What makes TDK so great is that Nolan more successfully distanced himself from making a "comic book" movie (even more than he did in BB). Nolan perfected it while still making a "Batman" movie and TDK will be remembered for this. TDK was a true crime-drama/action-thriller that could've actually been re-worked as a Commissioner Gordon story with no "Batman/superhero" in it at all. It technically then wouldn't need an origins story and could stand-alone. The weakest part of TDK was actually Batman (& his unusually over-exaggerated voice).

Ledger's Joker was a believable lunatic-on-steroids bent on seeing the world on fire for his amusement. Truly scary parts with the knives to the mouths of his hostages. He was like a combination of (Schindler's List's) heartless Amon Goth mixed in with Hannibal Lecter's humor. I actually bought that this deranged lone wolf could manipulate countless Arkham Asylum psychopaths to do his bidding. Where I find ultimately fault with Ledger's Joker (amongst the greatest villians ever) that he is more one dimensional (lunatic-98%-of-the-time) than say Lecter, Vader, or the exorcist girl who at some point expressed some form of relate-able humanity.

However in BB, I didn't believe for a second that Neeson's Ras Al Ghul could out-Ninja Bruce Wayne/Batman. It is also far-fetched that this well-bred Irishman is living part-time like a Tibetan monk/ninja leading a centuries-old DaVinci-Code-esque clandestine secret society that have the resources & karate skills to make world governments topple when they get too big for their britches.

Re-watching BB, I at first liked that he made Gotham unrecognizable from Chicago. But as the movie went on, it seemed caricature-ish like Keaton's Gotham, especially the runaway-train ending. I'm glad Nolan corrected that in TDK and made Gotham a familiar but unrecognizable mega-metropolis. Now Nolan was able to make those epic IMAX helicopter-view shots of the city/cities as opposed to BB's brief CGI city zooms.

As far as the girls, I can't add anything that hasn't already been said. Holmes is prettier & Maggie was slightly more believable, but neither one did I connect with or care about.

It may sound like I hated BB, but I actually loved it, just not as much as TDK which for the reasons above make it clearly superior (for me). It's a brilliant revolutionary trilogy that makes the men-in-tights/superhero movies palatable for a non-comic book but thrill-seeking audience. Nolan wasn't the first to try that, but he was the first to succeed.