Starring: Hayden Christensen, Natalie Portman, Ewan McGregor

8 out of 10: Beyond all probability, the last fifty minutes of Star Wars: Episode III, Revenge of the Sith are so terrific it makes it all worth it: Jar Jar Binks, the entire running time of Attack of the Clones (the nadir of the series, the Ewoks song coming in second), the "I don't like sand" speech, the repetitious battles, ALL OF IT.

The first hour of George Lucas's last epic in the beloved Star Wars series doesn't indicate any of this. It's more of the same. The battles are tedious, special-effects extravaganzas with no more consequence expected or peril implied than a video game. The leads exchange their lines as if they're reading the minutes from the last city council meeting (when they're not exchanging what passes for witty repartee—equally as painful). For all the color and sound, and clashing and weird creatures, it's completely impotent.

And then.

And then George Lucas gets down to telling an actual story where something actually happens. And when he does it's magnificent. It may actually bring tears to your eyes. But more on that later. First, Lucas has to bore us to tears.

Sith opens with the theme and the crawl. There are some things that I react to with Pavlovian certainty. John Williams's Star Wars theme is one of them. I feel a rush, a sense of import, a sense of possibility every time I hear that opening "bwap" of horns and see that gigantic title "Star Wars." I am immediately in the State Theater in Spokane, Washington in the sixth grade.

The text crawl for the first film (which I refuse to call "A New Hope") gave us a completely sensible set-up: Death Star plans stolen by Rebels. Plans can restore freedom to galaxy from clutches of evil Galactic Empire. Okay, I got it.

Even The Empire Strikes Back and Return of the Jedi had crawls that gave efficient summaries of "the plot since you left." After that, in The Phantom Menace and Clones, they became textbook introductions to boring history chapters: "the taxation of trade routes to outlying star systems is in dispute" and "Senator Amidala, the former queen of Naboo, is returning to the Galactic Senate." Sith starts out as more of the same including references to the "Separatist Droid Army" (Huh? The skinny flamingo robots who get shot all the time have a separatist army? What's a droid's political agenda? Not to get shot all the time?). It doesn't bode well.

Neither does the entrance of two Jedi Knights, Obi-Wan Kenobi (Ewan McGregor) and Anakin Skywalker (Hayden Christiansen), swooping in to rescue the Chancellor. Though they appear to be in immediate, devastating peril, they both act as if they're taking their golf cart up a particularly steep embankment at the country club. "Always in a hurry," Obi-Wan quips as Anakin leaps about.

Thus follows another sequence of Perils of Pauline close-calls and near-death disasters. The mammoth ships groan as they hurtle towards the atmosphere of Coruscant! The numerous ships (supposedly packed out with clones and droids so who cares?) explode in fury! Yawn.

But at least the explosions were somewhat interesting. We next move to scenes on the planet where Princess Mary Kay Letourneau, I mean, Amidala reveals that she's pregnant ("Ani, I'm pregnant") and the whole thing dissolves into kissy-face stuff and declarations of fidelity ("No! I'm so in love with you!" and what may be one of the worst lines in movie history, "Hold me like you did by the lake in Naboo!"). Bring back the shooting gallery droids, please.

As this all grinds along, Lucas starts to jig for a plot with Anakin having some dark premonitions concerning Amidala's fate (P.S.: this civilization obviously opted for advances in space travel over obstetrics as everyone is unaware she's packing twins). Young Skywalker is sure that she'll die in childbirth so he begins to embrace the Dark Side of the Force, which may actually hold the key to preventing death (or bringing someone back from the dead; it's all a little hazy, but the Dark Side definitely isn't used as an alternative to ultrasounds).

He's prodded there by the malevolent Chancellor Palpatine (Ian McDiarmid, having a grand time coming to the fore) who spends a lot of time working on Anakin's fears and paranoia. Anakin, proving that his midichlorians (the little microbes that act as a litmus-test for Force-ness), haven't been paying too much attention in the last two movies, is dumb-founded ("You know the Dark Side???" he gasps).

Meanwhile, two very inconsequential battles wage on other planets. One concerns Obi-Wan, who does a search and destroy number on General Marketing and Toy Promotional Opportunity, I mean, General Grievous. Obi-Wan chases the General on a CGI iguana (called a Boga), which made me long for the real iguanas they used to use in cheap prehistoric movies like One Millions Years B.C., as well as for Raquel Welch. The other is a battle on the Wookie planet, Kashyyyk, which is spelled that way to make editors and critics look up the press kit for Revenge of the Sith to ensure they have it right. The best thing that can be said about it is that you can't understand the bad dialogue coming from the Wookies' mouths but I'm certain that one of them said, "I've searched my feelings and believe Ani is under stress" (which is what nearly everyone else is repeating in this segment).

It's pretty much the same `ol, same `ol.

And then, then Anakin turns to the Dark Side. It starts at a special ceremony where Palpatine officially acts as a wedge between Anakin and the rest of the Jedi. The Jedi want Anakin to spy on Palpatine; Palpatine wants to open Anakin's eyes to the duplicity of the Jedi. Anakin's own failings take it from there. Suddenly the movie is a breathless race to the finish, with seemingly not an extra moment to spare. References to the first film abound and Lucas creates more tension than VI, I, and II were able to put together amongst them. Nostalgia swells even as the film picks up the pace. It's a combination unlike any I can readily recall. The final duel between Skywalker and Kenobi is monumental and brutal, a clash between two sworn enemies who truly want to kill each other (and McGregor and Christiansen carry it off entirely).

What? George Lucas isn't just making these to sell M&Ms? He's got a story to tell? Yes, yes, he does and he's got such little time left to do it that you desperately wish he'd maybe have made just one great, whole prequel film, but no matter at this point.

The ending, anchored by John Williams's for-the-ages score is bittersweet and resonant in a way I had not thought possible; it completely changes one's viewing of the first film and leaves you with a sense of possibility and grandeur, a sense not present since the first film. Even some of the failings of I and II make more sense in the grand scheme of Lucas's final vision. The whiny Anakin of Clones is suddenly a necessary antecedent to dastardly Vader, as that acrid bile of envy and petulance becomes vicious hatred (one annoying caveat: Lucas has Vader do a "Nooooooooo!" fist-shake-at-fate that I thought The Simpson had parodied into oblivion; guess George doesn't watch The Simpsons). The devastated Jedi are former shells of themselves, having compromised their code and failed at their mission.

And he packs it all in the last fifty minutes. And it was all worth it. All of it. You were right, George.