First, it's got a lot more story than will fit into its 130 minutes. Despite various dissolves of people journeying across the countryside, there's not a good sense of time passage, and the result is a film that feels like a choppy number of set pieces. We're here at the lake. Now we're here on the mountain. Now we're here at Tir Asleen. It could almost have been a trilogy of movies in and of itself. (Originally there were to have been two more Willow films, but the narrow margin from the first cause Lucas to have the second two stories published in book form only.)

Secondly, the main character, Willow, is a mixed bag as a protagonist. He spends much of the time simply trying to protect the baby, and the rest he keeps demonstrating how little he knows about sorcery and how easily he's overcome in combat. He's oddly impotent for being the title character and hero of the tale. Even his final role in the defeat of Bavmorda is more a matter of his trickery and her clumsiness; granted, he shows a lot of pluck in going into the lion's den to rescue Elora Danan, but not much effectiveness in doing so.

Willow does have some bright moments. His best are his interaction with his wife and children (and I'll frankly confess that his reunion with his wife at the end brings a tear to my eye every single frickin' time I see the movie). Davis does as fine a job with the role as can be done; it's the overall story that treats him poorly.

As for the other characters ...

Madmartigan (Val Kilmer) kept reminding me of Han Solo, particularly the ruthless, vain, Greedo-shooting, mercenary smuggler from the first film. Good with a sword (blaster). Prone to charging his opponents even when outnumbered. Disdainful of the hick he's working alongside. Shamed into being a good guy. His redemption is as artificial as Han's, too.

As is the romance that develops between Madmartigan and Sorsha (Joanne Whaley). Sorsha's character is the most cardboard in the cast, starting off as the evil warrior princess seeking evil mom's approval, and then falling in love with the (magically) besotted Madmartigan because of some sweet talk and because he Fights Real Good — and not just falling in love, but going wholeheartedly into his camp and against her mom. And nobody says anything, but accepts her as one of the new good guys. Sh'yeah.