Shadows of the Empire

Co-screenwriter Jonathan Hales (The Scorpion King) seems to have had a good influence on Lucas's dialogue, excising some of the more embarrassing lines that appeared in an early draft of the script that was widely circulated online, which included Anakin's use of words like "wacky" and "gonzo" and Yoda's revelation that one character must be a villain because his name is Darth. There's still the odd bit of patently obvious exposition ("That's Anakin's signal. It's coming from Tatooine. What in the blazes is he doing there?" says Obi-Wan to his non-English-speaking robot) and silliness (pod-racer Sebulba, or a lookalike thereof, shows up briefly to say "Jedi poo-doo!"). But some of it is actually witty, like Obi-Wan's reference to the Jedi temple as the old folks' home. C-3PO's comedy bits, as in all the movies, can be a bit overbearing, but at least he's a familiar nitwit and unlikely to actually offend anyone but prissy Britons.

There is one significant misfire in the script, however, and it undoubtedly has to do with Lucas allowing his kids to come up with character names, as they did for Episode I. Dexter Jettster, Kit Fisto, Poggle the Lesser and Elan Sleazebaggano can duke it out for dumbest name that remains safely unspoken in full, but the grand champion has to be the name of the film's major antagonist: Count Dooku. Yes, it's pronounced exactly as you'd imagine, and yes, it makes any line of dialogue sound stupid -- even Ewan McGregor can't make "I'll never join you, Doo-Koo!" sound properly defiant. Though it helps that Dooku is played by the dignified Christopher Lee in a standout performance, and he gets a name change at the last minute, it's hard to be too afraid of a man whose moniker sounds like something Jar Jar stepped in.

Clone home: Natalie Portman and Hayden Christensen banter as R2 lurks in Star Wars Episode II: Attack of the Clones.

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Lee isn't used nearly enough -- he's sort of this movie's Colonel Kurtz, a renegade frequently talked about and eventually found in a dark corner of space with the tribes that are now under his command. Once he does appear, he owns the screen, taunting during light-saber battles the way we wished Darth Maul would have done. And when another master hits the battle -- call it Crouching Yoda, Hidden Saber -- you'll laugh, or cheer, or most likely both. Some of the CG still looks bad: Yoda's ears, for example, properly move like the old puppet's, but his digital facial expressions are often dubious. The film itself follows suit: Sometimes it bounces along, other times it feels forced. Kids and hard-core fans will love it regardless, and those who don't will nonetheless be talking about it for the next three years.