The Force is back -- along with fun and excitement, as well as the bonus of romance -- in "Star Wars: Episode II -- Attack of the Clones." George Lucas has reached deep into the trove of his self-generated mythological world to produce a grand entertainment that offers a satisfying balance among the series' epic, narrative, technological and emotional qualities.

The Force is back — along with fun and excitement, as well as the bonus of romance — in “Star Wars: Episode II — Attack of the Clones.” As if realizing that “The Phantom Menace” three years ago didn’t exactly deliver the goods even while racking up a staggering worldwide gross of $923 million, or perhaps just finding his directorial footing again after the 22-year layoff, George Lucas has reached deep into the trove of his self-generated mythological world to produce a grand entertainment that offers a satisfying balance among the series’ epic, narrative, technological and emotional qualities. If “The Empire Strikes Back” represented an advance on the original “Star Wars,” “Clones” marks a big leap beyond “Menace,” while also holding out the promise of a climactic installment that could be even more dramatic. Reinvigorating a series that showed signs of needing a transfusion, “Clones” will soar to the furthest extremes of the B.O. stratosphere.

Virtually everything that went wrong in “Menace” has been fixed, or at least improved upon, this time out: The exposition and sense of storytelling are clearer and more economical, all the main characters have significant roles to play, the detailing of the diverse settings is far richer, the multitudinous action set-pieces are genuinely exciting, there is now the dramatic through-line provided by a love story, some of the acting is actually decent, and even the score is better. Stimulating everything is a restoration of overall imaginative purpose, which is a good thing now that the first installment of the “Lord of the Rings” trilogy has, in the view of many, set the bar so high for cinematic fantasy and myth-making.

On first blush, “Clones” would appear to rank behind “Empire” and somewhere around the original “Star Wars” among the five series entries to date. The juvenalia and sporadic feeling of cynical marketeerism are pretty much gone, replaced by a late adolescent/early adult-level treatment of such matters as forbidden love, betrayal, strategic politics and preparation for war. It has become customary for contempo big-budget adventures to pile one apparent ending on top of another, ad nauseum, and while “Clones” may be guilty of this, the difference is that here they are welcome — the “endings” get better as they go.

After the usual informational scroll, which informs that the Republic is threatened by a large separatist movement involving multiple alliances throughout the galaxy, action picks up 10 years after “Menace.” Opening shots of an exquisite silver spaceship descending through the clouds to land amid the spires of Coruscant possess a grace more enchanting than anything in the previous film, but the beauty of the moment is obliterated when the craft’s most illustrious passenger, Senator Padme (Natalie Portman), former Queen of Naboo, narrowly escapes an assassination attempt.

Padme has made the journey to vote on the issue of whether or not to give Supreme Chancellor Palpatine (Ian McDiarmid) emergency powers to create an army to battle the dissenters. Upon arrival, she is placed under the protection of Jedi Obi-Wan Kenobi (Ewan McGregor) and his apprentice Anakin Skywalker (Hayden Christensen), the latter of whom she hasn’t seen since he was the boy played by Jake Lloyd in “Menace.” Handsome and all grown up now (although Padme herself looks scarcely older), Anakin now sees his childhood friend through adult eyes, to the point where he must be reminded by Obi-Wan of the Jedi rule against emotional attachments.

Rescuing Padme from yet another attack, this time by large centipedes delivered to her bed, the two blond bodyguards launch themselves out the window to give nocturnal chase to the would-be killer, a pursuit that involves free-falls from thousands of feet and precarious flying on mini-jets through a maze of towering buildings and airborne congestion. Dizzying sequence tips the hat to “Blade Runner” in its evocation of a nightmarish urban future, but still creates a world very much its own by virtue of its sheer density.

Informed by the dying assailant that she was hired by a bounty hunter to eliminate Padme, Obi-Wan leaves in search of the evil plotter, while Anakin is assigned to accompany Padme back to her native Naboo, a peaceful Italianate land where the young couple indulge in a bucolic idyll in which Anakin’s amorous determination is bested by Padme’s resolve not to launch into a relationship she knows will prove “impossible.” Giving Anakin’s romantic torment an ominous portent is his stated preference for a dictatorship over the Republic, which he feels “doesn’t work.”

In a beautiful sequence, Obi-Wan locates the formidable bounty hunter, Jango Fett (Temuera Morrison), on a gloomy distant planet of perpetual rain which also houses the lab and factory manufacturing the hitherto unknown Clone Army designed to assist the Jedi in taking on the separatists. But while Obi-Wan pushes toward uncovering the anti-Republican conspiracy, Anakin suffers intense personal anguish when he returns to his native Tatooine in a futile attempt to rescue his mother from kidnappers. Lashing out, he slaughters her abductors (offscreen), motivated by a degree of hate he has never felt before.

Through this middle stretch of the film, which might prove a little tedious for hardware geeks and pre-teens, the seeds are being planted not only for the inevitable Anakin-Padme union, but for Anakin’s eventual move to the Dark Side and transformation into Darth Vader. And while the “intimate” dialogue is mundane, and a few lines borderline risible, the crescendo of events carries the day with room to spare, setting the stage for the escalating drama and conflict of the picture’s second half.

In short order, Obi-Wan, Anakin and Padme are captured by the emergent villain of the piece, turncoat Jedi Count Dooku (Christopher Lee), and are put at the mercy of some ferocious, prehistoric-type beasts in a teeming, carved-rock arena so enormous it makes the ancient circuses of “Ben-Hur” and “Gladiator” look like playpens.

