I don't know if I didn't drink the kool-aid or eat the Scarecrow's mushrooms or what, but I was disappointed by this film.

The movie is dark, which is appropriate to the comic adaption (Frank Miller comics are grimy and violent -- he's the Tarantino of comic books) but it is almost too much. The movie begins to feel grimy, with its dark green, brown and grey tones. The settings at Arkham Asylum made me feel like I was watching a snuff-porn movie.

There is some pretty wacky casting. Katie Holmes as the DA? Sure, whatever. Gary Oldman as Commish Gordon? What gives?! We wait 20 years to get Oldman, one of the greatest film actors of our generation, in a Batman film and he plays the dry, uninteresting Commissioner Gordon? *cries* Even Christian Bale, normally pretty solid, is kinda stiff here.

The camera-work is really a headache. Every time we see a fight scene, there are so many cuts and camera angles, you can't see what is going on. I suspect that this is to hide poorly choreographed fighting, but I suppose the actual fighting in Batman movies is always terrible. I do give them credit for making an effort to implement authentic martial arts into this one.

The villains are pretty lousy, and I think this is a major pitfall. Liam Neeson was an unintimidating cheeseball, and the big revelations or threats to Batman towards the end of the film are so uninspired. The Scarecrow was such a pretty pony-boy (instead of a tragically insane doctor) who looked a lot like Bruce Wayne. What I would give for Oldman to play a villain in one of these films! It's definitely better than the last two Batman movies before this one, but the two directed by Tim Burton as well as the animated "Batman: Mask of the Phantasm" overall are more enjoyable experiences for me. Maybe the next one'll clean up these problems, with a better villain. I'm looking forward to it.