And so it ends. Director Christopher Nolan’s The Dark Knight Rises (TDKR) is a dense, weighty exclamation point on the modern Batman mythology kicked off by 2005’s Batman Begins. Remember that movie? You better, as Nolan and his crew of thespians and technical wizards have produced a flick that brings full circle the story of the League of Shadows (the ninja monks that trained Bruce Wayne), while also introducing a city full of new characters and setting them on a path to all-out war in the streets of Gotham.

Sound like fun? It isn’t. At least, not in the way of breezier Marvel fare like The Avengers — a movie to which TDKR will draw inevitable comparisons thanks to the proximity of their release dates. The Avengers is all quick wit and color, a fireworks display ignited on the screen. TDKR is bleak and grim, using societal decay as a backdrop for big-budget summer entertainment. Those looking for nothing but a good time should keep on looking.

TDKR begins eight years after the events of The Dark Knight. Gotham is safe and secure thanks to a Patriot Act-type law enacted in the name of Harvey Dent, the city’s white knight D.A. turned villainous Two Face. Batman took the fall for Dent’s crimes, and has disappeared from sight since the night of Dent’s death. That Gotham’s fragile peace is based on a lie is eating right through Police Commissioner Jim Gordon (Gary Oldman).

Bruce Wayne (Christian Bale, doing his best work of the series) is faring no better, the broken billionaire out of public view and holed up in his rebuilt mansion. Loyal butler Alfred (Michael Caine) tries to coax Master Wayne back into the world, but he’s not having it. Looking gaunt and hobbling around on a cane, Bruce is content to mope and mourn his dead ex-girlfriend, but then a new lady comes into his life. Well, two actually.

The first is Selina Kyle (Anne Hathaway, never better), a cat burglar with a fondness for skintight body suits, who meets Bruce after he catches her posing as one of his many maids and attempting to lift pearls and fingerprints from his safe. The other is Miranda Tate (Marion Cotillard), the sharpest member of Wayne Industries’ board, who believed in Bruce’s failed green energy venture and thinks he’s given up on it (and life) too soon.

Of course, what really stirs Bruce from his Howard Hughes stupor is the emergence of Bane (Tom Hardy), a menacing “terrorist” who wants to reduce Gotham to rubble (I won’t go into how), but first schemes to pit the citizens against one another along class lines. (Memo to the politicians: This is what actual class warfare would look like. Please stop abusing the language.) Though no Joker, Bane is a terrific villain — weird-looking, scary, funny, and even somehow regal. Hardy nails the performance, and you’ll feel (as I did) that Batman has met his match.

In addition to great villains, the Nolan Batman films have all contained elaborate action scenes, and TDKR is again no exception. The shot-in-IMAX portions of the film don’t disappoint, particularly an opening plane hijacking that introduces Bane, as well as sequences involving Batman’s new flying machine, which Lucius Fox (Morgan Freeman) simply calls “The Bat.” (I call it “awesome.”)

On a technical level, TDKR is a triumph. Cinematographer Wally Pfister works visual wonders, even with a limited color palette that goes all the way from black to dark blue. Hans Zimmer’s percussive score pounds and rumbles. The movie is loud without being piercing, and the sound design is spot on. (Every time “The Bat” lifts off, you can feel it in your gut.) Nolan and Editor Lee Smith have crammed two movies' worth of plot and characters into TDKR’s 165-minute running time, and the flick basically hangs together through the end.

I’m holding back some key complaints about TDKR for two reasons: 1. This movie is so dense that I feel I need to see it again before I can reasonably comment on plot holes and other disappointments. 2. I can’t even begin to discuss what I see as shortcomings without ruining the movie for those who haven’t seen it. That said, my initial take is that TDKR is a good movie that fans of the series will enjoy, though it suffers from many of the same defects that hamper other trilogy toppers. (Would you believe it closely mirrors Rocky 3? It does! Right down to showing off statues of the main character.)

And be forewarned: A lot of people (and I do mean a lot) are going to hate TDKR, especially the casual Batman fans who are anticipating this movie largely because they enjoyed The Dark Knight. Almost everything about TDKR is bigger than its predecessors: more characters, locations, plot twists, IMAX scenes, gloom, doom, violence and depression. Hell, Michael Caine can’t even appear on screen without tearing up. Each ticket sold should come with a warning that TDKR may cause claustrophobia, agitation and a pervasive sense of dread, though my side effects also included exhilaration and, in the end, release.

About that ending: I won’t spoil it, but I will say I thought it was perfectly satisfying and about as solid a way possible for Bale and Nolan to head for the exits. There are plenty of strands for Warner Bros. to pick up in the inevitable reboot, though I hope they take their time. I could use a few years off to decompress before returning to Gotham.