DC Animated Universe

"Out of the Past" is the fifth episode of the third season of Batman Beyond. It initially aired on October 21, 2000. At a time when Bruce Wayne is feeling his age, a woman from his past appears and offers him the chance to regain his youth.


Batman musical

The Batman musical.

Terry takes Bruce out on the town for his birthday, including a performance of "The Legend of Batman",[1] a musical based on Batman's legacy. It is apparently quite popular with the public of the day, including Terry, with sold-out shows. Bruce is naturally unimpressed, believing it to be a mockery of everything he has ever worked for, and leaves in the middle of the performance.

Talia sways Bruce

Talia makes Bruce an offer he can't refuse.

In the Batcave, he looks at some pictures of the women in his life. Then one of them appears in person: Talia, as young and beautiful as ever, wishing him a happy birthday, and mildly surprised that he doesn't have a picture of her as well. She brought with her a meal of roasted pheasant with truffle risotto, just like what they once shared at a small bistro in Milan, but Bruce states that he can't eat such things any longer, and asks why she is there. Talia admits that she has made free use of her father's last Lazarus Pit, and now she wants to offer its powers to Bruce, a chance to be young again.

Terry arrives back, and they are introduced, though Terry shows that he knows all about Talia and her father from Bruce's files to his mentor's mild surprise. Terry unknowingly repeats Bruce's question. Talia simply states she's offering Bruce a gift, and that she's staying at the Gotham Plaza until tomorrow night before taking her leave. Terry asks about the nature of this "gift".

In conversation with Max at school, Terry, having been told all about the Lazarus Pit and its side effects, confides that while he doubts Bruce would go through with it, he could see Bruce was tempted by the offer. He has sometimes seen it in Bruce's eyes: Bruce would like to be Batman again and continue the crusade. Max wonders if such a situation would put an end to Terry's own heroics, which he now realizes is a possibility.

En route to Talia's hotel, Bruce's car blows a tire. He pulls over and after activating a distress beacon to the Batcomputer slowly gets out to change it, feeling more infirm than ever. Then, a group of muggers try to rob Bruce, who fights them off. Scared, one of the muggers grabs a nearby woman and tosses her to the middle of the street and the punks take advantage for escape from Bruce. Bruce manages to get to her, but he is too feeble and falls down while trying to get back to the sidewalk. Both are about to be flattened by an oncoming truck, when Batman, having received the beacon, arrives and saves them. Bruce bemoans his own helplessness.

In her suite at Gotham Plaza, Bruce admits he's not sure why he's even visiting, relating the roadside incident. Talia says that no one has earned a second chance more; he has given up his whole life in service to others; and what's more, she wants a second chance to be with him. She proposes to merge their corporations, and thus broadening her philanthropy to other nations. Bruce accepts.

Insane Bruce

The "new and improved" Bruce Wayne.

With Terry accompanying him, Bruce flies with Talia to her estate on New Cuba. Bruce still has some misgivings, wondering if he even has the right to artificially prolong his life, but Talia soothes them. She notices that Terry also has doubts and assures him that Bruce won't be taking back the Batsuit even after the treatments are over, not if she has anything to say about it.

Bruce has his first exposure to the Pit; he is briefly driven mad by the process and nearly attacks Terry when he goes over to him but is quickly sedated. Talia tells Terry that the process is much improved from before. Terry doesn't look reassured. Talia explains that it will take several more treatments before the process is complete. Bruce now resembles a man in his 50's: hair partially white but possessed of a physique nearly as powerful as it was in his glory days as Batman.

Batmen side by side

Master and Apprentice fight side by side.

As Bruce and Terry work out in the gym together, Bruce is briefly exhilarated at his feeling of power, but then he cracks and angrily says that he is cheating nature just like Ra's. He informs Talia's attendant, Carter, that they are leaving, but Carter makes it clear that they are prisoners. For one unique moment, Bruce and Terry fight side by side against the estate's thugs. Stopping outside Talia's bedroom, Bruce hears Ra's al Ghul's unmistakable voice coming from inside. Bruce breaks in and sees Talia, seemingly alone. He demands to know where Ra's is. Talia laments that she had hoped to keep this secret from him... then Ra's al Ghul's voice issues from her own mouth. Momentarily shocked, Bruce and Terry are then literally shocked into unconsciousness by Carter.

