I don't think this incarnation of the franchise ever recovered from Heath Ledger's death. The Joker was such a powerful villain because all he wanted was chaos. If Batman foiled his plot, it didn't really matter. He'd just come up with something else. He was frightening. A villain with a more specific purpose like in Batman Begins and The Dark Knight Rises has less impact. As an audience member, you can see what Batman needs to do to win. You couldn't see that in The Dark Knight.
In the previous films, the sweeping cityscapes were all filmed in Chicago, but they added other CGI buildings and did a great job of never showing anything too iconically "Chicago". If you didn't know the city well, you might not have recognized it at all. In this movie, no effort seemed to be made to make the cityscapes look like anything other than Manhattan. We saw the Empire State Building, the new Freedom Tower, Central Park. It was distracting.
And surprising because I knew most of the location shots were done in Pittsburgh. Which they also didn't try to hide in the football stadium sequence. I'd have to look again, but I'm pretty sure I saw a big "Heinz Field" sign in plain view. Did anyone else find it odd that half the time the stadium was full and half the time it was half-empty?
And why did Bane talk like a children's book narrator? Whom you couldn't understand most of the time?
And the action sequences... Cat Woman's motorcycle sequences were pretty awesome, but nothing in this movie came close to flipping the semi in The Dark Knight. Except maybe the airplane sequence in the beginning, but Batman wasn't involved in that at all.
And I'm not even going to touch how much of the plot didn't make any sense.
It just seemed like everyone phoned this one in (except Anne Hathaway). And then they tried to wrap it all up in a nice bow at the end. I mean, it was pretty bow, but it was wrapped around a whole lot of nothing.
It also bothered me that there was no reference to the Joker at all. Lots of Harvey Dent, a couple Rachel references. We even saw Dr. Crane again (which I loved), but not even a word about the Joker.