Walking out of Denver's IMAX theater yesterday, literally on cinematic overload after watching The Dark Knight, Christopher Nolan's followup to 2005's groundbreaking Batman Begins, I was ... conflicted. Truth told, I still am. I think I'm going to be processing this movie for awhile. A long while. I will keep this review as spoiler-free as possible.

Picking up about a year after the end of Batman Begins, Bruce Wayne (Christian Bale) and his manservant Alfred (the unflaggingly reliable Michael Caine) are residing in the penthouse of a Gotham high-rise while Wayne Manor (burned to the ground in the last film) is being rebuilt. Filling in for the also under-construction Bat Cave is an underground bunker that's as clean and sterile as it is long and wide.

Bruce is using his influence in the world of finance to gain inside access to criminal world around him -- in this case, not only Gotham but locales as far reaching as Hong Kong. He is also backing new district attorney, Harvey Dent (a way underrated Aaron Eckhart). Bruce sees Harvey's white knight as a possibly better solution to Gotham's crime wave than Batman's Dark Knight, whose vigilante justice is not only viewed with suspicion by many, but has also inspired some copycat crimes.

Enter the Joker. You have no doubt heard that the late Heath Ledger's final (full) performance here is the stuff of legend. You may have also heard that he will be posthumously nominated for a Best Supporting Actor Oscar. I'll go one step further: he will win. Ledger more than lives up to the staggeringly high praise heaped on him here. He does the impossible -- he makes you forget Jack Nicholson's trademark turn in Tim Burton's 1989 Batman. In fact, this twitchy, cackling, manic, knife-scarred, grease-painted, lip-smacking psychopath is hands down the creepiest screen villain since Anthony Hopkins played Hannibal Lector (the first time) in 1990's Silence of the Lambs. We don't know much about the Joker's history (he changes his story whenever it suits him), but this simply makes him more dangerous. You never know what this guy is going to do -- like the Joker's Magic Disappearing Pencil trick (trust me, you'll know it when you see it). Believe the hype -- Ledger gives the performance of his (tragically short) career.

The plot of The Dark Knight is so dense and complicated, I will not spoil any of it for you. However, I will speak of its spectacle and tone. You may have heard that this film plays more like a crime drama than a superhero movie. This is quite true -- comparisons to Michael Mann's Heat and Martin Scorsese's The Departed are dead on. Shoot, you could also throw a little of Sam Raimi's The Evil Dead in there given Harvey Dent's horrifying transformation into Two-Face. (If you think that's a spoiler, you don't know your Batman very well.) This Two-Face is so tragically realistic, he makes you realize what a cartoonish joke Tommy Lee Jones was in Joel Schumacher's 1995 Batman Forever. This is no flamboyant, pink-suited, symmetrically-scarred goon, this is the stuff of nightmares.

Speaking of that, one of the main strengths of Batman Begins was the fact that director Nolan chose to root his Caped Crusader in the most realistic Gotham possible. Real world physics actually came into play. That choice is carried to another extreme in The Dark Knight. Gotham City is now played by Chicago, and no effort has been taken to gothic it up. I'm still not quite sure what to make of this choice -- part of me misses the beautifully gothic production design that Anton Furst brought to Tim Burton's original. Also, in making this story SO realistic, I'm not sure one key ingredient didn't get lost in the mix: fun. This is a dark, dour, disturbing movie that will probably succeed in spite of the fact it is NOT a popcorn flick. Those expecting light summer fare will either be disappointed or rewarded, depending on their reaction to this gorgeously-filmed, spectacularly-staged, densely-plotted, emotionally-exhausting, thinking man's comic book movie.

Or is it a comic book movie? It doesn't feel like one. In fact, it doesn't even really feel like a Batman movie. Whereas Batman Begins really focused on Bruce and his transformation into The Dark Knight, Bruce/Batman is almost just another supporting player in this new multi-character film. He shares equal screen time with Lt. Gordon (Gary Oldman, excellent as always), Harvey Dent, Lucius Fox (Morgan Freeman), Rachel Dawes (Maggie Gyllenhall, ably taking over for Katie Holmes) and, of course, The Joker. Some may find this distracting, others may love the denseness and complexity. I'm still in the middle. The stunts and action sequences here are as mind-blowing as you would want them to be. Especially on a screen that's four and a half stories tall -- if you can see this on an IMAX screen, don't hesitate.

Regardless, this is spectacular entertainment, flawed only by a possibly too-dour tone (no one will ever call this The Feel-Good Movie of the Year), and a reach that may (or may not) exceed its grasp. Go see it for Heath ... whatever problems this film may have vanish completely whenever he is onscreen.

MOVIE GRADE: B+