(M) ***

Director: Christopher Nolan.

Cast: Christian Bale, Tom Hardy, Anne Hathaway, Michael Caine, Marion Cotillard, Joseph Gordon-Levitt, Gary Oldman, Morgan Freeman.

"HOW many good third movies in a franchise can people name?" Christopher Nolan asked rhetorically during interviews in the lead-up to making The Dark Knight Rises.

There are a few, of course, (Toy Story 3, Back To The Future 3, and The Bourne Ultimatum to unnecessarily answer a rhetorical question), but Nolan was painfully aware of the difficulties in following up two incredibly strong movies.

The Dark Knight Rises is certainly no dud, but it's something of a disappointment compared to Batman Begins and The Dark Knight.

Now, before you start the death threats - critic aggregator site Rotten Tomatoes had to suspend comments on the film after reviewers who gave negative critiques were the targets of disturbing levels of vitriol from aggrieved Batfans - know that TDKR is good but flawed.

It's hard to review this without giving up spoilers, so we'll keep the plot talk to a minimum. Basically, Batman takes on Bane, a character from the comics who is not only a match for Batman physically but also mentally.

And that's all we'll say about the plot.

It's great to see Bane on the screen and Hardy does well with the difficult job of giving a nuanced performance with half his face covered by a strange kind of breathing apparatus.

The other addition is Selena Kyle (Hathaway) aka Catwoman (although no one says it) who is great and brings some much-needed spark to the film, even if her character does seem slightly shoe-horned in there. Likewise for Gordon-Levitt as young "hot head" cop John Blake. In previous Batman films, Nolan has juggled his cast and characters well, but here, it's not so effective. Selena Kyle and John Blake feel like they could have been removed from the story and it would have detracted little.

Such a move might have created a succinct story, with TDKR's biggest flaw being the sprawl of its story. A second viewing might be necessary but it feels like there are plotholes aplenty and that Nolan and his scripting sibling Jonathan Nolan may have outsmarted themselves. I'll reserve the right to stand corrected after multiple viewings, but after one screening, it seems like TDKR doesn't totally make sense.

This is particularly apparent in the first and final acts, where character motivations are cloudy, the passage of time is displayed unevenly, and the film's themes of rich-and-poor and rising above adversity get a little muddied.

Having said all that, there are still some great thrills and a lot to like.

Bale takes Bruce Wayne/Batman to new levels of vulnerability and the rest of the cast are top-notch, particularly Caine, who has long been the heart of the series.

Seeing Batman versus Bane is awesome, watching Batman and Catwoman in action together is a giddy comic-book thrill, and a set-piece involving the destruction of a football field is out of this world.

The opening scene involving a plane hijacking is also impressive in a 007 kind of way, even if it makes no sense what-so-ever from a plotting point of view.

In terms of bringing closure to the series - given that Nolan has said "no more" - TDKR works, even if it infuriatingly leaves a door open for the franchise to continue. It's not the ideal note to end on, but it's still in tune.

Maybe it was just watching TDKR immediately after Batman Begins and The Dark Knight, or maybe it's a film that needs repeat viewings, but I can't shake the feeling that it doesn't live up to its predecessors or its hype while still being mildly interesting and enjoyable.