The word “ambitious” has been used to describe Christopher Nolan‘s The Dark Knight Rises, almost as an apologia. In a summer containing superhero epics that’ve conquered the globe through a combination of charm, polish, and weightless fun, a glum, glowing Batman film can’t help but feel like a party-crasher, a mirthless rebuttal to the joyful hedonism proffered by Marvel Studios. It just so happens that Nolan’s third and final Batman film is ambitious. Functioning as a third act, it introduces a slew of new characters, expounds upon ideas Nolan subtly presented behind the smokescreen of Heath Ledger‘s mesmerizing performance as The Joker in The Dark Knight, and brings his massive, decade-spanning and character-defining story to a close while leaving the door slightly ajar, suggesting both a Gotham without Batman, and a Gotham that can’t survive without one. It’s an audacious juggling act that’d succeed on the merit of sheer scale were it not for the fact that The Dark Knight Rises is just as successful as its predecessors in painting an only slightly-warped representation of our society, gently nudged to its extremes. If The Avengers and The Amazing Spider-Man were long on great power, trading in narrative subtly for titanic struggles between Good and Evil, The Dark Knight Rises is a sobering reminder that any struggle, no matter how titanic, is a grey affair, that the people who fight with the greatest power also have the greatest responsibilities and, ultimately, should make the greatest sacrifices. Its ambition is to hold its characters up to the audience as a mirror.

Eight years have passed since Batman tangled with The Joker, and it’s telling that The Dark Knight Rises doesn’t mention the pseudo-anarchist once, instead setting the stage on Harvey Dent Day, a new holiday established to celebrate the legacy of the fallen D.A. whose death inspired the passage of a law that put some one-thousand violent, mob-affiliated criminals behind bars. Dent, you may remember, is something of a false idol, a fallen man whose last act was nearly murdering a boy to fulfill his perverted view of justice. He’s been propped-up as a folk hero by Jim Gordon (Gary Oldman)—an otherwise honest cop—and Batman, who took the fall for Dent’s “murder.” The intervening eight years have not been kind to either party. Gordon’s wife and kids have left him for Cleveland, and Bruce Wayne (Christian Bale) has hung up the bat-suit, retiring to a wing of his mansion while his public image and his company’s bottom line suffer. Considering the success of the Dent Act, Wayne and Gordon’s suffering has not been in vain. Gotham, once a city plagued with corruption, teeming with mobsters, and continually rocked by major criminal activity, has become a shining urban metropolis, a bad city gone good.

Any peace built on a foundation as shaky as Harvey Dent is destined to fail, and the opening moments of The Dark Knight Rises hints at the impending fall of Dent and everything his image stands for. Jim Gordon has a speech about the real Harvey Dent that he’s been waiting eight years to read, the guilt of making a hero of a man who’d kill his son weighing heavily upon him. Bruce Wayne, having put away his Batman mask and the mask of indifferent, eccentric, spoiled multi-billionaire, has taken up Wayne Manor as shelter from the storm, but a master cat burglar easily makes off with Bruce’s mother’s pearls and, worse, a set of his fingerprints. Selena Kyle (Anne Hathaway), the burglar, works under the direction of John Daggett (Ben Mendelsohn), a shark aiming to take the reigns of Wayne Enterprises. Meanwhile, in Gotham’s sewers, a masked mercenary named Bane (Tom Hardy) is busy laying the foundation of a plot to take Wayne down. He is also employed by Daggett, who, in exchange for Bane using Wayne’s fingerprints to sink the reclusive billionaire, allows the mercenary to use his construction company to pour concrete for him to satisfy an unknown purpose. The sewers are to Bane what the cave is for Batman—a hidden base of operations from which his tendrils spread, eventually undermining the city.

A string of near-coincidences involving a congressman who disappeared from the Dent Day festivities at Wayne Manor leads Jim Gordon to the sewers, where he is ambushed and dragged to meet Bane, who is none too pleased to have a cop—even a roughed up, helpless cop—dragged through his little slice of the city. Gordon gets away, but not without sustaining injury. When officer John Blake (Joseph Gordon-Levitt) finds Gordon in a sewer outflow, the commissioner is babbling about a hulking, masked man. Gordon’s second in command (Matthew Modine) discounts his theory, but Blake knows better and appeals to the only man in Gotham willing to believe in the possibility of war coming back to the city: Bruce Wayne.

This, the opening half of The Dark Knight Rises, can play a bit slowly, punctuated though it is by several intense sequences, the best of which introduces Bane at the beginning of the film, abducting a nuclear scientist while skyjacking a plane. The slow build has its place though, and does more than just set Nolan’s great machine in motion. In The Dark Knight, The Joker insinuates that he and Batman are two of a kind, two freaks in a world that, thanks to Batman, will encourage more of the same, no matter the outcome of their fight. The Dark Knight Rises shows how true The Joker’s prediction was, even given the absence of Batman. Its new characters—Bane, Kyle, Blake, and green energy magnate Miranda Tate (Marion Cotillard)—are mirrors of the different aspects of Batman/Bruce Wayne. Selena Kyle has Batman’s agility and stealth. John Blake has his detective’s mind. Miranda Tate has his business acumen and altruistic streak. Bane, most frighteningly of all, is Batman without a conscience, without a Bruce Wayne, and without years of bodily trauma that’d cripple a lesser man.

