After being crossed for the umpteenth time by Batman, Rupert Thorne decides to hire the chemically-powered superhuman Bane to assassinate the Dark Knight once and for all. Upon arriving in Gotham, Bane strikes up a friendship with Throne's "secretary" Candace, and meets with Thorne, who pays him a suitcase full of diamonds. Rather than rushing in, Bane, curious to know how Batman fights, he tells Thorne that he will get to Batman by using the recently escaped Killer Croc. Later that night Killer Croc and his gang attempt to rob a warehouse. Batman and Robin arrive to stop him. They deal with Croc's thugs, but Croc escapes down the sewer. Croc waits to jump Batman in the sewer, Bane confronts Croc in the sewer, and brutally beats him, knocking him out and Bane is nowhere to be found. Batman drags Croc out of the sewer and is shocked to see the Batmobile destroyed. From the wreckage, Batman can see that it was done with someone's bare hands. Sometime later, Batman visits Croc in the infirmary. After some encouragement Croc tells Batman what he knows about the man who attacked him saying that he had a South American accent; he had tubes wired into his head which pumped him up twice as big. Later in the Batcave Batman researches Croc's attacker and determines that it was Bane. Bane was created in a south american prison as part of a secret program called Project Gilgamesh. Project Gilgamesh was intended to create super-soldiers out of hardened prisoners. The Project was canceled after Bane, its 7 test subject, escaped. Since his escape Bane has been working as a high priced assassin. Batman figures out that Rupert Thorne is the man behind Bane's presence in Gotham City since he wants to kill Batman and can afford Bane's hefty fee. Meanwhile at one of Thorne's buildings Bane brags to Candice about how he is ready for Batman. He tells her that he will let her take the mask off of Batman when he is done with him. Candice tells him that if he can take out Batman the two of them can take over the entire city. She offers him a kiss.

Thorne shows up as Candice is about to leave. Robin watches the two of them from a neighboring building. He has been tape recording Bane. On the street Candice's car pulls away with the Batmobile following her from behind. As Robin watches, he is attacked by Bane. Bane grabs him and after a short fight knocks Robin unconscious. Bane walks off with Robin's unconscious body. Batman follows Candace to her apartment and starts questioning her about Bane. Candace says him that Bane is fascinated by him, knows everything about him, and Bane's biggest dream is to defeat him. Just as Candace mocks Batman for not realizing that Bane is spying on him too, Batman receives a call from Bane himself, saying that he has kidnapped Robin - for proof, leaving his costume shirt on a nearby satellite dish for Batman to see - and ordering Batman to the wharves. As Batman flies, Candace leaves for the same destination. On the ship The Rose's Thorn, Candice arrives and tries to rip off Robin's mask. Bane doesn't let her. He tells her to wait. Robin is hung by his arms and his feet are tied to a weight. Bane pulls a lever and water starts coming up under Robin's feet. Batman arrives and is greeted by Bane who immediately injects venom into himself. He attacks Batman and the two fight. Using a grappling gun, Batman knocks Bane into the water. He goes to rescue Robin who is almost under water. Batman unhooks the weights on Robin's legs and frees him. As the two are climbing up Bane returns. He grabs Batman and tosses Robin back into the water. As Bane and Batman fight, Candice jumps into the water and attacks Robin. Robin gets the best of Candice, but Batman has trouble with Bane. Bane holds Batman over his head to break his back on his knee. However, Batman jams a Batarang into the venom control on Bane's wrist, and the venom starts pumping into Bane's body non-stop, literally inflating him. Just as Bane seems to be on the point of exploding, Batman pulls the venom tube out of Bane's head, and Bane deflates, exhausted and without his strength. As Batman finishes, Meanwhile, Robin wins the fight against Candace, Candice makes it out of the pool and runs off. Batman tells Robin to let her go. Later at Thorne's office, Batman holds a barely conscious Bane and taunts Thorne that he has taken care of Bane. He takes the mask off of Bane and offers it to Candice. & tells Thorne for not giving him a better challenge. Batman also plays a recording of Candace's conversation with Bane, discussing their plans to murder Thorne next. Satisfied, Batman leaves the office, as Thorne turns angrily on his treacherous secretary.