At a remote airstrip, a CIA agent greets a team of mercenaries who present him with four prisoners, Dr. Pavel and a trio of hooded men who are said to be associates of a man named Bane. After the prisoners are taken up in a small military airplane, one of the hooded men reveals himself as Bane, a muscular man who wears a tight-fitting metal mask around his mouth that distorts his voice. Another airplane appears higher in the sky from which armed men descend and attach the two planes together by cables in mid-air. The wings of the military plane are torn off and the rear fuselage is blown away so that Bane can safely escape with Dr. Pavel as the wrecked military aircraft crashes to the ground. At Wayne Manor, Gotham City's politicians and elite businessmen celebrate Harvey Dent Day, dedicated to the life of the popular D.A. who was killed eight years before, allegedly by Batman. Since Dent's death, Batman has not been seen and Bruce Wayne has lived as a recluse in his home. Bruce Wayne's butler, Alfred J. Pennyworth, first instructs an eager maid to take a tray of food to a sealed portion of the estate, then informs visiting guest Miranda Tate that Bruce does not receive visitors. After the maid drops off the food, an unshaven Bruce notices that she is wearing his mother's pearl necklace, which she has stolen from a seemingly impenetrable safe. The maid easily pushes Bruce over and dives out the second story window, hitching a ride with a congressman. Bruce then discovers that the maid also lifted his fingerprints from the safe. Later that night, on the police department rooftop, Officer Robin Blake informs Commissioner Jim Gordon that the congressman never made it home after the party. The next morning, Alfred finds Bruce in the Batcave tracking down the maid's real identity: Selina Kyle, a noted cat burglar. Selina later arrives at a seedy bar downtown accompanied by the now totally disoriented congressman. During a transaction to sell Bruce's fingerprints to a man named Philip Stryver, she tricks the buyer into using the congressman's cell phone, alerting the police to his location. A SWAT team swarms into the bar and Selina escapes by pretending to be a helpless bar patron. Gordon follows Stryver and his henchmen who have escaped into the sewer system. An underground explosion injures Gordon and the henchmen drag him through the tunnels to Bane's secret hideout. Gordon escapes by throwing himself down a waterfall where he is washed out into the river and rescued by Blake. The next day, Blake visits Bruce to tell him that he knows the reclusive billionaire used to be Batman and that Gordon needs his help to fight Bane. Wearing a ski mask, Bruce visits Gordon in the hospital where the police commissioner asks him to become Batman again. Next, Bruce attends a masked charity ball hosted by Miranda, who complains that Wayne Enterprises has failed to completely build a highly advanced fusion reactor that she and the company invested heavily in. On the dance floor, Bruce waltzes with Selina who warns him that "a storm" is coming that will severely hurt all of the city's elite. The next day, Lucius Fox informs Bruce that Wayne Enterprises is nearly bankrupt over the abandoned fusion reactor project. Lucius also shows Bruce an experimental flying machine that was being developed for the defense department that he calls "the Bat." Back at the Batcave, Alfred tells Bruce the complete personal history of Bane, which includes his being trained by Bruce's former mentor, Ra's Al Ghul. Although Bane was once a member of Ghul's League of Shadows, he was excommunicated from the group. Later, Bane and his henchmen break into the Gotham City Stock Exchange where they initiate a series of illicit stock transfers. When the police cut off all outside communications from the Exchange, Bane transmits the transfers to a mobile device and he and his men escape on motorcycles. As the police pursue the crooks, Batman arrives on the scene on his own motorcycle. However, the police lose interest in Bane – who easily gets away – and chase Batman, who is still wanted for the murder of Harvey Dent. Batman retrieves the mobile device from a henchman, then ducks into a dark alley and flies away in the Bat. At the Batcave, Batman analyzes the mobile device and discovers that Bane's stock transfers were executed using Bruce's fingerprints. Alfred chides Bruce for interfering with police business and abruptly quits his job as butler so that he doesn't have to watch when Bruce is likely to be killed by Bane. When Bruce learns he's about to lose control of Wayne Enterprises because of the stock transfers, he convinces Miranda, who sits on the Board of Directors, to take control of the company and destroy the reactor, which, Bruce has learned from Dr. Pavel, can be turned into a nuclear bomb. Now in control of Wayne Enterprises, Miranda meets Bruce at Wayne Manor and the two become intimate. Afterward, as Batman, he gets Selina to lead him to Bane's sewer hideout. Bane reveals he knows Batman's secret identity and the two adversaries engage in an extended fistfight. Despite Batman's superior gadgets and training, Bane beats the superhero with brute strength and breaks the dark knight's back over his knee. The villain then takes the injured Bruce to an underground prison deep in a foreign country. Bane reveals his plan to destroy Gotham City, then come back and kill Bruce. After Bane leaves, Bruce watches as another prisoner dies attempting to escape by scaling the deep pit's circular walls. Back in Gotham, Gordon orders the police into the city sewers to rescue Miranda and Lucius, who have both been kidnapped by Bane. Underground, Bane forces Miranda to turn on the fusion reactor, then has Dr. Pavel turn the machine into a four megaton nuclear bomb. As the police close in on Bane's sewer hideout, Blake discovers that Bane's henchmen have been pouring concrete laced with explosives all over the city. Bane then detonates the explosives, which seals the sewer and traps all the police underground. All but one of the bridges leading out of the city are destroyed, as is the city's football stadium, while most of the residents are there watching a game. Bane announces to the spectators that he is in possession of a nuclear bomb that he will detonate if anybody tries to leave or enter the city. Having taken control of Gotham, Bane releases hundreds of criminals from Blackgate Prison who overrun the streets, taking over the apartments of the richest residents. Bruce watches these events unfold on a television in the prison while a prisoner helps heal his broken back. After a painful treatment, Bruce is finally able to stand again, so he attempts an escape up the steep prison walls, which he fails, but survives. Meanwhile, Gordon and Blake try to locate the nuclear bomb that is in a truck being driven randomly around the city. Bruce continues building up his strength for another escape attempt. On his third try, he is finally able to make the arduous climb out. He makes his way back to Gotham and enlists Selina's aid in defeating Bane. When Gordon finally finds the truck that is carrying the bomb, he is captured by Bane's men and sentenced to death. Before Gordon is killed, however, Batman rescues him as well as the police officers who have been trapped underground for the past month. The next morning, the freed officers fight Bane's army of mercenaries on the city streets. As Batman joins the melee and fights Bane in a rematch, Gordon attempts to re-track the bomb. Although Batman defeats Bane this time, Miranda reveals herself as Talia, the daughter of Ra's Al Ghul. She stabs Batman through his costume and presses the trigger that will set off the bomb. However, just in time, Gordon attaches one of Lucius' power-dampening devices to the bomb so that it cannot receive the trigger's signal. Regardless, the bomb is set to automatically detonate in eleven minutes. Miranda leaves to find the bomb just as Selina shows up, shooting Bane with the guns on Batman's motorcycle. Miranda manages to board the bomb truck, but Batman is right behind her in his flying Bat, which he uses to crash the truck. Miranda is killed in the crash and Batman hooks his Bat to the bomb, flying it far out to sea. When the bomb finally detonates over the ocean, it is assumed that Batman has died in the explosion. Gordon, Alfred, Blake and Lucius hold a small funeral service for Bruce just outside Wayne Manor. When Alfred takes a trip to Florence, Italy, he sees Bruce and Selina eating together in a café. The two men nod at each other, but say nothing. Sometime later, Blake returns to Wayne Manor and discovers the Batcave hidden beneath the mansion.