With all the promo going around... I couldn't shake off this feeling that Episode II would be a big disappointment... Not that I was expecting all that much (or maybe I was), but all trailers gave me the impression of shallow dialogue, cheezy moments, but lots of special effects. Of course, I also had the growing fear that there would be a lot of "fanboy material" injected into the movie--or worse yet, maybe the movie would be built around "fanboy material." I mean, it's not like Return of the Jedi had "fanboy material" from A New Hope shoved into it... As this irritation and annoying feeling grew, I became worried that I would waste my money watching it in a theatre packed with people and certain to have someone with Marge Simpson hair in front of me as well... So I said screw it, I managed to watche a bootleg of it. What can I say... I wasn't disappointed... at being disappointed. In other words, my expectations became reality as if it was a self-fulfilling prophecy of some kind. The only thing that seemed to PLEASANTLY surprise me was that there wasn't all that much fanboy material injected in (but it's there) and Ewen McGregor did actually have an accent that reminded me of the lines of Obi Wan in Episodes 4-6. I won't spoil the details or the big surprises (which aren't really surprises imo)... But I will say that I believe Episode 2 to be a movie that had potential, but ended up having no substance to it. Imagine a storyboard with fairly good art, but it's tagged onto a script with poor dialogue. Imagine that every chance of an emotional moment in the movie, moments that could be represented without a word and have meaning, felt rushed by and under-developed for pop-pacing. Imagine that much of the dramatic moments were not there because the writer wanted them in the movie, but because these events were just shoved in quickly because there was a reference to it somewhere else. Not to mention a really shitty attempt at romance with some of the corniest lines in a movie that doesn't embrace its corniness (hey, at least Blade II was blatantly being corny). And what about the soundtrack? You remember those great moments in the original Star Wars trilogy where John Williams' score would provide thematic undertones, but best of all, the atmosphere would provide appropriate sounds including memorable music? If you don't know what I'm geting at... I figure many who have seen "A New Hope" remember the Cantina scene, and if not that, at least the funky music... but it worked like a charm there--it was so natural and it ADDED TO THE ATMOSPHERE. Well... Nothing like that in Episode 2. The soundtrack feels like it was painfully injected into the movie at places where they seemed decent, but far from seeming like they have any effort. Even when there's a club scene in the movie, you don't get the atmosphere of a club in music or sound, you get John Williams. And in a diner scene that reminds me of Cafe 80's in Back to the Future Part 2--you hear speeding vehicles more than anything else, but music seems like it could be a part of that scene... Summary: -Acting: What acting? Only thing I can remember is Obi Wan's accent... that and a bitching brattish Skywalker. Dry, monotonous, and punished by the script. -Script: Sucked, VERY LACKING. I wonder if this was a failed attempt at minimalist without any of the goodness of the minimalist form. VERY DRY. Some of the corniest lines for romance... Don't expect any memorable lines like the original trilogy. There aren't any Han Solo's or Obi Wan's or any character with wit in this film. We get FATHER FATHER FATHER (Obi Wan), BRAT BRAT BRAT (Anakin), ECHO ECHO ECHO (Padme--without the Episode 1 accent, no more modified voice), and JAR JAR... There's also Yoda too, I guess. -Soundtrack: It was just slapped onto this movie. -Visuals: The only things somebody could say was really good about this movie. Just imagine that this movie is really just a CG animated film with people injected into it. Oh wait, that is what it is (and that is practically how other reviewers have labeled it). Portman puts on lots of different costumes though... I think it was a stretch to make her look like Carrie Fisher though (Fanboy material imo). Anyways... that's what I have to say about Episode 2... But I'm sure a good number of you will like it. For the record, I didn't hate it... I was just underwhelmed... but at least I was tempted to just watch Episode 4-6 again, and maybe even forget about Episode 3. The only effort that was put into this thing was CG it seems... I wonder if the actors were rushed and if the script was written for four year olds. "You're as beautiful as I remember you. As beautiful as you are in every one of my dreams for the last 10 years." (or something like that) -- Anakin Skywalker "Why do I always get this feeling that you're going to be the death of me?" -- Obi Wan Kenobi talking to Skywalker -Chanchai PS. There's TOO MUCH TIME WASTED on C3PO.