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Directed by Andrew Dominic
Screenplay by Tony Kushner
Director of photography: Dion Beebe
Music by Gabriel Yared

Bruce Wayne: Christian Bale
Khan Darya / The Father: Adrien Brody
Dr. Kirina Herzog: Sheryl Lee
Nadine Wayne: Gillian Anderson
District Attorney Rapp: David Suchet
Dr. Ives: Kristin Scott Thomas
Alfred: Michael Caine
Lucius Fox: Morgan Freeman
Commissioner Gordon: Gary Oldman
Mayor Atwater: Joe Morton
The Joker: Sam Rockwell
Robin Alcott: Chiwetel Ejiofor

The movie begins in the year 1981 with a shot of a rubble-strewn street in a small town outside of Khorranshahr, Iran. It’s obviously been the scene of a massive military attack of some kind; the evening air is perfectly still. Amidst the debris we can see the dead bodies of villagers. In the silence an Iranian boy of about ten emerges from a demolished house and walks down the street, frightened and shell-shocked. Poking around the disaster area because he obviously doesn’t know what else to do, he finds some children’s toys, including a crudely printed comic book depicting an elaborately costumed hero battling a villain in a black robe. He goes from ruined house to ruined house trying to find scattered colorful clothing to wear in emulation of the superhero--but unable to, he instead puts a large black sheet around him to become the villain. He walks toward Khorranshahr, letting the bad guy costume give him what little confidence he has. At one point, he sees three Iraqi soldiers coming in the other direction. They are merely amused by them, but he stares them down angrily, warning them that they should flee or face the villain’s wrath. They smile and start to move past him when from above there comes the sound of jets. The area is suddenly shelled from above, killing the soldiers instantly, setting the road ablaze. The boy cowers, then rises minutes later when the smoke clears. He looks down at his black cloak, somehow crediting it with his survival. Satisfied, he moves on, leaving all the dead behind.

We dissolve to a jarringly bright image: the camera looks up from the bottom of a sun-drenched swimming pool as an infant is lowered into it by her father’s gentle hands. The hands belong to Bruce Wayne, newly married to a highly accomplished orchestra conductor and living what seems to be a perfect domestic existence greatly removed from a life in the shadows. The extended set piece depicting the couple’s apparent contentment, a bliss tempered only by concerns for their daughter’s eyesight, ends with Bruce slipping out of their walled estate to a local pub; he walks not through the streets of Gotham City but through a quiet suburb of Suresnes, France. It’s a journey he makes at the same time every day to watch a certain ongoing satellite broadcast from America--his own trial, in absentia, for the crimes he allegedly committed against his city two years before.

Ensconced in a back room, Bruce becomes more and more absorbed as he sees the state’s case mount against him, seeming to prove, through a combination of mob delusion and manufactured evidence, that he was responsible for the death of Harvey Dent as well as the “mayhem and destruction” caused by his “assault on Gotham,” as it is phrased by an attorney general seduced by the fame of his cause. Especially damaging is ballistic evidence pointing to Batman as a knowing culprit, but how was it so convincingly faked, and by whom? Commissioner Gordon has no idea, and as winter approaches Gotham, he contacts Bruce to pose a plan to strike back by manufacturing evidence of their own, their last hope to salvage the honor of Batman’s name. When Bruce, speaking as Batman, does not allow it, the jury comes back with a guilty verdict, effectively banishing the hero from the United States under threat of prosecution for manslaughter and conspiracy. All that remains barely unscathed during the trial is his true identity, effectively obscured by a forged mountain of conspiracy theories which pervade the media and name everyone from Bruce to the city’s lieutenant governor as the caped crusader.

And so The Passage begins with the hero losing both his ability and desire to fight on. On a rare return visit to the city to survey Wayne Enterprises’ local investments, Bruce finds the once blighted streets more or less at peace and thriving economically under the leadership of a strong mayor who balances tough law and order policies with a drive to relax social mores (in a rare moment of humor, Bruce makes an allusion to the legalization of marijuana as the main crime-fighter at work now). There seems to be no need here for anything other than a strong, ethical police department, and Gotham’s renaissance has no place for the sort of drama that Batman brought. It is with mixed emotions that Bruce begins to finalize his permanent move to France.

