It's Halloween in Gotham City. A man (Paul Dano) spies on the home of Mayor Don Mitchell Jr. (Rupert Penry-Jones). The mayor oversees a debate between himself and his opponent, Bella Reál (Jayme Lawson), who wants to stop the Gotham Renewal program that Mitchell benefits from. The masked man, known as The Riddler, sneaks up on Mitchell and bludgeons him to death with a hammer. He then begins wrapping duct tape around Mitchell's head.
Billionaire Bruce Wayne (Robert Pattinson) recounts how he spent the last two years as Batman tracking down criminals in Gotham. Working with the police, he has obtained the bat signal to warn crooks that Batman is out to get them. Bruce pursues a gang of clown-makeup thugs who follow and harass a man off the subway. Before they can pummel him, Bruce emerges as Batman and begins pummeling the thugs while declaring "I am vengeance".
Batman joins Lieutenant James Gordon (Jeffrey Wright) at Mitchell's apartment to investigate his murder. The Riddler left a card addressed "For Batman" along with a card that contained a riddle and a cipher - "What does a liar do when he's dead?" Commissioner Pete Savage (Alex Ferns) walks in to Blaming Gordon for allowing Batman to be involved in the investigation, even though Riddler intended Batman to be there. He states that the answer to the riddle is "He lies still."
Bruce returns to the Batcave and enlists help from his butler Alfred Pennyworth (Andy Serkis) to find a code within the cipher that will lead them to find the word "DRIVE". Batman goes to Mitchell's garage with Gordon to find a broken-in car containing a thumb drive, along with Mitchell's severed thumb. Together they find incriminating photos of Mitchell with a woman named Annika (Hana Hrzic) outside a club called the Iceberg Lounge.
Batman goes to the Iceberg Lounge to talk to gangster Oswald Cobblepot/The Penguin (Colin Farrell). After being denied entry by the thugs at the door, Batman fights his way through a crowd of thugs before hitting Penguin head-on. He questions Penguin about Mitchell and Annika, but he claims he doesn't know anything. Batman notices a young woman, Selina Kyle (Zoe Kravitz), who works at the club and gets a drug called "Drop" for sale.
Bruce keeps an eye on Selina as she returns to the apartment she shares with Annika. They're looking at messages showing them in pictures with Mitchell since leaked after Batman and Gordon opened the files. After Annika goes to bed, Selina sneaks out as Catwoman and goes to Mitchell's apartment, which is now a cordoned off crime scene. Batman finds Selina trying to get all the information she can about Annika. They go back to her apartment and find it ransacked and Annika missing. They also see messages stating that Riddler killed Savage along with a viral video sent by Riddler stating that Mitchell and Savage were not good men as everyone was led to believe. He has Savage hooked up to a device where two rats will gnaw him to death.
Batman and Gordon investigate Savage's death. You can find more incriminating photos showing Savage working with a drop dealer. You'll find another message for Batman, along with another riddle and a cipher that reads "el rata alada" (the winged rat). The Riddler suggests that there is a "rat" among the group of humans he is targeting.
Batman tricks Selina into The 44 Below, the deeper, more exclusive club in the Iceberg Lounge. He gives her contact lenses for the camera so he can see what she sees inside the place. They discover that several city officials are guests with criminal connections, including District Attorney Gil Colson (Peter Sarsgaard). He speaks of a rat in the department being protected while another woman there mentions Annika. Selina follows her, but learns nothing more. In the end she meets Penguin and the crime boss Carmine Falcone (John Turturro), who knows Selina from previous encounters. Selina takes off the contact lenses after telling Batman she can't go on, then takes a cab. Colson goes back to his car and is attacked by Riddler, who puts a device around his neck.
Bruce attends Mitchell's funeral where he encounters Penguin and Falcone. The latter recognizes Bruce and realizes that his father Thomas (Luke Roberts) saved his life after Falcone was shot. During the service, Colson's car crashes into the church. He emerges with a bomb around his neck, a phone in his hand, and another message for Batman. He comes in and answers Riddler's call. Riddler begins detonating the bomb, giving Colson riddles that he must solve in order to save his life. Batman helps with the puzzles, but when Riddler tells Colson to name the rat in the case against mobster Sal Maroni, he chooses to die alone because giving up the rat would cost his family's life. Colson explodes and Batman is thrown back unconscious by the explosion.
Batman wakes up in the police station and fights several officers. Gordon cools him off and talks to him privately. Batman tells Gordon that one of the station's cops, Kenzie (Peter McDonald), has been spotted at 44 Below. Gordon helps Batman with a distraction by having Gordon punch him in the face before Batman uses his flight suit to escape. He deploys his parachute just before passing under a bridge, resulting in a crash landing.
