his real first name as it appears on his I.D.: Robin.Back in Applied Sciences, Lucius has workers go over the second camouflage rotor(The Bat) in the underground storage area. Wanting to know what he could have done to get the autopilot functioning, he is surprised when the workers explain that the autopilot is functional, and the computer log shows that Bruce Wayne made the changes 6 months prior.Up on the roof of Gotham's Police Department, Gordon finds the once broken Batsignal (destroyed by him personally by the end of the second movie) repaired.Meanwhile, Blake has opened the duffel bag, and finds a spelunking rope, and GPS coordinates. The information leads him to a waterfall (the entrance to the batcave). He makes his way past the waterfall, and into the cave, where his light attracts a flurry of bats. The light he uses, given to him by Wayne, is the same the Bruce uses when he first enters the cave in Batman Begins.In Florence, Italy, Alfred has returned to the restaurant that he had visited during Bruce's absence long ago. As he scans the tables, he sees Bruce and Selina at a nearby table and smiles. A fleeting glance between both Alfred and Bruce is enough to assure the other that each of them will be alright. After Bruce had attached the bomb to the Bat and taken off, he ejected with an escape pod to distance himself from the explosion and allowed the autopilot to continue to transport the bomb. There is a shot of Batman in a flying vehicle with a timer at five seconds, leading viewers to believe the explosion killed him, but Batman was not in the Bat carrying the bomb and was not within the blast radius of the bomb in that time-frame.In the final shot, we see Blake walking over a pool of water. As he does so, his movement activates the black flooring containing the batsuit. Blake stares around him as the flooring rises up.