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Satisfying pop entertainment requires a foundation of inevitability enlivened by suspense, surprise and shock. With the (probably) final installment of Christopher Nolan's epic Batman saga, all the set pieces are in place, yet time and again the film pulls you up in your seat with wonder.

It's been a while since a franchise movie gave me so many enjoyable opportunities to say, "No way," "Oh, no, they didn't" and "I never saw that coming." Yet "The Dark Knight Rises" nods to the pleasures of the earlier installments, from surprise cameos to character notes and cinematographer Wally Pfister's vertiginous visuals echoing 2005's "Batman Begins" and 2008's "The Dark Knight." There's even a near-re-creation of that film's unforgettable truck flip.

Nolan spent a reported $250 million giving us all our money's worth. The film opens with a grandiose action sequence, a midair plane hijacking that is only an appetizer for the epic battles to follow. It builds to disaster-movie scenes of Gotham City collapsing, aerial dogfights as thrilling and agile as a "Star Wars" shootout, and cast-of-thousands brawls between criminal mobs and Gotham City's finest. As an older cop tells his rookie partner when Batman's super-souped-up motorcycle joins their tire-screeching chase, "You are in for a show tonight, son!"

That first blast of Bat-action does not occur until 50 minutes into this cerebral 2¾-hour blockbuster. Nolan tells a complex, expansive tale, and he takes his time putting the elements in place.

The time is eight years after Batman took the fall for killing crusading D.A. Harvey Dent.

Police Commissioner Jim Gordon (Gary Oldman) has used the Dent Act's sweeping powers to imprison those suspected of wrongdoing. Batman/Bruce Wayne (Christian Bale) is in retirement, disillusioned and physically crippled by his vigilante career.

There are still pockets of criminality in the land, though. At a tribute to Dent at Wayne Manor, cat burglar Selina Kyle (a wickedly slinky Anne Hathaway) makes off with assorted valuables from Wayne's safe, beating him up and kidnapping a congressman in the process. If that's not enough to get his crime-fighting juices flowing, she taunts him, "There's a storm coming, Mr. Wayne. You and your friends had better batten down the hatches, 'cause when it hits, you're all gonna wonder how you ever thought you could live so large and leave so little for the rest of us."

That storm is spearheaded by the fearsome Bane (Tom Hardy), a one-man wrecking crew from the League of Shadows, the same Himalayan vigilante cult that trained Bruce Wayne. Bane is dedicated to wiping away Gotham's conniving politicians, freebooting financiers and everyone else in a brutal act of moral cleansing. He believes that the fabric of society is highly combustible. He merely applies the match that unleashes fear and chaos, then rallies an army of urban terrorists.

The film implies that Gotham had it coming. It finds contemptible characters in the upper 1 percent -- note the way a callous stock trader literally throws bills at his shoeshine man -- and the lower 99, who ransack mansions in mobs worthy of the French Revolution. And every villain claims he has justice on his side.

The story, by Nolan, his brother Jonathan and David S. Goyer, treats its comic-book material with unflagging intelligence. Yes, the villains still pause to gloat and explain their master plan when they have the hero in their clutches -- will they ever learn? Yes, the nuclear weapon that threatens Gotham ticks away with the obligatory red digital readout. Yes, career-ending injuries can be overcome with chiropractic adjustment and some push-ups. Logic surrenders in the face of the film's breakneck momentum. Nolan's work is so assured that when a chase scene flips from daylight to night in a single cut, we don't protest.

Nolan's cerebral, dour films are never morally tidy. Bale digs deep into his character: Is the eccentric millionaire playing the Batman, or is the masked avenger impersonating Bruce Wayne? Intrepid beat cop John Blake (Joseph Gordon-Levitt) wears his own emotional mask to camouflage his murder-scarred past. Commissioner Gordon is wracked with guilt for hiding Harvey Dent's identity as the murderous Two-Face. Alfred Pennyworth (an affecting Michael Caine) castigates himself for failing to guide Bruce toward a life in which love and everyday pleasures weigh more than vengeance.

In this psychologically fraught drama, even the villains nurse inner traumas. The monstrous Bane, his face mask delivering anesthetic to numb his everlasting pain, simply wears his damage most visibly. When it's revealed how he came to need the respirator, the film pauses for a moment of sympathy for the devil. The wrongdoers here never equal Heath Ledger's charismatic-psychotic Joker, but neither are they stick-figure caricatures of evil. With his hypnotically expressive eyes and incongruous, plummy English accent, Bane is a weirdly suave skull-crusher.

The denouement, a cascade of startling reversals and reveals, wraps up the story tidily while leaving enough wiggle room for additional follow-ups. Throughout the three-film arc, Bruce Wayne has been courting death. Nolan's finale gives us the inevitable with generous portions of suspense, surprise and delicious shock. • 612-673-7186


★★★★ out of 4 stars

Rating: PG-13 for intense scenes of violence and action, some sensuality and language.