3 ½ stars (out of 4)

"Star Wars: Episode I -- The Phantom Menace," like many another pop movie phenomena, becomes many things as we watch it: a vast science fiction epic and a huge moving-picture toy catalog. A twisted family saga of mock-Elizabethan sweep and a gigantic video game full of zaps and zowies. A dreamland voyage through lands of cockeyed marvels and a nightmare plunge into fear and horror.

Most of all, "Phantom Menace" is a highly entertaining and visually breathtaking movie, capable at times of rocking and delighting you. Taking most of its cues from other movies, TV, comics and pop culture in general, "Phantom Menace" often manages to make something grand and riveting out of what can often seem silly or artificial.

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This new movie in George Lucas' "Star Wars" series -- the fourth one he has made, despite being the first installment in the saga's chronology -- has something both magical and irritating about it. Irritating because of the burden of hype and expectation; magical because of the story's wide-eyed, wondrous tone and dazzling technique.

Lucas moves "Star Wars" back decades in time to the childhood of Luke Skywalker's father, Anakin Skywalker (who later becomes Darth Vader), showing us the backstory of the 1977-83 "Star Wars" trilogy. And as he pulls us back, he heightens the "once upon a time" quality these movies have always had.

As before, Lucas begins by plopping us right into the middle of the action, as another set of grandiose, receding movie-serial titles over black deep space informs us that "Turmoil has engulfed the galactic republic." While the "greedy Trade Federation" has put a stranglehold on the small and peaceful planet of Naboo, two Jedi Knights have been dispatched to settle the dispute.

Those knights are the magisterially calm and grave warrior Qui-Gon Jinn (Liam Neeson) and his wary, smiling protege, Obi-Wan Kenobi (Ewan McGregor). Qui-Gon is a new character, and a terrific one. But Obi-Wan, as "Star Wars" veterans know, will grow into the wise warrior-apostle played by Alec Guinness in the first 1977 film.   Now, the two sword-wielding diplomats are betrayed and nearly killed by a new black-robed villain, Darth Sidious and his dangerous cohort, Darth Maul (Ray Park), who appears later in the film. Surrounded by killer droids, the knights have to cut their way out with laser swords and then embark on a dangerous chase-quest, joined by Naboo's Queen Amidala (Natalie Portman) and her retinue, plus a screwball comic alien guide named Jar Jar Binks (voiced and modeled by dancer Ahmed Best of "Stomp"). Binks, an often-annoying Looney Tunes sort of weirdo, talks like a cartoon West Indian and moves like Robert M. Crumb's loosey-goosey "truckin' " comic shufflers.

Soon, the knights are off Naboo and onto sand planet Tatooine. There, we see every seed of "Star Wars" being planted, as the group meets an incredible towheaded slave boy named Anakin (Jake Lloyd). Though only 9 years old, this amazing prodigy designs, builds and flies Podracers (jet-engine Tatooine craft) and is hard at work constructing a fidgety protocol robot whom we recognize, even without his golden casing, as C-3PO (Anthony Daniels) -- and who eventually meets, for the first time, a feisty little droid named R2-D2. (Another old friend, Frank Oz's gnomish Yoda, pops up later.)

Finally, in this section, Lucas treats us to the film's most exciting sequence: the Podracer contest, which blasts off from a Colosseum-like setting and has the Sydney Greenstreet-style alien gangster Jabba the Hutt of "Jedi" as evil emperor. This scene, clearly modeled on the chariot race from "Ben-Hur," is a real showcase for Lucas' Industrial Light and Magic wizardry.

Dueling Podracers soar over the blazing Tunisian desert landscape with frightening speed and "Road Runner"-style cartoon hilarity, crashing and banging, flipping and flying. And, afterward, Anakin is ready to leave Tatooine and his mom (Pernilla August of "The Best Intentions") for Jedi Knight training.    Everyone arrives on capital city planet Coruscant in time for a dizzying series of political double-crosses, in which Senator Palpatine (Ian McDiarmid)--a man who bears a suspicious resemblance to the death-faced Emperor of "Return of the Jedi"--spins a few webs. Soon, we are in the middle of a series of battles and fights, complete with laser swords swinging and heroes dangling over the abyss.

Such is the story. But, complex as it is--and good as most of the actors are--reducing this movie to its plot misses its full impact. "The Phantom Menace" is a hokey tale, but it's also a gallery of mind-blowing visual treats, realized with incredible imagination and overwhelming detail by Lucas' ILM team. Whether it is showing blaster battles in a stunning Italian renaissance palace or a huge army of what looks like praying mantis robots, a glowing underwater world with big fish eating others or the sub carrying our heroes, this movie gorges us visually. One scene after another rolls past like a circus parade of living wonders.

"It's just a Saturday afternoon serial for children," Lucas insisted at his New York press conference. But of course he doesn't mean it. "The Phantom Menace"--Lucas' first solo writer-directorial effort since 1977--is a "kiddie movie" done with a technical bravura and visual splendor that are often staggering. David Lean might have made children's movies like this, if he had picked up C.S. Lewis' Narnia series.    If the movie fails, it's because Lucas can't quite give us human or alien characters to match his spectacular backdrops. Most surprisingly, he doesn't give us a believable Anakin Skywalker. In the earlier movies, you could accept Luke Skywalker as an idealized California teenager. But Anakin? Lloyd--whom Lucas spotted in the obnoxious Arnold Schwarzenegger Christmas comedy, "Jingle All the Way"--can be off-puttingly cocksure and bratty. (To give him his due, this cockiness can suggest a pint-size Darth Vader.) Here, he is a superkid of unbelievable superiority. Supposedly a slave, he has the time--and money--to construct complex vehicles and machines, including C-3P0.

At the opposite end of the believability scale are August, plus Neeson and McGregor, as fine a pair of Jedi Knights as you could wish for. Lucas, inspired by Akira Kurosawa's samurai, gives these two the same unhurried, glowering force Toshiro Mifune had in "Yojimbo" or "The Hidden Fortress." But Neeson adds a rock-steady quality.

Lucas has not directed an entire movie for more than two decades, but it's clear that both "The Empire Strikes Back" and, especially, "Return of the Jedi" missed his touch and eye--however much care he may have lavished on them as co-writer-producer. There is a warmth and glow to the images in "Phantom Menace" that imbue the whole film with a sense of exploration and joy that matches composer John Williams' soaring score. The movie has been rejected by some critics, but then didn't some critics reject fairy tales and fantasies?

Anakin aside, "Phantom Menace" is everything its admirers could have wanted: a shining fantasy of stars and war, a child's epic.


Directed, written and executive produced by George Lucas; photographed by David Tattersall; edited by Paul Martin Smith; production designed by Gavin Bocquet; music by John Williams; sound design by Ben Burtt; creatures effects by Nick Dudman; visual effects supervision by Dennis Muren, Scott Squires, John Knoll; animation supervised by Rob Coleman; produced by Rick McCallum. A 20th Century Fox release; opens Wednesday. Running time: 2:11. MPAA rating: PG.

Qui-Gon Jinn ............... Liam Neeson
Obi-Wan Kenobi ............. Ewan McGregor