As now-Senator Padmé Amidala returns to Coruscant to vote on an important Senatorial matter, an assassination attempt on her life prompts the Jedi Council to send Jedi Knight Obi-Wan Kenobi and his Padawan Anakin Skywalker to protect her and find out who the assassin is. As this is happening, a rogue Jedi named Count Dooku leads separatists on Geonosis to rebel against the Senate. Supreme Chancellor Palpatine moves for a vote for a Republic Army to protect the Republic, as there has not been a full-scale war since the formation of the Republic. As Obi-Wan's investigations lead him to Kamino, he finds a massive clone army being produced, with a bounty hunter - the last of the Mandalorians - named Jango Fett as the master clone. As he chases the elusive bounty hunter, Jango (and his cloned son Boba) leads Obi Wan to Geonosis, where he meets Count Dooku and finds a startling revelation about the former Jedi. As Anakin is left behind to protect Padmé, his feelings for her grow into something more than friendship. From Naboo to Tatooine, it grows into love for her. But when a tragedy strikes Anakin's life, he begins slipping away from the Light Side of the Force, and perhaps from the Force itself.

The most densely plotted and incident-rich instalment of the saga so far, Attack of the Clones builds on the nascent political divisions of The Phantom Menace and weaves into them a story of personal tragedy. It's 10 years since Episode I, and Anakin Skywalker (Hayden Christensen)is now a troubled and troublesome teenager who chafes at the restrictions imposed by his mentor Obi-Wan Kenobi (Ewan McGregor, slowly transforming himself into Alec Guinness). Anakin's apparently unrequited love for Padme Amidala (radiant Natalie Portman) is just one cause of friction: a bounty hunter called Jango Fett (father of Boba) is trying to assassinate Padme, now the Senatorial representative of Naboo; the renegade Jedi Count Dooku (Christopher Lee) is leading a breakaway federation of disgruntled systems threatening war; and someone has ordered the secret construction of a massive clone army. For much of the running time the insidious influence of Darth Sidious is felt rather than seen as his invisible hand guides apparently unrelated events, from Jar Jar's unwitting instigation of a disastrous Senate decision to Jango Fett's revelatory role at the centre of the conspiracy. Attack of the Clones is a tale of both Machiavellian political drama and doomed romance; it's epic war film and silly comic-book fantasy combined. Along the way it has fun with the conventions of Chandleresque detective fiction as Obi-Wan explores the seedier side of Coruscant, and incorporates the noble warrior ethos of Crouching Tiger, Hidden Dragon in its portrayal of the Jedi order. And just when the script threatens to become too portentous the tone is lightened by tongue-in-cheek self-referential dialogue, as well as the reuniting of robotic clowns R2D2 and C3PO. It's also the first live-action film to be shot entirely digitally, allowing for an unprecedented integration of CGI and live action: thanks to its dizzyingly impressive digital effects this is the first Star Wars film to portray the beginning of a full-scale war; and the now all-CGI Yoda finally gets to show his mettle in an eye-popping lightsaber duel. George Lucas orchestrates the multi-layered events with visibly more confidence than he did for Episode I. Ultimately, like the Empire Strikes Back, it's the bridging film of the trilogy and thus ends on an equivocally bittersweet note. Many questions remain unanswered, but one thing is certain: the Clone Wars have begun.--Mark Walker

It is not what's there on the screen that disappoints me, but what's not there. It is easy to hail the imaginative computer images that George Lucas brings to "Star Wars: Episode II--Attack of the Clones." To marvel at his strange new aliens and towering cities and sights such as thousands of clones all marching in perfect ranks into a huge spaceship. To see the beginnings of the dark side in young Anakin Skywalker. All of those experiences are there to be cheered by fans of the "Star Wars" series, and for them this movie will affirm their faith. But what about the agnostic viewer? The hopeful ticket buyer walking in not as a cultist, but as a moviegoer hoping for a great experience? Is this "Star Wars" critic-proof and scoff-resistant? Yes, probably, at the box office. But as someone who admired the freshness and energy of the earlier films, I was amazed, at the end of "Episode II," to realize that I had not heard one line of quotable, memorable dialogue. And the images, however magnificently conceived, did not have the impact they deserved. I'll get to them in a moment. The first hour of "Episode II" contains a sensational chase through the skyscraper canyons of a city, and assorted briefer shots of space ships and planets. But most of that first hour consists of dialogue, as the characters establish plot points, update viewers on what has happened since "Episode I," and debate the political crisis facing the Republic. They talk and talk and talk. And their talk is in a flat utilitarian style: They seem more like lawyers than the heroes of a romantic fantasy. In the classic movie adventures that inspired "Star Wars," dialogue was often colorful, energetic, witty and memorable. The dialogue in "Episode II" exists primarily to advance the