Overall impression: It's still bad. The plot's convoluted (disputes over taxation of shipping lanes? Trade embargoes? THIS is what kicks off the greatest space saga in movie history?), and for a franchise that prides itself on its visual delights, there's way too much explaining going on that takes away from the magic Lucas wants to convey. The dialogue is dreadful (although the original STAR WARS really wasn't much better), there are more than a few dialed in performances, it's long, and there's a feeling of distance from the characters and their threads that make it difficult to really invest yourself in what's happening.
It's not all blight and disease (eww): as a purely visual experience PHANTOM has a lot to offer - when it works the effects are jaw-dropping, and a few scenes have as much excitement and energy as anything else out there. There are a couple fun performances, notably Ewan McGregor and Ian McDiarmid, and I'll even throw a bone to Jake Lloyd as the young Anakin Skywalker. If this had been a LITTLE RASCALS movie he would have stole the show. But Natalie Portman - what happened? Fence posts aren't that wooden (or that lovely. HOT-CHA!).
But ultimately there's a lot that gets in the way of what could have been a fun, no holds barred STAR WARS aimed at a younger generation. As great as the visual effects are, you no longer get the sense of physicality, of really being in the film. A lot was made of George Lucas's attempt to render the STAR WARS universe as completely digital as possible, but the lack of anything practical (excepting a few columns and tables) doesn't give the eye anthing to anchor on to in the scenes. I'm already watching the movie on a gigantic screen - why do I want that movie to look like it was projected on a screen as well?
In STAR WARS Lucas made a conscious decision that the environments would look lived in; everything was to feel like this was a documentary (Lucas's background) instead of something that felt contrived. That seems to have been left by the wayside as we are treated to one slick, busy image after another with scarely any room to breathe. When he scales back a bit on what's going on, it works beautifully. The shot below, of the Gungan army slowly appearing out of the fog, is gorgeous in its simplicity:
The problem with the over-abundance of the digital backdrops is , with a few exceptions, you no longer believe anyone is actually there.
And when you are content to simply believe, the movie slips into needless explanations. Why transform something as wonderfully mysterious as The Force into something so ridiculous and contrived that you're shaking your head in disbelief? Midichlorians? So The Force is nothing more than particles that can now be measured and analyzed? I guess that means that potential Jedi Knights are discovered via DNA testing. And as bad as the explanation for The Force is, I won't even begin to touch upon Anakin's "immaculate" conception...
That being said, the Pod Race sequence is fantastic, and one of the best things in any of the new films. There's a spirit of adventure and adrenaline that's lacking in many of the other action sequences. This spirit is also replicated with the light sabre duel between Obi-Wan Kenobi, Qui-Gon and the much under-utilized Darth Maul. It's a nice set-piece, but you're left feeling like all the potential for Maul was wasted; he skulks for a few scenes behind the Emperor, he rides a weird space Harley on Tatooine, and then after finally getting the chance to demonstrate his badass-ness, he's chopped in half, never to be seen again.
In fact, in PHANTOM none of the villains really work all that well. After re-watching twice, I'm still not sure if it was supposed to be a surprise that Senator Palpatine is the Dark Sith Lord. There's no real palpable (heh heh) sense of evil or foreboding anywhere in the movie. The "epic" battle between the Gungans and the droids is terrible: how did the Federation become so powerful if their droids are so inept?
softened somewhat to Jar-Jar Binks. He is a distraction in every one of his scenes, doesn't have the sense of being a fully realized CGI character like Gollumn in LOTR or King Kong do (and I'd argue that for both the Peter Jackson-directed version as well as the 1933 original), and many of the jokes fall flat. But looking at PHANTOM as a movie geared towards children, his presence makes sense, and works as a kind of portal for the piles of exposition in the film. The rest of the aliens do feel like bad stereotypes, although the cries of bigotry and malice were a bit much, you would have though Lucas would have had a clearer head on the matter. I would have been perfectly fine with most of the aliens speak in subtitles, although that probably would have made it harder for the age group PHANTOM was geared towards.