2. The Whole Queen-Padme Thing - Confusing, stupid, and pointless. It wasn't that the disguise was so mysterious that I was led astray; instead, it took a couple viewings to figure out that we were supposed to be confused by this obvious ruse ("I don't appreciate your ruse, ma'am").

3. No Cool Space Battles - Two things are necessary for a good Star Wars flick: lightsaber duels and space battles. Instead of seeing a potentially cool battle in the orbit of Naboo, we just get some brief glimpses of ships and R2-D2 doing his stuff. Where are the Tie Fighters and X-Wings, dammit! (also, can someone explain why in the opening shot they have a half-dozen huge warships, yet in the final battle there is only one?)

4. Everyone's On Ritalin - Where's the emotion? The passion? The pissy Lea and hot to trot Han? There were more monotone deliveries in Phantom than my college business finance class.

5. The Obvious Effort To Tie Everyone Together Before Episode 4 - Darth Vader built C3P0 and flew with R2-D2? Cameos by Jabba, Yoda, and the Emperor? It's not that I mind setting up to the old trilogy, but they're trying too hard -- and the believability factor at how a dozen of the most important people in the galaxy are all related to each other is getting low.

6. Politics Suck - Remember the first Star Wars? Wham! the Empire is in there, killing off the Senate with a brief mention, and that's all we need to know. Good guys, bad guys, the way a movie should be. Who the hell wants to see a Star Wars movie about trade sanctions and senate debates? Speaking of which...

7. The Bad Guys Really Aren't That Bad - Darth Maul aside, this was definitely a Zima crowd of bad dudes. Some pseudo-Asian flipper guys. Cute battle robots that seemed designed by Calvin Kline. A brooding soon-to-be Emperor who just makes vague threats. Man! Back in the day, Vader and crew tortured, wiped out entire planets, killed without remorse, and made us actually root for the good guys.

8. No Wonder The Jedi Went Extinct! - What is this, therapy? We get to see the most Jedi of any Star Wars film, and they spend most of the time sitting on their butts (I don't care how you argue against this - if you have Samuel L. Jackson in an action film, you better give him a big-ass gun or lightsaber and let him rip). Our two heroes were also rather apathetic, like they were trying to be Vulcans or something.

9. The Tatooine Connection - Hasn't the point been made that Tatooine is a really remote little dustball? Then, can someone explain why 3 out of 4 Star Wars films have had major adventures here? There was no reason for the film to go there other than nostalgia and a hankering to satisfy George Lucas' fetish for ugly looking planets.

10. Everything Else - Straight-to-video-game Pod Racing. A planet invasion with no cool battle scenes. Gunguns in general. Jar-Jar in specific. The midichlorian crap. Artsy-fartsy Naboo spaceships. The homage to Batman by climbing the walls with Batropes. The toning down of any remotely offensive violence for the kiddie crowd. Darth Maul has hardly any lines. The pointless celebration at the end.