But in a massive abandoned church in the city’s still-blighted slums, a figure is emerging in secret to rival Batman’s greatest villains. He is introduced in this rotting lair only as “Mr. Darya,” a thin, wiry Iranian who meets at dawn with three Russian arms dealers to make what he refers to off-handedly as “the biggest illegal weapons purchase in the history of modern man---we should really go out for doughnuts or something.” The line is delivered without a trace of the sadistic snarkiness so common to movie villains, though. Initially Mr. Darya comes off as nothing more than a busy middle-management type interrupted in the middle of a morning jog by a casual business deal. Pragmatic and collected, he simply exudes no trace of madness, but this is the man who will slowly rise to the title of destroyer of Gotham.

Back in France, Bruce returns to a spouse in dire need of comfort, as the couple’s daughter has been diagnosed as they had originally feared a year before: the little girl suffers from glaucoma and will soon be totally blind. Despite his optimism that Olivia will lead a perfectly normal life, Bruce is deeply saddened that no child of his own will ever be able to carry on his exotic brand of justice. Conveying his fears to Alfred, who has recently suffered a stroke and lives quietly an another floor of the Wayne household, only serves to remind him that the story of Batman really is entirely over.

Cut back to Gotham in the dead of night, the only sound being a quiet rain. It is soon broken by a repetitive pounding as we cut inside a decrepit, candlelit church where Khan Darya, bare-footed and in gym shorts, is standing in the aisle between the pews, relentlessly smacking a tennis ball against the church’s front doors as a grimy boom box plays “Tomorrow” by Jefferson Airplane. He strikes the ball again and again with increasing fervor as the music rises. Then one of the tall doors opens. Stepping in out of the rain is a haggard man in his fifties. He enters the church looking confused and saddened. He tells Khan that this was once his church. Khan, sweating, out of breath, says simply that it’s his now….but as long as the priest is here, maybe he wouldn’t mind talking a bit, maybe even hearing his confession. He shuts the boom box off and smiles strangely.

The reluctant-looking priest does in fact agree to enter the confessional. Khan becomes very serious, telling the priest that he is, and has been, a terrible man, even a killer. But in the past few years he has been often seized with the desire to do great good---to see if he can stop feeling so small, so irrelevant in the eyes of God, “shelled by his indifference.” He has now amassed enough wealth to make a lasting and perhaps even famous mark of benevolence on the world, but he possesses a tenacious darkness inside that is making it nearly impossible to change. He asks the priest for help….but the strange priest seems unable to offer any consolation whatsoever.

Now it is daylight. In sunglasses, a fedora, and overcoast, Khan walks through Gotham’s slums unnoticed. He passes many signs of the desperation and loneliness of the city’s derelicts. At one point he turns a corner and sees the priest he confessed to the night before standing on the steps of a drug treatment clinic. Looking even worse than he did earlier, the priest is telling a woman in nurse’s clothes that “this used to be my hospital…” We realize he is insane. Khan follows him into an alley, and when the priest turns, Khan stares at him coldly, hatefully. The violence inside him is written plainly on his face. He reaches into his overcoat slowly, his hand actually shaking. But all he takes from it is a handful of bills. He drops them on the ground, turns, and walks back down the alley---only to turn twenty steps later and shoot the man several times, unable to stop himself.

Then the bombs go off. A series of calm telephoned threats to seven different Gotham city landmarks leads to their orderly evacuation on Halloween--but then the unthinkable happens when the threats turn out to be completely valid; there really are destructive charges buried deep within their walls. At exactly noon, those seven targets are decimated in a blistering attack which lasts only forty-five seconds and kills no one, yet is the beginning of the city’s collapse after a brief period of perfection. As the authorities pick through the rubble, a sense of overwhelming anger and despair washes through the streets, one which psychiatrists will come to call Endgame Syndrome, the mass belief that Gotham’s doom is all but assured even though no one yet knows exactly what is happening.

