The Dark Knight Rises is a mess of a film. If The Dark Knight was filled to the brim with weighty ideas, then The Dark Knight Rises‘ cup overfloweth. Director Christopher Nolan, whose previous films have frequently dealt with the darkness of human nature, was not content with creating a light and fun summer actioner. Instead, he has packed his trilogy-concluding film so full of ideas, plot points, characters, emotional arcs, and set pieces that even with a 2 hour 45 minute runtime, none of them has any room to breathe.

But Nolan still knows how to bring the goods. His visual ambition and scope have grown exponentially over the years, and with about an hour’s worth of IMAX-native footage backed by a massive budget, he has an impressive canvas on which to paint his picture. There are sequences in this film that have a mind-boggling scale rarely attempted before. The result is a astonishing spectacle that manages to wow, despite its deep, deep flaws.

I’m not going to bother to recap the story here, as you’ve likely either read about the basics elsewhere or you’re trying to stay as spoiler-free as possible. What I will say is that from a storytelling perspective, The Dark Knight Rises takes Nolan’s best and worst impulses and magnifies them to the nth degree. With the massive success of The Dark Knight and Inception at Nolan’s back, it feels as though all restraint is gone from this film. Nolan’s task here was basically impossible: he wanted to bring Batman’s story to a satisfying conclusion, bring to life two iconic Batman-universe characters (Bane and Catwoman), introduce new, minor characters with pivotal roles in the plot, delve into a dark exploration of Bruce Wayne’s psyche, all while delivering on the mind-blowing action that we’ve come to expect from his tentpole films (and that’s just the non-spoilery stuff).

As a result, the storytelling suffers. Characters frequently appear out of nowhere, state their motivations explicitly, only to play out an obligatory action scene or just disappear. Massive plot developments are thrown onto the screen with reckless abandon. The dialogue is stilted and trends towards function over form, moving the plot along vs. revealing something interesting about the characters in a plausible way. Action is intercut with more action is intercut with more action to the point where it’s quite difficult to get excited about what’s happening on screen. The film’s tone veers wildly from scene to scene and there’s rarely any build up to the payoffs, although those payoffs admittedly are huge (and maybe that’s enough). There’s essentially enough plot packed into this film for two separate features, and the final result feels like it’s bursting at the seams.

Script and story aside, everything else is great. The IMAX presentation is gorgeous, showcasing Wally Pfister’s cinematography to great effect. And you know these actors: Tom Hardy. Anne Hathaway. Marion Cotillard. Ben Mendelsohn. Joseph Gordon-Levitt. Each one does an admirable job here, but with the exception of Hardy’s Bane, they feel less like characters and more like ideas or plot devices. Bane is the true standout, a hulking, towering, monolith of a man who is fearsome on multiple levels. I loved Hathaway’s work here as well, as her Catwoman combines ultra-sexiness with the ability to kick ridiculous amounts of ass. Yet like many of the other characters, her arc feels totally half-baked. There’s just too much going on in this film to give any of these characters enough time to develop as living, breathing beings (Matthew Modine’s Foley character suffers from this particularly severely).

And yet.

There are scenes of such grandeur and beauty, such staggering breadth, that I couldn’t help but be impressed. As Hans Zimmer’s hypnotic score hammered itself into my brain, I found myself awe-struck at the sheer magnitude, the audacity of this entire enterprise. Sure, the pacing of this film was frequently atrocious, but when you see skilled acting combined with breath-taking visuals, all while that amazing sound/music mix swells in the background, sometimes you can’t help but feel something. The Dark Knight Rises frequently “forced” me into a state of heightened emotion, even as those emotions ultimately rang hollow.

At the end of Christopher Nolan’s The Prestige (a film I find masterful in conception and execution), Robert Angier lies facing his arch-nemesis, Borden. Gasping and trying to explain his abhorrent actions, Angier utters the following: “If you could fool them, even for a second, then you can make them wonder, then you got to see something really special. You really don’t know? It was… It was the look on their faces…” Nolan is a consummate showman, and whenever I watch his films, I feel as though he subscribes to Angier’s beliefs too. Above all, Nolan just wants to show you something you’ve never seen before, to subvert your expectations, to make you think you have a handle on things only to pull the rug from under you. The Dark Knight Rises certainly accomplishes these things, but in the same way as driving a Batmobile to an urban dinner party might: Sure, it gets you there, but isn’t it a bit much?

/Film Rating: 7 out of 10