One star for Joseph Gordon-Levitt's fresh and believable take on the rookie cop with street smarts, ideals and courage.

One star for Anne Hathaway's purr-fect performance as the Catwoman.

One star for an aging Michael Caine, in memory of the man who was a king.

Beyond that, it's all a murky sea of meaningless explosions, sodden speeches, missed opportunities, and plot holes you could drive the Batmobile through.

Some lowlights include . . .

A super villain who mumbles so much he might just as well have a sock in his mouth. And speaking of laundry, why can't Bane afford an undershirt?

A doctor who explains in clinical detail, with X-rays, exactly why Bruce Wayne can't fight anymore. Just so his fight scenes will feel even more fake than they already did.

A pointless half hour in a phony-looking prison in some make believe foreign country where guys walk around all day clapping and chanting. Cool Hand Luke, this ain't. I really didn't care if Bruce Wayne climbed out of that stupid hole with a rope -- but then, the guards didn't seem to care much either. ("Climbin' out of here, boss!" "Yeah, Bruce, climb on out of there.") All I wanted was for Bruce to "prove" himself by eating fifty eggs, like in the Paul Newman classic. And at the end he could send the boys a postcard of him back in Gotham City, wearing a custom-made suit, with his arms around Miranda and Selena Kyle. And the card could just say, "Boys, playing it cool -- Bruce."

A staggering total of 3000 cops trapped in a sewer for three months -- yet they all emerge in clean uniforms, in good health, ready to beat Bane's minions in a good old-fashioned street brawl. And even that was more exciting than watching Bane and Batman go one-on-one.

This movie could have been twice as good and half as long, with one tenth of the money spent. All it takes is imagination, courage, and respect for the audience.