The theme, the story, the acting, have been covered thoroughly by other reviewers here, and I won't cover these topics yet again. On the whole I agree with the majority that all of these were excellent.

The film would have been excellent in all respects were it not for two factors that I haven't seen discussed much, if at all, elsewhere. One of these is artistic and the other a combination of artistic and technical. First, the sequences of Joel's "internal" mental scenes as Clementine is being erased from his memory are too long - two or three or even six or seven surreal and poignant fading memories would have been plenty - by the time I'd seen what seemed like a dozen or more the point(s) had been made, I began to check my watch, waiting for the _story_ to move onward, Second, the excessive hand-held camera work is annoying. I realize that this cinematographic style is a current fad, but it was really quite distracting particularly in the first 45 minutes or so. While it never reached the nausea level, the continual camera motion kept me from getting "into" the film for quite a while. The overall feel of the film is clearly intended to be surreal, rather than real, so, with due respect to the director's expertise, I would maintain that the realism implied by the hand-held camera actually interfered with the intended artistic impression.

I started out expecting a 9 based on reviews; halfway through the film this had dropped to a 5 or so; by the end I was back up to an 8, which would have been 9 except for the two factors I've just mentioned.