Though Bruce is formulating his own dynamic method for fighting crime in Gotham, he must present to Rachel his "public" Bruce Wayne persona - the frivolous, womanizing playboy who doesn't seem to notice, let alone care, that the city is crumbling to ruins around them.
"One of the consequences of Bruce Wayne's decision to transform himself into Batman is that he's put in a position of having to debase himself in Rachel's eyes," Nolan says. "She believes him to be capable of extraordinary things, but she cannot know that he is indeed performing extraordinary good. She has to see him as somebody wasting his resources and his talents, and she really can't bear to see that."
"Rachel is very hard on Bruce," Holmes admits. "She can't understand why her best friend isn't more concerned about the crime and corruption that are overtaking Gotham City. When you really know and care about someone the way she does for Bruce, and you think they're not living up to their potential, it can be very disappointing and difficult to accept."
The heartbreaking realization that he cannot share his true self with the one person besides Alfred who truly believes in him further fuels Bruce's pain and anguish. According to Nolan, he and Goyer created the character of Rachel - the only main character in Batman Begins who is not based on one from the comic book mythology - to "represent the life Bruce Wayne might have if he weren't tied into his destiny of having to create a very dark alter ego through which he helps people."
"One of the great things about their relationship is that it's not about Rachel falling for Batman," Roven notes. "She has loved Bruce since they were kids, and even though she is disappointed with who she thinks he's become, she never stops believing in the man he has the potential to be."
"This has been one of the best working experiences I've ever had," Holmes marvels. "How many chances do you get to have a conversation with Gary Oldman, Christian Bale or Michael Caine, let alone do scenes with them? I was very nervous at first, but so thrilled."
Batman's first ally on the side of justice is Detective Sergeant James "Jim" Gordon, one of the few good cops on Gotham's debauched police force. A patrolman at the time of the Wayne murders, Gordon offers young Bruce Wayne solace on the tragic night that changes the fated heir's life forever. Years later, when Batman seeks Gordon's help in his campaign against evil, Gordon has worked his way through the mire and earned the rank of Detective Sergeant, though his unscrupulous partner Detective Flass has as little regard for the law as Gordon has respect for it.
"I think Gordon's hair turned grey at a pretty young age," says Gary Oldman, the acclaimed actor known for playing characters not nearly as decent as Gordon in films such as Harry Potter and the Prisoner of Azkaban, Hannibal, Air Force One, Bram Stoker's Dracula and JFK. "It's difficult in this day and age to retain any kind of integrity, whatever line of work you're in, but trying to police Gotham City would turn anyone grey. What's nice about the role is that Gordon is so honest and true blue. I like playing the one good apple in the bunch."
"Gary has never really played such a wholesome character," Nolan notes, "but he is a chameleon, and he absolutely inhabits the role of Gordon. The essential goodness of the man is very apparent from his first scene."
"Gary's performance captures the essence of Gordon from the comic books," Thomas adds. "He very much looks the way the character does in Batman: Year One, for example, and he conveys the weariness that Gordon feels from fighting an uphill battle against not only the criminals, but his own colleagues who perpetuate the corruption in Gotham City."
Oldman adopted Gordon's iconic moustache and glasses for the role, and speaks with a regionally non-specific American accent, at Nolan's request. "Chris wanted me to look as much like Gordon does in the comic as I realistically could, and not be identifiable as coming from any particular part of the country," he says. As for his character's world-weariness, "I just played the jet lag," Oldman jokes, referring to the numerous flights taken between his home in Los Angeles and the production's Chicago and London locations.
Initially, Gordon isn't sure whether or not he can trust Batman, but ultimately they form a clandestine partnership. "Gordon is infused with new energy and hope when Batman emerges on the scene," says Oldman. "He knows Batman is a bit of a wild card, but his heart is in the right place. They both have the same goal and share a single-purpose kind of mindset."
In stark contrast to Gordon's decency is the rapacious greed of Wayne Enterprises CEO Richard Earle. Following the death of Thomas Wayne and Bruce's subsequent disappearance from Gotham, Earle has presided over the company's move from philanthropic-based business ideals to the production of military defense hardware and weapons manufacturing.
"Earle is extremely competitive and aggressive; I think of him as a cross between Donald Trump and Bill Gates," says Rutger Hauer, known for his memorable turns as magnificent bad guys in classic films like Blade Runner and The Hitcher, and more recently in the films Sin City and Confessions of a Dangerous Mind. "He knows what he wants to accomplish with the company, and he's filtered out who is working well for him - and who is not."
