It's hard to sit in a theatre on opening day (or beyond) and not get chills and sit up in your seat, muscles flexed for a great and (hopefully) smart time at the movies.

Perhaps that very anticipation stacks the proverbial deck against the latest Batman film because The Dark Knight Rises almost immediately disappoints and the very villainous moments that are intended to fill us with early onset fear and dread instead evoke laughter of the sort that the 1966 Batman farce would envy.

Before I go on, I should point out that I was one of the few critics who did not heap praise on the late Mr. Ledger's performance as The Joker, in 2008's overrated The Dark Knight. Ledger's Joker was a slobbering, face-painted buffoon with more control over unpredictable variables than the villain from the Saw franchise with no viable or believable reason that any of his plots would work. He shared about as much with his Comic Book counterpart as I share with King Kong (back hair condition notwithstanding). Yet virtually no fan of the film (or even the comics) seems willing to point out how drastically wrong his characterization was (after all, Ledger, who was a very good actor, tragically died before the film's release, so any critic of his performance MUST be disrespectful to the dead, right?). Thus the George Burns-esque lip-licking has been described as "Lizard-Like" (sorry, kids, wrong franchise) and his annoying, never-a-credible-threat performance was enough to win him a posthumous Oscar. So... shut my mouth.

There will be much to love in this third and final entry into Christopher Nolan's Dark Knight trilogy for those who truly believed the second film could do no wrong. Immediately the film takes its main villain of Bane and makes him as "clownish" as possible, starting with the giggle-inducing mask he wears (an almost complete inversion of his comic book character's mask) and continuing into his hysterical voice that sounds like Tom Hardy (another great actor who, thankfully, LOOKS the part) is intentionally trying to make us laugh. Folks, my grandmother had a less menacing voice when she sang nursery rhymes.

This is, of course, when you can understand a damned thing that Bane has to say. Nolan, who collaborated with his brother Jonathan Nolan (and that inexplicably deemed "comic book expert" David S. Goyer) on the screenplay, seemed to be so very inspired by Darth Vader in the make-up of Bane (as opposed to, you know, being inspired by "Bane" or someone) that he's got the breath mask, the deep breathing, the digitized, echoing voice... everything but the threat. At any given point I half-expected Bane to say something like "Ra's Al Ghul never TOLD you what happened to your father, did he? I... am your Father."

In truth, though, they do have the intelligence angle of Bane down perfectly. Bane was the smartest villain Batman ever faced and, although not a bit of his plot or plans can be taken seriously or could even remotely work in the real world, it's clear that the Nolans at least got the fact that his intellect is paramount to the story. This is, of course, something that the 1997 abomination Batman & Robin completely got wrong and as long as Bane's representation in that film is even a distant memory, Nolan and Hardy's version can ONLY stand to look better and better. That is unless he's wearing that silly-looking jacket that costume designer Lindy Hemming actually brags took her TWO FULL YEARS to create. Two full years for that thing? How much money does Lindy Hemming get paid per year? She could (and should) have just gone to the local ROSS store and picked up a better one on sale for like $57.99, man. Two years? Were any human beings impressed knowing that?

But, back to the plot... Bane and his band of Westboro Baptist Church members decide to invade, take over and isolate Gotham City from the rest of the world with a plot that is equal parts over-the-top James Bond-villain plan and any given Saturday Night Live MacGruber short.

They picked a hell of a time to do it, too, considering the fact that Batman and Bruce Wayne (Christian Bale) retired eight FULL years ago after taking the wrap for the crimes of Harvey Dent (Aaron Eckhart in archival footage). While Gotham's Mayor Anthony Garcia (Nestor "Guyliner" Carbonell) and tough Police Commissioner Gordon (Gary Oldman) work on keeping the peace of Gotham a reality and Lucius Fox (the always excellent Morgan Freeman) and wealthy board member Miranda Tate (Marion Cotillard) work on keeping Wayne Enterprises afloat, Butler Alfred Pennyworth (Michael Caine) has his hands full keeping "Master Bruce" functioning in his aimless, isolated depression.

And then along comes Bane to foul up the whole good series of events, like Omen IV and Exorcist II combined.

Still, just as The Dark Knight had one fascinating and believable villain and one ridiculous caricature, The Dark Knight Rises also gives us a very credible, sexy and cunning Selina Kyle (AKA: Catwoman). Anne Hathaway is as perfect and prepared for and well cast in this role as the bulked-up Tom Hardy is for his (although Hathaway doesn't spoil hers with a ridiculous voice). Even when wearing the mask, Hathaway manages to avoid camp and gives us an acrobatic thief with pure sex-appeal and believable abilities.

The story itself can be exciting and even often engrossing, especially as we watch Bruce Wayne prepare himself to battle this ultimate enemy, a terror to his mind, body and soul. Bale still gives us a solid performance as both Bruce and Batman (although he does occasionally overdo "the voice" now and then). Much like Watchmen and Green Lantern (DC's two most recent Super Hero-related films), there are moments of great beauty and triumph as we see a sight or catch a story thread that was taken directly from the comic books. Some of this was so exciting to see on film that the same Cinematic Batman thrill waves over the audience infectiously. Other times one marvels (no pun intended) at the things they changed and the reason they changed them. Further, when moments that should be purely chilling and terrifying are often dulled by the complete and total lack of believability in the film, one can't help but imagine how much better this film could have been. Take a look at how easily Bane could have been stopped at any time, for example. Also, folks, silly voices never make any scene in any movie more dramatic... ever. Was Batman fighting a brilliant terrorist leader with a penchant for chaos... or did the villain from Who Framed Roger Rabbit jump films to pose a new (and WACKY) threat to Gotham?

