It is flawed.

Yes, fanboys and -girls, The Dark Knight Rises is epic. And, yes, it ultimately provides a satisfying conclusion to Christopher Nolan’s stand-up-and-cheer trilogy. But it falls decidedly short of the magnificence that is its predecessor, The Dark Knight.

Oh, come on: Why so serious? You’ll still have a good time, and you’ll still be sucked into Nolan’s immersive, largely IMAX-shot Batworld. All of the characteristics that helped make TDK a masterpiece are here: Nolan’s fondness for gorgeous, vertiginous aerial shots. Thrilling chases through, pardon the phrase, dark nights. Hans Zimmer‘s fierce, theatrical score. The Batmobile is now some weirdly tan, tanklike thing, but the Batpod (a motorcycle that can do physics-defying things with its wheels) is pretty cool.

What’s the film’s Achilles heel, then? Well, Oscar won’t be settling into any of the actors’ homes. There are no strong performance to make this thing pop—-a great one is hard to pull off when your character is underwritten, as too many of these are. Romance is all but neglected, and considering the way in which it is handled, it should have been neglected. (Is it a rule that every superhero needs a squeeze?)

The real problem, though, is the villain. Yes, Bane (Tom Hardy, likely with an assist from a seriously beefed-up body double) is a sufficient mastermind and not the roaring knucklehead he was in Joel Schumacher’s Batman and Robin. And, despite the early-footage anxiety, for the most part you can understand him from beneath his mask. (For the most part. Between Christian Bale’s ridiculously phlegmy Batvoice and Hardy’s nearly computerized affect, a fair amount of dialogue still gets lost.)

The issue with Bane is that, unlike TDK’s Joker, you never really find out what drives him. OK, so he wants to destroy Gotham—-er, why, exactly? There’s a twist at the end that adds a little meat to his story, but it actually adds more mystery, too. Good vs. There are (literal) mutterings about restoring power to the people, but if you blow up the people, what’s the point? Evil just isn’t enough here, and though Nolan supplies spectacular set pieces of massive destruction, you’ll simultaneously be transfixed while scratching your head over Bane’s motivation. It’s a big hole.

The rest of the story is more pronounced: It’s been eight years since the Batman (Bale, as if you don’t already know) has disappeared, with his city believing that he killed believed-to-be-angelic politician Harvey Dent. Commissioner Gordon (Gary Oldman) knows that Dent turned murderous, but he isn’t talking. There are Howard Hughes-esque rumors swirling around Bruce Wayne’s reclusivity, which he comes out of only when he discovers that Wayne Enterprises is practically bankrupt and no longer donating to foundations Bruce cares strongly about. And Batman comes out of hiding, too, inevitably getting mixed up with Bane and Catwoman (Anne Hathaway, whose flips from good girl to bad are instant and terrific) over a source of clean energy that has the capacity to be turned into a nuclear weapon.

Marion Cotillard and Joseph Gordon-Levitt also co-star, with the former not given enough to do and the latter taking a few scenes to believably settle into his tough-cop role. (Really, Nolan, is this fine but unimposing actor the first person you thought of to embody a police-force “hothead?”) Yet, with all its imperfections, the nearly three-hour film is of such a grand scope that it will sweep you up and make you forget about your watch. Nolan exits the trilogy triumphant; it’s just that, in some ways, he pales in comparison to himself.