Through the movie's opening and a series of flashbacks, we learn how Bruce Wayne (Christian Bale), son of a billionaire philanthropist, becomes disenchanted with life and frustrated with his situation. While still a young boy, he has an accident that sends him falling into a well that leads into a bat cave. The bats rush out at his disturbance and all but frighten him to death. Shortly thereafter, while attending a play, he is haunted by the memory of the bats and seeing caped performers on stage trigger his fears causing him to panic. His parents take him outside the theater, where they are ruthlessly murdered for their money and jewelry. Raised by the family butler, Alfred (Michael Caine), young Bruce Wayne is never able to let go of his guilt, and he is never able to overcome his fears.

Bruce Wayne decides to flee Gotham, a city that is now overrun by criminals and controlled by a mafia-like crime lord, Carmine Falcone (Tom Wilkinson). At first he tries to become the opposite of what he once was, joining in with criminals although never quite becoming one of them. It is in a prison on the other side of the world where we first meet him in the opening scene, and he seems to have his share of troubles. He is rescued by a mysterious fellow named Ducard (Liam Neeson) who promises him a purpose in life and the means to accomplish it via a secret society called the League of Shadows. He is trained as a ninja (ninjas are cool, and by cool, I mean totally sweet!) but when his initiation into the order requires him to murder an unarmed man, he refuses to betray his integrity and winds up taking them all on. He barely escapes and returns to Gotham a changed man.

When he returns to Gotham, he finds that his wealth has been faithfully stewarded by Alfred, but that the company his father founded, Wayne Enterprises, is about to be taken public. Alfred welcomes him home with open arms and gets him in touch with Lucius Fox (Morgan Freeman), an inventor, trusted friend of his father's, and former member of the board, who has now been relegated to a menial job. Lucius is essentially the Q character from the James Bond movies who hooks Bruce up with all of the cool gadgets, including the first Batmobile, which is part car, part tank. I thought that this Batmobile was pretty cool, but personally I like the one from the original Batman the best.

Bruce Wayne decides to use these high-tech weapons and his newfound ninja skills to take on the crime of Gotham. However, from his training he knows that the best way to accomplish this is to become anonymous, to become "more than a man," and to turn fear against those who would strike fear in others. He becomes the bat that he so greatly feared as a child. He becomes...Batman.

The movie has plenty more to entertain, including a hot chick (Katie Holmes), a fairly good villain in the Scarecrow (Cillian Murphy), and a pretty surprising twist towards the end. The cast is marvellous. Christian Bale is a great Bruce Wayne and looks great behind the mask as the caped crusader. Michael Caine is a decent Alfred, although I personally prefer the Michael Gough version. Morgan Freeman is, in my opinion, the greatest actor of all time and so even having him in it for a short time gives this movie immediate legitimacy. And Gary Oldman, who always looks so different from movie to movie, is great as Lieutenant Gordon (who will later become Commissioner Gordon).