The shadow of the first three films released in the series--1977's _Star_Wars:_A_New_Hope_ (Episode IV), 1980's _The_Empire_Strikes_Back_ (Episode V), and 1983's _Return_of_the_Jedi_ (Episode VI)--looms large over _The_Phantom_Menace_, and it's not just because those landmark films have such an enduring legacy. Rather, it's because Lucas's _Phantom_Menace_ script is a hodgepodge of different elements from those three films. To start, the Gungan, an amphibious race on the planet Naboo, are scrappy warriors along the lines of _Jedi_'s Ewoks; a pod racing scene is pretty much _Jedi_'s forest speeder bike chase transplanted onto the desert; dual light saber-wielding villain Darth Maul (Ray Park) is a badass scenestealer in the tradition of Boba Fett, who first appeared in _Empire_.

The installment that _The_Phantom_Menace_ most closely resembles, however, is _A_New_Hope_. There's a wise elder Jedi Master, Qui-Gon Jinn (Liam Neeson), not unlike _A_New_Hope_'s Obi-Wan Kenobi. Obi-Wan is also in this episode, in a younger, wilder incarnation (played by Ewan McGregor) that recalls Luke Skywalker. Other similarities include a lavish celebration scene, the destruction of a space vessel, and the intricate, Princess Leia-to-the-next-level hair design of her future mother, Queen Amidala (Natalie Portman) of Naboo.

Unfortunately, _The_Phantom_Menace_ also falls into the same narrative rut that _A_New_Hope_ did in its first act, but to a much larger degree. After an interesting opening section, from Qui-Gon and Obi-Wan's rousing slice and dice through squads of battle droids aboard a Trade Federation spaceship to their rescue of Amidala from evil Federation forces on Naboo, the story gets bogged down in exposition once our heroes land on the desert planet of Tatooine. There, Qui-Gon discovers young Anakin Skywalker (Jake Lloyd), the future Darth Vader and focal character of this trilogy of _Star_Wars_ films. As Qui-Gon and Amidala's handmaiden Pradmé get to know "Ani" and his mother (Pernilla August), the film slows to a crawl. Making the proceedings no less tedious is the strained comic agony (as opposed to "relief") of Jar Jar Binks (Ahmed Best), a chatty Gungan who becomes Qui-Gon's sidekick. Far from lovable, I wanted to strangle the critter by his second scene.

Things pick up with the aforementioned pod race sequence (which, I must say, is every bit the thrill ride the _Jedi_ speeder bike chase is), only to fall into more talky exposition, which only serves to make _The_Phantom_Menace_'s main story needlessly convoluted and, as such, largely uninvolving. Basically the plot boils down to Amidala being violently strongarmed into a treaty with the evil Trade Federation, which has been working with the mysterious Darth Sidious (the "Phantom Menace" of the title), whose main enforcer is the deadly Darth Maul.

However, this is not to say that the first two-thirds of _The_Phantom_Menace_ is as dry as a Tatooine summer (or spring... or fall... or winter). Far from it--though the story may not keep one consistently engaged, there are other things that do. Always capturing one's attention--and imagination--are the state-of-the-art visual effects on display. One of the greatest delights of this and the other _Star_Wars_ films are the new worlds springing from Lucas's fervid imagination. Tatooine is the only familiar pit stop; also on the travel itinerary are the Coruscant (briefly seen at the end of the _Jedi_ Special Edition), the city-covered planet that serves as the home of the Galactic Senate; Naboo; and the Gungan's hidden undersea home on Naboo. Then, of course, there are the various effects used to populate the streets of these worlds with exotic alien creatures, as well as those used to depict the spaceways and the crafts that travel them. Some CGI shots are more convincing than others, but they never fail to be the slightest bit believable or intriguing.

The new troupe of actors holds their own against the largely digital landscape. Neeson exudes the right air of authority and solemnity as Qui-Gon, as does Samuel L. Jackson in a much-publicized cameo as Jedi Council member Mace Windu. While Mark Hamill and Carrie Fisher did not settle into their acting stride until _Empire_, Portman and McGregor have comfortably nailed down their roles in their first outing, though McGregor's fairly limited screen time is somewhat surprising. On the other hand, not so surprising is the fact that Lloyd is the weak link in the core four. In all fairness, he does an adequate job as a whole, but that does not mean that he's immune to the stiff and cloying moments that often befall child actors; prepare to cringe when Lloyd lets out a forced "Whoopee!"

The numerous slow patches ultimately just makes one more appreciative of the pure visceral excitement of the slam-bang third act. Lucas cuts loose, following no less than four concurrent battles in which many shots are fired from pistols and space craft, light sabers are crossed, energy balls are flung, and more than a little property is destroyed. The highlight by far is an exhilarating, series-best light saber duel pitting both Qui-Gon and Obi-Wan against that dastardly Darth Maul, who more than lives up to his pre-release hype.