As imminent conflict brews between the powerful Trade Federation and the peaceful planet of Naboo, Jedi Master Qui-Gon Jinn and his apprentice Obi-Wan Kenobi travel to Naboo to warn the Queen of the galactic fallout which is to follow. Eventually, Naboo is invaded forcing the Jedis to evacuate the planet with the Queen and her court. They travel to the desert planet of Tatooine where they meet a slave boy called Anakin Skywalker who is evidently one with the Force. They enlist his help in fighting the war, while the Jedis confront one of the Dark Jedis behind the invasion, Darth Maul, while his master Darth Sidious continues to lead the invasion as a "phantom" behind the scenes.

George Lucas transports audiences back to the future with Star Wars: Episode I, The Phantom Menace, the first instalment of a prequel trilogy in which the director imagines the foundation for the entire six-part saga. Reflecting the symbolic and mythological bases of at least five story arcs, The Phantom Menace wields a newly emerged, youthful vibrancy courtesy of Lucas' invigorating return to the director's chair and his healthy respect for the emotional sources of fantasy. Despite receiving a storm of adverse criticism (notably for Jar Jar Binks) Lucas continually fascinates with his ability to place his characters--some new, some old, some CGI--in the same dramatic situations posed in the original trilogy: whether it be the juxtaposition of primitives with technologically advanced societies or the timeless battle between good and evil, the very familiarity of these recurring scenarios and rhythms galvanises the viewer. Of course, the state-of-the-art visual effects contribute mightily to the final impact. Much has been written about the kinetic Pod Race sequence (compared favourably with the chariot race in Ben Hur) and the War and Peace-style military battles, but even these events are upstaged by the new planetary vistas: consider the Romanesque grandeur of Naboo, the underwater city of Otoh Gunga illuminated by Art Nouveau lamps, the decadent brio of Tatooine, or the dizzying skyscrapers of the city planet Coruscant (imagine Blade Runner in daylight). Despite the beauty of his iridescent images, Lucas exercises discipline, cutting fast within frames filled with rich detail and activity. As a result, The Phantom Menace lends itself to repeated viewings.

If it were the first "Star Wars" movie, "The Phantom Menace" would be hailed as a visionary breakthrough. But this is the fourth movie of the famous series, and we think we know the territory; many of the early reviews have been blase, paying lip service to the visuals and wondering why the characters aren't better developed. How quickly do we grow accustomed to wonders. I am reminded of the Isaac Asimov story "Nightfall," about the planet where the stars were visible only once in a thousand years. So awesome was the sight that it drove men mad. We who can see the stars every night glance up casually at the cosmos and then quickly down again, searching for a Dairy Queen. "Star Wars: Episode I--The Phantom Menace," to cite its full title, is an astonishing achievement in imaginative filmmaking. If some of the characters are less than compelling, perhaps that's inevitable: This is the first story in the chronology and has to set up characters who (we already know) will become more interesting with the passage of time. Here we first see Obi-Wan Kenobi, Anakin Skywalker, Yoda and R2-D2 and C-3PO. Anakin is only a fresh- faced kid in Episode I; in IV, V and VI, he has become Darth Vader. At the risk of offending devotees of the Force, I will say that the stories of the "Star Wars" movies have always been space operas, and that the importance of the movies comes from their energy, their sense of fun, their colorful inventions and their state-of-the-art special effects. I do not attend with the hope of gaining insights into human behavior. Unlike many movies, these are made to be looked at more than listened to, and George Lucas and his collaborators have filled "The Phantom Menace" with wonderful visuals. There are new places here--new kinds of places. Consider the underwater cities, floating in their transparent membranes. The Senate chamber, a vast sphere with senators arrayed along the inside walls, and speakers floating on pods in the center. And other places: the cityscape with the waterfall that has a dizzying descent through space. And the other cities: one city Venetian, with canals, another looking like a hothouse version of imperial Rome, and a third that seems to have grown out of desert sands. Set against awesome