In interviews, Christopher Nolan has cited Heat, Michael Mann’s 90s-noir masterpiece, as a reference for his approach to The Dark Knight.  Naturally, the resulting film borrows quite a few storytelling beats from its ancestor:  Knight opens with a frenetic, destructive heist, leaving the cops (and Batman) to sift through the detritus and hunt down their prey.  Nolan even riffs on Heat‘s infamous diner scene, with Batman and the Joker opposite each other in an interrogation room.

Despite these obvious similarities, The Dark Knight actually evokes another neo-noir epic from 1995–David Fincher’s Se7en.  Both films center on the search for a serial killer, and both killers adorn their murders with psuedo-intellectual bluster and histrionic theatricality.  Much like Se7en‘s John Doe, the Joker hopes his death and destruction will demolish society’s moral and spiritual facade.  “When the chips are down,” Joker snarls, “these ‘civilized people’??  They’ll eat each other.”

That gnarled cynicism flows through The Dark Knight, one of the bleakest superhero movies ever made.  If Batman Begins was an attempt to strip away some of the campier tropes of the character, then Knight keeps on stripping until all the varnish is gone.  The result is a ferocious experience–dense, thrilling, and exhausting.  Nolan also achieves a miraculous double feat:  On the one hand, The Dark Knight is doggedly faithful to the Batman mythology.  At the same time, the story bursts with invention and unpredictability.

The story picks up a year after the events of the first film.  Batman (Christian Bale) has cleaned up the streets of Gotham.  Local mob bosses are in full retreat.  Of course, nature abhors a vacuum, and someone even worse arrives to fill the void.  As the film opens, the Joker (Heath Ledger) terrorizes the city.  He robs banks and murders innocent people, all in the name of spreading chaos.  Joker seems to operate with pure, perfect psychopathy, making him difficult for Batman and Lt. Jim Gordon (Gary Oldman) to catch.

Meanwhile, Gotham gains another potential savior in the form of Harvey Dent (Aaron Eckhart).  He’s the city’s new DA, and his fearless optimism and moral clarity give the city its best hope in decades.  At the same time, Dent’s ascent also allows Bruce to pitch Rachel (Maggie Gyllenhaal) on the idea that Gotham no longer needs a prowling vigilante to keep it safe.  The only problem?  Dent and Rachel have recently become an item.

That story essentially sets up a potent battle of wills.  In one corner, we have the Joker’s chaotic evil, which has two equally wicked aims:  To plunge Batman’s beloved city into an abyss of nihilistic abandon, while also showing how easily the people of Gotham can leap into that void.  (“Look what I did to this city with a few drums of gas and a couple of bullets.”)

This grim philosophical battle results in a cinematic paradox:  In many ways, this is the quintessential Batman movie.  At the same time, The Dark Knight looks and feels completely different.  Other bat-films have presented Gotham City as a neon-soaked sprawl.  Think Blade Runner blended with Fritz Lang’s Metropolis in a beautiful near-future nightmare.  Here, Nolan opts for a lean and mean sense of realism.  The Chicago skyline subs in for Gotham, and many scenes are presented with minimal CGI adornment.  Rather than show us the ugly, gauche world that could he, The Dark Knight delivers the barren, battered world as is.

That frank attitude extends to every aspect of the production.  Hans Zimmer and James Newton Howard compose a score that’s percussive and structurally minimalist.  They give the Joker one of the most unsettling cues in movie history:  A sustained, single violin note that plays like one long hideous screech.  Cinematographer Wally Pfister drapes the film in cool hues of silver and deep blue.  Even scenes in daylight don’t feel particularly warm.  Where many filmmakers balance Batman’s grim origin with a fantastical element–a bustling, post-modern Babylon–Nolan leans heavier into the shadows.

To that end, the cast obliges their director with some truly intense performances.  Bale’s Bruce Wayne becomes a tragic figure, a Michael Corleone-type lost to his grand ambitions.  The weight of being Batman has never looked like more of a burden.  (Batman still barks in unintelligible bursts, but that’s a quibble at this point.) Michael Caine effectively plays Alfred’s growing frustration, as Bruce continues on a path of oblivious self-destruction.

Of course, no discussion of this film could avoid Ledger’s Oscar-winning turn as the Joker.  During  The Dark Knight‘s production, many fans were skeptical about Ledger’s ability to convey the character’s magnificent psychosis.  After all, Jack Nicholson’s presence was so powerful it hijacked Tim Burton’s entire movie.

Amazingly, Ledger gave the world his own pop culture masterpiece.  He’s visually stunning, with oily, unwashed hair cascading onto a face slathered in white and red makeup.  His smile is permanent, with scars curling up from each corner of his mouth.  (“Now, I’m always smiling!”). The Joker speaks in a nasally drawl, every syllable surrounded with the raspy scratch of cigarettes.  Ledger fills every scene with sheer terror, resulting in a movie villain on par with Darth Vader and Hannibal Lecter.  The only reason he won an Academy Award is because they couldn’t give him two.

In fact, Ledger’s performance alone is enough to make The Dark Knight a gripping film that will endure for decades.  It also obscures the fact that Nolan’s opus isn’t quite perfect.  (A few spoilers are ahead.  Proceed with caution!) 152 minutes is a smidge overlong, especially when Nolan (who co-writes with his brother, Jonathan) loses some narrative focus in the final act.  Dent’s psychological disintegration gets rushed, and his transformation into Two-Face never feels completely earned.  This character arc is strong enough for its own movie, or at least a continuation from this one.  As is, too much plot gets stuff into the movie’s final third, detracting from an otherwise powerful conclusion.

With that said, The Dark Knight is still a landmark film.  Intensely emotional and thought-provoking, Nolan and company establish the superhero movie as a cultural force.  All those years of campy dialogue and cartoon villains get washed away with uncommonly strong filmmaking.  This isn’t necessarily the Batman we always needed, but it’s damn sure the one we deserved.

152 min.  MAX.  PG-13.