This is a brilliant film nearly destroyed by two pretty big flaws.
1. The majority of the action scenes are poorly shot
2. The film is something like 70% exposition
This film could be called Exposition the movie. And while it's fun learning about Inception and the dream world, it becomes incredibly tedious and unnecessarily complex for its own good.
The reason I take marks away because of the excessive exposition is because most of it is not needed. For instance, during the Mr. Charles gambit, Levitt explains the gambit, why it's needed, how it works, and what the consequences are. But some of this information is already available. Like the fact that the projections will start seeking them out because they sense something is wrong. This was established much earlier in the film, so it's redundant information. And as Leo does the Mr. Charles gambit, it becomes fairly obvious what he's doing and why. So we really didn't need Levitt to explain this. It's as if Nolan is afraid the audience wont be aware of the stakes...every other scene in this film is like the Death Star strategy meeting towards the end of Star Wars A New Hope. The film is filled with these unnecessary moments of exposition. It's as if Nolan doesn't trust the audience, or it's possible, the studio wanted him to explain everything ad naseum because they were afraid people would check out of the movie from confusion. But exposition is usually a last ditch effort to explain stuff that can't be expressed in the plot...and the exposition in Inception could've been cut in half (at least), if Nolan was a little less cerebral and little more cinematically clever...this is one my biggest problems with him as a filmmaker. He thinks too much and doesn't let the medium work for him as it should (ironic, considering he made Memento).
The upside is the film is incredibly engaging, funny, thrilling and really keeps your mind working. There's never a point where you can just sit back and zone out, letting explosions, tits, gunfire, fighting, and swearing wash over you like a warm bath, like the majority of Hollywood blockbusters that require you to leave your brain at the door.
All the performances are exceptional, but sometimes it's a bit difficult to understand some of the dialogue, mainly from the foreigners in the film...Watanabe, and Cottilard.
The complexity of the film is invigorating, because of all the different levels of action going on in the dream world. This is where Nolan's overbusy mind is a strength rather than a weakness. But I would've like to have seen him collaborate with another writer (his brother perhaps) in order to help with that ridiculous exposition.
Edited by Ambler - 7/6/12 at 7:34am