One of the targets of the blasts was Wayne Enterprises, and Bruce flies quickly back with Alfred to find the damage more extensive than anyone originally thought. As the company stock plummets right alongside the rest of the American market, Bruce is advised quietly by his team of lawyers to propose moving the company’s base of operations out of Gotham permanently. He of course refuses, unwilling to entertain the notion at all. When he is told it will soon be out of his hands and into those of the board of directors, we witness his rage for the first time: his voice drops almost into the ugly guttural snarl of Batman as he berates the suits around him for their cowardice. Clearly Bruce is a man now ensnared in a web of conflicts, from his worry for his daughter to the demise of his business to his irrelevance as a superhero--as well the approach of his late thirties and the dawning decline of his physical abilities. “I have such pity for you, you old man,” Alfred tells him, but he understands perfectly. On the night of his return, Bruce appears as Batman in Commissioner Gordon’s office, but frustratingly won’t commit to action as long as the authorities have the situation under control. When Gordon asks him to define “control,” Batman agrees to work behind the scenes to investigate the identity of the bomber.

Miles away, deep in the bowels of the church that Khan Darya uses as a base of operations, the bomber is having a quiet conversation with one of his employees, a beautiful Eastern European scientist whose appearance seems almost too perfect until she briefly loosens the neck of her lab coat, casually revealing a gruesome network of burns and scars that neither of them seems to notice. The colleagues discuss her progress on a very important project. They maddeningly exchange facts and figures which are meaningless to us, while words like “protein burn” and “T-cell deprivation” hint at something eerie. Down deeper they walk under Gotham, where in a crudely constructed laboratory, Dr. Kirina Herzog draws back the tarpaulin covering a gorilla cage so that Darya can peer in on a sleeping thing we cannot clearly see. When the humans leave the room, the camera holds, the frame almost totally blocked by a too-tight shot of a white, hairless creature which looks to be the size of a man, but whose labored breathing sounds like an asthmatic wolf.

Darya’s church is coincidentally only a few blocks away from Arkham Asylum; the mere establishing shot promises a glimpse of the Joker. The camera takes us through a series of elaborate security procedures as the tension builds to the reveal. In a specially constructed room, the Joker is visited by agents of the FBI upon his request. Without any of the famed clown makeup or sinister lighting, he looks merely like someone you’d meet (and avoid) on a city bus. But the voice, quiet and flat, is gripping and threatening even as he uses his body to express an extreme inner fatigue. He offers the FBI the name of Gotham’s mad bomber in return for certain privileges. It’s all very reminiscent of Silence of the Lambs, but here, the Joker stuns everyone in the room by demanding not more freedom, but further isolation. He states his terms simply: he never wants to see another human face again in his life, desiring a complete removal from the country and the hemisphere itself to a situation where not even his guards are ever visible. Commissioner Gordon, brought in by the FBI to advise them on how to deal with this maniac, urges them to refuse this seemingly simple request, believing in his heart that the Joker has something terrible planned.

Bruce Wayne drives himself to a farm far outside the city as the first snow of the year begins to fall, making the countryside beautiful. He is there to visit an old friend, Lucius Fox, who has become something of a Luddite, retired and happy to raise a flock of uncooperative chickens. Of course he knows the reason for Bruce’s friendly visit, spotting in the way he cannot seem to sit still. He has a small demonstration in mind before Bruce decides to return to action. He takes him into an unused grain silo where boxes of old ideas and designs lie gathering dust; he wants to show his ex-employer what he was working on when he made the choice to give it all up. Bruce is both riveted and shamed when Lucius brings out the plans not just for a better batplane, but for a machine gun more deadly than ever before created. Lucius knew he would need to build it, he says, because with the Joker still alive, and worse monsters on the horizon, that was simply the way the world was going. Unable to endure it, Lucius felt he had to give up before the inevitable escalation into a brute force the likes of which neither of them would be able to stomach. Bruce leaves him, but not without extorting a promise to keep the plans dry from the rain that leaks inside the silo. A lengthy montage follows of Bruce driving back to the city in the snow as moody orchestral music follows him. The scene becomes almost dreamlike as we hear the voice of Bruce’s wife quietly reading the story of The Giving Tree to her child. This is intercut with seemingly unrelated images of a packed Gotham subway train, its denizens listening absently as their stops are announced one by one by a voice that sounds familiar. Only when that same voice asks the commuters to kindly exit the train at the next station, for it will be “taken into the tunnel and blown up in five minutes,” does bedlam ensue. As promised, as soon as everyone of offloaded, the train moves slowly into the darkness where there is a resounding explosion. The uninjured but horrified faces of the fleeing dissolve into a fade to black.

