A group of crime bosses hold a conference in a Gotham City skyscraper to discuss laundering millions of dollars of counterfeit money in a casino. Batman bursts in on the meeting and incapacitates all the gangsters except Chuckie Sol, who flees with the briefcase full of counterfeit notes. As Sol approaches his car in a nearby parking garage a mysterious cloaked figure appears amidst a cloud of smoke, threatens "Chuckie Sol, your Angel of Death awaits," and attacks. Sol is killed when he inadvertently drives his car out the side of the building. Batman arrives as the cloaked figure leaves the scene; bystanders see Batman survey Sol's car from the hole in the parking garage wall and blame the Dark Knight for Sol's death. Councilman Arthur Reeves tells the media that Batman is a public menace (despite Commissioner Gordon's protests), then later attends a party at the mansion of billionaire Bruce Wayne, Batman's secret identity. Reeves teases Bruce about his bad luck with women and for having allowed an old girlfriend, Andrea Beaumont, to get away.
In a flashback to 10 years before, Bruce meets Andrea in a cemetery while visiting his parents' grave; she is visiting her mother's. That night, in one of his first crime-fighting attempts, Bruce foils an armored car robbery while disguised in a black ski-mask and leather jacket. Though he succeeds, he is discouraged that the criminals did not fear him. Around the same time, he begins a romance with Andrea. Eventually, Bruce decides to abandon his plan to become a crime-fighting vigilante and proposes marriage to Andrea. Soon afterward, however, Andrea mysteriously leaves Gotham with her father, Carl Beaumont, ending her engagement to Bruce in a Dear John letter. Believing that he has lost his last chance of having a normal life, Bruce dons the mask of Batman for the first time.
The cloaked figure finds and murders another gangster, Buzz Bronski, in the same cemetery Bruce met Andrea years before. Bruce, as Batman, investigates Bronski's death and wanders to his parents' tombstone. He overhears Andrea talking at her mother's grave, just as she had been when he first met her; she has returned to Gotham for the first time in 10 years. She is startled by Batman's appearance and he flees. She takes notice that the grave he was standing over is that of Thomas and Martha Wayne: she suspects that Bruce is Batman. Batman soon finds evidence linking Andrea's father Carl Beaumont with Sol, Bronski and a third gangster: Salvatore Valestra. He breaks into Valestra's home and discovers a photograph of Bronski, Valestra, Sol and Beaumont seated at a table together. When he visits Andrea to try to get more answers she rebuffs him, intimating that she knows his true identity; she weeps after he leaves. Meanwhile, Valestra believes that Batman killed Sol and Bronski, and will come for him next, so he turns to the Joker for help. He offers Joker millions of dollars to kill Batman, and warns that Batman will come for the Joker too; Joker agrees to help.
The cloaked figure arrives at Valestra's house but finds the gangster already dead by the Joker's hands. The Joker has strapped a video camera to Valestra's corpse and sees that the murderer is not Batman. It's a trap: the house explodes as the cloaked figure barely escapes. Batman pursues the assassin but is interrupted by the police, who try to apprehend Batman for murdering the gangsters. In a desperate attempt to escape Batman hides in a construction site and distracts the police by attaching his cowl and cape to one of their helicopters. Andrea suddenly appears and whisks the unmasked Bruce away in her car. They spend the night together at Wayne Manor, where Andrea explains to Bruce that she and her father fled Gotham and had been hiding in Europe from the Valestra mob, from whom he had embezzled money. Andrea's father eventually repaid the mob but they wouldn't relent; they put out a hit on him. Andrea leads Bruce to believe her father is the killer. Bruce ponders resuming his relationship with Andrea and giving up the Batman persona but as he reminisces whilst looking at photographs he notices a familiar-looking man in the background of the photo of Bronski, Valestra, Sol and Carl Beaumont: it's the man who would become the Joker.
Joker pays a visit to Councilman Reeves, who is revealed to have been an assistant to Carl Beaumont. The Joker presses him for information about the masked killer; Reeves insists it's Batman, but Jokers tells him he knows the killer is someone else. Reeves professes his ignorance, and that he didn't know Beaumont had been embezzling funds from the mob years before, but the Joker believes Reeves needs to protect his reputation now that he is an elected politician, and may be the killer. Joker poisons him. Reeves is taken to hospital and treated with an anti-toxin to stop the uncontrollable fits of laughter caused by Joker's poison. That evening Batman breaks into Reeves's hospital room and questions why the Joker met with him and how he's involved. Reeves confesses that he helped the Beaumonts escape Gotham and told the Valestra mob where they were hiding years later in return for election campaign contributions, and that the mob ordered Carl Beaumont's death. In a flashback it is revealed that the man who would become the Joker carried out the hit against Carl Beaumont.
The cloaked figure tracks the Joker to his hideout â an abandoned world's fair amusement park â and removes its ominous mask: it is Andrea, intent on avenging her father's death. Having already deduced her identity and ready for her attack, the Joker fights her. Just before he can kill Andrea, Batman arrives and saves her from the Joker, and begs Andrea to give up her quest for revenge. She refuses, stating that the mob ruined her life by taking away her future with him; she tells Batman that he himself is driven by revenge before disappearing. Batman battles with the Joker, a struggle that ends in a stalemate. Moments later Andrea returns and seizes the Joker, bidding Batman goodbye before vanishing with the maniacally laughing clown in a cloud of smoke as the entire amusement park erupts in a series of rigged explosions. Batman barely escapes by falling into a waterway and being swept away to safety by the current.
Alfred later consoles a heartbroken Bruce, telling him that no one could have helped Andrea. Bruce finds her locket containing a picture of himself and Andrea left behind in the Batcave. Meanwhile, Andrea is shown standing alone on the deck of a departing ocean liner. In the final scene, Batman stands alone on the top of a Gotham building; when the Bat-Signal appears in the sky, he swings off into the night to continue his war on crime.
Who appears in the picture in Andrea's locket?
Bruce