Credit: David James

From its comic book inspirations to a prominent excerpt from Charles Dickens’ A Tale of Two Cities, Christopher Nolan’s saga-ending The Dark Knight Rises was chockablock with pop-culture references. While there were plenty of unexpected moments in the film’s 164 minutes, some of the biggest surprises weren’t plot developments but Nolan’s loving homages to (and occasionally strange riffs on) other films, books, and more. Below, we look into some of the influences of Rises, including one very unexpected shout-out to the speech that won Matt Damon and Ben Affleck an Oscar. (WARNING: SPOILERS AHEAD!)

At its very core, Rises seethes with an undercurrent of class conflict that has been lately represented by protests including Occupy Wall Street. But did you know that that particular strain spans back 85 years? Nolan told EW’s Jeff Jensen that Fritz Lang’s sci-fi classic Metropolis was a visually formative for Rises, given the 1927 film’s themes of economic injustice and its representation of a fallen utopia.

Nolan also cited a certain Oscar-winning Middle-earth threepeat as his benchmark for rounding out the trilogy. “The Lord of the Rings trilogy was in the back of our minds the entire time we were making these,” he told Jensen. “It’s one of the great achievements in movies.”

Beyond that, Nolan has been reticent about where exactly he drew inspiration in envision the Gotham to which we return eight years after The Dark Knight — which itself had strands of Michael Mann’s work, such as Heat — but there are some strong possibilities to consider. For starters, Bane has a distinct aesthetic throughline to The Humungus (Kjell Nilsson) from Mad Max 2: The Road Warrior. With their predilection for facial obscuration and pontification, and those barrel chests, they could be villainous meathead cousins.

But perhaps the most unpredictable intertextual reference came in the form of a tear-jerking speech delivered by resident font of wisdom — and he does windows, too! — Alfred J. Pennyworth. Just before Bruce dons the bat cowl on a seeming suicide mission, Alfred delivers a wistful speech about the years (before and during Batman Begins) when Bruce exiled himself from Gotham. During that period, Alfred says, he never wanted Bruce to return home for the only thing that awaited him was pain and anguish. He admits that he let himself dream that on one random night during his annual holiday to Florence, he might see Bruce in a restaurant across a piazza and know that Bruce had finally recovered and moved on from the tragedy of his youth.

For me, at least, the speech seemed to echo Chuckie Sullivan’s (Affleck) confession to Will Hunting (Damon) in 1997’s Good Will Hunting. Like Chuckie, Alfred hoped Bruce would someday abandon his dead-end life, even if it meant they no longer would be best friends — only replace a rundown Southie porch with Wayne Manor, California with Florence, and a whole lot of F-bombs for a no-longer-stiff upper lip. Judge for yourself below. (Scroll to 2:10 if you’re in a hurry.)

Did you notice Nolan’s inadvertent nod to Damon and Affleck, PopWatchers? What other pop-culture references popped when you watched The Dark Knight Rises?

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