When light returns, we’re on a gloomy city street at midnight. The police are talking to the owner of a convenience store left virtually in ruins after a gang of almost twenty robbed and looted it. The police are confused by the proprietor’s story, as his descriptions of the looters include people from so many different walks of life. It is part of a rising tide of Gotham violence that seems to have nothing to do with organized gangs; instead, it seems, unthinkably, that people are simply amassing in numbers, unplanned, and punishing the city from within. A baffled Commissioner Gordon tries to make sense of these attacks while the population of the city dwindles each day due to the withering--yet still non-fatal--attacks of the terrorist they cannot yet identify. Khan Darya is next seen settling his next arms deal, taking a group of Somalian paramilitaries into the bowels of his church down to the lab, where he is prepared to sell the contents of five of his animal cages. The paramilitaries have been asked to fly in a human sacrifice--a bound and gagged tribal warlord who has crossed them. He is forcibly ushered into one of the cages, where Dr. Herzog injects one of her sleeping white animals to awaken it. The observers are then aghast to hear--but not see--the resulting carnage. They pay Darya in gold for his invention, their order placed and nearly ready to ship.

It is the Joker who finally gets the hand of the law moving more swiftly against Darya by exposing his identity in return for his promised isolation. When Khan Darya was a boy, he reveals, his family was killed by friendly fire during the Iran-Iraq war. Trying to find any way to stave off starvation through the following years, he came to sell stolen grenades on the black market at age fourteen and soon rose to become one of the most powerful arms dealers in the world. Initially fascinated by technology, his interest in creative destruction took hold after years of suffering through ineffective therapy to heal his war wounds. The psychology he gradually and passively learned convinced him there were a thousand ways to torture an enemy, and not all of them needed to involve direct physical violence. He considered himself an artist of death, dedicated to inventing new means of creating havoc which the world had never seen. It was Khan Darya who had originally sold the Joker a good amount of the detonation supplies he himself used to do such damage in Gotham City. And it was surely he, the Joker informs his captors, who arranged for the forging of ballistic evidence to convict Batman of murder, concerned from the moment he set foot in the United States that the Dark Knight might be his undoing. Having now given the authorities exactly what they demanded, the Joker will soon be moved to yet another specially constructed cell in Iceland (“Hope you like penguins,” one of his dimwitted jailers says mockingly, to which the Joker has absolutely no reaction). It is there, he tells Commissioner Gordon, that he hopes to close his eyes and disappear into himself for years, in the hopes of re-emerging as a different human being entirely. These lines are spoken with such conviction that even Batman, standing unseen behind plate glass, seems utterly convinced that he is witnessing the impossible: an honest jailhouse conversion.

The police will have to move the Joker out quite soon, as Gotham is coming apart at the seams. On top of its crumbling economy and rapid abandonment due to Khan’s attacks, the random roving gangs continue their wrath nightly on the city in dozens of different places. Dr. Ives, the psychiatrist responsible for constructing the Joker’s psychological analysis profile, theorizes that the buried frustration, anger, and resentment that Gothamites have been harboring over the years have now erupted in the form of mass hysteria, with otherwise normal citizens--bankers, teachers, even policemen--joining others in assaults on stores, hotels, even houses, feeling safety in numbers. An overlaid visual montage shows us how it happens, and how Khan Darya is already manipulating innocent people by being wherever there’s an opportunity for mayhem and nuancing the growing mobs’ direction and action. When Gothamites are alone, she explains, they now live in quiet abject terror for the future, but in coming together to release their anger on the city which keeps betraying them, they are both temporarily freed from their mental cages and given something they’ve never had--the ability to act brutally without repercussion, to live for one night as criminals with no fear of being captured, for when one acts in a violent group of thirty, fifty, even a hundred, their capture is almost impossible, the group itself protecting them. Dr. Ives coldly predicts the gangs will only increase in number and size. The silence that greets her analysis says it all--neither Commissioner Gordon nor the dozen or so men standing around her knows how to respond. Less than an hour later, with the FBI and CIA closing in, Khan issues his manifesto by having an underling hijack the web site of the Gotham ASCPA. In it, he announces himself to the city and proclaims that Gotham is his ultimate testing ground, claiming that it will be brought to its knees not because he killed a single soul, but because the people who reside there will cause the end themselves. He intends to merely give them the push to make it happen, proving to the world that even the supposedly good at heart are irredeemably violent. Despising all that human beings are, he yearns to prove their cruel nature to a world which has sickened him with its hypocrisy.