Bruce captive

"Talia" shows "her" true colors.

Outside the estate two of Ra's thugs, Mikey and Carl, prepare to toss Terry and his backpack into a crocodile pond. However, he regains consciousness and overpowers them, then rushes back to the castle.

Inside, Bruce awakens in restraints, hooked up to a device in the Pit chamber. Ra's al Ghul, occupying the body of his own daughter, explains how, after their last battle, his own body was too injured even for the Pit to restore. In order to avoid death, he called on Talia to make the ultimate sacrifice: herself. Ra's had developed a computer allowing him to transfer his consciousness into another body, but at the time, it would only work for someone who was a close genetic match.

Now, however, he has refined the computer to remove this restriction, and he immediately hit on Bruce as the "perfect specimen". The entire scheme was a ruse to make Bruce's body ideal to house Ra's al Ghul's spirit. Ra's also reveals that the incident with the tire and the muggers was staged. Once the transfer is complete, Ra's will reappear in Gotham with proof as being Bruce and Talia's long-lost son, making him the heir to Bruce's fortune and company.

Bruce and Batman made it

Bruce and Batman elude death.

Terry, now donning the Batsuit, enters the Pit chamber in time to interrupt the mind transfer. Ra's attacks with a sword and the two face off. With Batman backed onto the computer's control panel, he catches Ra's sword between his hands on a downswing and redirects the point into the panel, electrocuting Ra's into unconsciousness, and starting a fire.

Bruce breaks out from his restraints, and they both run out of the room, Batman carrying an unconscious Ra's. But Ra's wakes up and runs back in, shouting that he cannot let the computer be destroyed. Reaching the burning console, he activates the fire suppression systems, managing to keep the computer intact.

Bruce mourns Talia

Bruce gets closure.

Behind him, a live electrical cable damaged by the fire breaks and when he turns around, he has just enough time to witness the cable swing freely towards the Pit...

Bruce and Batman reach the outside of the mansion just before it goes up in a massive explosion that nearly knocks them off their feet. Batman wants to go back in to look for Ra's, but Bruce says "whatever was in there, died years ago".

Back in the Batcave, Bruce is looking at a picture of himself and Talia at what may very well be the same bistro in Milan that Ra's had mentioned: he actually did have a picture of her after all. His body is gradually returning to its normal age and will fully do so in about a week, but he's not bothered by it. Suiting up, Terry asks if she was "the" woman; the annoyed Bruce notes that Terry ought to be getting out on patrol, which he does with a smile. Bruce switches off the screen and says softly "Rest well, beloved" and whether he actually needs it yet or not, takes up his cane and leaves for the mansion above.


  • Before this episode, Ra's and Talia's previous appearance in the DCAU was the Superman: The Animated Series episode "The Demon Reborn" after which both of their fates were uncertain. However, Terry makes reference to their last encounter being the Near-Apocalypse of '09. This event will be referenced again in the Justice League Unlimited episode "Epilogue".
  • The women whose pictures Bruce looks at in the Batcave before Talia's are Zatanna, Lois Lane, Selina Kyle, and Barbara Gordon. Andrea Beaumont was not included as she had become a killer (see trivia) or remembering her was probably too painful due to the role she played in his struggle to become Batman and how her exit made Bruce reject any hope for a normal life.
  • In "A Touch of Curaré", Barbara implied that she and Bruce had once been involved. The pictures on Bruce's Batcomputer and Talia's line about her knowing he loved her corroborate this.
  • Talia says that Bruce saw the effects that the Lazarus Pits had on Ra's al Ghul. This refers directly to the Batman: The Animated Series episode "The Demon's Quest, Part I", in which Ra's emerged from the Pit and almost killed Talia in a fleeting insanity fit.

