Almost every scene where someone was talking was accompanied by my cringing. All of the dialogue was awful -- even more so than the last movie. And that doesn't help the totally uninspired love story. It's like George Lucas couldn't come up with a good way for the two characters to fall in love, so he decided that they just were.

There was way too much goofiness. For a movie supposedly attempting to show how a good-natured kid grows into one of the most evil beings in the universe, there're an awful lot of bad puns, stupid visual effects (Yoda's fight scene being tops in this area), etc. It felt much too enamored of itself.

Both of those points are odd considering that a new writer was hired for the script of this movie. So we can't blame George Lucas for that. (And hiring jms for the writing wouldn't be any better, unless you just want long winded expository monologues. And Joss Whedon's voice, I think, doesn't fit the Star Wars movies, but that's very subjective.)

But we can blame George Lucas for the bad acting. The man never has been able to direct actors well. It's as if he just doesn't care. THX-1138 starred Robert Duvall, a man who needs no direction, in its only significant acting role. And similar things can be said about American Graffiti's Richard Dreyfuss and Charles Martin Smith, if not others in the movie as well. But when you get to Star Wars's fairly novice stars Mark Hamill and Carrie Fisher, you get a couple of fairly bad performances. It probably wouldn't have made it without Alec Guinness and an inspired first starring role for Harrison Ford. (It occurred to me well after the fact that when, in Star Wars, when Obi-Wan flips back his cowl for the first time, that the audience is supposed to go ``Wow! That's Alec Guinness!'', but since it was viewed mostly by kids, that never really came across.) And these last two Star Wars movies are the only other things that Lucas has directed.

But let's not forget about the absurd plot devices and squandered elements. Like the conveyor belt scene that felt like it was lifted from either Galaxy Quest (where it was a parody) or some shareware Apple ][ video game. Or the nearly off-stage death of Jango Fett, the one character that actually seemed to have had some actual character to him (I credit the actor). And Shmi's amazingly conveniently timed death.

Nor should we forget the remarkably bad editing when Obi-Wan was searching for Count Dooku (Couldn't they come up with a worse name? Maybe Count Turd? Count Shitstain?) and Anakin was searching for the Tuskin raiders. I actually had to wait for characters to be clearly shown before I could tell which scene I was watching. There was some other bad editing as well, but that topped the list.

Oh -- and Lucas's much vaunted digital filming seems to have fallen down on the job. I wasn't thinking about it when I went into the theater, but it occurred to me a few minutes in that he was having some really weird film-grain issues. You know what it looks like when there's nudity in a scene in a movie that's being shown on TV that they can't cut, so they zoom in on a non-nude portion of the screen? There are large segments of the filmed portions of the movie that look like that. I realized after a while that it must be because of the digital ``film'' cameras. And, unfortunately, the CGI'd elements are of much better quality, so it looks a little bit like those scenes in Scooby Doo where you could tell that there was a hidden switch because it was colored differently than the rest of the stone wall.

I'm sure I have some more problems with the movie. But the only positive I fell comfortable giving is that the plot is not insipid, even if the script is. Oh, Natalie Portman's costumes were nice, too. (It's interesting to note that it apparently gets pretty chilly in Tunisia every once in a while.)