I had lost hope in the Prequels when they first came out - disappointing isnt a strong enough word to explain it, but its the best I can do. So I came into this film with low expectations... I knew it wouldnt be great and I knew what it had to do to link up with the original Star Wars.

And then, this one surprised me (and still does).

The plot is taut, because it has to be (it has a lot of ground to cover). The universe that was made in Ep 1 has to change dramatically to become Ep 4. And the dialogue is mildly better (but still has its moments).

The opening action scene wowed at the time (and still does). And some of the duels are excellent - ObiWan vs Grievous was fun and (of course) ObiWan vs Anakin was superb - they had weight and impact and the swings actually "landed" (which is more than can be said for the other ones which just seemed to be dances).

And the acting is actually improved a bit - for a moment Christensen actually showed some talent (and he has shown this in other movies, just not in these). He lets himself have an instant of regret after one of his killing sprees before refocusing back to his "angry state." It makes me wonder about how much emotion could have been put into this movie with a different director.

McGregor is the best actor here. Portman shines, but is underused. Jackson is wooden in this. And McDiarmid over acts and loses his sinisterness - he is better in the shadows in this role, either sitting or standing still. When he does something more (even walking starts to get too much), he loses all believability (which is a shame as he is a fine actor in other roles).

The score still remains typically 'Star Wars' - great. The costumes have evolved again (it has been great watching the costumes change through these movies). And the CGI is great in this - every background has something moving in it.

There are flaws with this film - many of them that I have not already touched on, but others have so I wont.

But, overall this movie is fun, and a good way to spend over 2 hours. And by the time the helmet comes on at the end, you are there in the moment, holding your breath, waiting for that epic scuba sound to start.