Natalie Portman and Hayden Christensen in Star Wars, Episode III - Revenge of the SithSTAR WARS, EPISODE III - REVENGE OF THE SITH

I've spent a lot of time - both in print and in person - making fun of George Lucas' Star Wars prequels, and for a reason: It's pretty easy. The prosaic (and endless) exposition, the flat staging, the unspeakable dialogue, the ba-dum-ching! clunkiness of the comedy, the videogame-inspired mayhem, Jar Jar Binks ... there's practically no end of topics worth goofing on.

Yet the jokes carry a sadness to them, because a whole lot of us actually wanted these movies to be good. For those of us whose formative years were spent with Star Wars on the brain, the desire for Lucas to pull it off a second time was powerful, even though the signs weren't good; there was plenty of moaning every time he came out with another set of "Special Edition" Star Wars editions that tampered with our memories. (It's worth asking again: "Greedo shoots first?!?")

For many, Star Wars: Episode III - Revenge of the Sith will be good enough, and that will mean that it's great. It is, after all, better than Attack of the Clones, which was certainly better than The Phantom Menace. You could make an argument that the movies are maturing along with their intended audience. But at the end of this (possible) final installment of Lucas' sci-fi sextet, I felt more relief than anything, and it was the relief you feel upon realizing that something could've gone a lot worse. Revenge of the Sith isn't a particularly good movie, but it is, at least, reverent to the franchise; it's the Godfather Part III of the Star Wars series.

Unfortunately, the movie still displays visual imagination aplenty but almost nothing in the way of wit or visual magic; Lucas has become a powerfully dull director. New sets and action figures - excuse me, characters - are introduced, yet there's nothing memorable about them. Like many creatures mollified by shiny objects, the audience is just distracted by them for a moment; you feel far more affection for the four separate light sabers being twirled by a wheezing robotic mechanical beastie than for the robotic beastie itself.

There are always amazing things to look at in Sith. I could watch the film's background shots of airborne super-highways for minutes on end, the way you stare at an aquarium. But there's no joy in Lucas' work here. (Just because a director's subject matter is inherently dark and depressing doesn't mean the filmmaking itself has to be moribund.) Sith's early action centerpieces all share the same technically accomplished blandness, and feel like carbon copies of of sequences from earlier films; the scene of our heroes rescuing Palpatine is reminiscent of Attack of the Clones' opening space race, but we're missing the rush, the exuberance. Sith doesn't have a "Gasp!" moment when the audience is joined in an explosion of pure, pop joy, like Yoda staring Christopher Lee down in Clones. For the first half, the sameness of the storytelling has become a drag, and Lucas' storytelling weaknesses become more and more apparent.

George Lucas is a shrewd man. By setting Star Wars a long time ago in a galaxy far, far away, he was able to make his good-versus-evil fable play as a sci-fi extension of the adventure serials he loved as a kid, allowing him to get away with feeding us a lot of corn. But now, nearly 30 years after Star Wars, Lucas' amateurishness as a director is just bewildering. (I think it's connected to his gradual disinterest in human characters, but that's the subject of a different analysis.) He might not be able to hear the sound of his tinny dialogue, but surely he knows that you don't continually cut away from your action scenes at the exact moment they're getting really interesting.

Lucas may have lost his filmmaking sense, but I should be fair: He's not a cheat. It's obvious that he's invested in his franchise in a way that goes beyond financial concerns; Lucas' filmmaking might be weak, but the filmmaker himself is sincere. (If he wasn't, the movie wouldn't be so solemn.) And his work does improve as the film goes on. Around the film's halfway point, right when Anakin is making his pledge to the dark side, Sith finally starts gaining the narrative momentum it hadn't yet displayed, and there's more urgency behind the battle scenes and light-saber duels. Lucas is also the beneficiary of enormous audience goodwill once Anakin turns; we're eager to watch Lucas plant the seeds for the opening of the original Star Wars. You know Lucas wants this installment's dramatic scenes to carry their weight. (With John Williams' score pounding away at you, you certainly feel an oppressiveness.) He wants Sith to be grand. He just isn't the director to pull it off.

One thing even die-hard fans of the prequel trilogy concede is that the movies could sure use a Han Solo figure. They're desperately missing Harrison Ford's no-bullshit glower and performer's confidence, and with the exception of the sporadically amusing Ewan McGregor and Ian McDiarmid, there's no one here to fill that void. Terrific actors such as Natalie Portman and Samuel L. Jackson play their roles with so little conviction that you feel they're trying to wish themselves away from the whole experience, and Hayden Christensen proves to have been a disastrous casting choice; he pouts, he huffs, he occasionally barks, and his transformation into Vader isn't believable in the least. If it weren't for the audience's anticipation in finally seeing him suit up so that James Earl Jones can take over, the finale would be a total botch. (Although seeing Christensen in his one-size-too-big Vader outfit is worth a chuckle; all this advanced technology, and they couldn't find an overlord suit that fit?)

Of course, what are any of them to do when confronted with Lucas' achingly poor dialogue? Continuing to rip on Lucas' graceless prose in this series, especially when Anakin and Padme exchange expressions of lovey-doveyness, has become exhausting; it's been said that Lucas is now writing for 10-year-olds, but I think six or seven is more like it. (The biggest laugh I got from the film was Anakin's screeching to Obi-Wan: "I hate you!!!", but the robot doctor intoning "She's lost the will to live" ran a close second.) Lucas' abysmal script even sabotages Yoda, whose every utterance is now a syntax nightmare. Sad to say, the once-enjoyable Yoda grated on my nerves throughout; when he's not dueling, the CGI elf is this movie's Jar Jar Binks.

Revenge of the Sith tickles your eye but numbs your brain, and its most significant accomplishment might be in convincing millions that it's as impressive an accomplishment as fans want it to be. But Lucas' skills have always been based in illusion. He might no longer be much of an artist, but no one ever said that George Lucas wasn't a master showman.

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