During a conference of crime bosses held in a Gotham City skyscraper, Batman interrupts mobster Chuckie Sol (Dick Miller) attempting to distribute counterfeit money in Gotham. Sol was instructing his men about the procedure for laundering some new counterfeit bills through their casino. Batman takes out Sol's' cronies but Chuckie manages to get to the parking garage. Sol tries to escape in his car but is attacked by the Phantasm, a masked vigilante resembling the Grim Reaper, who causes him to die in a crash. Witnesses see Batman at the scene and believe him to have been responsible. Batman (Kevin Conroy) is blamed for Sol's death. Councilman Arthur Reeves (Hart Bochner) tells the media that Batman is a public menace. Commissioner James Gordon (Bob Hastings) is against it, since he doesn't believe Batman would commit first-degree murder. Detective Harvey Bullock (Robert Costanzo), on the other hand, is in favor of stopping Batman. Alfred (Efrem Zimbalist Jr.) and Bruce (Kevin Conroy) are watching the presentation in the Batcave. Alfred dismisses Reeves' claims. That evening Reeves attends a party at the mansion of billionaire Bruce Wayne, Batman's alter ego. Reeves taunts Bruce for his bad luck with women and for having allowed an old girlfriend, Andrea Beaumont (Dana Delany), to get away. Batman confronts Andrea, who soon deduces his secret identity. In a flashback to ten years ago during Bruce's college days, Bruce meets Andrea in a cemetery while visiting his parents' grave. That night, he dons a ski-mask and black leather jacket, and ninja styled outfit then foils a warehouse heist but is discouraged that the criminals did not fear him. This was the very first time he went crime fighting and he seeks a more frightening image. Bruce thinks that he failed to keep control of the situation because the criminals weren't afraid of him. Around the same time, he begins a romance with Andrea. Andrea invites Bruce to come and meet her father, and he agrees. They attend the Gotham World's Fair, where a particular car grabs Bruce's attention. Later that day, Bruce & Andrea greet Carl Beaumont, who is just finishing business with Arthur Reeves (Reeves works for Beaumont's legal department at this time). The meeting is interrupted by Valestra, who wants to speak with Carl. Both Bruce & Andrea are suspicious of Valestra. Afterwards, Bruce and Andrea witness a street merchant being mugged by a biker gang. Bruce attempts to stop the gang, but his concern for Andrea allows them to get away. Though conflicted about whether to honor his promise to his parents or settle down to a happy life with Andrea, Bruce eventually proposes to her. Eventually, Bruce decides to abandon his plan on becoming a crime-fighter and proposes marriage to Andrea. However, Andrea mysteriously leaves Gotham with her father, Carl Beaumont (Stacy Keach), ending her engagement to Bruce in a Dear John letter. Heartbroken, Bruce commits to a new life as a vigilante crime fighter, converting a cavern under Wayne Manor into a base and assuming the mantle of Batman. In the present, the Phantasm vigilante finds and kills another gangster, Buzz Bronski (John P. Ryan), when he visits Sol's grave at the Gotham Cemetery. Bronski's bodyguards mistake the fleeing Phantasm for Batman. Arthur is now more fanatical than ever in his crusade against Batman. Commissioner Gordon vehemently refuses to participate, so Bullock eagerly steps up. Later that night, Reeves and Bullock turn on the Bat-Signal as a trap to arrest Batman, but the latter, however, does not show up, having listened to Reeves and Gordon's argument. This further convinces Reeves that Batman is guilty of the mobster killings. While investigating the scene of Bronski's death, Batman lingers at his parents' grave but leaves after an accidental encounter with Andrea, who deduces his identity. Using the Bat-Computer, Batman confirms that the two dead men- Sol & Bronski- were partners in phony dummy corporations set up at least 10 years ago. There was a third man involved- Sal Valestra. As Batman drives off in the Batmobile, Alfred asks him if he will be seeing Andrea when he returns. Batman tells Alfred that he knows less about him than he thinks. In Valestra's office, Batman finds a photo of Carl Beaumont with Valestra and the two dead men. After spying on her and Arthur at dinner, Batman interrogates Andrea about her father's dealings with the mob, but she denies any knowledge of such dealings and her father's