The episode starts in the sewers where three crime bosses meet. They all have been affected by Batman. One has a plan to stop Batman once and for all. The other two agree to join. The one with the plan then introduces Bane.

In the Bat Cave, Bruce is working on different gadgets. Alfred comes in with food for him. One of the machines accidentally hits Alfred,causing him to spill the food. They then talk about how Wayne Industries technology is being used to help Batman.

Elsewhere in the city, a bank truck drives down the street until it stops at constuction signs. An explosion knocks it on it's back. Bane then comes into the truck and knocks out both of the passengers.

Back in the Bat Cave, Bruce gets the alert of the robbery. He then changes into Batman and takes the Batmobile to the scene of the crime. Bennett and Yin also get the alert and head there, thinking it's Batman.

When Batman arrives, he finds the guards tied up with the money. He realizes that it was a trap. He hears Bane behind him. Bane challenges him to a fight and attacks Batman. At first Batman does okay fighting him. Then Bane uses his venom to grow bigger. Batman tries everything, but nothing phases Bane. He beats Batman up badly and leaves.

Batman wakes up and calls Alfred for help. Bennett and Yin arrive and begin looking around. They see the Batmobile and talk to the trucks drivers. The drivers tell them everything. As they are talking, Batman hides. Alfred comes and helps him into hte car. As the detectives are looking at the Batmobile, Batman uses a transmitter to make it go back to the Bat Cave. Alfred is forced to take care of Bruce himself because the police are watching the hospitals, looking for anyone with fractures.

The crime bosses meet and discuss what happened that night. Two believe that Bane did not do his job. Bane says that he took care of the Batman well enough.

At the Bat Cave, Alfred is treating Bruce. Bruce faints and has a flaskback of when Alfred first starting taking care of him. This was after his parents were killed. He wakes up and sees Alfred taking care of him. It takes a while for Bruce to heal. While he is healing, Bane is having a crime spree, with no one able to stop him. Bruce wants to go back out there and try to stop Bane, but Alfred says he can't. Alfred leaves the room for a little while. When he comes back he finds Bruce gone.

He finds him in the Bat Cave working on a new device. Alfred tries to deter him, but eventually agrees to help Bruce with the new machine.

Bane is robbing someone else. Yin comes and tries to stop him, but he knocks her unconcious. As he is about to finish her off, Batman comes in the new Bat-Bot. The two begin to fight. For a while Batman is able to hold his own. Bane rips off one of Bat-Bot's arms, but Batman continues to fight. Bane pushes Bat-Bot to the ground and is about to finish it off. Batman uses an electric cord to electricute Bane's venom injecters. This in turn defeats Bane, who is arrested.