In Gotham City, the masked vigilante known as “Batman” breaks up a criminal transaction led by gangster Chuckie Sol. In the commotion, Sol grabs a briefcase of cash and runs to his car, where he is approached by “Phantasm,” a cloaked figure shrouded in a cloud of smoke. Mistaking him for Batman, Sol shoots, but Phantasm slices his gun with a scythe attached to his right arm. While attempting to drive away, Sol loses control of the vehicle and crashes through the high-rise parking structure into the window of an adjacent skyscraper. While witnesses mistake the assailant for Batman, Police Commissioner Gordon implores City Councilman Arthur Reeves not to turn against Batman’s crime-fighting efforts. In the cave under his mansion, Batman’s alter ego, billionaire Bruce Wayne, uses computers to study a piece of glass from Sol’s car, which is stained with an unknown chemical substance. Later, Bruce throws a lavish party and is accosted by several beautiful women pressuring him to pursue a serious relationship, while Reeves teases him about Andrea Beaumont, a former lover and mutual acquaintance. Suddenly wishing to be alone, the billionaire retreats to his study and remembers first meeting Andrea many years earlier when the two visited their parents’ graves. A gangster named Buzz Bronski stops by Chuckie Sol’s gravesite and Phantasm chases him into an open grave before crushing him with a large headstone. Bronski’s henchmen also mistake Phantasm for Batman, forcing Commissioner Gordon to once again defend the vigilante’s reputation by insisting he does not kill criminals. While inspecting the crime scene, Batman pauses in front of the Wayne family plot and is shocked to see Andrea. When she spots him, however, Batman flees. During dinner with Reeves, Andrea remains distracted about the incident at the cemetery, now convinced that Batman is really Bruce Wayne. As he watches her from a nearby window ledge, Bruce remembers attending the Gotham World’s Fair with Andrea, and being introduced to her father, Carl Beaumont, and to Arthur Reeves, who worked in Beaumont’ legal department. After meeting Salvatore Valestra, one of Carl Beaumont’s crooked business associates, Bruce witnessed a robbery, which led to the concept of his “Batman” identity. With Chuckie Sol and Buzz Bronski both dead, Salvatore Valestra, now ill and frail, worries that “Batman” will kill him next. When Bruce makes the connection between Valestra and the murdered gangsters, he breaks into Valestra’s office and finds an old photograph of Carl Beaumont. The image prompts him to remember his brief engagement to Andrea before she suddenly returned her ring and left town. Fearing for his life, Valestra enlists the help of one of a maniacal criminal called the “Joker.” In Andrea’s hotel room, Batman asks what she knew about her father’s involvement with organized crime. Refusing to reveal anything, she orders him to leave and bursts into tears. That night, Phantasm attempts to kill Valestro, but finds the gangster’s corpse crumpled in his armchair holding a video camera and recording from the Joker, who plans to expose the murderer’s identity. Moments later, the mansion explodes, but Phantasm evades the flames and Batman’s ensuing rooftop pursuit. Still assuming Batman is responsible for the killings, police chase him to an abandoned construction site. After losing his cape and cowl, Bruce narrowly escapes on foot and runs into Andrea, who gives him a ride home. While attending to his wounds, Andrea explains that she was forced to end their engagement and flee to Europe with her father, who owed Valestro money. Although Beaumont eventually repaid the debt, Valestro wished him dead. As a result, Bruce assumes that Beaumont assumed the “Phantasm” persona to seek revenge and protect himself. After recounting the story, Bruce and Andrea rekindle their romance and spend the night together. Across town, the Joker poisons Reeves after reminding him that he was also one of Beaumont’s former associates. In the hospital, the inebriated councilman tells Batman he was the one who revealed Beaumont’s location to Valestra’s mob. Meanwhile, Phantasm tracks the Joker to his secret dwelling at the former World’s Fair grounds. The figure takes off the mask and is revealed to be Andrea, who identifies the Joker as the hitman who murdered her father. Once Batman rescues her from harm, he begs her to end her quest for vengeance. Reminding him that “Batman” was also created to avenge the death of his parents, she disappears in a puff of smoke. Batman and the Joker fight until Andrea briefly returns to attack the Joker. The amusement park is demolished in a series of explosions, but Batman is swept down a drainage pipe and emerges in the harbor, unharmed. Heartbroken by Andrea’s apparent death, Bruce resumes his duties as protector of Gotham City, unaware that she is still alive, appearing on cruise ship headed out to sea.