Even before its release, the deck was stacked against The Dark Knight Rises.  The track record for sequels is not promising; threequels are even flimsier.  (Seriously, count the great third movies.  Do you need more than one hand?) To make matters worse, the Batman franchise was fresh from its most ambitious triumph, The Dark Knight.  That success only gave The Dark Knight Rises further to fall.

Fortunately, Christopher Nolan’s third bat-flick exceeds all expectations.  No, it doesn’t–and probably couldn’t–breathe the same rarified air as its predecessors.  That said, Nolan still delivers something quietly impressive:  The Dark Knight Rises enhances the character’s legacy and supplies the audience with a much-needed emotional payoff.  It’s imperfect, but Nolan’s story still lands firmly on two feet.

The story (derived from Frank Miller’s Dark Knight Returns) takes place years after we last left Batman.  (Spoiler alert for that film, but…you know, duh.)  Gotham enjoys its own Pax Romana:  Criminals are behind bars.  Citizens roam the streets without fear.  Meanwhile, Batman (Christian Bale) has taken the fall for Harvey Dent’s murder and gone into exile.  At the same time, a battered and brittle Bruce Wayne lives in Howard Hughes-style misery.  He hobbles around his mansion, wracked with grief for the loss of his beloved Rachel (Maggie Gyllenhaal).

Of course, someone comes along to stoke Bruce’s smoldering humanity.  She’s Selina Kyle (Anne Hathaway), a sly, self-assured cat burglar.  As Selina makes off with Martha Wayne’s infamous pearls, Bruce’s curiosity catches fire.  He begins to investigate her theft, an act that will draw him back to the world.

As you might guess, Bruce reenters society just as it falls into peril.  A new terror descends on Gotham:  A burly, brainy man-mountain known as Bane (Tom Hardy).  Turns out, Bane has some unfinished business with Bruce, and all of Gotham City might end up as collateral damage.  Oddly enough, Bane’s arrival coincides with Bruce’s new love interest, the beautiful and mysterious Miranda Tate (Marion Cotillard).

That’s a heap of plot, even for someone ambitious as Nolan.  Even at 165 minutes, Rises is densely packed with supporting characters and sideplots.  The film begins with a bang and finishes with a frenzy, but an overstuffed second act sits between.  With every rewatch, I can’t help but imagine this film with a little more focus.  At its current length, Rises is sprawling, sweeping, and exhausting.  At 145 minutes, this could’ve been a minor masterpiece.

Still, don’t get it confused:  This is a film of uncommon strength.  Bale does some of his finest work here.  Bruce has never seemed more vulnerable, and yet more heroic.  As this trilogy draws to a close, the character finds a poignant nobility that gives The Dark Knight Rises a deep and devastating tragedy.  (“You’ve given them everything,” Kyle’s Catwoman chides Bruce.  “Not everything,” Bruce replies.  “Not yet.”)

As with the previous installments, I enjoyed this film around the margins.  Joseph Gordon-Levitt’s hungry young cop has a nice interplay with Bruce.  (Where Selina draws out Bruce’s romantic sense of adventure, Levitt’s character appeals to the angry young orphan within him.)  Hathaway transforms Kyle into a Neo-noir vixen–delectable and deadly.  She gives the film a much-needed dose of fun.

If I have a quibble, it’s with the presentation of Bane.  After Ra’s Al Ghul and the Joker, Bane is a disappointing choice.  He lacks the charisma of Batman’s other rogues, most of whom sit out this entire trilogy on the sidelines.  Even worse, Nolan sticks a bulky mask over Bane’s mouth.  It resembles a BDSM flux capacitor, muffling most of the character’s dialogue.  (Apparently, test audiences complained so much about Bane that Nolan had to redo his dialogue.  It’s still not great.)

Of course, if you’ve made it this far into Nolan’s bat-saga, you know that Batman growls at the depth of a subwoofer.  The addition of another marble-mouthed character only adds to the frustration.  At the same time, I enjoyed Hardy’s swaggering physicality in the role.  After Schumacher savaged the character in Batman and Robin, it’s great to see a powerhouse actor like Hardy set things right.  I only wish this massive production could’ve spent a little more time with ADR.

With that said, The Dark Knight Rises is still an above-average experience.  In the final act, Nolan wraps up Bruce’s story arc with powerful gravitas.  More than anything, this trilogy has been about making better choices for the franchise.  Every misstep of the 90s Batman movies gets corrected here.  The most important of these is reorienting the story to make Bruce the emotional and spiritual core.  By this film’s end, the character’s humanity and selflessness shine through.  The Dark Knight Rises may not be a perfect movie, but it’s still a near-perfect ending to this trilogy.

165 min.  PG-13.  MAX.