Reading the manifesto online in one room of his house in France while his wife does so secretly in another, Bruce Wayne must now make his decision to act. Nadine comes into his study having already carefully enclosed one of their daughter’s drawings in a briefcase he can take with him back to the U.S. She knows that for all his strength, Bruce is essentially powerless in his own story, that he must absolutely progress through its completion no matter what the risk to his life. She tells him she knows what it’s like to have done everything she set out to do in this world, and until a human being reaches that end, their life’s work is unresolved and their soul remains somehow cracked, incomplete. Even to die attempting to reach that ending, she believes, is preferable to aborting the journey. And so Bruce leaves her for the states one last time.

The next chapter begins gruesomely, with the beautiful but disfigured Dr. Herzog’s terrible end at the hands of her own creation. While recording an audio introduction to the monsters she has made, in which she instructs their future overseers on their care and feeding, two of them escape from their cages. Despite her incredible determination to escape on foot, which leads the camera through the maze of crudely built and dimly lit corridors comprising Khan’s hideaway, she is caught and devoured by the things we see clearly for the first time. Created after a decade of primitive DNA experiments, the Torthas, as they are called by Herzog in reference to the Serbian colonel who burned her years before, are yellow-eyed, hairless, bulging creatures who have simply been built to burn energy so quickly that their only desire during each second of their almost sightless existence is to feed. They are not evil, merely animals so primitive that they have no choice but to attack and eat any source of protein. They have also been the ideal moneymaker for Khan, whose sale of a dozen Torthas engineered also to quickly reproduce brought in the payment necessary to fund both his base of operations and the initial blasts directed against the city’s landmarks. The Torthas are nothing more than a product to him. It is through sheer luck that the ones which murder Herzog are gunned down by two of her assistants, preserving the secrecy of the project prior to the creatures’ imminent export.

Outside on the street, the roving gangs of “You and Mes,” as Khan refers to them, emerge shortly before midnight as if on some instinctual clue, people stepping outside, listening for the first signs of rioting and instinctively moving towards them, laughing darkly, grabbing whatever they can find to use as weapons. With awful gaiety the gangs grow and grow, moving from block to block, amassing a small army while the police make a vain attempt to stop them. The cops have been instructed to use all possible measures to avoid striking back out of fear for making the situation fatal. The gangs break windows, overturn cars, and set fire to storefronts, pushing themselves closer and closer to violence against individuals but still unable to make that final leap. Tonight, Batman is watching them, and he finally emerges on his cycle to attempt to disrupt their havoc. Khan himself, walking cheerfully amidst the group in disguise and knocking over a parking meter or two, simply enjoying the sights and sounds of the city tearing itself apart while he leads a pack toward the downtown area, one of the last truly civilized outposts left. When Batman cuts the group off, Khan sends them forth against him, and the mob’s sheer numbers cause Batman to retreat. Suddenly his technology fails him--his cycle loses control as he shoots off warning rounds at the mob. On foot, he cannot quite get away, and then the citizens of Gotham, believing him to be a convicted killer, are on him. Despite his body armor he is brutally beaten until he is rescued by a flamethrower-wielding man wearing a mask and black body suit. When the crowd disperses, the man drags Batman into a van and they roar off into the night.

