Walking out of The Dark Knight, the first sequel to director Christopher Nolan's famously successful Batman Begins reboot of the franchise, I couldn't help but ponder the terrifying work that lay ahead for those responsible in crafting a third film on the next go-around. Middle chapters of screen franchises have this funny way of being the most respected and thoughtful of the bunch, whereas thirds (and fourths) are typically where the magic starts to lose its luster. But let's enjoy the second while we can and feel grateful that such a production could even exist, as the history of Batman's cinematic experiences has been bumpier than your average interstate highway. Here Nolan and his talented crew not only help cement the Batman mythos, but the possibilities within the comic book movie genre altogether.

I'd even hesitate to call this one a comic book movie at all, as it easily has more in common with your typical Michael Mann film than any of its peers, but that might have been the idea in crafting this modern, realistic take on such a popular character. Part of this comes from casting good actors, as the entire cast returns from the first film (minus Katie Holmes) and serve these characters admirably and without ever losing sight of the project. Christian Bale as the disturbed Bruce Wayne/Batman, Gary Oldman as the newly-promoted Commissioner Gordon, Michael Caine as the lovable, yet wise Alfred the butler, Morgan Freeman as the bringer of wonderful toys and head of Wayne Enterprises Lucius Fox. Joining the fun are Maggie Gyllenhall replacing Katie Holmes as assistant DA Rachel Dawes, Aaron Eckhart as Gotham's new shining light DA Harvey Dent, and of course the late Heath Ledger's total recreation of the pivotal psychopath Joker.

Much has been talked about Ledger's performance as The Joker, and rest assured there will be much talk for some time to come. As they often are, the internet and geek were set afire when word first came out that the star of Brokeback Mountain would be taking the role of Batman's most (in)famous nemesis, but as they often are those premature fears proved for naught. Indeed, Ledger completely disappears behind the make-up and greasy hair so effortlessly, he becomes something larger and more ferocious than what anyone would have dreamed possible. Here the Clown Prince is reduced to his most enigmatic features, and this results in a Joker fully unchained and most explosively maddening than we've ever seen onscreen.

His facial ticks and severe eye movements suggest a particular madness we've never seen before with a cinematic Joker, not so much cancelling out any previous incarnation but adding to them. As with the Batman personality the Joker is often seen as a means to an end, both frightening and menacing when necessary and truly pathological when justifying his own existence. As he coldly rationalizes, their relationship is what happens when a unstoppable force meets an immovable object - these two are truly destined to go at it forever.

As much wicked and dirty fun as Ledger's Joker was, the one I felt the most compassion and sympathy for was DA Harvey Dent, expertly played by Aaron Eckhart. As Gotham's shining white knight, Dent isn't afraid to take on the scum directly and hit them where it hurts - and hard. He's also won the heart of assistant DA Rachel Dawes (a disappointing Maggie Gyllenhaal, replacing the disappointing Katie Holmes), much to the chagrin of Bruce Wayne. Fans will know the fate that awaits Dent and relish his sad transformation, and thanks to a superb and economical portrayal as the singular bright spot in Gotham's daylight, when it finally comes it hurts. While I wouldn't dare give away the moment and method of this transformation, I will warn that the Two-Face make-up is among the most nightmare-inducing I've ever seen on film - PG-13 rating or not. While some will question the placement of a second 'villain' within the scope of such a production, I personally felt that the film gained much by his exclusion and should represent how to properly portray multiple arcs within a single film (unlike the disastrous Venom storyline in Spiderman 3).

The rest of the cast in uniformly excellent - minus Gyllenhaal - and deserves mention. Michael Caine and Morgan Freeman have become so comfortable in their supporting roles as Alfred and Lucius Fox that their warmth for the characters helps bring some much-needed warmth and compassion to the film, which is otherwise lacking. Gary Oldman as Lt/Commissioner Gordon is without doubt the best portrayal this character has ever seen, and truly one of the best narrative choices to allow his existence within Batman's world to flourish and grow the way it has.

Bale, ironically, has yet to fully settle in as the title character and assume the persona fully. While this could be a direction choice, the truth is probably something that fans may not want to hear. A fine actor for some time, Bale has never really been an immersive one. While he is most certainly earnest and will transform his body and speech to fit his role (perhaps most heroically than anyone else), outside appearances don't necessarily help the role at large. His playboy Bruce Wayne is fine, but his Caped Crusader might be the closest connection this brave new world has with its comic origins. Gravel-voiced, the actor plays the character about as seriously as Adam West did - just with a touch more menace. Don't get me wrong, Bale is still great fun to watch when he's pummeling through the street trash and dueling with his growing line-up of classic villains, but frankly the less he talks, the better.

I've kept quiet on the overall story and plot thus far, and will continue to do so as many of the film's best and most satisfying moments require complete ignorance going in. Director Nolan and brother Jonathan have crafted one of the most thrilling and supremely intimidating screenplays I've ever seen in a film like this, forgoing any tendency to lighten the mood and make their work more accessible. Here they delve deeper into the true meaning of vigilantism and what it means exactly to be a hero, and how often that term is mislaid. This is the stuff of archetypical destiny, and a broad reminder that our actions do have consequences, in spite of the best laid intentions of mice and men. Or should that mean bats and villains?

Comic book and movie geeks will proclaim The Dark Knight the greatest thing ever and proof positive that films based on their beloved sources can provide both thrills and thought-provoking discussions with the best of them. That might be true - and it certainly will be for some - but the rest of the world will take heart in knowing that the latest Batman adventure is a mesmerizing piece of cinema, undoubtedly one of the most thrilling and entertaining thrillers in years. I'd hesitate to call it the 'best superhero' movie ever simply because that would imply that all superhero films should follow this dark, realistic method of bringing these characters to the screen. There's plenty of room for the most relaxed and light Spiderman and Iron Man adaptations as well, and while The Dark Knight may not contain their bright colors or off-hand stabs at humor, it is indeed brilliant. One of the very best films this year.