Lucius Fox was a close friend of Thomas Wayne's and does not share Earle's appetite for earnings over intent. In his bid to take Wayne Enterprises public, Earle ungraciously dismisses Fox from his influential position on the board and relegates him to overseeing the company's Applied Sciences division.
"Fox and Earle are like sandpaper rubbing against each other," observes Morgan Freeman, an Academy Award recipient for his performance in Clint Eastwood's drama Million Dollar Baby and an Oscar nominee for his roles in The Shawshank Redemption and Driving Miss Daisy. "I don't think of Fox as being terribly ambitious or combative. He's just really smart and well-educated. Earle has a great need to get rid of Fox, but he can't just dump him; Fox knows too much. He has to keep him around so he can watch him. So he reduces him to being a warehouseman for all these wonderful toys."
The Applied Sciences division is dedicated to engineering the design and production of high tech prototype materials, from cutting-edge weaponry to advanced military equipment. When Bruce Wayne returns to Gotham and begins assembling the tools to become Batman, he finds an ally in Fox, who provides him access to the resources available in Applied Sciences. Bruce begins experimenting with various military prototypes that Fox shows him, from body armor designed for combat to a rugged, tank-like vehicle nicknamed "The Tumbler."
"A bond starts to develop between them because Fox sees that Bruce is ready to pick up the reigns of the company and put it back on its feet, back where it should be," says Freeman, who admits that despite his character's technological expertise, "Technology leaves me in the dark. I've had a computer since the early days of the PC, but I still can't initialize a disk. That's Greek to me."
A supporting character from the comic book mythology, Lucius Fox was further developed by Nolan and Goyer specifically for Batman Begins. "We wanted to connect Bruce's assembling the tools to become Batman with the process of trying to reclaim his father's legacy and take Wayne Enterprises back into more positive directions," Nolan explains. "Lucius Fox helps Bruce in his quest to become Batman without ever knowing exactly what Bruce's specific mission is. There is a wonderful unspoken understanding between the two men."
While Bruce Wayne harnesses his greatest fear and transforms it into a force for good, Dr. Jonathan Crane uses fear for purely personal gain. An accomplished young psychiatrist and the head of the prisoner population at Gotham's Arkham Asylum mental facility, Crane's specialty is the study of fears and phobias. He has developed a toxin through which he can tap into and unleash his patients' worst fears, and as his alter-ego, the hideously-masked Scarecrow, he uses terror and paranoia as weapons against them.
"Crane believes the mind controls everything, and he wants to control your mind," Roven says.
"Crane has obviously achieved a lot at quite a young age, and he's very arrogant," says Cillian Murphy, a rising young actor best known for his starring role in Danny Boyle's bracing sci-fi thriller 28 Days Later. "He's not physically imposing, so his way of countering his lack of physicality is through his intelligence and his fear toxin. It's deeply rooted in getting revenge for being maligned when he was younger. He gets satisfaction from seeing people reduced to an almost catatonic state of fear, just as he was as a child."
"We felt that Crane's drive to manipulate people through fear presented a very interesting parallel to the journey that Bruce Wayne embarks on with the Batman persona," says Nolan, who worked with Goyer to connect the Crane character, who made his first appearance in World's Finest Comics No 3 in 1941, with Arkham Asylum, an historically significant location in Batman lore.
Though Crane and his alter ego Scarecrow are important characters in Batman's comic book mythology, this is the first time they are being portrayed on film. "Playing Crane's metamorphosis into Scarecrow was really appealing," says Murphy, who read all of the Batman comics in which Scarecrow appears after he was cast in the role.
"Cillian's performance as Crane is incredibly creepy and chilling," Thomas says. "He has an extraordinary screen presence, and there is something especially unnerving about his eyes when he is playing Crane. I wouldn't want to be alone in a room with that character!"
Working in cahoots with Crane is Carmine Falcone, Gotham City's most notorious crime boss, whose crew of thugs are routinely diagnosed by the not-so-good doctor as being criminally insane, therefore avoiding prosecution by the District Attorney's office.