Bruce awakes in his lair, tended to by a doctor and Lucius Fox, who has returned. His injuries are many, and they are not the kind a superhero can just shrug off: a broken leg, a ruptured spleen. He demands to know who brought him here, and how his savior could have known where to go. Reluctantly, Lucius brings the man in, hiding Bruce behind a screen, and they talk without seeing each other. He is only twenty-five and calls himself R. Alcott. When Bruce insists that he drop the artifice and reveal his real first name, the answer is a humble one: “My real name is Robin.” This man has studied Batman’s movements and techniques from the beginning with the determination of a crime scene investigator, attempting to understand and emulate Batman at every turn in order to become something more than the police academy dropout he is. He has one goal: to be a superhero, to perhaps join Batman. He holds a vital piece of information which he could easily use to extort his way into Batman’s world: he has figured out his true identity through obsessive months of research. It’s only a matter of time, he is certain, before others figure out what he has. But he swears he will never reveal this information or use it against him. Bruce draws back the screen, and after a brief word of thanks, issues this order: that Robin never again take to the streets with his foolish dream. The age and the very idea of superheroes can have no happy end, Bruce assures him, and he himself only goes on because stopping is too emotionally painful. He admits to being weak, confused, and regretful, and refuses to let another gravely distort his own psychology through the adoption of a bizarre secret persona. Robin cannot comply with his order, though. He leaves Bruce, telling him that perhaps one day they will work together, or perhaps not. Either way, he has a quest of his own to follow, and it doesn’t listen to anyone’s stern rebuke.

Bruce is left immobile in his bed, facing the daunting task of rehabilitating himself in time to save the city. Days pass as he tries to will his leg to heal, unable to walk without a crutch, sometimes literally weeping with pain. He goes over his technological options with Lucius, which are few. The two of them decide that what’s happening around them clearly calls for an intense buildup of Batman’s firepower—namely a series of upgrades to the previously unused batplane. A team of twelve men works round the clock to bolster its capabilities while Bruce and Lucius debate the ethics of adding one potentially vital component to the machine: a device called a sonic aggressor designed to immobilize an enemy--particularly a crowd of them--possibly killing someone with its sheer force of sound. For the first time, Bruce consults not only with Lucius and Alfred about the dilemma; he literally opens up the question to utter strangers, the men themselves working on the plane, approaching them (through Lucius, of course) as fellow stakeholders in his awesome task, a sign that his days of acting alone and unilaterally are coming to an end.

Night after night the wrecking crowds grow, slowly tearing Gotham City apart. Wayne Enterprises, having invested so heavily in the city’s infrastructure at Bruce’s urging, is being driven toward financial collapse just at the moment when Bruce needs to tap its resources to fund the re-tooling of the plane. And so we are shown not just the grim physical and emotional turmoil of living as a superhero, but finally, the financial burdens as well. In a borderline illegal maneuver, Bruce cedes all his holdings in the company to Alfred so as to be more free to move the company’s money around, hiding some of it here and there, willing to deal with the consequences later.

Time simply begins to run out on Batman. As Khan Darya prepares to ship the Torthas to Somalia, he launches a brazen attack on Arkham Asylum to take care of some unfinished business: the assassination of the Joker as revenge for giving his name to the FBI. No explosives this time; instead he uses African paramilitaries borrowed from his recent customers to go in with guns ready but with a minimum of violence. Breaking the Joker out of his temporary holding cell, one completely devoid of light and sound, Khan wordlessly ties him up in preparation for the kill--which the intended victim seems to be prepared to accept. It is then that a visibly hobbled Batman breaks upon the scene, having been tracking Khan for hours. A crude test of the sonic aggressor gives him the few seconds he needs to pull the critically injured Joker to safety, but it’s more damaging than its creator, Lucius, had even imagined. In an alley behind the asylum he had to partially demolish to make his rescue, in direct contrast with Darya’s more “refined” techniques, Batman tries to staunch the blood flowing from the Joker’s wounds while the villain voices his regret that he will never be able to disappear entirely into himself in the hopes of emerging someday as another identity. He whispers to Batman a troubling story:

When I was twelve and beginning to feel….unpleasant….I sometimes dressed up like Alice in Wonderland so it wouldn’t be me who did those terrible things. As soon as I put on the makeup….as soon as I made that divide….I was done for.

I could have been like you. It made no difference to me, you see--good, evil. I just wanted to be as different from me as I could be. But if you wear the clothes too long, say goodbye to the one who’s not wearing anything. One day he just won’t make it back to the surface, Bruce. Blub…blub….blub.

