Star Wars: Episode II - Attack Of The Clones

The climactic lightsaber duel in "Star Wars: Episode II -- Attack of the Clones" has to be seen to be believed. It puts the awesome Darth Maul/Obi-Wan fight in "The Phantom Menace" to shame, and it's one of the big pluses in a mixed blessing of a movie that is a vast improvement over its immediate predecessor, but sometimes in fits and starts.

Any fan will have the same reaction to this showdown: As it's about to begin, you'll laugh, because with the characters involved the idea seems almost absurd. Then you'll cheer, because George Lucas knows you're laughing, and plays into it beautifully. Then your mouth will drop open in amazement. How did he pull this off? This is so cool!

Suffice it to say, this scene -- and the huge battle that surrounds it as the fabled Clone War begins -- is worth the price of admission all by itself.

But "Attack of the Clones" (isn't it funny how quickly we got used to that inane title?) begins on pretty shaky ground, with Jedi Master Obi-Wan Kenobi (Ewan McGregor) and his now-grown apprentice Anakin Skywalker (Hayden Christiansen, more on him later) assigned to protect the beautiful Senator Padmé Amidala (Natalie Portman), the retired queen of the planet Naboo, from an assassination threat.

Besides employing truly embarrassing dialogue to sow the seeds of inevitable romance between Padmé and Anakin (for they are to become the parents of Luke Skywalker and Princess Leia), these establishing scenes take place in a standard-issue sci-fi neon megatropolis where "Episode II's" first action sequence takes place -- an aerial speeder chase-and-rescue that's as unoriginal as its surroundings and brimming with even more clumsy banter.

But that chase helps set the plot into motion, and as the story congeals you feel the pieces of the "Star Wars" saga falling into place in a way that makes your spine tingle with revelation and excitement.

In one of two main narratives, Obi-Wan follows an interstellar trail of evidence to discover that a former Jedi named Count Dooku (Christopher Lee) has allied himself with those who would destroy the Republic and is preparing for war by building a droid army. Soon Obi-Wan learns of another huge army -- this one of obedient soldier clones copied from the DNA of the dangerous bounty hunter Jango Fett (whose son Boba is also a clone). These genetically engineered troops were secretly commissioned years ago by a rogue member of the Jedi Council and now may be the Republic's only hope for defending itself.

Meanwhile, Anakin escorts Padmé and her fabulous wardrobe of revealing gowns (she has costume changes for nearly every scene) back to her idyllic home world, where picnics by waterfalls and rolls in tall grass soon pose a conflict for the young knight and his Jedi vow of abstinence.

Yes, it's as corny as it sounds. But there's more than just hormones stirring inside the petulant, rebellious Skywalker. In spite of being saddled with Lucas's whiney dialogue, Christensen portrays with authentic ardency his character's growing understanding of the Force, his turbulent ego, his seething temper, and his bitter dissatisfaction and impatience with Obi-Wan's meticulous, restrictive tutelage.

"Episode II" has so much territory to cover, both politically and emotionally, that a lot of the story is told in conspicuously abbreviated cinematic shorthand. When Anakin returns to Tatooine to rescue his mother from Tusken Raiders (the "sand people" from the first "Star Wars"), for example, calamitous misfortune ensues within 30 seconds of finding her, leading to the first true glimpse of the Dark Side in the young Jedi. It's a powerful, pivotal scene, but it plays like Cliff's Notes put on film.

With war looming on the horizon, Anakin's and Obi-Wan's adventures converge, and the weakening Galactic Senate grants special war powers to the disquietingly Machiavellian president Palpatine (Ian McDiarmid), who then takes delivery of the clone army that never should have existed in the first place. Fans who know Palpatine's true identity will know exactly where this is going in "Episode III," even before they see the "clonetroopers" in their chillingly familiar white-over-black body armor.

"Attack of the Clones'" most significant improvement upon "The Phantom Menace" is in the performances, which are warm-blooded and less wooden this time around. George Lucas has given his actors some room to breathe. McGregor truly feels like a young version of Alec Guinness's Ben Kenobi from the original trilogy. Portman manages to sell the notion that the willful, rational Padmé could fall for stormy, bipolar Anakin against her better judgement.

But it's Christensen who carries the movie with his physical manifestations of defiance, antagonism and anger that subtly bring the man who will become Darth Vader into sharp focus for the audience without tipping Padmé off to the darkness within him.

Despite incredible special effects -- most of the sets, many aliens, entire battle scenes and Yoda are all computer-generated, although you wouldn't know it to look at them -- the prequel's silliest moments are its lesser action sequences, which seem designed to advance video game sales more than to advance the plot. Dodging asteroids? Been there. A fight on a giant factory conveyor belt? What is this, a Chuck Jones cartoon?

If "Phantom Menace" left a bad taste in your mouth, it may take a few reels to warm up to "Attack of the Clones" -- especially with C-3PO filling in for Jar-Jar Binks as this movie's patience-testing comic relief character. (The fan-panned Jar Jar himself is on screen only long enough to make one monumental error in judgement that changes the course of history and actually makes him fun to despise.)

But the good news is that once the puzzle pieces start clicking into place half way through the film, this chapter gets better and better, solidifying into an entertaining, exhilarating and ominous prelude of things to come.