Little story (albeit with a complicated plot), even less acting, and hundreds of special effects.

Our tale revolves around a conflict between the galactic Trade Federation, and a small planet, Naboo, ruled by the teenage Queen Amidala (Natalie Portman). Hoping to effect a diplomatic solution are two Jedi knights, Qui-Gon Jinn (Liam Neeson) and his young apprentice Obi-Wan Kenobi (Ewan McGregor).

Unfortunately, their trade summit, to take place on the mother ship of the Federation's blockade of Naboo, is nothing but an ambush. A fish-face Federation viceroy, under the secret command of Darth Sidious, a dark lord of the Sith, orders his droid army to attack the two Jedis. Interestingly, the viceroy sounds a lot like Charlie Chan, and immediately conjures up memories of bad king-fu movies.

Never fear, though, our heroes are Jedis, and are able to escape. They land on Naboo, and encounter a strange amphibian creature who is part lizard, part donkey, and is all obnoxious. He is a Gungan, named Jar-Jar Binks (voice of Ahmed Best). The Gungans live under water, and mostly try to avoid the Naboo human types, who live on land.

The Jedis convince the queen that she must leave Naboo, to plead her case to the Senate, located on the capital planet of Coruscant. This, she reluctantly agrees to do, so the queen, her entourage, the two Jedis, and Jar-Jar head for the capital.

Since their ship is damaged in running the blockade, they must stop for repairs on the planet of Tatooine, home of Anakin Skywalker (Jake Lloyd). Repairs will be difficult, since they don't have any of the local cash.

Anakin, soon to be Darth Vader in another movie, is a slave owned by Watto, a parts dealer. Watto, who looks like a miniature winged walrus with a hook nose, has all the parts needed to fix the ship. He agrees to a bet whereby Anakin can enter a pod race. If Ani wins the race, he gets his freedom and the Jedis get the parts. If he loses, the Jedis give up their spacecraft.

Amazingly, Ani wins the race, despite fierce competition from the murderous Sebulba.

Anakin's many talents are noted by Qui-Gon Jinn, who believes that he is the Chosen One--the one who will bring balance to the force. Ankakin's mother Shmi, (Pernilla August) in the film's best perf, discloses that he was the product of a Virgin birth! Shmi knows that Ani's destiny lies elsewhere, so she lets him go off to Coruscant with our heroes.

On the capital planet, our friends meet up with Senator Palpatine (Ian McDiarmid), who's also Darth Sidious--but we/they aren't supposed to know that yet. Palpatine informs the queen that the Senate is mired in bureaucracy, and will do nothing to help Naboo.

At first, Amidala doesn't believe this, but soon sees that he is right, and demands a no-confidence vote for the weak Chancellor Valorum (Terence Stamp). Of course, this doesn't help her subjects very much, so the Jedis decide that they must convince the Gungans and Naboo humans to fight together against the Federation.

Look out, though, because Darth Sidious has just dispatched his ace student Darth Maul (Ray Park) to finish off the Jedi. And, as an added bonus, it looks like his alter ego, Palpatine, will become the new Chancellor.

At this point, we become very confused about the Jedi. Qui-Gon Jinn and Obi-Wan Kenobi introduce young Anakin to the Jedi Council, to be signed up for Jedi training. The Council agrees that he is the Chosen One, but...they don't choose him! He will have to be trained in secret by Qui-Gon.

What's more, even both Jedis at once are not enough to overpower Darth Maul. To do that requires one of them, Obi-Wan, to force Darth Maul to fall through one of the endless shafts, omnipresent on Star Wars sets. Sadly, Qui-Gon is also killed, but makes Obi-Wan promise to train Ani, as his dying wish.

Meanwhile, back on Naboo, the local army has defeated the bad guys, and Anakin has single handedly knocked out the blockade.

Inexplicably, even though their scheme has caused the deaths of untold Nabooians, the viceroy and his group are free to go, but are admonished by the Queen that she will tell on them to the Senate if they ever do that again.

If the prospects of computer-generated creatures fighting it out aren't enough to dampen your spirits for this pic, the emotional letdown of the baddies being sent off without so much as a wrist slap will definitely do the trick.

Deciding on the best performance was relatively easy, having to choose between Pernilla August and Terence Stamp, since Stamp's role was only a cameo. Determining the worst performance would be much more difficult, since the entire cast appeared quite unhappy with the proceedings, apparently because Lucas was far more concerned with directing the computer creatures than the live actors.

As Jack Mathews said in the New York Daily News, "Who knows? When he gets around to making the third trilogy, he (George Lucas) may require no cast at all."