I'm trying very hard to be fair here. Given my high expectations and all the praise, it's hard not to bite back. So I'll temper my initial review ("Sitting through Inception was more disappointing and more frustrating than discovering my first girlfriend was cheating on me") with this one: "Inception buried everything that I might have loved about it 10 feet under things that were terrible."

What I hoped for: Dreaming as an exploration of character, plumbing the depths of people's imagination to discover their secrets and find out who they truly are. Dreaming as journey through fantasy: impossible landscapes, surreal physics. Something that might exist at the intersection of The Matrix, Eternal Sunshine of the Spotless Mind, and August Strindberg's A Dream Play.

And I trusted Nolan to deliver. In Memento and The Prestige, he gave himself a unique set of rules for telling a story and used them magnificently. In his Batman films, he found humanity amid tense action and explored deeper themes than you usually expect from a franchise blockbuster.

What we got: Exposition, exposition, exposition, bad action, bad action, bad action, wisps of story (and mostly the wrong story). Oh, and a lot of decently talented actors who never stopped being decently talented actors to become their characters (by my count, only two people had any motivation for their actions).

I've been asleep before so I didn't expect to need a primer on dreaming. But no, movie dreaming is full of rules. Roughly the first hour of Inception is dedicated to cataloging these: what happens when you die, how much time passes while you dream (mind you it changes when you have a dream inside a dream), differences between imagined and remembered places, the types of sedatives you need, how you know you're asleep, etc etc etc.

This becomes especially frustrating because many of the dream physics are quickly superseded by different dream physics. For instance, we're first told one thing happens when you die in a dream (which is important to establish a character's motivation), but then later we're told something else entirely will happen (because the movie would have had even less sense of danger if dying wasn't bad for our protagonists). Not only that, but some of these dream rules are nothing but Chekhovian peashooters- existing only to set up a single action later in the film.

To be completely fair, bits of this exposition take place against the backdrop of a gorgeous and surreal dreamscape (one of only two moments where dreaming feels magical).

Where was that sense of surreal dream non-reality distinctly lacking? The action sequences, which account for another hour of the movie.

There are two ways, in my estimation, to make action scenes exciting. The first one requires you to make the audience genuinely uncertain whether the protagonists can prevail. This is no easy task. Usually, it necessitates breaking narrative conventions so your audience can't figure out the plot points in advance. If we're at the one hour mark and a couple armed goons pop up, then you've got to work damn hard to convince me they can actually hurt the protagonist. Maybe you had a different experience with Inception, but I never held my breath when the guns came out.

The second way to make action scenes worthwhile is to make the action itself so damn fun or engrossing that the audience doesn't care if it can predict the ending. I know Bruce Lee is going to win his fight, but I'll watch it for the choreography. I've seen Wesley outfence Inigo a dozen times, but the quips could fuel dozens more viewings. There's no question that Axe Cop is going to kill the bad guys, but did I expect him to do it by hurling a baby with a unicorn horn? No. No I did not.

This is one of the failures of Inception for me. There's so much combat, but it all devolves into tired clichés (with the notable exception of some of Gordon-Levitt's scenes- the only other moment where I experienced anything dream-like). I always felt that the writers failed to exploit the infinite creative possibility available to characters like Neo and Hal Jordan, but dodging bullets and firing green blobs seems downright inspired next to Nolan's dream goons with their AK-47s.

So one hour of exposition, one hour of bad action, what's left? Half an hour of story or, rather, two stories. One story is about a business man wanting to steal from another business man in a convoluted way. Or something. I didn't care because the business men lacked any motivation and they kept getting in the way of what should have been the only story: unraveling Cobb's secrets.

What might have been: I've hated movies before and I'm not normally inclined to write reviews for them. So what's different here? Well, it's frustration that this could have been amazing when it was truly awful.

The premise has legs- sturdy, exciting legs. Dreaming is often a magical experience. Lucid dreaming, when it happens, is even more magical, giving your rational brain the freedom to play in an irrational world. Lucid dreamers sharing a dream? Fantastic. Lucid dreamers trespassing in dreams with weaponized imaginations? I don't know how you could ruin that premise.

And there was the kernel of something good in there- not just hallway good, but really damn good. I cared about Cobb's story. I wanted to watch Cobb's story. Unfortunately, two hours and fifteen minutes of terrible movie got in the way of Cobb's story.