The previews gave you thrills. The wait drove you crazy. Finally, after all that, the opening weekend arrived and you were among the first to get a ticket. You grabbed popcorn, found a great seat, and smiled as the lights dimmed.

And then it sucked.

There’s nothing worse than a movie that shows great promise, then fails to deliver. If it’s just bad, you regret the money and time wasted. If it’s terrible, you wish you could erase the memory from your brain and punish those responsible.

Sadly, a lot of movies fit that description. Here, I modestly suggest, are the nine most disappointing movies of all time:

9. Showgirls. I know you’re thinking, but wait… let’s take a trip back in time.  It’s 1995: Elisabeth Berkley and Gina Gershon are smoking hot young actresses, featured in a movie about strippers, Vegas, and girl-on-girl action.  It had trailers like this. It looked like it would be two hours of Phoebe Cates coming out of the swimming pool. Any straight guy under the age of 40 was at least be curious and intrigued about the film, if not counting the days until its release. What we didn’t know was that it would be a dreary, humorless 128 minutes of boredom.  Worse, it turned out that Berkley, naked or not, seemed awkward, unsexy, and ridiculous in every scene she was in.  Her dance moves sparked unintentional laughter in theaters.  Oh, and just for good measure, the producers of this film threw in a shocking, violent rape scene to somehow turn the would-be 2am Cinemax movie into a grim revenge drama.  Not quite the cheap thrills people were expecting…

8. The Return of the Jedi. In 1983, George Lucas had yet to tarnish his franchise with the “prequel” disasters. The first two films were beloved blockbusters. The Empire Strikes Back, arguably the best and most memorable movie in the original Star Wars trilogy, set up this film to deliver a fantastic close to a three-part epic. Han Solo was frozen. The rebellion was in trouble. Luke was wounded, humbled, and ready to settle the score once and for all with Darth Vader. There was no reason to imagine that Lucas could screw this up. And what did he do? Re-do the “blow up the Death Star” finish from the first movie, put a jabbering fish-creature in charge of the rebel forces, and drop a bunch of animatronic teddy bears in the middle of the film. Somehow, the movie was still vaguely satisfying, but filmgoers would be forever haunted by the silliness of an ewok army and the closing “dance around the campfire” scene.

7. Godzilla (1998). In the summer of 1997, I was at an opening weekend screening of Jurassic Park 2: The Lost World, and before the film, they showed this teaser trailer for a remake of Godzilla by the producers of the smash 1996 hit Independence Day. The crowd went wild. A few people literally jumped out of their seats. It seemed likely that Godzilla was bound to be the biggest hit of the following summer, if not the decade. If only the movie lived up to the teaser! Instead the next summer brought a movie starring — I’m not making this up — Matthew Broderick (Ferris Bueller) and Hank Azaria (Moe from The Simpsons). The movie itself was dull and unoriginal, seemingly constructed out of old scenes from the Alien and Jurassic Park films. Worse, the special effects were unimpressive and murky, with almost the entire film set in the middle of a rainy night, which seemed to suggest the filmmakers hoped we wouldn’t look too closely at the screen. Worst of all, the movie reduced one of the most beloved, classic monster movie icons, Godzilla, to nothing more than a giant crazy dinosaur with no personality. Not only did the producers of Godzilla deliver a dud of a movie, they tarnished the franchise upon which it was based.

6. Godfather: Part III. With the first two Godfather films each winning an Oscar for best picture, and widely viewed as among the ten greatest films of all time, the third chapter in the Godfather series had two tough acts to follow. This 1990 dud has a few memorable moments, but it will mostly be remembered for a) Al Pacino’s wild over-acting, b) the glaring absence of Robert Duvall, and c) the scene-wrecking presence of Sofia Coppola. Pacino spends the whole movie screaming at the top of his lungs (in the sixteen years since Godfather II, he lost any sense of restraint). Sofia Coppola looks awkward and confused every time she is on screen. George Hamilton (?) has a big role in the movie. In short, the film is a mess. I wish it had never been made. Almost as much as the remaining movies on this list…

5. Alien 3. Why must third films in a trilogy be so terrible? Is there some strange, unseen law in the universe that corrupts and infects the third acts in filmmaking? Anyway, Alien and Aliens are both science fiction classics. The first is a quiet, creepy, suspenseful haunted house story set in space. The second is a thrilling, action-oriented adventure that mixes humor and terror brilliantly. The third film wasn’t as thoughtful as the first, or as much fun as the second. It was just noisy, dark, and repetitive. Worse, it’s just utterly forgettable. Newt, that adorable girl from Ripley saved in Aliens? Ooops, she died while they slept. Oh, and there’s an alien loose in a steamy space station… just like the first movie, only with more techno music and loud noises! Director David Fincher would go on to make some great films, but this one was a truly awful and needless piece of filmmaking.

4. Rocky V. Many of us refuse to even acknowledge that this film exists. The original Rocky won Best Picture (deservedly so, I’d argue). The next three were increasingly campy and silly movies, but still entertaining. My best friend and I still quote from Rocky III all the time (“Prediction? Pain!”). At the end of Rocky IV (1985), our hero defeated the towering, murderous, steroids-inflated Ivan Drago, in Moscow, on Christmas Day, for free. So where could they possibly take the series after this? Moviegoers got the answer five years later with Rocky V: Balboa discovers he has brain damage, goes bankrupt, moves back into a rough Philly neighborhood, and starts managing some meathead boxer named “Tommy Gunn,” who eventually betrays him. Rocky ends up beating up Gunn in a street fight outside a bar. The End. If you never saw this fiasco, you might think I just made that up. But I didn’t: they spent months working on scripts for a fifth Rocky movie, and this was the best they could come up with. In a 2008, Sylvester Stallone told BBC interviewer Jonathan Ross that if asked to rate the Rocky V himself, he would give it a zero. Sounds about right to me.

