Eight years after director Joel Schumacher was thought to have destroyed the "Batman" franchise with the hideous one-two punch of 1995's "Batman Forever" and 1997's "Batman & Robin," writer-director Christopher Nolan (2002's "Insomnia") gives the series a valiant shot at resuscitation with "Batman Begins." A prequel/reworking that supplants the characters and Gotham City setting in a closer representation of reality, the film primarily delves into the background of embittered orphan Bruce Wayne and the subsequent origin of his Batman alter ego. In this regard, Nolan's and co-screenwriter David S. Goyle's (2004's "Blade: Trinity") efforts are a success, treating the mythology of the D.C. comic book figure with a more serious and ruminative quality than the last two carcasses disguised as motion pictures did.

As a young boy, Bruce Wayne (Gus Lewis), heir to Gotham City's illustrious Wayne Enterprises, witnessed the robbery-murder of his beloved parents. Now an adult, Bruce (Christian Bale) is rescued from imprisoned seclusion in the Far East and taken under the wing of Ra's Al Ghul (Ken Watanabe) and Henri Ducard (Liam Neesom) amidst the Himalayan Mountains, where he is put into training to join their League of Shadows. It is an organization he is against—they favor deadly vengeance and are set on destroying the already-decaying Gotham City. After escaping their clutches, Bruce returns to his old stomping ground, taking what he has learned (and overcoming his childhood phobia of bats in the process) to begin his own form of well-meaning retribution on the lowlifes and dirty dealers that are destroying Gotham City. Thus, Batman is born.

"Batman Begins" is a tightly thought-out variation on the Batman legend that considers realistically how a man, after years of being lost in fear and anger, could therapeutically use these pent-up emotions to transform himself into a masked crusader. While not as overblown and frantic as its former two predecessors, the film does get bogged down by a clutter of characters that don't get enough time to breathe and reach their fullest potential. These include Bruce Wayne's reliable butler, Alfred (Michael Caine); his childhood sweetheart, Rachel Dawes (Katie Holmes), now working as an assistant DA; Lucius Fox (Morgan Freeman), an old friend of Bruce's father who has a hand in forming Batman's identity; Lt. James Gordon (Gary Oldman); Carmine Falcone (Tom Wilkinson), the crooked ruler of Gotham City; and Dr. Jonathan Crane (Cillian Murphy), whose Scarecrow persona sets out to poison Gotham City and literally drive the citizens crazy.

Imagine an art-house version of Batman that just so happens to have a big budget and you won't be far off from how "Batman Begins" plays. On the one hand, it is a surprisingly thoughtful drama that studies and attempts to understand Bruce Wayne's psyche. As a prequel, Batman in his costumed form does not make an appearance until nearly the halfway point. Before this, director Christopher Nolan take an exposition-heavy approach, filled with long dialogue passages and small character moments. It is all rather fascinating, really, more so than one might imagine from a summer blockbuster that is more low-key than fireworks-heavy.

Coincidentally, when the action finally arrives in the last hour, it comes off more ho-hum than veritably exciting. There are few "wow" moments, and the climax, depicting the attempted destruction of the people of Gotham City with toxic fumes, is disappointingly anticlimactic. The set-pieces and stunts on view have all been seen before, done on a grander scale in 2002's superior comic book adaptation, "Spider-Man," and 2004's "Spider-Man 2." The memorable Scarecrow villain is also fumbled. As played with maniacal glee by Cillian Murphy (2002's "28 Days Later"), he is scary, threatening, and maybe the darkest villain yet in any of the "Batman" movies, but there isn't enough of him. With limited screen time and a wrap-up of his character that comes off as an afterthought, the Scarecrow does not meet his obvious potential.

Filled from top to bottom with some of the most talented A-listers and veteran actors, the performances are obviously strong. Taking over for Michael Keaton, Val Kilmer, and George Clooney before him, Christian Bale (2004's "The Machinist") broodingly fills out his Batman costume with ease, and has more to work because his character of Bruce Wayne/Batman is explored with a great deal more depth than ever before. If Bale fits the physical and emotional requirements of his role, it demands to be said that he sometimes isn't the most likable of Batman permutations, sometimes resembling in his speech and body language Patrick Batman, the yuppie serial killer he played in 2000's "American Psycho." As old friend and possible love interest Rachel Dawes, the bright-eyed Katie Holmes (2004's "First Daughter") comes into her own as a fully grown-up actress, bringing a believable intelligence and soul to a relatively thankless part. The rest of the performances are beyond fine, but some of the actors, like Morgan Freeman (2005's "Unleashed") and Gary Oldman (2004's "Harry Potter and the Prisoner of Azkaban"), struggle in downright wasted roles.

"Batman Begins" is involving and skillful, more so as a drama than as an action film, and has a keen visual eye that paints Gotham City as a place closely resembling the real world but with some subtle futuristic flourishes. While its more adult-oriented frame-of-mind is a welcome respite to the silliness of Schumacher's works, in the annals of the "Batman" series it is not as atmospheric and dazzling as the earlier Tim Burton efforts, 1989's "Batman" and (the best in the series) 1992's nightmarish "Batman Returns." There is a certain level of popcorn-movie fun that "Batman Begins" sadly lacks, and yet, it is a promising start to a reinvented franchise that happily suggests with the final scene's allusion to the Joker villain that bigger and better things are to come.