It's a decent film clearly aimed a new generation of younglings. On that account, I'd give it 3 1/2 stars. Portman gives a flat performance, and Jar Jar's annoying -- though little kids probably like him. Neeson is engaging as always as Qui-Gon. The pod race is cool and visually impressive. The duel at the end was great. Sad that sweet little Anakin will go through such a hard life. Btw, virtually all the ships in the film -- large and small -- are models, not CGI.