With help from a local, the cowardly but fast-talking Jar Jar Binks (a digitally created character featuring the voice of Ahmed Best), Qui-Gon and Obi-Wan smuggle the queen off the planet before she can be captured. En route, their ship is damaged and they're forced to land on Tatooine, a desert planet with a gambling-based economy.

Lacking the proper barter, as well as the parts to repair their spacecraft, it appears the rebels may be stranded there. Worse, they're being tracked by the evil Sith lord Darth Maul (Ray Park) and his even-more-diabolical master, Darth Sidious.

Fortunately, Qui-Gon and Obi-Wan encounter a young boy, Anakin Skywalker (Jake Lloyd), who may provide the answer to their problems. Anakin agrees to help them raise funds — by participating in a dangerous pod race. And in return, Qui-Gon promises to help free the enslaved youth, whom he suspects may be Jedi material.

Yes, that is a lot of plot to follow in one movie. And that's only the setup for the second half of "The Phantom Menace."

Unfortunately, that means there's a lot of dialogue to help explain these situations, which is where the film bogs down. But things pick up considerably in the second hour, with some thrilling action and effects scenes that more than make up for any lapses.

Not too surprisingly, there's also a great deal of "Star Wars"-specific in-jokes and references, and the story development has more than a few things in common with "A New Hope."

And it should be noted that there are quite a few biblical and other Judeo-Christian references, from some obvious Christ parallels to the actual pod race, which pays tribute to the most famous scene in "Ben Hur."

What audiences will be looking for most, however, are the effects, which are dazzling, and which help set up some terrific action sequences (in particular, the pod race and a huge battle toward the end).

As mentioned, acting isn't exactly the film's strong point, though Neeson makes a charismatic Jedi Master. And despite the fact that he doesn't have that much to do in this first installment, McGregor does a good job aping Alec Guinness' speech inflections. He and Neeson also display more-than-adequate flair for the physical side of their roles.

Portman's part requires her to do more acting than you may be expecting (you'll have to see it to understand). And while Lloyd is a bit stiff, he's at least as good as other child actors his age, and he seems to be having fun.

Besides, the starched quality of the acting seems to be what director George Lucas required from his cast. And it's certainly not enough to spoil anything.

"Star Wars: Episode I — The Phantom Menace" is rated PG for some violent clashes, gunplay (or blasterplay) and a lengthy light saber duel, as well as a pair of mildly vulgar flatulence and excretion gags.