I thought the initial argument that TPM was all special effects/no plot would disappear once people rewatched the movie, but it still seems to be around three years later. For example, an article I read about the Oscars mentioned one of the highlights of recent years was The Matrix beating the "vacuous" TPM in all the technical awards. Even the people who don't think TPM was empty usually complain that the visuals were so OTT that they distracted from the plot and characterisation that was there. I have to admit that on MY first viewing of TPM, I didn't really understand the plot either. But on every singe viewing afterwards, I gained new insight into the story and the characters' motivations. That, to me, is the sign of a film that will stand the test of time. I think part of the problem is that Lucas is layering the prequels with so much information (both visual and plot-wise) that some people can't just sit back and enjoy the adventure like they did with the original trilogy. Personally, I love what Lucas did with TPM. He didn't make a film that explained everything for the non-fans. I know this because I still get friends who aren't big SW fans asking me questions like "So what was that whole Queen decoy thing about?" or "What was with that politics stuff?" TPM jumps right into things and hardly ever pauses to allow the uniniated to catch up. I've also heard many compaints about the amount of detail that Lucas puts into scenes, especially the action sequences. We're used to seeing action films that use close-ups and other techniques to draw the audience's attention to the main focus of the action - usually the hero and villain. But Lucas doesn't do that. He paints a broader canvas (especially in the Gungan/Droid battle and the space battle) which allows the audience to choose where they want to look. True, many people just focussed on Jar Jar in the battle, but there is actually more interesting stuff going on in the background. People are even bashing the trailers for AOTC, saying Lucas is just throwing CGI at the screen again. That's not the way I see it. He's just adding more and more layers to give the settings and the action a more epic feel. Maybe some viewers lose focus on the content because of this, but I don't believe Lucas is to blame for that reaction. It's like a painter who adds so much detail to his canvas that not everyone can see the underlying themes. But they're still there. I think the "CGI overkill" is actually a continuation of Lucas's documentary style filmmaking that he adopted for ANH (i.e. the matter of fact presentation of otherwordly creatures and locations). He doesn't present each new effect as a "wow, look at me!" moment. Instead, it's just part of the background in the complex galaxy that the characters inhabit.