As Batman struggles to show no reaction to the fact that the Joker knows who he is, the villain then informs Bruce that he has one last joke to play, “the strangest one of all,” and then smiles peacefully, dying in his enemy’s arms.

Bleeding from broken eardrums, Khan stalks his way alone through Gotham’s slums. He calls Commissioner Gordon to inform him that Gotham City has 24 hours to live, that Christmas Eve will be its final night. The authorities, having found his lair, invade it only to find almost everything of any interest gone. The laboratory has been incinerated.

Snow falls on the city on the morning of Christmas Eve. The annual parade has been cancelled and the streets are only a fraction as busy as they once were. Khan Slodali, inexplicably dressed identically to the Somalian shaman he fed to the Torthas, gives instructions to a pair of drivers whose task it is to drive the covered and sedated beasts into the country, where they will be transferred to a larger vehicle for further transport and eventual loading into a cargo plane bound for Africa. Off the men go, knowing only vaguely what they’re carrying. By the time they arrive at their destination, at dusk, they are trembling with fear. The man at the wheel forfeits his payment rather than assist with the offloading of the cages, walking off into the snow toward the highway, where he hitches a ride back to the city. Once there, he promptly goes to the police to tell his story. He is a man who has survived two intense brushes with death--once during Khan’s bombing of the city landmarks, and once years before on 9/11--and Khan’s indifference to his safety that morning, combined with the mounting horror he experienced hearing the sounds form the back of the truck, cause him to turn himself in. Immediately the police and the FBI act, but by the time they reach the transfer point, there’s nothing there.

The gangs take to the streets as the snow thickens and darkness falls. Khan freely urges them on as they enter the shopping and theater district for the first time, letting themselves be unified into larger masses. Having adopted a costume for the first time, he refers to himself as he shouts through a bullhorn as the Father (“Obey the Father now, don’t forget 7th Street”), completing the transformation to villain--a deaf one, wounded long-term by the sonic aggressor. The SWAT teams and National Guardsmen prepare to move in as a last ditch effort to save the city from utter disaster, but no one is willing to make the suicidal commitment to causing a confrontation. Instead the hope is that the crowd’s rage will simply burn itself out, or that the snowstorm itself will weaken their resolve. Over the course of weeks, the Father has “trained” the mob to harm no one, putting the law in an impossible position. When the unification of the gangs becomes a demented, vengeful parade of thousands moving toward police headquarters, Batman appears, hovering in his plane as the authorities abandon the area, conceding defeat. The Father urges everyone to join in a round of applause for Batman--“also known as Bruce Wayne, my children!” he exclaims. The Joker’s true final joke, it turns out, was to tell the Father who Batman really is, even knowing he was about to die.

As the Father is about to release the mob for its final charge on police headquarters, Batman’s finger tenses on the trigger of the sonic aggressor. He knows that the buildings surrounding them may hold children, elderly, the innocent, and that most of the mob are simply normal people pushed to the absolute brink by events they can’t control. In the end he does not use the blaster and instead lets the crowd pour down the street. “Now do you see me, God?!” the Father cries yearningly to the sky when he sees Batman do nothing. But as soon as the area around Khan becomes clear, Batman does act--hovering directly over the man, he waits until the mob has moved away entirely on its own, then moves his finger to a different button. He opens fire with a single shot, killing Khan on the spot, having no regard for the fact that he was unarmed, apparently willing to cement his legacy (in the eyes of Gotham) as a killer of men.

An urgent call from Commissioner Gordon snaps him out of his reverie; by bombarding the surrendering driver of the Torthas with questions, they believe they have figured out roughly where the cargo plane headed for Africa will leave from. Almost alone on the street, Batman watches the mob go to work destroying everything in their path, and then, after closing his eyes for a moment, he rises into the sky and flies away from Gotham, now an utterly ruined city left to ashes. But the damage isn’t completely done--in a totally soundless flashback, we are taken to a point in the film just four minutes previous, when the Father is shot. Lying in the snow, we see him feed a hand into his pocket and set off a timer. Cutting back to the present, the explosions begin: a chain of demolitions that lights up the river surrounding the city as abandoned building after abandoned building explodes in a pyrotechnic display so bright that it lights up Khan’s dying face from miles away.