Batman and Gordon believe Penguin is the rat, so they pursue him on a drug deal. Batman catches Catwoman on her own mission, discovering Annika's body in the trunk of a car. When she tries to steal Penguin's money, a shootout ensues between his men against Batman and Gordon. Batman gets in the Batmobile and chases Penguin through the streets. Penguin crashes badly to shake Batman off, but the Caped Crusader bursts out of the flames, causing Penguin to overturn his car. Batman and Gordon interrogate him, but Penguin insists he's not the rat. The two leave him handcuffed before driving off.
Batman receives a message from Riddler that leads him and Gordon to the abandoned orphanage, where they find their next clue to Riddler's latest target. You'll find drop addicts as well as a projector showing campaign footage of Thomas Wayne's run for mayor. They realize that Bruce is the target. He runs back home and tries to contact Alfred, but their housekeeper Dory (Sandra Dickinson) informs Bruce that Alfred was injured after another message for Batman exploded and sent Alfred to the hospital.
Batman meets up with Selina and asks her about her connection to Falcone. She admits that she is his biological daughter. Her mother, Maria, worked at the same club and was murdered, and Falcone never took custody of her, so she wants to rob him and get what he owes her. Batman and Selina also share a romantic moment and kiss.
A viral video from Riddler is making waves as it reveals there is a dark history between the Wayne and Arkham families. A reporter had been trying to unmask Martha Wayne (Stella Stocker) about her years in and out of institutions while she sought psychiatric help. Allegedly, Thomas had spoken to Falcone about how to deal with the reporter, and Falcone killed the man, leading everyone to believe that Thomas had met the man.
Bruce goes to the club as himself to talk to Falcone and get answers. Falcone confirms the news about the reporter, but he simply tells Bruce that his father asked him to take care of the reporter, but things escalated. He also suggests to Bruce that it was Maroni who had his parents killed.
Bruce visits Alfred in the hospital and confronts him about what his father did. Alfred insists that Thomas really was a good man and that he was appalled at what happened to the reporter. Alfred also suggests that Falcone was the one who met the Waynes because Thomas had felt guilty about the murder, which he wanted to confess to the police. Just as Bruce appears to forgive Alfred, they see the bat signal lit.
Batman and Gordon discover that Selina has arrested Kenzie and plans to kill him in revenge for Annika. Batman talks her out of shooting him just as he and Gordon assume Falcone was the rat. Kenzie admits that almost everyone in the Renewal program, including Riddler's victims, works for Falcone since he has a lot of people under his thumb. They play a recording from the crime scene of Annika's murder, where she is talking to Falcone about his involvement in the Maroni case just before he kills her. Selina kicks Kenzie over the ledge, but Batman and Gordon catch him and let her escape.
Selina goes to the Iceberg Lounge to kill Falcone herself. Batman and Gordon also go there and try to arrest him. Selina makes her attempt, but Falcone overpowers her and attempts to kill her herself until Batman intervenes and punches Falcone in the face. He once talks Selina out of killing her. Gordon takes Falcone to arrest him, but the gangster takes a moment to insult Penguin. He pulls out a gun, but someone else fires a shot, killing Falcone. Batman looks up to find Riddler in his apartment window. The police run to the apartment but find it empty. You then get a tip from someone who saw Riddler go down the fire escape and sit in a diner. The cops find and arrest him there with little fuss.
Authorities learn that Riddler's real name is Edward Nashton and that he is an accountant. He is imprisoned in Arkham Asylum. Batman speaks to Riddler, who talks about how he envied Bruce Wayne the attention he received since Nashton was also an orphan who had a less privileged childhood than Bruce. He believes Batman is on his side, but Batman tells him otherwise. Riddler alludes to one final plan he had that Batman was unaware of.
Batman goes back to Riddler's apartment and works with another cop to find the password to an encrypted video. It shows Riddler addressing his supporters and discussing his grand plan to destroy the seawalls around Gotham Harbor and flood the city on election night, where Reál is elected mayor. He had also invited his many followers to take part in the crime. Explosions are soon heard and the city begins to fill with water rapidly. Authorities are trying to move people to higher ground as evacuation is impossible. Crowds gather in Gotham Square Garden, but Riddler's followers show up armed and one of them shoots Reál in the arm, but Gordon manages to protect them. Batman comes in and fights the thugs while Selina shows up and helps. The water hits the building and starts flooding the place. Batman grabs a torch and begins leading the people to safety.
After that, most of the city will be under water and criminals like Penguin will fight for power. Batman is viewed as a hero for his rescue efforts, and he personally swears to be better and less driven by revenge. Riddler cries when he sees the news of how his plan worked out, but his cellmate (Barry Keoghan) tells him to cheer up and offers to be his friend, knowing they can put their talents to good use . The occupant then begins to let out a familiar maniacal laugh...
Batman meets up with Selina, who plans to head upstate and leave Gotham, believing it is beyond salvage. The split paths and ride off on their motorcycles, though Batman gives them one more look before returning home.
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