Some of the many things that were wrong with it, IMHO, were: the normally great Martin Scorsese was just out of his depth, I think, what with all the budget/time etc problems the film had and the finished movie looks like he wasn't keeping a tight enough rein on it. Also, the extensive editing that took place means that some scenes are a bit baffling and the overall movie lacks coherence. Next, I think none of the characters was likeable enough - the audience just didn't get involved enough in their struggles (DDL was great, but LdC was out of his depth and CD completely miscast). That said, it looked absolutely great and was beautifully filmed, but it just didn't hold my attention (and Scorsese has done some of the best epic-saga-type movies ever, in my opinion).