After Bat nipples, you have nowhere to go but up. That said, Christopher Nolan's Batman Begins is far more than just an improvement over Joel Schumacher's Batman and Robin -- an outing so awful one director memorably referred to it as "gay ice capades."

Nolan's prequel -- which scraps the neon gaudiness of Schumacher's movies and puts Bats back in black -- is darker and fiercer than the previous films, but it's also more epic in scope and ambitious in storytelling.

Like Nolan's Memento, the engrossing narrative is mostly nonlinear as it tells how Bruce Wayne became the Dark Knight after his parents were gunned down by a hoodlum. It's a story the previous films only scratched the surface of -- directors Tim Burton and Schumacher were too busy fawning over the colourful villains that the titular hero got short shrift. Not here. This is very much a movie about Wayne, perfectly embodied by Christian Bale (American Psycho), who travels the world seeking an outlet for his anger and discovers a secret society of ninjas in the Himalayas, led by a terrorist Ra's Al Ghul (Ken Watanabe) and his second-in-command, Ducard (Liam Neeson). They train Wayne in the hopes he'll join the dark side with them -- they're plotting to destroy western civilization, beginning with Gotham City -- but he refuses, rebels and ends up back home, determined to rid the city of crime and corruption.

Helping him -- and providing sly support for Bale -- are Michael Caine, as trusted butler Alfred, and Morgan Freeman as Lucius Fox, a scientist at Wayne Enterprises whose designs for body armor and militarized urban tanks make him this film's de facto Q. Gary Oldman -- as a good guy for once -- turns up as future commissioner Gordon while Katie Holmes plays Rachel, Bruce's childhood friend, love interest and conscience. Among the film's many villains, Tom Wilkinson hams it up as a crime syndicate kingpin while Cillian Murphy is a perfect creep as Dr. Jonathan Crane, a deranged psychiatrist who gets called Scarecrow because of the experimental fear toxin he's concocted.

Nefarious schemes aside, Nolan's movie is a lot more about character than gimmicks and while the second half of the film ups the action quotient, it is the first hour that gives this Batman genuine emotional resonance.

EXTRAS: The two-disc special edition is predictably packed with featurettes about the origins of the character in comic and film form.

BATMAN BEGINS

STARS: Christian Bale, Liam Neeson, Michael Caine, Morgan Freeman

DIRECTED BY: Christopher Nolan

IN BRIEF: This fifth Batman film reinvents the entire franchise by casting Bale as a rookie caped crusader.

RATING: 4 out of 5