Background information[]

Home video releases[]

Production notes[]

  • Bruce's photo collection was initially scripted to include a photo of him with the Justice League, but Bruce Timm was against it. "Nope. I'm taking that out. We're not doing the Justice League."[2]
  • Paul Dini wrote the lyrics to the opening musical before production on Batman Beyond had even begun, after hearing news of a Batman musical being in development. "He had written down some joke lyrics for it, and I was laughing my head off," recalled Bruce Timm. "So that was one of those ideas we came up with that we put in the ether and waited until an opportune moment to use it." When Dini pitched the story idea for the episode, Bruce suggested opening with the musical to help show Bruce Wayne starting to feel his age.[3]
  • In a behind the scenes featurette, Paul Dini mentioned that the episode originally included a scene that explained why Talia was speaking with her father's voice: It involved transplanting her vocal cords with his own. However, it was ultimately cut due to taking too long as well as it not really being necessary.

Production inconsistencies[]

  • During the musical, "Robin" mysteriously disappears from the stage.
  • During the Batcave scene, Terry McGinnis' Batsuit can be seen on display next to Nightwing's. However, that suit has always been regarded as unique, and in other episodes that display has been always empty (this also occurred in "Eyewitness", "The Call, Part I" and Batman Beyond: Return of the Joker). By the end of this episode the display is empty again.
  • In one scene, the arrangement of the buttons on Wayne's dashboard is a 3 x 3 arrangement. However, in the next frame there are rows of five.
  • During their conversation at Hamilton Hill High, Max and Terry walk past the science building, but "Building" is misspelled "Buildine".
  • On the second close-up of Terry while goons Mikey and Carl are carrying him to the crocodile pond, Mikey's hands are shown in the wrong position (with thumbs inward) and the wrong skin color (Caucasian instead of African American). The previous close-up had both details correct.
  • When he starts the process of taking over Bruce Wayne's body (and mentioning the "insolent tongue"), Ra's al Ghul sits down in a chair and presses a button in mid-air (a click can be heard), yet there is no sign of a control panel next to him.


  • The identity of the woman in the last two pictures of Bruce's files caused a great deal of speculation among fans, many of whom thought it to be Andrea Beaumont.[1] However, Paul Dini confirmed it to be Barbara, stating that "Andrea didn't make the cut as she murdered people".[2]
  • The episode shares a title with the classic 1947 Film Noir Out of the Past, which deals with a retired detective forced to track down a former lover who betrayed him.
  • This episode was nominated for an Annie Award for Outstanding Individual Achievement for Writing in an Animated Television Production.[3]
  • Olivia Hussey was nominated for an Annie Award for Outstanding Individual Achievement for Voice Acting by a Female Performer in an Animated Television Production.
  • The members of the musical chorus are clear homages to Joker, Penguin, Two-Face, Catwoman, Poison Ivy, Harley Quinn, and Robin.
    • The musical includes the lyrics "A superstitious, cowardly lot!" This is how Bruce Wayne describes criminals while trying to figure out a suitable disguise for his war on crime in Detective Comics #33, published in November 1939 and which described the origins of the Batman.
    • Adrienne Barbeau, the voice of Catwoman voices the female dressed chorus singers, including the one dressed as Catwoman.
    • Kevin Conroy also voiced his on-stage double. This marks only one of two instances in the DCAU when Conroy has exhibited his singing voice, the other being the Justice League Unlimited episode "This Little Piggy".
  • There were in fact plans to produce a Batman musical entitled Batman: The Musical in 2002, to be directed by Tim Burton, the director of the 1989 Batman film, but it was scrapped. A parody musical, entitled Holy Musical B@man!, was eventually produced in Chicago in 2012.
  • During Bruce's brief rejuvenation, Conroy uses a different voice than his gravelly "old" Bruce voice. Will Friedle said that the episode is one of his favorites as he got the opportunity to hear that voice (and for the one-off scene in which Terry and Bruce are battling villains together).
  • The character models for the Batman and Catwoman actors reappeared as guests of Harv Hickman's party in the Justice League episode "A Knight of Shadows".
  • When Ra's is being electrocuted by the panel, one of the 'flashes' shows him as his true self.
  • Mark Hamill's voice as Carter was based on that of David Prowse, the on-set actor for Darth Vader in the Star Wars franchise, in which Hamill performed opposite Prowse as Luke Skywalker.[4]
  • During the Terry and Bruce team-up, the futuristic Batman: The Animated Series leitmotif previously played in "Disappearing Inque" can be heard.


