Great acting, decent action. I thought it was too long and Batman's whisper/growl voice was annoying especially towards the end. It was definitely good but I am not sure how good. I will probably need to let it stew for a while before I decide.
The pencil scene was worth the price of admission. I like the fact that none of the acting was overtop, like the villians in the Tim Burton movies. I prefer an understated performance.