The film opens as Two-Face, the alter ego of former District Attorney Harvey Dent (Tommy Lee Jones), is holding hostages in a bank vault. Batman (Val Kilmer) arrives at the scene and consults with clinical psychiatrist Dr. Chase Meridian (Nicole Kidman). Batman then rescues the hostages and foils the robbery but is unable to apprehend Two-Face. Edward Nygma (Jim Carrey), a lowly worker at Wayne Enterprises has been doing unauthorized research at work into a brain-manipulating device, ostensibly as an entertainment medium, following his perceived rejection as a business partner by Bruce Wayne, whom he idolizes to the point of obsession. He is discovered at work late by a senior worker, Fred Stickley, who finds himself tested on the project and at Nygma's mercy. The device seems to affect Nygma's brain as an unexpected side effect. Stickley promptly tries to fire him, but Nygma murders him, doctors security tapes to make it look as if the man committed suicide and resigns from Wayne Enterprises.
A while later, Bruce Wayne invites Chase Meridian to accompany him to a Charity Circus, though ironically she is attracted to Batman rather than him. Two-Face and his thugs arrive at the event, firing guns and terrorizing the audience. They also bring a bomb that Two-Face will detonate if Batman does not appear. (Two-Face blames Batman for failing to thwart the criminal who threw acid into his face, disfiguring him and causing "left-brain damage" – an event re-shown in a TV program Wayne has been watching.) The Flying Graysons, the circus acrobats, work to remove the bomb through an opening in the top of the big top. The youngest member, Dick (Chris O'Donnell), manages to push Two-Face's bomb out of the circus and into the water surrounding it by going ahead of his family. When he returns, he finds that Two-Face has killed the other Graysons by shooting out the wires that they were climbing on, sending them plunging to their deaths. Feeling sorry for Dick's loss and responsible for Batman's failure to show at the circus (though he had tried to make himself heard above the panic), Bruce takes a reluctant Dick in as a foster son. Dick wants to kill Two-Face for murdering his parents. Later on, Dick discovers the Batcave and so knows that Bruce is Batman. Dick asks to become his partner so that he can play a part in killing Two-face. Bruce at first resists, insisting that such a quest for revenge goes on forever, as he knows only too well. Dick will not give in, however, naming himself 'Robin' partly at Alfred's suggestion (it was Dick's mother's nickname for him), even though one of his ideas was Nightwing (making a reference to the comic book Robin, who became Nightwing).
Meanwhile, Edward Nygma, who has been stalking Bruce Wayne and leaving riddles for him, is inspired and delighted by watching Two-Face's raid at the circus on live TV – and decides to become his partner in the form of the flamboyant and devious Riddler, master of puzzles and quizzes (he has been unhinged at Wayne's insistence that his research "raises too many questions".) He proceeds to show Two-Face his perfected device, which hypnotizes TV viewers and beams signals directly into/out of the human brain, allowing people to feel as though they are 'inside' TV shows – but as a side effect, allows Nygma to read their minds and, he claims, augment his own intelligence. The two villains make a deal: if Two-Face helps him steal enough priceless goods and money to fund his project into mass production, the Riddler will use his 'Box' device to learn Batman's true identity. Their deal sealed with a flip of the formers decision-making coin, Two-Face and the Riddler start their rampage.
After a launch event for the Box, where Nygma readopts his regular identity – albeit more based on his idol, Wayne, than ever (complete with a fake facial mole) – Batman's identity is indeed deduced. Two-Face unsuccessfully attempts to kill his enemy yet again, Robin aiding in foiling this. But, armed with the revelation about Batman, the villains attack Wayne Manor and the Riddler – at pains to prevent his partner in crime from killing his idol – blows up the Batcave and leaves a fourth and final riddle, while Two-Face kidnaps Robin and Chase. Soon, having solved the linking riddle and so located the Riddler's lair at NygmaTech's plant (on Claw Island), Batman is forced by the Riddler to make a choice between Robin and Chase, but ends up successfully saving both and destroying Riddler's central Box device. The Riddler and Two-Face are defeated: the former is overwhelmed by the exploding Box's brainwave overload; the latter falls to his death when Batman thwarts his final attempt to kill him, Robin and Chase, by launching a handful of coins when Two-Face makes one last flip. The brain-damaged Riddler is committed to Arkham Asylum, where (in his delusional state of mind) he proclaims himself rather than Bruce Wayne as Batman to a visiting Chase in the epilogue. The movie ends with Batman and Robin as a crime-fighting partnership, 'forever'.
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