4th Viewing and it gets worse each time. I liked it the first time I watched it. The second time too, but the third time it was kinda forgettable and now the 4th time I really see the problems and why I never really remembered what happened.

The writing is the culprit of why this isn't very good.

First, Katie Holmes is a total bore, she has a personality of a dead fly. Totally lifeless, which isn't good when she is supposed to be Wayne's love interest. Just showing two kids playing for 2 min isn't enough to develop a believable love story. Even as adults, Nolan didn't give us any reason why Wayne would be in love with Rachel. Just having characters exchange looks doesn't cut it. Especially with a dull character like Rachel.

Then some of the dialogue was so beyond cheesy I laughed out loud. Alfred was supposed to be on Wayne's side but he constantly seemed to fight against over for the sake of just having drama/conflict. Caine is a great actor, so it's unfortunate his role was such one-dimensional.

Freeman was much more interesting.

There was no good reason why Wayne was afraid of bats. Them flying out of the well didn't seem like a legit reason why he feared bats so much and had to overcome them. This is like being afraid of dogs but never being bitten by one. To have such deep fear you need to SHOW why and the audience should feel just as afraid. I didn't, and I don't even like bats.

Cillian Murphy was definitely one of the best things, but he was totally underused. He was also too easily defeated.

In the end, Batman Begins had way too many villains and most of them had too quick of a climax before they were doomed like Carmine Falcone, Joe Chill, and Scarecrow.

Nolan just had too many ideas cramped into one film.

There is also some inconsistency with how Batman isn't supposed to kill for whatever moral grounds he has, but then he carried a gun and went to kill Joe Chill. That makes no sense.

Why does he leave Gotham as an adult for 7 years? Did I miss something?

One of the offenses Nolan committed was the total lack of relationship between Wayne and his parents, again, like with the relationship with Rachel, it was tidbit moments without much substance. I literally didn't care when his parents got shot, because I knew NOTHING about them and their relationship with Bruce.

If you are going to make a Batman BEGINS, then we need more substance of why he became Batman. Juxtapose this with Star Wars a new hope where we see Luke's day-to-day routines, his interaction with his family, their dinners, work, relationships etc. They could easily have spent 15-20 min on Bruce as a kid and why he loved his parents and why they loved him with ordinary family stuff. Not him pointing and his father giving him a two-sentence life lesson. It's lazy typical writing where they show a kid hugging his parents and then expect people to think that creates a bonding relationship for the audience. They rush to action but forget that action only matters if we care about the people in the action and we can't care about them if we don't know anything substantial about them.

I probably won't ever watch this again.