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[BOLD {CHRISTIAN BALE}] Returns for his second adventure in the Batsuit

''The guy had serious nuts,'' Nolan says. ''What I needed was someone who wouldn't be afraid of the comparison with Jack Nicholson. And then I saw Heath's incredible performance in Brokeback Mountain. Such a lack of vanity. This was an actor who wasn't afraid to bury himself in his character — to a massive extent.''

The Joker's return, of course, had been foreshadowed in the final scene of Batman Begins, when Batman turns over a playing card to reveal the telltale mark — a jester — of Gotham's most notorious criminal mastermind. But what really stacked the deck in favor of a Joker-centered sequel was the $372 million Batman Begins raked in worldwide. With Bale contractually locked in for two more Bat movies, and Nolan on board for at least one more, the only thing needed was an actor to play the bad guy. There certainly wasn't a shortage of options. Robin Williams, Sean Penn, and even Mark Hamill were rumored to be on Nolan's short list (at least Hamill had practice, having voiced the Joker in various superhero cartoons). What nobody knew at the time, though, was just how short the director's list was. ''Heath was the only one on it,'' Nolan insists. ''I knew he was it from the start.''

Nolan was right: Ledger was fearless. The actor seemed to have no misgivings at all about trespassing on Jack's old turf. On the contrary, Ledger's feral take on the Joker makes Nicholson's more gentlemanly clown in Tim Burton's 1989 Batman look about as scary as Cesar Romero. Of course, at the time — the summer of 2006 — Ledger had reason to be confident. He'd just been nominated for his first Academy Award for Brokeback, which must have eased the sting of recent flops like The Order and Lords of Dogtown. A major role in a big studio franchise was the next logical step for Ledger's career. Especially a franchise that had been relaunched by the indie auteur behind Memento and had been retooled as a smart, edgy showcase with a layered, contemplative subtext not generally found in flicks about crime-fighting guys in tights.

Nolan and Ledger hit it off from the start. ''We had the same take on the character,'' the director says. ''We didn't have a script yet, but we had ideas. The idea of anarchy as an absolute. The idea of chaos as the most frightening thing to society. The idea of a motiveless criminal, somebody who just wants to watch the world burn.'' Some of those ideas were pretty radical for a summer tentpole with a reported budget of $180 million (before marketing costs). The Joker, for instance, is given no backstory in the film; he simply bursts into Gotham with the terrifying randomness of a drive-by killer. Even as Nolan started folding those ideas into an actual script (with his brother Jonathan and Batman Begins scribe David S. Goyer), Ledger was already slipping into the character's skin. He spent months working with a voice coach fine-tuning the Joker's cackling cadence. ''He tried to articulate to me what he was doing with his voice, but it was sometimes hard to understand,'' Nolan confesses. ''He talked about ventriloquist dummies, the way their mouths moved, the way their voices wouldn't appear to come out of them. He said he wanted the voice to have a mocking quality, a sort of disconnectedness.'' Ledger also gave plenty of thought to the makeup that would be splattered across his face throughout the film. ''He started applying the makeup himself — just to see what it would look like if he put it on with his own hands,'' Nolan says. ''We talked about how streaking the paint could get across the idea of corruption, of decay.''

NEXT PAGE: ''I know there are these rumors out there that playing the Joker drove him to his grave. But I never saw anything of that. He was always on time. He knew his part backwards and forwards. I just thought he was a really sweet kid.''


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