backdrops, the characters in "The Phantom Menace" inhabit a plot that is little more complex than the stories I grew up on in science-fiction magazines. The whole series sometimes feel like a cover from Thrilling Wonder Stories, come to life. The dialogue is pretty flat and straightforward, although seasoned with a little quasi-classical formality, as if the characters had read but not retained "Julius Caesar." I wish the "Star Wars" characters spoke with more elegance and wit (as Gore Vidal's Greeks and Romans do), but dialogue isn't the point, anyway: These movies are about new things to look at. The plot details (of embargoes and blockades) tend to diminish the size of the movie's universe-- to shrink it to the scale of a 19th century trade dispute. The stars themselves are little more than pinpoints on a black curtain, and "Star Wars" has not drawn inspiration from the color photographs being captured by the Hubble Telescope. The series is essentially human mythology, set in space, but not occupying it. If Stanley Kubrick gave us man humbled by the universe, Lucas gives us the universe domesticated by man. His aliens are really just humans in odd skins. For "The Phantom Menace," he introduces Jar Jar Binks, a fully realized computer-animated alien character whose physical movements seem based on afterthoughts. And Jabba the Hutt (who presides over the Podrace) has always seemed positively Dickensian to me. Yet within the rules he has established, Lucas tells a good story. The key development in "Phantom" is the first meeting between the Jedi Knight Qui-Gon Jinn (Liam Neeson) and the young Anakin Skywalker (Jake Lloyd)-- who is, the Jedi immediately senses, fated for great things. Qui-Gon meets Anakin in a store where he's seeking replacement parts for his crippled ship. Qui-Gon soon finds himself backing the young slave in a high-speed Podrace--betting his ship itself against the cost of the replacement parts. The race is one of the film's high points, as the entrants zoom between high cliff walls in a refinement of a similar race through metal canyons on a spaceship in "Star Wars." Why is Qui-Gon so confident that Anakin can win? Because he senses an unusual concentration of the Force--and perhaps because, like John the Baptist, he instinctively recognizes the one whose way he is destined to prepare. The film's shakiness on the psychological level is evident, however, in the scene where young Anakin is told he must leave his mother (Pernilla August) and follow this tall Jedi stranger. Their mutual resignation to the parting seems awfully restrained. I expected a tearful scene of parting between mother and child, but the best we get is when Anakin asks if his mother can come along, and she replies, "Son, my place is here." As a slave? The discovery and testing of Anakin supplies the film's most important action, but in a sense all the action is equally important, because it provides platforms for special- effects sequences. Sometimes our common sense undermines a sequence (for instance, when Jar Jar's people and the good guys fight a 'droid army, it becomes obvious that the droids are such bad fighters, they should be returned for a refund). But mostly I was happy to drink in the sights on the screen, in the same spirit that I might enjoy "Metropolis," "Forbidden Planet," "2001: A Space Odyssey," "Dark City" or "The Matrix." The difference is that Lucas' visuals are more fanciful and his film's energy level is more cheerful; he doesn't share the prevailing view that the future is a dark and lonely place. What he does have, in abundance, is exhilaration. There is a sense of discovery in scene after scene of "The Phantom Menace," as he tries out new effects and ideas, and seamlessly integrates real characters and digital ones, real landscapes and imaginary places. We are standing at the threshold of a new age of epic cinema, I think, in which digital techniques mean that budgets will no longer limit the scope of scenes; filmmakers will be able to show us just about anything they can imagine. As surely as Anakin Skywalker points the way into the future of "Star Wars," so does "The Phantom Menace" raise the curtain on this new freedom for filmmakers. And it's a lot of fun. The film has correctly been given the PG rating; it's suitable for younger viewers and doesn't depend on violence for its effects. As for the bad rap about the characters--hey, I've seen space operas that put their emphasis on human personalities and relationships. They're called "Star Trek" movies. Give me transparent underwater cities and vast hollow senatorial spheres any day. --ROGER EBERT

