For the uninitiated we need to look at the basics of each character to understand their abilities and how one would defeat the other.

First of all we need to understand a common misunderstanding that Batman has no special super powers. He's listed as a superhero but in fact he's just a man who has developed his mental and physical abilities to their top perfection. He is regarded as a master detective, hand to hand combat genius, wizard at non-lethal technical devices and other specialties. It's his mind that is the Batman's greatest weapon. He has to out think the most sinister of criminal geniuses. He does have weapons and armor and high tech devices but he's still a man, vulnerable if he doesn't watch out.

On the other hand the Amazing Spider-Man is a very powerful superhero. Having originally gotten his powers from a radioactive spider bite, Peter Parker was transformed into the legendary wallcrawler the same night. He has exceptional speed and agility making it almost impossible to hit with a gun. He actually drives gunmen crazy with his super reflexes and agility. He also possesses Spidey Sense that allows him to detect danger before it occurs. Finally, Spider-Man is incredibly strong. He's so strong that in an early issue of The Avengers he actually knocked out the Hulk! Mind you, the Hulk is strongest of Marvel superheroes. So don't underestimate Spider-Man's strength.

So on face value one might figure that in battle Spider-Man would win any confrontation with the Batman but that's not something you should bank on. Remember, the Batman is brilliant. He has countermeasures to the super villains he battles and Spider-Man may outclass him in strength and agility, the Batman far outclasses Spidey in the tactical arts. Batman's weaponry includes several types of batarangs and other devices. If Spidey were to engage in a fight with the Batman he might avoid the majority of these weapons due to his combined Spidey Sense and reflexes, however, the Batman's arsenal might get through if he times it right and uses the right devices. Gasses can affect Spidey and Batman would have to find out which ones he could use to bring him down. Spidey's webs might prove a problem at first against the Dark Knight but the Batman has multiple chemical tools that might render the webs defenseless. Spidey's strength would be the Batman's most major concern. One punch and that would end all Batman's plans. One grip, one kick, and Batman could be killed even with his armor. It's unlikely though that Spidey would unleash all his strength as he knows he could kill and that would be Spidey's Achilles heel. Batman is an opponent you need to stop quickly or he'll have you captured in a snap. Batman on the other hand could only be rendered helpless by being knocked out by Spider-Man but let's not forget that Peter Parker, Spider-Man's true identity, is a genius scientist himself with his own tools for rendering opponents out.

So the question begs who would win in a fight between the Batman and Spider-Man? Well that comes down to one thing, sheer strategy. Both have the capabilities to counter one another's abilities but it gives in to the smarts each has.