There are some elements that take some getting used to, and there are some drawbacks that threaten to make this film not quite the beloved classic the first trilogy has become, but it's a damn good Star Wars film.

The visuals are simply astounding. There's so much to look at in so little time. Enormous, sprawling cityscapes, vast battalions of droids and aliens, spectacular animation and realistic motion of artificial characters. It's a stunning technical achievement - perhaps not on par with the revolution caused by Star Wars Episode IV: A New Hope in 1977, but the eye candy is immense and constant.

There's also a great amount of fun. The pod race between young Anakin Skywalker, the villainous Sebulba and all sorts of other wacky aliens is fast-paced and pulse stirring. The lightsaber fight between Qui-Gonn Jinn, Obi-Wan Kenobi and Darth Maul is officially the coolest ever filmed - not only is the action furious, intense and deft, but this time, all the combatants can actually lift their arms above their head, as opposed to Darth Vader's somewhat clunky movements. There's much more straight humor in this film, and the sheer joy of seeing the old favorites like R2D2, C-3PO, Jabba the Hutt, Yoda, Jawas, Tusken Raiders, Kenobi, and the Emperor in new situations is more than enough to make up for any problems one might notice.

Of course, there ARE problems. Jar Jar Binks takes a good deal of getting used to - his voice is a bit grating and he's hard to understand at first, but he's there for the kids, and the kids love him (George Lucas has said that this film is geared towards kids his young son's age). I was put off by the aliens using more Pidgin English rather than speaking their own languages and being understood - I can understand it for the Gungans, but the Viceroys of the Trade Federation seem to be combining a bad Japanese accent with a bad Transylvanian accent, and I can't decide if it's annoying or kinda fun and interesting. The announcer at the pod race might be a big mistake that will end up dating the film as it ages (there's always been a strong effort to make the films seem timeless), there are some stilted line deliveries and some of the humor just isn't all that funny. It's missing a Han Solo kind of character, but do we really want to recycle the same stuff into a prettier package? I'm more inclined to want some new stuff in the Star Wars galaxy.

Ewan McGregor has got Alec Guinness down pretty damn well. Liam Neeson is a natrual as a wise, yet unconventional Jedi. Natalie Portman is appropriately regal and stately as Queen Amidala. Jake Lloyd is an adorable little future galactic terror. Ian McDiarmid is appropriately manipulative and subtly foreboding as Senator Palpatine.

For a Star Wars geek like me, the film was entertaining and a joy to watch, despite its hinderances. I'm already speculating heavily about the next two episodes... although I'm REALLY hoping they get made before something happens to James Earl Jones or Frank Oz. Oh yeah, by the way, ignore the hype - the second coming of Christ couldn't live up to it - and screw what sourpuss reviewers say. See the film and make up your mind on your own.