Having moved on for good, Batman is advised by Gordon to find the cargo plane before the FBI does, for if they encounter Batman, they will take him down. Trusting him completely, Commissioner Gordon works with subtlety to steer everyone else a little too far to the south so as the let Batman have a chance to catch the plane himself. The weather conditions grow more and more horrid, but he manages to get the plane in his sights over the countryside. Hoping to intimidate the plane with a series of aggressive maneuvers, he instead scrapes it due to the terrible visibility. Both planes go into a spin, and the two of them crash land within a few hundred feet of each other, plowing through the snow covering an open field.

Batman regains himself upside down, his plane useless but still mostly intact. Before he climbs out into the night, he laboriously drags a crate out of the plane. Inside is a primitive version of the machine gun that Lucius has designed, an ugly contraption so heavy that Batman must practically wear it instead of carrying it. Yet he has brought it along because of the capability of its rounds to release deadly phosphorous upon impact and go not an inch further than their initial target. He makes his way through the snow toward the cargo plane. The pilot and crew seem to be dead. The crates holding the monsters have been strewn everywhere, and all of them are destroyed. Batman comes across three Torthas lying dead in the snow, their bodies ruined. One of them seems to have been newly born. When he moves on, he spots ten more moving in a pack toward the lights of a small, sleepy town which has no idea what is about to happen to it on this Christmas Eve.

What ensues is a bloody battle in a completely unfamiliar setting. Batman chases the monsters as they desperately seek food, targeting them clumsily with the huge, incredibly destructive gun. He screams at the emerging townspeople to take cover, running madly wherever he sees movement. Dogs bark madly and a group of carolers scatters, nearly attacked and mauled. Soon screaming people emerge with shotguns, joining in the effort to kill the monsters. It’s total chaos. Batman kills the things in the street, in back yards, in driveways, and in the end, a living room complete with a Christmas tree under which a stack of presents lies.

When he senses he is done, Batman staggers into the middle of Main Street and sits, his armor torn by a Tortha which almost killed him. The townspeople emerge from their homes into the falling snow to watch him. He manages to stand and unsling the gun. The first thank-yous are uttered from the citizens of the town, until it seems like every single person there is thanking him. He has lost Gotham, but managed to save this small town whose name he doesn’t even know. For the first time, he removes his mask, letting the people see the real him. Very few of them know who Bruce Wayne is--they just see a man like any other, one who decided to risk his life by saving them. Many of them come forward to embrace him. Dazed, tears on his face, he lets them.

In an epilogue, we return to the outskirts of Gotham on another cold winter’s day. Bruce Wayne is alone, seeming slightly older, visiting Alfred’s grave. We see the city skyline in the distance---but it is not a pretty sight. There are still faint signs of life, but the place from far away seems deathly quiet, abandoned. After paying his respects, Bruce moves to another part of the cemetery, where a large headstone marks the grave of someone named Robin Alcott, who is described on the stone as a secret crusader for justice who fell while trying to do battle alone against the criminal element of the city in the year 2012. Bruce pauses here for a long, thoughtful moment. Eventually he returns to his car and drives away.

He arrives at Lucius’ old farm near sundown, where his wife and daughter Olivia, who is now about six and without sight, wait for him. They prepare to leave together on a private plane back to France before anyone knows of Bruce’s presence in America. While Bruce visits one last grave--Lucius’, which is located under a tree at the edge of one of his fields--Olivia says she wants to see the inside of the grain silo Bruce has described. He agrees, taking her in there to explore as the sun sets. Inside the silo are dozens of wooden boxes stacked upon each other. Olivia asks what’s in them. Bruce goes to a particular one and opens it. From it he removes Batman’s hood, where it had been lying atop other clothing and gear Bruce used to wear. He lets Olivia run her hands over it, and she asks whose mask it was. When Bruce tells her he used to wear it not so long ago, she is confused--having believed people stopped wearing masks when they became grownups and it wasn’t right to do so any longer. He says this is true, and that one day soon, he will try to explain to her why he wore his; hopefully, he says, he will be able to explain it all before the world tries to tell her instead. They put the hood back in its place, shut out the lights, and leave the farm.

Soren Narnia