What was the worst movie you've seen upon 2nd viewing?

Josh tweeted that Dark Knight Rises was "even worse upon second viewing" and it got me thinking. What's the worst movie I've ever seen upon second viewing? I have to go with Phantom Menace. Blinded by the excitement of the first Star Wars movies in so many years, I gave it a passing grade the first time around but nearly vomited when I saw it the second time. Please discuss.