Christian Bale ... Bruce Wayne / Batman
Michael Caine ... Alfred Pennyworth
Heath Ledger ... The Joker
Maggie Gyllenhaal ... Rachel Dawes
Gary Oldman ... Lt. James Gordon
Morgan Freeman ... Lucius Fox
Eric Roberts ... Salvatore Maroni
Aaron Eckhart ... Harvey Dent

• As a joke, one bat suit was made with nipples. It was presented to Christian Bale as the real bat suit, but he knew instantly it was a joke, having seen a few design pictures during preproduction. He did pose for some publicity photos in the "nipple" suit.

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• This is the first Batman film to not have "Batman" in the title.

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• At the time when the Penguin was rumored to be in the movie, Bob Hoskins appeared as a fan favorite. He stated that he would have loved to portray the role and work with Christopher Nolan, calling him a fantastic director. Nolan then stated he had no intention of using the Penguin, calling him a too far-fetched character.

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• Robin Williams, Lachy Hulme, Paul Bettany, and Adrien Brody all expressed interest for the role of the Joker before Heath Ledger was cast.

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• When asked, "Why Heath Ledger as the Joker?" Christopher Nolan said, "Because he's fearless."

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• Turning down a salary estimated at between $1 million and $2 million -- an increase over the roughly $1 million she was believed to have earned for Batman Begins (2005) -- Katie Holmes chose not to reprise her role as Rachel Dawes. This was due to what was described as 'scheduling conflicts'.

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• Jerry Robinson, who is credited as one of the original creators of the Joker, served as a consultant on the film.

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• Before Maggie Gyllenhaal replaced Katie Holmes in the role of Rachel Dawes, both Rachel McAdams and Emily Blunt were rumored for the part.

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• While filming on the streets of Chicago in April 2007, the filming was carried out under the fake movie title "Rory's First Kiss". Fliers regarding the filming carried this fake title, complete with a fake "RFK" logo for the movie and an address for the film's production offices.

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• One of the extra's military uniforms has the name "Philo" on it, after the film's extras casting director, Joan Philo.

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• On Thanksgiving weekend, 2007, fake four page tabloid size "Gotham Times" newspapers were distributed at various public events. Headlined "City at War -- Batman Saves Entire Family", every article teased events in the film, and everything in the handout was geared toward the film, including the weather ("Gloomy and overcast...") and advertisements for Gotham National Bank, the Gotham Girl Guides and recruitment for the Gotham Police Department.

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• The Joker's character is based on his first two appearances in the comic books, as well as his portrayal in the graphic novel "The Killing Joke." To prepare for the role, Heath Ledger lived alone in a hotel room for a month researching the character and developing his performance, which he claims is based upon Sid Vicious and the character of Alex in A Clockwork Orange (1971). Ledger found the role extremely difficult, and suffered insomnia as a result.

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• Director Christopher Nolan and co-writers Jonathan Nolan and David S. Goyer decided not to explore the origins of the Joker in order to portray the character as "absolute."

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• Christopher Nolan cites the film Heat (1995) as a major influence on this movie.

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• Off-duty Chicago Police Officers were requested to play Gotham Police officer extras.

Bruce Wayne: I knew the mob wouldn't go down without a fight. But this is different. They crossed the line.
Alfred Pennyworth: You crossed the line first, sir. You hammered them. And in their desperation they turned to a man they didn't fully understand. Some men aren't looking for anything logical. They can't be bought, bullied, reasoned or negotiated with. Some men just want to watch the world burn.

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Harvey Dent: Rachel's told me everything about you.
Bruce Wayne: I truly hope not.

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The Joker: [after Rachel knees him in the groin] Ooh, a little fight in you. I like that.
Batman: Then you're going to love me.

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Bruce Wayne: People are dying. What would you have me do?
Alfred Pennyworth: Endure. You can be the outcast. You can make the choice that no one else will face - the right choice. Gotham needs you.