"Falcone represents all that's bad about Gotham," says Tom Wilkinson, who most recently starred in the Oscar-nominated dramas In the Bedroom and Eternal Sunshine of the Spotless Mind. "He owns the police force, he owns the politicians and he owns the judiciary. And he's the first bad guy that the fledging Batman cuts his teeth on."
But even with well-placed allies, years of training and an arsenal of weapons at his disposal, it won't be easy for Barman to stop a man as powerful as Falcone…
...or the even greater and more sinister forces threatening to destroy Gotham City.

THE BATMOBILE
The Batmobile is an integral part of the Batman legend, and in accordance with director Christopher Nolan's credo that every aspect of the film be firmly rooted in reality, the vehicle driven by the Dark Knight in Batman Begins was conceived in such a way that ensured that its design be absolutely in tune with the narrative. Says Nolan, "We were looking to present Batman as a very functional figure, somebody very concerned with utility, and so we wanted to create a vehicle that would actually perform in ways that are useful to the character."
Production designer Nathan Crowley set up a workshop in Nolan's garage, where he focused on many key elements of the film, primarily the Batmobile. As Nolan and co-screenwriter David Goyer wrote the screenplay inside the house, they would share ideas with Crowley about how they were envisioning the vehicle; their ideas informed Crowley's designs, and Crowley's designs contributed to important aspects of the script.
"I've never been on a project where I've gotten to do conceptual work so early on," Crowley comments. "We set up a little machine shop and started making models of cars out of anything we could get our hands on. Chris would take a break from writing and come into the garage, where I'd be with my car concepts, covered in glue. We made about five or six versions of the Batmobile over a period of about eight weeks."
Throughout the course of the Batman legend, the Batmobile has always been presented as a contemporary vehicle, but with a sense of exaggeration and extremity to it. Following Nolan's mantra of realism, it was important that every aspect of the Batmobile have a clear purpose, rather than just a mishmash of impressive-looking details. What resulted is a design that evokes a hybrid of a Lamborghini and a Humvee, a vehicle that combined the functional muscle of a tank with the finesse and handling of a sports car.
In the universe of the story, the Batmobile began as a military prototype bridging vehicle called "The Tumbler," designed by the Wayne Enterprises' Applied Sciences division for the purpose of jumping across ditches and facilitating the moving of men and equipment over water and vast open space. Due to its expense, Wayne Enterprises never mass-produced the vehicle, but upon Bruce Wayne's discovery of the prototype, he maximizes its stealth design and extraordinary applications to become a powerful weapon in Batman's quest for justice.
Because Crowley preferred making three-dimensional models rather than conceptual drawings, when he and Nolan brought their Batmobile concepts to special effects workshop supervisor Andrew Smith, they had a fully-formed, three-dimensional plastic model that detailed exactly what they envisioned for the vehicle.
"Within six months, Andy and his team designed and built five of these things from scratch," says the director. "I never expected them to be able to build a version of the Batmobile that could actually do all of the things that it's supposed to be able to do in the film, but they did it. It's a monster, it's a beast, and it's beautifully designed."
"I finally understood men's fascinations with cars after I saw the Batmobile in action," Katie Holmes recalls with a laugh. "I thought, Okay, I get it. This is awesome! I have the privilege of riding in it in the movie and it's even better on the inside."
While most film vehicles are comprised of a pre-existing car frame with a plastic shell placed over it, Smith's team custom-made every aspect of the Batmobile, from the wheels to the chassis to the bodywork.
The Batmobile is equipped with a 5.7 liter, 350 cubic inch, 340-horsepower engine with approximately 400 pounds of torque. 9 feet, 4 inches at its widest point, the vehicle is 15 feet long and weighs 2.5 tons. It accelerates from 0-60 in under 5 seconds and can jump 4-6 feet in height, up to a distance of 60 feet, and then peel off as soon as it hits the ground.
One of the most distinctive design features of the Batmobile is that it has no front axel, which enables the vehicle to make extremely tight turns. Nolan wanted the wheels to be held from the side, which at first was considered impossible. But Smith and special effects supervisor Chris Corbould devised a way to make it work.
"There's nothing holding the wheels in the conventional way that wheels are held on a normal car," Smith explains. "We built one prototype and modified it and came up with a very good system - due to an increase in rear wheel diameter we turned the engine and gearbox around and went with a live axel. The design gives the vehicle an almost insect-like waist because it twists in the middle when being driven hard."