plot, provide necessary information, and give a little screen time to continuing characters who are back for a new episode. The only characters in this stretch of the film who have inimitable personal styles are the beloved Yoda and the hated Jar-Jar Binks, whose idiosyncrasies turned off audiences for "Phantom Menace." Yes, Jar-Jar's accent may be odd and his mannerisms irritating, but at least he's a unique individual and not a bland cipher. The other characters--Obi-Wan Kenobi, Padme Amidala, Anakin Skywalker--seem so strangely stiff and formal in their speech that an unwary viewer might be excused for thinking they were the clones, soon to be exposed. Too much of the rest of the film is given over to a romance between Padme and Anakin in which they're incapable of uttering anything other than the most basic and weary romantic cliches, while regarding each other as if love was something to be endured rather than cherished. There is not a romantic word they exchange that has not long since been reduced to cliche. No, wait: Anakin tells Padme at one point: "I don't like the sand. It's coarse and rough and irritating--not like you. You're soft and smooth." I hadn't heard that before. When it comes to the computer-generated images, I feel that I cannot entirely trust the screening experience I had. I could see that in conception many of these sequences were thrilling and inventive. I liked the planet of rain, and the vast coliseum in which the heroes battle strange alien beasts, and the towering Senate chamber, and the secret factory where clones were being manufactured. But I felt like I had to lean with my eyes toward the screen in order to see what I was being shown. The images didn't pop out and smack me with delight, the way they did in earlier films. There was a certain fuzziness, an indistinctness that seemed to undermine their potential power. Later I went on the Web to look at the trailers for the movie, and was startled to see how much brighter, crisper and more colorful they seemed on my computer screen than in the theater. Although I know that video images are routinely timed to be brighter than movie images, I suspect another reason for this. "Episode II" was shot entirely on digital video. It is being projected in digital video on 19 screens, but on some 3,000 others, audiences will see it as I did, transferred to film. How it looks in digital projection I cannot say, although I hope to get a chance to see it that way. I know Lucas believes it looks better than film, but then he has cast his lot with digital. My guess is that the film version of "Episode II" might jump more sharply from the screen in a small multiplex theater. But I saw it on the largest screen in Chicago, and my suspicion is, the density and saturation of the image were not adequate to imprint the image there in a forceful way. Digital images contain less information than 35mm film images, and the more you test their limits, the more you see that. Two weeks ago I saw "Patton" shown in 70mm Dimension 150, and it was the most astonishing projection I had ever seen--absolute detail on a giant screen, which was 6,000 times larger than a frame of the 70mm film. That's what large-format film can do, but it's a standard Hollywood has abandoned (except for IMAX), and we are being asked to forget how good screen images can look--to accept the compromises. I am sure I will hear from countless fans who assure me that "Episode II" looks terrific, but it does not. At least, what I saw did not. It may look great in digital projection on multiplex-size screens, and I'm sure it will look great on DVD, but on a big screen it lacks the authority it needs. I have to see the film again to do it justice. I'm sure I will greatly enjoy its visionary sequences on DVD; I like stuff like that. The dialogue is another matter. Perhaps because a movie like this opens everywhere in the world on the same day, the dialogue has to be dumbed down for easier dubbing or subtitling. Wit, poetry and imagination are specific to the languages where they originate, and although translators can work wonders, sometimes you get the words but not the music. So it's safer to avoid the music. But in a film with a built-in audience, why not go for the high notes? Why not allow the dialogue to be inventive, stylish and expressive? There is a certain lifelessness in some of the acting, perhaps because the actors were often filmed in front of blue screens so their environments could be added later by computer. Actors speak more slowly than they might--flatly, factually, formally, as if reciting. Sometimes that reflects the ponderous load of the mythology they represent. At other times it simply shows that what they have to say is banal. "Episode II-- Attack of the Clones" is a technological exercise that lacks juice and delight. The title is more appropriate than it should be. --ROGER EBERT

