If not for "Spiderman," I would argue, there'd be no beginnings of Batman. More specifically, if not for the huge revenues that Spiderman earned in worldwide boxoffices, this film would not have been conceived. In Hollywood, a big success is like a battleship. It produces a huge wake. "Batman Begins" is part of that oceanic trail.

While that might sound like a putdown, I don't mean it that way. When imitation is inevitable, you can only hope that it's well conceived and executed. "Batman Begins" is that, for the most part, beginning with the recognition of the element in Spiderman that directly resulted in its massive acceptance. The human angle, the down-home vulnerability.

For that, among the heroes here, you've got to include the writers Christopher Nolan (also director) and David S. Goyer. Anytime you make this kind of effort to make a superhero credible as a human being who evolved, you deserve some credit.

When the scion of the Wayne empire, young Bruce (Gus Lewis) falls into an abandoned well and stirs up a colony of bats and a morbid fear, his father, an industrialist with a strong social conscience and athletic ability, rescues him. One might wonder, then, why his parents, after his recovery, would take him to an opera about bats. It turns out that he can't take theaticalized versions of the critters and pleads to leave early.

This leads to the next question: why do they leave through a back door? It opens on an alley where, in a random act, a street thug after money kills Bruce's father and makes the boy heir to a fortune and hands him the burden of guilt.

With the promise of taking control of his father's corporation when he's of age, Bruce Wayne reaches maturity, (Christian Bale) possessed of a dedication to understand and defeat criminality. We find him on an extreme adventure into asian mysteries (supposedly Bhutan, actually Iceland). He's directed to a shadowy cult at the top of a steep, icy mountain which seems to be what he's looking for. Here, the degree of his desire to eradicate criminals is tested by Ducard (Liam Neeson) who finds our lad to have considerable potential, which he then trains in the ways of conquering personal fear and using it to defeat enemies.

Only it turns out that these goods guys are real baddies, too ready to impose quick death in the name of justice--something master Wayne refuses to do. In escaping from the wrath of his now enemies, Wayne teaches Ducard just how much potential his student has.

Back in town, all this training works for his desire to turn Gotham around from its mob controlled corruption. The greedy and the sinister include gang boss Carmine Falcone (Tom Wilkinson in a nice turn to the dark side), the far darker and more powerful Dr. Jonathan Crane (exemplary evil Cillian Murphy) whose fearsome threat takes place as an expert witness for Falcone as well as in the sanctums of his psycho chambers. The framework of evil also includes, the grasping Earle (Rutger Hauer) who has taken over as CEO of the Wayne enterprises.

Ah, but then, there's also childhood sweatheart Rachel (Katie Holmes), now an ace D.A. who can't quite make a case against Falcone, Wayne's dedicated family butler Alfred (Michael Caine) and that most expert technician and fabricator of futuristic devices for the company, Lucius Fox (Morgan Freeman). Together, these men formulate the rise of Batman, a human being with the Batcave technology that makes him appear to be superhuman.

In an homage moment to the birth of a superhero discovering his powers, Wayne has a parallel (I won't say, imitative) moment when he "learns" to use his gravity defying, jet propelled skyhook contraption and to control his classy Batmobile that would pull the combined yearly allowances of millions of bat fans at auction. Shades of Bond!

Believe it or not, this gets us about halfway. This writing team is taking no chances on telling us the human side of Batman's story to generate a level of popularity equivalent to Spidey's. It's a harder sell, however, and maybe because of all the time devoted to it, it doesn't seem like as much fun. Maybe there's too much difference between a trod-upon high school student that we can all relate to, as in Spidey's case, and a wealthy paragon to whom few can. All of which is to say only that this is not likely to arouse as large an audience -- not that it's a failure by any means.

The very impressive cast is well chosen. Morgan Freeman comes "off the page," as usual, this time with his rich depth and a glint in his eye as he lifts the intense drama with breaths of humor. He even makes Bale laugh, who is otherwise intense and focused, properly urbane, convincingly built for the physical demands. Which brings us to Holmes.

Katie may not be Kirsten Dunst, but that's all right. She has totally comparable wholesomeness and a nearly idyllic quality of purity as the love interest and object of desire. There's no contest between the ladies as they fill identical roles as emotional counterweights to reticent superheros. Call it a draw.

In a filmmaking industry where sequels fail so often to come up to the success of their predecessors, even when the cast and crew are retained, it is impressive and praiseworthy that a film inspired by a predecessor picks up on the value of character development. This was made by a team that learned a lesson from the revenue numbers and applied them to create a superhero with depth.

                                      ~~  Jules Brenner