As if this amazing sequence weren’t enough, it’s followed staggering combat between masses of Separatist droids and Republican clones, a desperate air chase and a succession of lightsaber duels, the last of which is smashingly funny and exciting, involving an unexpected and remarkably nimble little participant. Lovely, quiet and portentous final scene will leave millions of fans eager for the series resumption, scheduled for three years hence.

Full-fledged arrival of Lee in the final act raises the level of drama, and of thesping as well, to a new level, and it’s amusing to reflect on how this 79-year-old vet has cornered the market in villainy in two of the biggest film series now going, “Star Wars” and “Lord of the Rings”; all he needs now is a role in one of the “Harry Potter” pics.

But another happy surprise is that McGregor, who seemed blandly ineffectual in “Menace,” begins coming into his own here. Bearded, more confident now and gingerly affecting some odd enunciation, the actor indicates he may have strategized to start slowly in the role and increasingly channel Alec Guinness across the arc of the trilogy to the point where the two actors merge in the public’s mind. Samuel L. Jackson has more to do this time as a Jedi Master and political insider, and, delightfully, so does Yoda, who is voiced with relish by Frank Oz and, in his new digital incarnation, has infinitely more mobility and expressiveness than the character did in its “Return of the Jedi” heyday. The world will breathe easier in the knowledge that Jar Jar Binks has been significantly sidelined and evidently sedated, although it’s funny to learn that this most dim-witted of characters has now entered politics, as Padme empowers him with her vote in the Senate when she’s forced to flee.

Unfortunately, the central couple must be tolerated rather than truly enjoyed. Brilliant as a young teen actress and steadily impressive thereafter, Portman now seems calcified as she delivers flat line readings with little facial or physical expr
essiveness; for the long period during which Anakin anguishes over his love for her, it’s impossible to tell what she feels about it. The handsome Christensen seems like a callow lad, giving the impression more of a spoiled kid than someone who’s spent his formative years obediently at the side of a Jedi teacher, but he seems responsive to the progressive dark layerings, creating a measure of hope for Episode III.

Design-wise, pic is magnificently of a piece with the previous films and then some, with advancing technology offering increased opportunities with every installment. The impression of “painted” backdrops in “Menace” is reduced here, and the work of production designer Gavin Bocquet, costume designer Trisha Biggar and the enormous art, animation and effects crews is stupendous.

Lucas has drawn considerable attention to his having shot the film entirely on 24-frame High Definition digital video; at press preview caught, digitally projected images looked clean and cool, with colors appearing slightly more muted than their celluloid equivalents in the ’70s-’80s trilogy, and the browns in dark interior scenes washing together without definition.

After doing a noisy recycling act on “Menace,” John Williams has gone back to serious work on this one with a score that strongly supports, rather than overwhelms, the action, and provides more of a darkly romantic surge in its main theme than the actors are able to muster.

Star Wars: Episode II -- Attack of the Clones

Production

A 20th Century Fox release of a Lucasfilm Ltd. production. Produced by Rick McCallum. Executive producer, George Lucas. Directed by George Lucas. Screenplay, Lucas, Jonathan Hales, story by Lucas.

Crew

Camera (Deluxe color prints; Cine Alta 24-frame HD digital; Panavision widescreen), David Tattersall; editor, Ben Burtt; music, John Williams; production designer, Gavin Bocquet; supervising art director, Peter Russell; art directors, Jonathan Lee, Ian Gracie, Phil Harvey, Michelle McGahey, Fred Hole; set decorator, Peter Walpole; costume designer, Trisha Biggar; sound (Dolby Digital/DTS/SDDS), Paul "Salty" Brincat; sound designer, Burtt; rerecording mixers, Gary Rydstrom, Michael Semanick, Rick Kline; supervising sound editors, Burtt, Matthew Wood; special visual effects and animation, Industrial Light & Magic; visual effects supervisors, John Knoll, Pablo Helman, Ben Snow, Dennis Muren; animation director, Rob Coleman; assistant director, James McTeigue; stunt coordinator/swordmaster, Nick Gillard; additional camera, Giles Nuttgens; casting, Robin Gurland. Reviewed at Loews Century Plaza, L.A., May 7, 2002. (In Tribeca Film Festival -- Special Screenings; also in Cannes Film Festival, noncompeting.) MPAA Rating: PG. Running time: 143 MIN.

With

Obi-Wan Kenobi - Ewan McGregor Padme - Natalie Portman Anakin Skywalker - Hayden Christensen Count Dooku - Christopher Lee Mace Windu - Samuel L. Jackson Yoda - Frank Oz Supreme Chancellor Palpatine - Ian McDiarmid Shmi Skywalker - Pernilla August Jango Fett - Temuera Morrison Senator Bail Organa - Jimmy Smits Cliegg Lars - Jack Thompson Zam Wesell - Leeanna Walsman Jar Jar Binks - Ahmed Best Dorme - Rose Byrne Sio Bibble - Oliver Ford Davies Dexter Jettster - Ronald Falk Captain Typho - Jay Laga'aia Watto - Andrew Secombe C-3PO - Anthony Daniels R2-D2 - Kenny Baker Ki-Adi-Mundi & Nute Gunray - Silas Carson

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