Rachel Dawes (Katie Holmes)

"it's not who you are underneath, but what you do that defines you."

- Rachel Dawes Rachel Dawes was a childhood friend of Bruce Wayne, who fought crime as the superhero Batman. She had been close friends with Bruce ever since they were children. As she grew into a young woman, Rachel became a bold, crusading assistant D.A. in a city currently under the thumb of powerful crime lords. Although Rachel truly cared about Bruce, she's convinced that the trauma of seeing his parents killed had forever changed him, wondering if it was justice or revenge Bruce was seeking.

History
Rachel is a childhood friend to Bruce Wayne. Rachel's mother worked for Bruce's parents, and the two would often play together on the grounds of Wayne Manor. After Bruce's parents are murdered by Joe Chill, Rachel's mother seeks other employment and leaves Wayne Manor with Rachel. She and Bruce remain close even after he fell in the batcave, but their friendship is never the same.

Rachel enrolls in law school and gets an internship at the Gotham City District Attorney's office during her first year. After Chill is murdered for testifying against Mafia boss Carmine Falcone, Bruce reveals to Rachel that he intended to kill Chill himself. Rachel is horrified, and tells Bruce that his late parents would have been ashamed of him. Soon afterward, Bruce leaves the United States and Rachel continues her studies in law school. Years later, she becomes an Assistant District Attorney. She also has a brief relationship with her boss, District Attorney Carl Finch.

Rachel overall dedicates her career to eliminating crime in Gotham City, which made her enemies of Falcone and Dr. Jonathan Crane, Arkham Asylum's chief psychiatrist, who is in Falcone's pocket. Falcone eventually sends two thugs to kill her. She apparently anticipated that Falcone would attempt to kill her and carried a tazer on her, which she threatened to use on one of the thugs in front of her, although the thug fled mostly because his partner (who followed her off the train) had been beaten down by the arrival of Batman. She is rescued by Gotham's mysterious vigilante, Batman, who also supplied her with incriminating photographs relating to a judge so she'd have the method of ensuring that Falcone is sent to jail when the time came. Around the same time, Bruce returns to Gotham. Rachel is surprised that he didn't call her, and is later disappointed that he has apparently become a selfish playboy.

Later, Crane drugs her with his fear toxin at Arkham while she is evaluating Falcone, who has suffered a psychotic breakdown. Batman rescues her again, administers an antidote and tells her that Crane is working with a terrorist organization called the League of Shadows. He then gives her instructions for a plan to save the city from the League's attack. Rachel delivers samples of an anti-toxin to Batman's ally, Gotham City Police Department detective James Gordon. The League starts a riot in one of Gotham's slums, and Rachel is trapped. Crane, who has now assumed the criminal alter ego of "The Scarecrow", attacks her again. She defends herself and a boy caught in the riot by firing a taser at the insane doctor. Soon, the city is overrun by Arkham's inmates, whom the League has released, and Rachel and the boy are surrounded by lunatics led by Falcone's henchman, Victor Zsasz. Batman saves them at the last minute, however, and gives Rachel a hint as to his secret identity. As Rachel realizes that her masked savior is Bruce, he leaves to save the remaining innocent bystanders.

One morning after the riot was over, Rachel goes to the ruins of Wayne Manor, which had been burned down by the League, and reconciles with Bruce. Despite their mutual attraction, Rachel decides they can't be together if he is determined to lead a double life. She kisses him goodbye and leaves him to fulfill his destiny, hoping he will come back to her when Batman is no longer needed in Gotham.