Gotham is better than it has any right to be. Despite its derivative nature and its network television limitations, the series mostly rises above its own limitations and inherent flaws. Mostly.

The worst of the show is showrunner Bruno Heller’s decision to pander to the comic book base by shoehorning constant references and characters within the Batman franchise. Some references are done with class — Grundy Street, the nameless comedian making a homicide joke, having a meddlesome woman named Barbara living in a clock tower are along the better references — while certain other moments like Bruce standing at the edge of his roof so he could “conquer fear,” and forcing young Saved by the Bell versions of Batman’s rogues gallery down our throat. It’s as if Heller didn’t have enough faith in his draft or in the intelligence of the audience to stick with the show long enough to figure it all out for ourselves. Then again, it could just be a product of studio interference.

Having Edward Nygma (Cory Michael Smith) as the know-it-all CSI does make sense, but having everyone tell him “he’s sick,” “needs help” or “should be in a mental asylum” is just too ham-fisted. Same goes for Robin Lord Taylor’s Penguin. Taylor plays the role fine, but his incarnation doesn’t really make sense. In the comics, he’s called the Penguin because he’s barrel chested, wears black and white suits, has a giant nose, is deformed and obsessed with birds. Here, he’s just…sickly. Though, I do have to admit, seeing him wolf down that sandwich at the end was a clever in-joke.

At the same time, I don’t know why Poison Ivy (Clare Foley) was renamed Ivy Pepper when the character’s actual name was Pamela Lillian Isley. I think Heller wanted to be more overt in his reference (if the green dress and obsession with plants wasn’t enough) but it really doesn’t help the character much. In this universe, when she obtains doctorates in botany and toxicology, she will officially become ‘Dr. Pepper.’ I’m sure Batman will be terrified of getting diabetes from her.

I also don’t think it’s a good idea to establish so many of Batman’s rogues gallery as being so much older than him. By the time Bruce finally dons the cape and cowl, his villains will be filing for social security. The more sensible tact would have been to adapt the Eisner award winning Gotham Central comic series by Greg Rucka, Ed Brubaker and Michael Lark, which is more contemporary in its focus on the characters, but doesn’t require much of Batman’s presence at all. There are some moments of stupidity — the fat guy nimbly making it up to the roof, the hostage scene (I know it’s a reference to Year One, but it was ridiculous here). I know that this is based on a comic book, I know the series needs its action moments, but it’s still a live action show and needs to have some level of common sense.

Before we get to the good parts, I want to cover probably the worst element of Gotham: the score by Graeme Revell. It’s embarrassingly bad, early 90s generic heavy metal to force everyone to think that everything that’s happening is super badass. Now, despite film being a visual medium, it’s really about 95% auditory. Almost all of our favorite scenes in movies or TV are brought to life by the soundtrack — but here the score detracts from everything that the sets, the writers, the CGI and the actors are trying hard to bring to life.

The dialogue vacillates between snappy and witty and embarrassingly cheap (even by comic book standards). Even at its worst, the actors manage to recite the lines with enough conviction to mostly cover up the worst of it. As a matter of fact, the acting — especially for a comic book based series — is really quite good. Ben McKenzie, a noted fan, gives young James Gordon a darker edge than what we’re used to, but then this incarnation of Gotham is certainly uglier than most. When Denny O’Neil took over the Batman books in the 1970s, he was living in New York at its worst crime rates and took Gotham back to its New York City roots, the way it had been initially created by Bill Finger in 1939. According to O’Neil “Gotham City is Manhattan below Fourteenth Street at eleven minutes past midnight on the coldest night in November.” And Gotham City is like that in the show now too. It’s New York in the 70s — The French Connection and Marathon Man at its darkest.

If Gotham and Gordon are darker, then Harvey Bullock (Donal Logue) is the noirest of noir. In the comics, Harvey was always a brutal drunk this close to being totally corrupt. Here, he’s a fully realized bad lieutenant with nearly no redeeming qualities. It’s a testament to the writers for being willing to do something so dark in a pilot episode, and the talents of Donal Logue, who still makes Bullock entirely likable. It’s when expectations are defied that the pilot really works.

One of the best parts of the series is the interplay between characters. Nobody likes or trusts each other; everyone is operating their own agendas; everyone is lying or keeping secrets. It’s true noir. It was great to see the cops annoy and push each other around. It was also nice to have Rene Montoya (Victoria Cartagena) and Crispus Allen (Andrew Stewart-Jones) together again, since their characters have been missing in the comics since DC “benched” the characters with their bizarre New 52 mini-reboot back in 2011. Both actors play their characters perfectly; Montoya is gruff and pushy while Allen is calm but loves to push buttons. As partners, they were often the best part of Gotham Central because they were real people pushed into unreal situations. It does bother me that neither Gordon nor Allen wear glasses in this incarnation, which offends me as a glasses wearer. Our people don’t get much positive representation on film and TV.

On the whole, Gotham (sometimes barely) manages to set itself apart from other comic based series, and is able to add an interesting new take to the lesser explored areas of the Batman mythology. The previews for upcoming episodes continue to highlight the interesting concepts with the forced references, so it looks like Gotham, like many shows in their first season, will go through growing pains while trying to discover its identity.

Gotham airs Mondays at 8 p.m. on Fox.