Nolan artfully maneuvers these pieces into place, all while building several bombs, both literally and figuratively, around Bane. The concrete he’s been pouring, for example, is laced with explosives and effectively cuts Gotham off from the world while simultaneously drawing attention to himself. The nuclear scientist he abducts wrote a paper proposing that a fusion energy device could be turned into an atomic weapon. His hostile takeover of Wayne Enterprises allows him access to the only such device in the world. Finally, he tells Batman that the League of Shadows—the assassin’s-guild-cum-military-dictatorship from Batman Begins—is very much alive and has come to finish the job of its founder, Ra’s al Ghul.

The crux of Batman Begins was Bruce Wayne’s similarity to Ghul’s would-be conqueror, their shared belief in Gotham as a corrupt city, a totemic emblem of a far-reaching, global darkness. Where Ghul saw a city that needed to be literally wiped clean to be saved, Bruce Wayne saw a city with hope, with good people who, given a chance, would turn things around for themselves. Wayne’s hope once again comes to the forefront, though his reclusive nature has perhaps blinded him from the fact that things in Gotham aren’t as bright as the Dent Act makes things seem. Selina Kyle is the film’s populist bellwether, warning Bruce Wayne of an impending storm, and Gotham’s populace takes kindly to Bane’s message that Gotham, now cut off from the rest of the world, is theirs to control. With the police trapped underground and the government held at bay by the promise of an anonymous triggerman detonating Bane’s bomb should they interfere with Bane’s experiment in supposed self-rule, Gotham is quite taken to days full of kangaroo courts, execution, and campaign. The “good” Gotham created by Batman and Gordon is quite easily undone. Once divested of its false idol, the city is more than willing to eat itself.

But again, there’s the question of hope. Bane, masterminding an army of jackbooted thugs and moving his unseen bomb through the city, is forcing Gotham to swallow a poison pill. Live free, he says, or be crushed. Though his revolution has touches of the French Revolution and the Occupy Wall Street movement, Bane is essentially a fascist operative, a man promising prosperity through brute force. Given his plan, he’s also engendered among Gotham’s citizens an attitude not unlike Nero’s, celebrating as Rome burns. This is a contemporary urban nightmare, a great city tearing itself down and salting the earth upon which it stands. This should shatter the spirit of men like Bruce Wayne, Jim Gordon, and John Blake, but The Dark Knight Rises‘ argument is that fundamentally good people do not cower before their circumstances, they rise above them.

In the grand scheme of things, Tom Hardy’s portrayal of Bane likely won’t be praised as among the franchise’s best, and the film’s circumstances eventually neuter his undertaking, but his work here is every bit as unique as Ledger’s in The Dark Knight, and relies almost entirely upon the ferocity of his eyes. Wearing a mask and speaking in a voice that, at times, borders on unintelligible, Bane presents himself as a musclebound, machine gun toting Banksy, an anonymous figure promising to free Gotham from the clutches of the man. The choice he presents is ultimately much easier than the one The Joker would have Gothamites make, and that’s what ultimately makes him such a scary figure. Against this backdrop, Batman himself comes into much sharper focus. Were it not for the trumped-up connection between Bane and Bain Capital, and looking past Bruce Wayne’s mantra of “No guns, no killing,” Batman’s basically a rightist folk hero, a capitalist who saves cities and allows people to cleave to him despite being feared and pursued as a villain. Batman isn’t above wiretaps, enhanced interrogation, forced extradition, or using brute force to solve his problems, and much of his effectiveness is due to the fact that he is above the law. He may have hope that Gotham won’t need him, but there’s a reason he hasn’t burned his batsuit. Bane and his jackbooted thugs take Bruce Wayne’s ideology and methodology to the extreme. He is Batman with a machine gun, Batman without hope, Batman wishing to rule by fear. He takes what makes Batman terrifying to villains and makes him terrifying to all. He encapsulates Bruce Wayne, embodies what drives him and eschews his sentimentality. There’s a little bit of Ra’s al Ghul to him. A little bit of The Joker, too. He is Gotham’s failings come home to roost.

Against Bane, Batman looks almost pitiable. Lucius Fox’s (Morgan Freeman) gadgets can’t help him and Alfred (Michael Caine)—Bruce’s long-suffering friend and butler—won’t stick around long enough to see him killed. At several points in The Dark Knight Rises, Bruce is told that fighting Bane isn’t worth it, that the city’s lost, that, should he fight, he will die. But even in the midst of chaos and misery, there is hope, not necessarily in good triumphing over evil, but that the world will go on, will have the capacity for more hope. Under those circumstances, the film argues, great people like Bruce Wayne are practically obligated to rise. He does.

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The Dark Knight Rises. Directed by Christopher Nolan. With Christian Bale (Bruce Wayne), Anne Hathaway (Selena Kyle), Tom Hardy (Bane), Marion Cotillard (Miranda Tate), Joseph Gordon-Levitt (John Blake), Michael Caine (Alfred), Gary Oldman (Jim Gordon), and Morgan Freeman (Lucius Fox). Released July 20, 2012, by Warner Bros.