Don't read this if you haven't seen the movie. If you don't care, don't blame me for spoilers.
Okay- first off, the length. They could have chopped about a half hour off the running time and it would have been better. The Tale of Two Cities thing? Didn't work at all for me. The scarecrow being the judge, weak- the best was Bane and Batman trading dialogue, at crucial scenes, with Christian Bale, sounding like he is pulling the words up from his scrotum and Bane, Tom Hardy sounding like Darth Vader's eastern eurotrash cousin.
Then the bomb, and how it banged against everything- It almost became comical.
The ending was good. Catwoman was good. The kid from Third Rock was good. Everything else...meh...