Really, every choice Heath made was inspired. The Joker was great and makes the movie worthwhile.

I really dug the ferry stuff, real classy. Freeman, Oldman and Caine are great and add some much needed humanity to the jumbled storyline.

But, the rest? All the same problems the first one had:

Lame action. That chase was a fucking direct copy of the boring one in the first film. All the way down to the canned reaction dialogue the cops spew out. Super lame. The fist fights were better though.

Rachel Dawes. Nobody cares. Batman barely seemed to care. Maggie is a boring actress and she looked real dowdy.

Batman voice. During that final argument with The Joker, Bale could have been huffing helium and it would have come off as only slightly more destructive to the tone of the scene.

Too many characters and not enough Bruce Wayne. There isn't enough interaction between the hero and any other character to give any of his relationships weight. Bruce meets Dent about twice and all they do is make bullshit smalltalk. Batman and The Joker talk exposition before Bale and Ledger have to force home the Batman/Joker relationship in one fleeting scene.

A plot structure really doesn't seem to exist. This movie has all of the issues Spider-Man 3 does. It's juggling too many characters and plots and then has to force them all together. There's no room to breathe, it's all exposition outside of a few gem moments with The Joker. The Joker only gets the attention because of the great performance Heath provided for Nolan.

It's solid overall, mostly because of Heath and general interest in the character, but it hasn't got anything over Ironman or Hellboy II.