whereabouts. She replies to Batman that he's only one still attached to his parents. Salvatore Velestra learns of their murders in the news and fears that Batman will come for him next, resulting in a panic attack. Later that day, Valestra is rebuffed by his former ally, Reeves, when he asks for help. Desperate, Valestra turns to the Joker for help. Valestra goes to the now abandoned World's Fair, which is a hideout for the Joker (Mark Hamill), who greets him like an old friend. Valestra tells him that he thinks Batman is killing off members of "the old gang." Joker notes that this is uncharacteristic behavior for Batman, and insists he is not a hired gun for the mob. Valestra reminds him that if the vigilante is specifically targeting his old associates, then it's only a matter of time before they go after the Joker. Valestra also reminds Joker that he is even more guilty than Valestra himself is. The Joker then assures Sal that he will not be harmed. That night, the Phantasm arrives at Valestra's penthouse but finds that he has already been killed by the Joker, who also rigged the place with a surveillance camera and explosives to apprehend and eliminate the mobsters' killer. Phantasm escapes the explosion and eludes a pursuing Batman. Batman is chased by the police but escapes with the aid of Andrea, although he loses his cowl and cape during the chase, as he had used them for a decoy that the police ended up shooting. Andrea rescues Batman/Bruce in her car, and they spend the night together at Wayne Manor. The next morning, Andrea admits that she left Gotham to go into hiding with her father in Europe because he could not repay Valestra money that he had embezzled from him. Carl eventually accumulated enough money for repayment, but Valestra and the mob were not satisfied. Andrea says that she has returned to Gotham to stop her father from murdering his former partners. Bruce and Andrea tentatively resume their relationship. Bruce later examines a photograph of the mobsters and realizes that Valestra's enforcer was the man who later became the Joker. The Joker confronts Reeves in his office, accusing him of orchestrating the murders to conceal his mob connections, which Reeves denies. Andrea then calls Reeves, which confirms Joker's suspicions. Then, Reeves is exposed to Joker's toxin and taken to the hospital, where he is interrogated by Batman and confesses that he previously worked as the Beaumonts' lawyer and helped them hide from the mob. Arthur kept in touch with Carl while he was abroad, helping to set up funds. When Carl refused to bankroll Reeves's first struggling election campaign, Reeves revealed Carl's location to Valestra in exchange for the mob's support. Batman leaves the hospital in disgust. Batman deduces that the mobsters had Beaumont killed and that the Phantasm is Andrea, whose final target is her father's murderer: the Joker. Phantasm tracks the Joker to his hideout, a miniaturized replica of Gotham City in an abandoned amusement park and removes the ominous costume after Joker also deduces the identity of the Phantasm: The killer is Andrea, intent on avenging her father's death. The Joker is also revealed to be the last surviving member of the Valestra mob. Before his fateful first encounter with Batman, he was an unnamed hit-man who personally murdered Beaumont on Valestra's orders. Batman arrives and saves Andrea from the Joker and begs Andrea to give up her quest for revenge. She refuses, stating that the mob ruined any chance she had at happiness. She then tells Batman that he himself is driven by revenge. Andrea vanishes and Batman battles with the Joker, a struggle that ends in stalemate. Moments later, Andrea reappears and seizes the Joker, bidding Batman goodbye before vanishing with the super-villain in a cloud of smoke. The model city (and the entire amusement park) then erupts in a series of rigged explosions, which Batman barely escapes by falling into a waterway and being swept away to safety by the current. Back in the Batcave, a heartbroken Bruce receives consolation from Alfred, who tells him that no one could have helped Andrea. Bruce finds a locket containing a picture of himself and Andrea in the cave. Meanwhile, Andrea stands on the deck of an ocean liner, truly alone. The final scene shows Batman standing on top of a building; when the Bat-Signal emerges in the distance, he swings off into the night to continue his war on crime.
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