I don’t know how he did it, but somehow Christopher Nolan convinced Warner Bros. studio bosses to let him make a superhero movie that doesn’t care about the kids.

Oh, I’m not suggesting that there’s nothing in Batman Begins for the youth demographic Hollywood so covets. There’s at least one slam-bang car chase. And there’s Katie Holmes, who I’m told appeals to hormonally-raging adolescents when she’s not appealing to hormonally-raging, middle-aged A-list movie stars.

But for the overwhelming majority of its running time, this reinvention of the moribund Batman franchise aims squarely at grown-ups. Catching up with a comic book industry that has found ways to tell mature stories in a genre long-assumed to be for youngsters, Nolan (Memento) digs into fertile psychological ground. The result is a something you don’t expect from summer filmmaking: a frequently riveting character drama that happens to be about a masked crime-fighter.

True to the mythology, Nolan begins with the murder of young Bruce Wayne’s billionaire father and mother by mugger Joe Chill. Years later, a still-haunted college-age Bruce (Christian Bale) begins a world-wandering search to understand criminality, his journeys eventually taking him to the Himalayan retreat of the vigilante cabal League of Shadows led by Ra’s Al Ghul (Ken Watanabe). There Bruce trains in a variety of fighting techniques under the enigmatic Ducard (Liam Neeson) before breaking free of the League’s demand that he become a judge and executioner. Bruce has other ideas in mind, including returning to his native Gotham to fight criminals in a guise that will strike fear into their hearts--a guise that, thank God, features no molded latex nipples.

It is, however, well over an hour into Batman Begins before that famous pointy-eared cowl makes its first appearance. Nolan wades through the nuts and bolts of Bruce assembling his Batman arsenal with the assistance of a Wayne Enterprises military applications expert (Morgan Freeman) and his trusted manservant Alfred (Michael Caine)--perhaps you never wondered about the economy of scale required for Batman’s unique purchases to fly under the radar, but Nolan and his co-scripter David S. Goyer (the Blade trilogy) have. He takes his sweet time on the circumstances that turn Bruce Wayne into Batman, watching him fight his way through reactions ranging from guilt to homicidal anger to a thirst for true justice.

While some viewers might get itchy waiting for Batman to start mixing it up with villains like Scarecrow (Cillian Murphy), Nolan’s deliberate pace is the genius of Batman Begins. The fascination of the character has always been the “why” of an independently-wealthy heir who devotes his life to defending Gotham, and the film never skimps on what a physically and mentally grueling process it is for Bruce Wayne to become Batman. Bale handles the role with both charm and intensity, but it’s Nolan’s determination to focus as much on internal battles as external ones that gives Bale’s performance the meat it needs to chew on.

And once the external battles do begin, Nolan still takes chances. This is not a Batman who bursts into rooms and stands with arms akimbo, challenging goons to fisticuffs; he’s a trained assassin who uses surprise and dizzying attacks to terrify adversaries. That means Nolan’s fight sequences often consist of nothing more than a blur of Bat-suit followed by chaotic crunches, rather than crisply choreographed twirls and kicks. Nolan’s Batman cares more about intimidating criminals with how efficiently he dispatches them than about looking stylish doing it. He’s like old-school NBA vs. SportsCenter-era NBA.

It’s evident even through his casting of veteran talent--Neeson, Freeman, Caine, Tom Wilkinson as a smug mob boss, and Gary Oldman as good-cop-in-a-bad-city Jim Gordon--that Nolan is more interested in getting his story right than about getting it cool. Sure, he goes for a decayed Blade Runner vibe in the look of Gotham that feels a bit recycled, and he doesn’t seem particularly invested in the perfunctory Katie Holmes romantic sub-plot. Yet for nearly two-and-a-half hours, Nolan builds a movie world in which the “man” part of Batman matters more than the “bat” part.

That’s the kind of thoughtful action filmmaking that should thrill grown-ups. If the teenagers are going to come along for the ride, they’re going to have to do it on Christopher Nolan’s terms.