Actor Role
Will Friedle Terry McGinnis / Batman
Kevin Conroy Bruce Wayne
Stage Batman
Olivia Hussey Talia
Teenage girl (uncredited)
David Warner Ra's al Ghul
Mark Hamill Carter
Charles Kimbrough Player James Gordon
Michael Rosenbaum Carl
Cree Summer Max
Gary Sturgis Punk
Mikey (uncredited)
Adrienne Barbeau Singer
B.J. Ward Singer
Jamie Torcellini Singer
Beth Rowland Singer
Steve Bernstein Singer

Uncredited appearances[]


"Batman": I am vengeance... I am the night... I am... (singing) Batman!
Male Chorus: Batman!
Female Chorus: Batman!
Batman: There is a song the good folks sing!
Female Chorus: Song the good folks sing!
Male Chorus: Batman!
Batman: About a hero on the wing!
Female Chorus: Hero on the wing!
Male Chorus: Batman!
Batman: I am Gotham's Darkest Knight, the villains' darkest fright, turn on the signal light, for Batman! Batman!
(wild applause)
Bruce Wayne: You hate me, don't you?
Terry: Lighten up. It's your birthday.
Bruce: Don't remind me.

"James Gordon": Good work, Caped Crusader! Once again, you've saved our fair city from those vile miscreants!
"Batman": They were no problem, Commissioner! For as we all know, criminals are... (singing) A superstitious, cowardly lot! They plan and plot, but they always get caught!
"Gordon/Batman": Their evil schemes all come to naught! A superstitious, cowardly lot!

Terry: (referring to the musical) It's schway.
Bruce: It's schwarbage.

Terry: I've read a lot about you too. You're the daughter of Ra's al Ghul, one of the old man's worst enemies from way back. You helped Batman fight Ra's one last time in the Near-Apocalypse of '09. For the last couple of decades you been putting your father's money to work cleaning up the mess he made. Current residence is a two hundred acre estate on New Cuba.
(Bruce gives Terry a surprised look)
Terry: What? Did you think I was down here playing vid-games?

(She stops, remembering they're in a library; Terry pulls her aside)
Max: (whispering) Eternal youth?

Terry: I'll tell you right now, there's no way I'm wearing the Robin suit.

Talia: Ra's al Ghul was a man of many contrasts. Leader, environmentalist--
Terry: Sociopath. (Talia brings up her ear, indicating she heard that)
Terry: Sorry.
Talia: I was going to say father.

Talia: (in Ra's voice; off-screen) I gave orders not to be disturbed.
Bruce: It's him...Ra's!
(Bruce and Terry bust into Talia's room)
Talia: (normal voice) Bruce!
Bruce: I heard him, Talia. Where's Ra's?!
Talia: I did not want you to find out this way, but I suppose what is done is done... (in Ra's voice) Detective!

Ra's al Ghul: You always were the perfect specimen, Detective. Even old age has not softened you as much as I had feared.
Bruce: I should have known you'd cheat death again, Ra's.
Ra's al Ghul: I don't cheat death, I master it. Though I assure you, this time my longevity comes at a price most dear.
Bruce: Talia.

Ra's al Ghul: I must move on to a new host body: Yours!
Bruce: (sarcastically) Sure Ra's, why not? Anything to hold off the Grim Reaper another few seconds. (contemptuous) I take it back. You don't cheat death. You whimper in fear of it.
Ra's al Ghul: (slaps him) SILENCE!
Bruce: And you hit like a girl. (smirks)

Ra's al Ghul: Don't waste your contempt on me, Detective. When Talia offered you youth again, you fairly drooled to take it. A simple blow to your ego: That staged incident with the flat tire was all I needed to ensnare you.
Bruce: I guess for a moment I was as weak as you, Ra's!

Batman: Lady, that is the sickest thing I've ever seen. You're creeping me out!
Bruce: You? She kissed me!

Bruce: (gazing once the photo of Talia after turning off the computer) Rest well, beloved.


  1. http://smodcast.com/episodes/paul-dini-the-dini-dossiers-pt-3/
  2. "The Ever-Lovin' Blue Eyed Timm: Bruce Timm - The Comicology Interview" by Brian Saner Lamken - Comicology #1 (Spring 2000)
  3. Modern Masters Volume Three: Bruce Timm by Eric Nolen Weathington (July 2004)
  4. https://www.youtube.com/watch?v=cMIdti8MOis