Over the 20-plus years since its release, George Lucas' "Star Wars" has influenced so many lives that the writer-director's friend Francis Ford Coppola suggested, more or less seriously, that he turn its philosophy into an organized religion. Whatever its virtues, and it certainly has them, "Star Wars: Episode I The Phantom Menace" is not going to change anyone's life or method of worship. It's only a movie, and, like the unmasked Wizard at the end of Oz's Yellow Brick Road, a much less impressive one than all the accompanying genuflection would have you believe. That excessive hype has to be a factor in the perhaps inevitable disappointment we feel. Unlike its illustrious predecessor, this film was not able to sneak into America's consciousness on tiny intergalactic feet. Instead, it had its arrival trumpeted, it's been truthfully said, on the cover of just about every magazine except the New England Journal of Medicine. But even without the pre-release hoopla, "The Phantom Menace" would be a considerable letdown, as Lucas and company either misjudged or did not care to re-create key aspects of what made "Star Wars" a phenomenon. While the new film is certainly serviceable, it's noticeably lacking in warmth and humor, and though its visual strengths are real and considerable, from a dramatic point of view it's ponderous and plodding. Seeing "Phantom Menace" not only makes us miss "Star Wars," it also puts that film's success into sharper perspective. The original may have been on the primitive side technically by today's standards, but it was light on its feet, it had an esprit and it wasn't self-consciously aware, as this one invariably is, of being the successor to the most popular series of films ever made. "Phantom Menace" also unintentionally underlines how much of "Star Wars' " success was due to the sassy elan of stars Harrison Ford and Carrie Fisher. No one in this film steps up and takes their place, no one delivers anything like the irresistible pleasure evident in Ford's self-mocking reading of lines like "Do you think a princess and me . . . ?" Part of the reason for this lack of wit is that 'Phantom Menace' is intentionally skewed quite young. One of its key protagonists, as anyone who cares knows by now, is 9-year-old Anakin Skywalker, the future Darth Vader, and many of the film's characters and situations are set up to please tender minds. "We're doing it for the wide-eyed 13-year-old," one of the film's key technicians told Premier magazine, not necessarily a pleasant thought for the rest of us. Premier also quotes creator Lucas saying that he's "never enjoyed writing that much, to me it's like doing a term paper." While that attitude didn't cripple "Star Wars"--and, in fact, Lucas brought in Lawrence Kasdan to work on the "Empire Strikes Back" and "Return of the Jedi" scripts --its effects, in combination with the grim persona of star Liam Neeson, weigh heavily on the current film. As Qui-Gon Jinn, the senior of the pair of Jedi Knights who are called upon to deal with a ticklish interplanetary situation, Neeson is saddled with a seemingly interminable series of dull, expository lines. "There is something else behind this," "There is something about this boy," "Be wary, I sense a disturbance in the force." Each line is unobjectionable by itself, but the cumulative effect of them, especially filtered through Neeson's somber, funereal reading, is deadening. Ironically, in Ewan McGregor, who plays Obi-Wan Kenobi in his youthful apprentice years, "The Phantom Menace" does have an actor with the zest and twinkle this film desperately needs. But though he will figure prominently in the next two episodes, McGregor's presence is no more than nominal here, his lively light hidden under a basket and the film unhesitatingly given over to Neeson's glum philosophizing. Like "Star Wars," "The Phantom Menace" begins with moving type on the screen setting the interplanetary scene, letting us know that "turmoil has engulfed the galactic empire." The greedy ogres of the Trade Federation are blockading the peaceful, we're-just-plain-folks-down-here planet of Naboo, ruled by youthful but feisty Queen Amidala (Natalie Portman in a weird Brillo-pad hairdo). While the windy Congress of Republics debates the issue, those previously mentioned Jedi Knights, "guardians of peace and justice in the galaxy," arrive in the neighborhood, precipitating an out-and-out attack on Naboo by an army of battle droids controlled by the Federation. The Jedi spirit the queen off the planet so she can personally plead her case before the congress, but before that can happen there's an emergency stop on the sandy planet of Tatooine (where Luke Skywalker will grow up) for rest and repairs. On Tatooine, the Jedi and the queen come across young Anakin (Jake Lloyd), a strong-minded boy slave who, the knights discover, has an uncommonly potent amount of the Force within him. How to free Anakin from his nasty master Watto, save the threatened queen and her planet and avoid the two Dark Lords of the Sith, the nasty Darth Maul (effectively played by martial-arts-adept Ray Park) as well as the nastier and more shadowy Darth Sidious, is what the rest of "Phantom Menace" reveals. It's on Tatooine that the film's most involving sequence, an eye-catching and invigorating introduction to a form of motorized chariot competition (think "Ben-Hur" with jet engines) called "podracing," takes place. Young Anakin turns out to be better at this than any non-alien has a right to be, and watching him race is easily this film's biggest thrill. It's in this kind of visual creation of other worlds that "Phantom Menace" lives up to expectations and reveals its very real strengths. Not only in expected areas like spaceships and hardware but in the lovely imaginings of very diverse urban settings--the fabulous cityscapes of Coruscant, the elegant Nabooan capital of Theed (filmed in part at the Caserta Royal Palace near Naples) and Naboo's hidden underwater dwellings--this film evokes the sense of wonder that is lacking on its dramatic side. This is not the first epic to have considerably more feeling for alien worlds than human interaction. "The Phantom Menace" also showcases the initial appearance of the all-wise Yoda, the helpful droids R2-D2 and C-3PO, as well as a youthful Jabba the Hutt. But unfortunately for a film that has three times more computer-generated shots than any previous effort, its biggest miscalculation is a computer-generated sidekick. That would be Jar Jar Binks, one of a race of Naboo underwater residents known as the Gungan. Looking like a large and ungainly sea horse, Jar Jar, who inexplicably speaks in a kind of Caribbean patois, is a major miscue, a comic-relief character who's frankly not funny. The Gungan as a whole prove very difficult to understand, and when you can make out what they're saying ("You're in big do-do this time") you wish you hadn't. Despite its many shortcomings, "The Phantom Menace" is certainly adequate, and given the story's strong core idea and the residual power lurking in the Force, it's not necessary to dismiss it out of hand. It's just that the tale it tells isn't all that interesting; in fact, if Lucas wasn't partial to the idea of trilogies, "Phantom" could have been condensed down to a brief prologue tacked on the beginning of the next installment. To put the best possible face on things, maybe the Force's creator, like a canny strikeout artist, was willing to waste his first pitch before dazzling us with his best stuff next time around. --KENNETH TURAN

Nominated:Best Effects, Sound Effects Editing; Best Effects, Visual Effects; Best Sound

Nominated: Best Actor - Liam Neeson; Best Director; Best Make-Up; Best Performance by a Younger Actor/Actress - Jake Lloyd, Natalie Portman; Best Science Fiction Film; Best Supporting Actor - Ewan McGregor; Best Supporting Actress - Pernilla August
Won:Best Costumes; Best Special Effects

Nominated:Favorite Actor, Action/Science Fiction - Ewan McGregor, Liam Neeson; Favorite Actress, Action - Natalie Portman; Favorite Supporting Actor, Action/Science-Fiction - Jake Lloyd; Favorite Supporting Actress, Action - Pernilla August; Favorite Villain - Ray Park

Nominated:Best Fight - Ewan McGregor, Liam Neeson, Ray Park; Best Villain - Ray Park
Won:Best Action Sequence