Note: spoilers inside.

I remember watching the first teaser for Episode VII. I remember watching it jump through the viral circuits, exciting a rabid fanbase with the hurtling body of a Millennium Falcon, the blaring brass of a John Williams soundtrack, and the pure, childish energy that only a Star Wars film could provide. I remember when J.J. Abrams brought Star Wars back to theaters, a full decade after the last feature film, and I remember how strongly it succeeded in introducing fans and newcomers alike to a cast of new, lovable characters and an assortment of old favorites, setting up the new trilogy to come.

One year later, I can’t say I remember much about Gareth Edwards’ Rogue One.

Rogue One seems to find itself entirely consumed by endings and farewells. It almost doesn’t feel like a spoiler to say that, yes, every protagonist in this movie dies, and the film is wholly built to move the storyline towards that finale instead of serving what has always been at the heart of Star Wars: those charming, ragtag faces with a playful and infectious chemistry. We don’t spend much time learning about Jyn, the orphaned and distant loner, or Cassian, the Alliance fighter with a long history of regrets performed in the line of duty. Nor do we spend much time at whatever planet we happen to visit in the first third of the film, hopping from one planetary establishing shot to another in a quest to hit all the required plot points on our way to Character Development Landing Pad and Climactic Final Battle Location.

Make no mistake: the first two-thirds of Rogue One serve as exposition and setup for the glorious, glorious battle of Scarif, and those first two acts are, for the most part, boring and entirely forgettable. Meaningful introductions and expository development are eschewed in favor of recognizable Hollywood features that quickly establish where we are, who we’re following, and why they’re doing what they’re doing. The pacing is jarring and doesn’t give the viewer time to take in the characters and their surroundings; planets feel more like isolated set pieces, and characters feel like shells for the plot, acting out their established roles in the historical event of Rogue One. Their lack of hope in a world dominated by the Empire’s looming presence comes off in a way that doesn’t allow us to know the characters at a personal level and doesn’t allow us to feel a strong empathy for.

In some regard, the forgettable, everyday fighter is exactly what this darker spinoff strives to portray. Yet, this is the main reason much of the film doesn’t work: nothing in the first two acts of Rogue One really matter or build up towards what becomes the formation of the titular unit. Instead, the film meanders — it knows where it needs to end up and how to send itself off, but it doesn’t really know where the journey should start or where it should take us along the way. Without a proper introduction, the film’s long, beautiful goodbye ends up missing a couple marks.

Still, that’s not to say that the third act wasn’t a tremendous relief for the gut-sinking feeling I had as the minutes passed and my hope waned further and further into the dark corners of my seat. Once the battle of Scarif gets going, it’s hard to take your eyes off, and the film doesn’t take its foot off the pedal until the final credits roll. Dark and muddy sequences give way to fresh and lively guerilla-style antics, with a youthfully skittish and mobile camera hopping from one spot to another as rebel fighters jump through tropical shrubs and leg-sweep troopers into unconsciousness.

This sequence flows seamlessly into the arrival of the rebel alliance fleet, bringing in the giddy flights of fancy that only a Star Wars film can provide: X-Wing formations screaming over foot soldiers, AT-AT Walkers stomping through palm trees and getting ripped apart by air forces, TIE fighters meandering through graveyards of floating ship wrecks. This is one of the longest, most beautiful, most entrancing and invigorating battles the Star Wars franchise has blessed upon my eyes, and it’s a wonderful mix of traditional space battles, WWII-esque beach invasions, and bright and sunny Vietcong-style guerilla warfare.

In some ways, it feels at home in the Star Wars universe we’ve come to know and love, yet there is so much more visible destruction and loss of life on display here. The camera doesn’t turn away when someone gets swung by an explosion, but moves in closer to emphasize the hell of war and the sacrifices that everyday soldiers make. And though Rogue One certainly plays its part in propping up the protagonists as war heroes, it also pays tribute to those who have always lived at the edges of the frame, bleeding into the landscape of battle.

The protagonists’ deaths are a mixed bag. The martyrdom theme is heavily at play here as each member of Rogue One faces their demise in battle: from Baze charging straight into the heat of fire Butch & Cassidy-style, to Cassian and Jyn holding hands on a tropical beach as the Death Star engulfs them. Although some contrast is needed to distance them from the many, many alliance fighters ripped to shreds in the blink of an eye, it does go overboard at times. Still, it’s quite refreshing to see so many bodies thrown through the air by on-screen explosions, and the less glorious deaths of Chirrut, Bodhi, and multiple X-Wing squadron leaders are unexpectedly horrific for a Star Wars film.

All of this mixes into a chaotic, 45-minute long battle on Scarif, but the interplay between the many moving pieces is expertly weaved. Yes, they repeat over and over again exactly what needs to be done for group X to give group Y the ability to relay the message to group Z, but it never feels anywhere near as artificial as all of the exposition that comes before it in acts I and II, and it never takes you out of the moment or gets confusing. Even when it’s all over, when the transmission is out and Rogue One is left to history, the film propels itself onward into an amazing handoff sequence with a terrifying Darth Vader, a newly hopeful Princess Leia, and a perfect feed into Episode IV.

And so I’ll end with this: the first two acts are entirely forgettable and plot driven. The character backstories and motivations are contrived, most of their personalities are non-existent, and the transformational arcs required for them to join up as Rogue One are half-baked. We don’t get to appreciate the planets they visit or the galactic world they live in, but view things in a very isolated plot-motivated set-piece sort of way. It all feels like a slightly enhanced and fantastical version of your standard Hollywood action sci-fi. And yet, when the final act gets going, it truly is something to behold. It’s one of the most perfect battle sequences that’s been played out in the Star Wars universe, despite some cheesy bits of martyrdom, and it gives so much more weight to the film that started it all. Once it lands, It never seems to lose its footing; it goes on and on and on like a beautiful lucid dream, evaporating into 5 seconds of breathless wonder when you finally wake up in reality.

For those 5, ecstatic seconds, I can forgive everything that came before it.

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