Judging The Dark Knight Rises against the comics it was (mostly) based on may be unfair but judging it as a movie, far, far, far too many plot holes swiss-cheese the script and prevent it from adding up to a solid story. Characters change on a dime and are often unceremoniously dispensed with when they no longer serve their purpose. The plot relies on rapid, often senseless shifts and unlikely conveniences to keep its bad guy in control and its narrative flow reaching its predetermined end... "Point B" be damned! The crew seemed to recognize many of these storytelling shortcomings and thus distract us as often as possible with an explosion, a surreal sequence or, most often, a loud, bombastic sound effect. There are times that the (usually inexplicable) rumble on the soundtrack is so "dramatically" increased that important dialogue is almost completely drowned out... and not just in the case of Bane's ridiculous mechanical voice. Speaking of sound cues, the score by Hans Zimmer seems to have been designed as a crib sheet to inform the audience what to feel when, especially if it distracts from something incredibly obvious our eyes are seeing. Most well-done scores enhance the visuals and storyline and bring out emotional cues from the story being told. This one seems to say "Okay, we know that wasn't emotional, so let's pump this up, drown out the dialogue here and remind you that you should be scared, now uplifted, now... hang on... check my notes here... um... excited... That's it." At any given point I expected one of the many melodramatic reveals to be accompanied by the sound of "Dant-Dant-Daaaaaaaaaaaaaaaa!"

That said, when The Dark Knight Rises gets it right, it REALLY gets it right. Nolan has a great camera eye and his film is almost always beautiful to look at (even when portraying some hideous ugliness). There is a great unified vision here that (although unquestionably filtered) brings forth a fantastic visual experience with almost-always seamless special effects. As with the previous film, many of the action scenes are irresistible and a real thrill to watch. Batman's new gadgets and Bruce Wayne's new methods both shine here and remind us why Bale was such a great casting choice going back to 2005's Batman Begins. Hathaway does a wonderful job, as always, bringing us a Catwoman who is a more complete person than we've seen before. As in the source material she is conflicted, straddling two sides of right and wrong and Anne Hathaway shows us all this, even and especially in her silent moments. Hathaway has a beautiful way of acting with her eyes and speaking volumes without saying a word.

Even Tom Hardy pulls off some great moments, against all odds. With his mouth covered for the entire film by that silly looking breath mask(the reason why is barely touched upon), Hardy has quite a challenge on his hands, acting-wise. Often he over-enunciates his hand gestures in an automatic mime to get his point across, often he seems like one of the least popular Power Rangers with a broken mask. The fact that he uses (by direction or choice) an unintentionally humorous voice the entire time doesn't help matters. Still, he fits the part well and it's not hard to believe that there is a brain behind all that bulk. His story arc (though much of it was borrowed from the comic books) is portrayed as pretty damned hard to believe and almost impossible to take seriously. And trust me... I really, really wanted to.

Then again, the acting here is not at all a problem. Nolan has a great way to evoke solid performances (when not distorted) from actors in all of his films. One case in point is the performance of Joseph Gordon-Levitt as the earnest cop John Blake. If there is a show to be stolen here, Gordon-Levitt does it. Although his character falls victim to many of the same unlikely plot quakes as the others, Gordon-Levitt manages to stay sure-footed and ride out the wave as the story often collapses under its own weight.

Other noteworthy appearances include Cillian Murphy in a cameo as the tattered Jonathan Crane, Matthew Modine as Deputy Commissioner Foley, Ben Mendelsohn as Wayne business rival Daggett, Burn Gorman as Daggett's right-hand man for the job, Stryver, Josh Pence as the younger version of Ra's Al Ghul (a role originated in this series by Liam Neeson in Batman Begins), Brett Cullen as Gotham's Congressman, Juno Temple as Selina's sexy accomplice (and maybe more), Holly, the unavoidable Senator Patrick Leahy as a Wayne Enterprises Board Member and... INDEED... Christopher Judge as one of Bane's Mercenary Assassins!

... Indeed.

It's easy to get lost (both in a good way and a bad way) in this story with so many noteworthy actors and performers in this film, just as it's easy to get distracted by the killer visuals we're given to accompany them and the thundering, punctuating score that rattles the seats. It would, quite simply, be a much better film if it made more sense, if the characters were better developed and believable (save for a few) and if, well you know, if they had learned to finally pronounce "Ra's Al Ghul's" name correctly.

But you can't win them all.

Once again, I have no doubt that The Dark Knight Rises will be lauded by fans and critics as a "perfect ending" to this trilogy, Nolan will be called a genius and a visionary and even at his silliest and most over-the-top, Tom Hardy's Bane will be referred to as "definitive". Well, compared to the 1997 film appearance of Bane, which was a travesty, how could he not be? There is no doubt in my mind that all of the logic stretches, impossible, fantastical moments, goofy characters and costumes and the often cannon ball-holed plot will still be praised as incredibly gritty and realistic. I'm sure that will be the "popular" thing to say about this film, as it has been for the previous two. As it stands, however, it's hard not to wish for and have expected a little or a lot more from this film... because it's hard not to expect a little or a lot more than Three Stars out of Five for a film with this much hype, promise and potential.