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Part two of George Lucas’ Star Wars prequel trilogy is still cluttered and over-produced like the previous installment, but it’s a modest improvement over part one, thanks in large part to a solid final act. But man, oh, man, do you have a long tedious slog to get to that third act.

Lucas and co-screenwriter Jonathan Hale bank on cross-cutting story lines (ala Empire Strikes Back) to carry most of the film. Trouble is, one of those story lines is one of the lamest, most still-born love stories ever committed to cinema, and the other story line is a mystery lacking any suspense. In any case, these threads come together when Anakin Skywalker (Hayden Christiensen) and Padme Amidala (Natalie Portman) confess their love for one another while Obi-Wan Kenobi (Ewan McGregor) discovers the nascent Empire has created a gigantic army of cloned warriors. (I said it in a sentence. The movie takes about 90 minutes, and some of the dialogue will make it feel longer.)

Then there’s the third act (near?) redemption. Our heroes are reunited in a big gladiatorial arena where they have to battle some really nifty monsters, while Yoda opens a can of whoop-ass on a bad Sith dude played by Hammer horror legend Christopher Lee. Lee is one of the few naturals in the film, making every line work to his advantage — he’s just good at that shit, I guess. I wish there were more of him in the movie.

Oscar Nomination: Best Visual Effects