The Batmobile was outfitted with six monster truck tires. Depending on the driving performance that the filmmakers were trying to capture, the tire treads were shaved off mechanically and their pressure was adjusted to give the driver varied levels of grip for performing sliding stunts. There were three basic sets of tires, with treads ranging from fully-skinned to semi-skinned to bald.
A total of eight Batmobiles were created for the production. In addition to the five fully operational, gas-powered models, there was an electric version that featured a sliding top to enable Batman and his passengers to easily enter and exit the car. The stunt driver was hidden behind the main seat and drove the vehicle from a sideways position. There were also two "cannon" vehicles, which were lightweight and contained no engines, and could be catapulted from a cannon for specific action sequences.
Building a vehicle as massive and powerful as the Batmobile necessitated that Smith and his team rigorously test every aspect of the car before handing it over to the stunt drivers and actors who would be piloting it onscreen.
"We try and test absolutely everything," says Smith. "We knew we were going to jump the car, so we went out and spent days and days jumping. That's where our prototype car went - we got 35 jumps out of it. We just keep going until things break. And we do break a lot of stuff during testing, but that means that we don't break a lot of stuff after shooting actually begins."
The most demanding Batmobile sequence to film was Batman's breakneck car chase through the streets of Gotham City. Among the action that had to be performed and captured on film were scenes in which the vehicle crushes other cars, maneuvers in and out of traffic at dangerously high speeds and executes razor-sharp cornering in extremely tight spaces. Upwards of 30 drivers were used to create the car chase, which was staged on the streets of Chicago.
"Chris really wanted the chase to have a loose, raw feel, something somewhere between a modern-day action-chase sequence with all the technology that we use today and something with the raw, gritty feeling of The French Connection," says director of photography Wally Pfister (Laurel Canyon, Memento, Insomnia). "That's why I was determined not to use a digital Batmobile - Chicago has these amazing subterranean streets, and I really wanted to get it out there."
The cockpit of the Batmobile does not provide a great deal of peripheral vision for the driver, so a video system was installed with cameras mounted on top of the vehicle facing backwards and just over the driver's eye-line to match his viewpoint. If the driver ever lost his "real" vision, he could pilot the vehicle using the monitors. "It's a handful," Smith says of the car. "It looks like it's very responsive but there's a lot of physical effort involved, a lot of wheel twirling in that cockpit to keep it under control."
"I would spend all day driving the Batmobile and then get in my car to go home, and it would take me a while to adapt to driving a normal car," says stunt driver George Cottle. "The whole body of the Batmobile rolls and flexes from side to side, making the vehicle up to six inches wider on either side because of the flexing movement."
As Batman, Christian Bale was afforded the unforgettable experience of piloting the Batmobile himself. "It's like nothing else," says the actor. "Driving it is like having Ozzy Osbourne screaming in your ear - it's insane."
Not only was cutting-edge technology employed in the fabrication and operation of the Batmobile, it also played an integral part in bringing the chase to the screen in the most dynamic way possible. The stunt team and film crew worked with an innovative new type of camera car: the AMG Mercedes ML tracking vehicle, outfitted with a device called the Ultimate Arm and Lev Head, a gyro-stabilized head on a robotically-controlled arm that is controlled by joysticks inside the vehicle. The Lev Head gave such a stable, solid image that the filmmakers shot approximately eighty percent of the chase with it.
Nolan and Pfister rode in the ML during filming, while built-in monitors and an open microphone enabled the director to simultaneously communicate with Cottle as he piloted the Batmobile and the tracking vehicle driver, and make real-time adjustments in speed or handling.
"The ML was the best tool we've ever had for a car chase," says stunt coordinator Paul Jennings. "It meant that we didn't have to pull back the speed of the Batmobile, because it could keep up. It was invaluable in terms of getting shots that you couldn't dream of doing with a normal tracking vehicle. There are shots in the film that I'm sure people will think were sped up, but they're not - they were done for real."
Says Pfister, "You very rarely drive a car more than 50 or 60 miles an hour in a chase sequence. We had the Batmobile up to 105 miles an hour. It was amazing to us, and it nearly outran a helicopter - particularly flying sideways, the helicopter couldn't even keep up with the Batmobile." Read more about the Batmobile

THE BATSUIT & GADGETRY    FILMING BATMAN BEGINS

FIGHTING THE GOOD FIGHT