First, the bad news, and what devastatingly bad news it is. Jar Jar Binks has been brought back for Episode II, presumably in a last-ditch attempt to shift millions of tons of dolls. Unrepentant, producer-director George Lucas has declared that Jar Jar stays in the picture, but pointedly gives him a more high-status role: speaking in the senate, even proposing historic changes to the constitution. Even worse news is that Tattooine's insidious Faginesque slave- trader is back too, hook-nose and all, shruggingly revealing that he has sold Anakin Skywalker's mother. He actually says the words: "Business is business." Oy. The dialogue is every bit as clunky as we come to have to expect from the great man (despite a co-writing credit for Jonathan Hales), and however state-of-the-art his effects are, when it comes to nouns, adjectives, conjunctions and the like, Mr Lucas has got out his trusty crayon. Sadly many of the performances marry up to this writing style in an ecstatic merger of form and content. Natalie Portman, a mere bud of dullness in Phantom Menace, has blossomed into a fully-formed flower of bad acting here, her head and ears winsomely framed in a different outlandish post-Leia hairstyle in every scene. Hayden Christensen is the actor who has been chosen to play Anakin Skywalker, and on his shoulders rests the burden of showing the moral complexity of the entire epic: how this profoundly gifted Jedi warrior should have turned to the dark side. Unfortunately, Christensen's armoury of facial expressions is modestly stocked. Moreover, Anakin not only has a ponytail, but also a thin length of braided hair trailing winsomely over his shoulder. As the mighty Yoda would say: "Like a wussy 12-year-old girl he looks." The good news is that the effects unleashed by the geniuses of Industrial Light and Magic really are remarkable - more than 100 gobsmacking, jawdropping set pieces, too intricate and detailed to describe here. On this front, Episode II delivers in a very big way. Where this movie comes alive is in its final act, the closing hour or so of this slightly stately two-hour-23-minute film. And it comes to life when the forces of Good and Evil unveil themselves, unambiguously, for a big showdown. Specifically, the excitement kicks in with the appearance of Christopher Lee as the sinister renegade Jedi Count Dooku - a character uncannily similar in function to Saruman in The Lord of the Rings, even down to the thrilling mano-a-mano contest he has with Yoda, like the Gandalf confrontation. When Lee comes on, the film's IQ seems to treble, and it's a pleasure and a relief to see an actor who both enjoys what he is doing and is old enough to shave. The plot turns on a secessionist drama: solar systems are threatening to break away from the Galactic Republic, with Dooku behind it, along with the shadowy and superbly named Darth Sidious. (Who else? Darth Nuendo? Darth Vasion? Darth Tergalactic-Warfare?) A civil war is brewing, but not like the American civil war. The wise heads and Jedi Knights in charge of the Republic do not, apparently, have a problem with slavery. This plot is tied up with assassination attempts on the inexpressibly lovely Padme Amidala (Portman), so the Republic assigns two Jedis to protect her: the smitten Ani (Christensen), and his mentor Ewan McGregor who is still playing Obi-Wan Kenobi in the same boring stuffy backdated-Alec Guinness way. "Why do I get the feeling that you're going to be the death of me?" says Kenobi to his young charge, and there is a frisson all over the cinema. For the headstrong, mercurial young Ani Skywalker is already showing signs of the evil about to grow in him. The death of his mother triggers a terrible murderous rage in Ani - let down, sadly, by Christiansen's pouting face which suggests more than anything else the orphanhood of Bambi. Can it be long before he starts trying the fast, jerky stride invented by Dave Prowse for Episode IV, like a baby taking its first steps? The rest of Lucas's storyline is very involved. The "clones" of the title are a genetically engineered army secretly commissioned for the Republic's defence, but whose existence is covered up a sinister convocation of plotters. Obi-Wan gets a rainswept fight scene with bounty hunter Jango Fett, during which everyone around me in the auditorium was stifling yawns. But however indulgent and wayward it all is, the strands are pulled together for a rousing finale in which the only real disappointment is the reappearance of R2-D2 and C-3PO, who used to have one of the great comic double-acts in modern cinema history, and now are just minor, and pretty straight, supporting players. This movie is an improvement on the execrable Phantom Menace: never less than a watchable, entertaining spectacle. Its attempt at complexity and ambiguity is engaging, even admirable, although this is partly still the contrived "prequel" effect of creating storylines which have to look startling and unexpected, even though we all know where they're heading. Everything now hinges on Episode III, which will be boxed in by the films either side. Can the callow Christensen make Ani's Luciferian conversion to evil look convincing? Does Lucas have the courage to make this temporary triumph of evil look as resounding as it needs to be? Realistically, Episode III is where the great epic will end in the public mind - with the victory of the Dark Force. Will Lucas have the nerve not to insist on some cop-out way of sugaring this pill? I fear the worst, but Episode II is enjoyable stuff, and a new, if short- lived, hope. --Peter Bradshaw