3. Spider-Man 3. Spider-Man and Spider-Man 2 were both fantastic adaptations of a classic comic book, setting new marks for how smart and entertaining superhero movies could be. And then this happened:

2. Star Wars Episode I: The Phantom Menace. Many would put this movie at number one, and deservedly so. It’s hard to describe the intensity of the anticipation for this movie before its release in 1999, and to overstate the crushing disappointment with this film once it hit the screen. It was the prequel to the most iconic and beloved film trilogy of a generation. People camped out for months in front of theaters to have good seats for the premiere. So what went wrong? Let’s see:

• George Lucas was so enamored with new special effects technologies, he insisted on creating a fully digital character for the film: Jar Jar Binks. Goofy, incoherent, and cartoonish, Jar Jar added nothing to the story. Six year olds might have enjoyed the stuttering, stumbling lizard man, but not the rest of us. Each time he shows up on screen, a tiny piece of me dies.
• In the first three Star Wars movies, the idea of “the force” served as a compelling mystical, philosophical element to the story. Luke became powerful because he believed and learned to trust the force. In this movie, we learn that it’s actually just some chemicals (midi-chlorians) in your blood that make you a good Jedi. So the Force is like having anemia or something? Lame.
• Jake Lloyd, the boy chosen to play Anakin Skywalker might have been the worst child actor in the history of film. He almost single-handedly destroyed the movie.
• Natalie Portman was inexplicably coached to speak her lines in a strange accent that seemed to be a mix of 80-year-old Kate Hepburn and an automated customer service telephone robot.
• The script sucked. Lines that Lucas wrote for this film include: “Yippeeeee!” and “‘Now THIS is pod racing!”

Depite all this, if you were to skip every scene in this movie that included Anakin or Jar Jar, there was still some cool action sequences and a thrilling light-saber duel between Obi-Wan and spooky, sinister Darth Maul. Those fleeting moments of coolness spare this film from taking the overall #1 most disappointing movie spot. Which goes to…

1. Matrix: Revolutions. In 1999, The Matrix premiered in the same summer as Episode One, and provided a stark contrast. The Matrix was everything the plodding, tired Star Wars prequel wasn’t: fresh, stylish, innovative, and original. It blended an unlikely mix of science fiction, mind-bending philosophical puzzles, and kung fu fighting into an entertaining surprise hit. Its original style, with 360-degree freeze-frame sequences, comic-book physics, pulsing techno music, and the trench-coat-and-sunglasses look spawned countless imitators. The movie’s impact on pop culture was viral. People quoted the film in classrooms, offices, and bars (and still do): “Take the red pill”… “Free your mind”… “There is no spoon”… “Stop trying to hit me and hit me”…

Underlying all this was an intriguing story: the human race had become enslaved by machines, crammed into pods, where they became little more than bio-electrical “batteries.” The “matrix” provided humans with a simulated reality that replaced their ability to see the real world. Neo (Keanu Reeves) discovers the truth, realizes he has special abilities inside the matrix, and that he may be “The One,” who can free the human race. The sequel, Matrix: Reloaded, while not quite as well-received,still delivered an exciting film that left viewers with an astonishing cliffhanger to ponder until the final act of the trilogy arrived. Web sites like this, this, and this popped with essays, articles, and discussions of the symbolism and philosophical questions raised by the films.

So when Matrix: Revolutions lit up screens in 2003, fans expected answers and a fitting sense of closure to the story. Most than that, the hoped for the same originality that fueled the first two films. Instead the films’ creators, the Wachowski brothers, cranked out a dud that lacked everything that made the first two films memorable. Most of Matrix: Revolutions takes place “outside” the Matrix, in the real world, and machines try to attack the remaining free humans living in in an underground colony called Zion. As a result, it was like countless other movies that pitted robots or aliens against humans: lots of guns, lasers, explosions, and chase scenes. It looked like a bad imitation of a Terminator or Aliens Starship Troopers, or (ouch) Star Wars: Episode One. What a difference four years made…

But worst of all, it failed to deliver a satisfying close to the trilogy. The ending is too convoluted and complicated to summarize here, but they key problem: Neo doesn’t free humanity from the Matrix! Most people will continue to live their lives in the “dream world” that Morpheus railed against. Almost as an aside, we learn that humans who “want to be freed” will be allowed to leave. But how the hell will that work, since they don’t know they’re in a fake reality?

The ending is all noise, special effects and flashing lights, but as a work of storytelling, it fails completely. Imagine if the empire remained in power at the end of Star Wars, or if the Kobra Kai bullies beat Daniel at the end of Karate Kid, or if Chief Brody failed to kill the shark at the end of Jaws… Fans of the film who bought into the premise of the original film were robbed. In the end, the audience was supposed to happily accept that most people would remain blindly lost inside the Matrix. Truth and freedom? Just optional. You call that a “revolution”?

The blue pill, it turns out, was just fine after all.