Grade: C+

Verdict: Too close to "Phantom Menace" for comfort.

Details: Starring Ewan McGregor, Natalie Portman and Hayden Christensen. Directed by George Lucas. Rated PG for violence. Two hours, 23 minutes.

Rate it: Write your own review

Review: If you didn't think "Star Wars: Episode I--The Phantom Menace" was one of the worst movies ever made, please don't read any further. It'll just make you mad.

The buzz was right. "Star Wars: Episode II--Attack of the Clones" is better than "Phantom Menace." But it's not enough better. After the heroic grandeur of "The Lord of the Rings: The Fellowship of the Ring" and the zest and cleverness of "Spider-Man," George Lucas' much-anticipated fifth installment of the "Star Wars" saga just doesn't cut it.

Not that it will bother the zillions of fans whose steadfast loyalty to All Things Lucas has been impressive. And it probably won't matter to the occasional moviegoer who doesn't know the difference between Darth Maul and Count Dooku or which Fett is which. But this isn't the movie it should be, the one we hoped it would be.

It's 10 years after. The galaxy is in an uproar. Separatists are threatening to destroy the Republic. Padme Amidala (Natalie Portman) is now a senator, her term as elected queen having expired. But that doesn't stop someone from trying to assassinate her. Jedi Master Obi-Wan Kenobi (Ewan McGregor) assigns his apprentice, Anakin Skywalker (Hayden Christensen), to protect her. So they take off for Tuscany--I mean, the planet Naboo (it just looks like Tuscany)--while Obi-Wan goes planet-hopping to find out who's behind the assassination plot.

Meanwhile, back in the Senate chambers, Jedi Masters Yoda (voice by Frank Oz) and Mace Windu (Samuel L. Jackson) draw on their Jedi resources to figure out what's going on.

C-3PO and R2-D2 are back. They're still amusing. So is the infamous Jar Jar Binks (though only briefly). He still isn't.

The special effects are spectacular yet somehow airless. They dazzle but they don't thrill. All the CGI (computer-generated images) wizardry in the world can't duplicate the moment in "The Empire Strikes Back" when those giant snow robots, the AT-TE Walkers, are revealed.

Lucas' infatuation with the serials of the '30s and '40s, the inspiration for the original "Star Wars," is often talked out but seldom examined critically. "Clones" zips along, one peril after another, just like those wonderful old Saturday afternoon matinees; speed is one thing this movie has on its side. But "Flash Gordon," "Tim Tyler's Luck" and their ilk were not known for their deep characters or scintillating dialogue, something Lucas and co-writer Jonathan Hales haven't bothered to compensate for. Not even an actor as gifted as McGregor can carry off a line like "Only in your mind, my fair young apprentice." (McGregor does get the movie's best fan-teasing line, though, when he tells Anakin, "Why do I think you'll be the death of me?" Anakin, of course, will grow up to become Darth Vader.)

McGregor and Jackson seem to be having the most fun. They know how to be playful while still taking the story seriously. (That's acting.) The gorgeous Portman and Christensen--who have proved their talent in other films--are caught in an undertow of terrible dialogue and under-written characters. They have little chemistry. They fall in love, it seems, because somebody has to produce Luke and Leia.

The picture picks up considerably in a stunning third-act scene in a coliseum where--there's no other way to put it--all hell breaks loose. Yet, even as you're enthralled by the monsters and the armies and the Jedi, you can't help playing Spot the Movie Reference. Let's see: "Gladiator," "Starship Troopers," "Mysterious Island," "Jason and the Argonauts." Everybody steals from everybody else in Hollywood, but we expect more from Lucas. There's nothing re-imagined about his borrowings. When Anakin tries to rescue his mother from Tusken Raiders, the scene is straight out of John Ford's "The Searchers," except that "The Searchers" did it better almost 50 years ago.

Give Lucas credit for this: He isn't laughing all the way to the bank. He doesn't need to. He's got more money than the bank. And though it can be said that the movie resembles a prototype for a Star Wars theme park, Lucas isn't trying to cheat anyone. He treasures the "Star Wars" legacy. Yet "Attack of the Clones" is the best he can come up with. The sad thing is, he truly thinks it's good.

In the movie's certified crowd-pleasing scene, Yoda saves the day. But even he can't save the movie.

— Eleanor Ringel Gillespie, The Atlanta Journal-Constitution