There are two different ways of looking at the career of George Lucas. You could say he's a dedicated cineaste who has stuck to his last for some 30 years, creating a centre of technical excellence at his Californian Skywalker Ranch that has advanced the art of the cinema, and producing and directing the cinematic equivalent of a roman-fleuve which, if not exactly comparable with Balzac or Proust, might stand beside JRR Tolkien and Terry Pratchett. You could also say that having had the good fortune to emerge as a moviemaker at a time when the international film culture was peculiarly rich and the public appreciation of cinema approaching something like maturity, Lucas energetically led the way in infantilising the medium and lowering the tastes of two generations. It's now 25 years since Star Wars proved a surprise worldwide success, providing two central phrases to Ronald Reagan's political vocabulary ('the Evil Empire' and the film's title used for his Strategic Defence Initiative) as well as one that entered the language of the idealistic young - 'May the force be with you'. The wipe-dissolves evoked old- fashioned Hollywood serials, the allusions to Kurosawa and Riefenstahl alluded to international masters. It led to two sequels, but after a gap of 16 years, these three films were redesignated IV, V and VI. They now take their place in a sextet, preceded by Episode 1: The Phantom Menace, Episode II: Attack of the Clones (which opens this week), and Episode III, as yet unnamed, which should arrive in a year or so. Being prequels, they dispense almost entirely with suspense. We know that the Galactic Republic will temporarily be replaced by the Evil Empire; that Jedi Knight, Obi-Wan Kenobi (Ewan McGregor), will mature into the mystic leader played by Alec Guinness; that his apprentice, Anakin Skywalker (Hayden Christensen), will become the villainous Darth Vader; and that the children born to Anakin and Princess Padmé (Natalie Portman), will eventually be his sworn enemies as Luke Skywalker and Princess Leia. Where once there was an element of surprise in the later movies, there is now a feeling of inexorability. The film's biggest laugh comes from its best line - Obi-Wan's exasperated remark to his reckless sidekick Anakin: 'You'll be the death of me.' Diehard Star Wars fans were disappointed by the talkativeness of The Phantom Menace though it's more likely that what was wrong was the muddled exposition about an economic war in which the Trade Federation was breaking away from the Republic. The new movie doesn't make that mistake. It begins with a mighty explosion, an assassination attempt against Padmé, the beautiful queen of the verdant planet Naboo, who has given up her throne to become a galactic senator. Obi-Wan and Anakin are appointed to be her bodyguards, and a second attempt to kill her by using poisonous centipedes (a nod in the director of Dr No) is followed by an airborne car chase through a Blade Runner-style city concluding (in true Hollywood style) with the assassin being shot dead just as she's about to name her employer. Thereafter, the movie divides into parallel narratives as Anakin escorts Padmé to Naboo, and Obi- Wan heads off to investigate the rain-lashed, modernist planet of Kamino, where creatures resembling the aliens from Close Encounters are manufacturing an army of clones, apparently for the Republic. This dual narrative enables Lucas to reduce the contemplative stuff to a minimum by cutting to whatever chase is in progress. He can also paint, with the broad strokes of a billposter, the development of the petulant, impatient, but essentially decent Anakin into a potential authoritarian. Topical stuff this. It may well be that a scene where the princess and Anakin frolic in an Alpine meadow, closely resembling the opening of The Sound of Music, is intended to evoke Austria and nascent fascism. There's no question about a later scene, modelled on John Ford's The Searchers, in which Anakin finds his ravaged mother in a rebel camp and massacres every member of the tribe that abducted her. It's intended to show the political direction his anger is taking him and suggest a connection with the authoritarian attitudes of John Wayne. The twin narrative strands come together on the sandy planet of Geonosis, where another army of clones is being created by the wicked ex-Jedi knight, Count Dooku, played by Christopher Lee. Lee's emblematic presence echoes the role of his Hammer Horror comrade Peter Cushing as the icy Grand Moff Tarkin in the first Star Wars. Equally, it links Lucas's world directly to that of Tolkien through Lee's performance as the evil wizard Saruman in Lord of the Rings. Here Lucas pays homage to Roman epics with an adroitly staged engagement between assorted monsters and the human trio. The film's neatest comic touch emerges when the android C-P30 quite literally loses his head and has it restored to him by his dumpy, squeaking android chum, R2-D2. This precedes a series of climactic light-sabre fights, the final one featuring the 2ft tall Yoda and the 6ft 6in Count Dooku, which elicited something close to a standing ovation from the audience I saw it with. With five down and one to go, it's possible to say of the Star Wars cycle that this is brightly packaged cinematic junk food disguised as spiritual sustenance for a secular age. The special effects are remarkable, yet somehow numbing, and the film only partly lives up to the promise in the title of Lucas's company, Industrial Light and Magic. His dialogue is, except when wisecracking in James Bond/Batman mode, still open to the charge made by Harrison Ford during the shooting of the first Star Wars: 'You can type this shit, George, but you can't speak it.' --Philip French