A noticeable improvement over The Phantom Menace but still paling in comparison to any of the original Star Wars trilogy, Attack of the Clones is a fun film that does little but show off state-of-the-art special effects while filling in the somewhat predictable holes in the story (wait...you mean Anakin is going to be lured to the dark side?).  There are a handful of big action sequences (the best coming in the last reel), as well as a few of lesser magnitude, but the rest is all quite slow and bogged down by both romance and the intricate politics that nobody enjoyed from Episode I.

Clones is set about 10 years after Menace took place and deals with the possible secession of several thousand solar systems from the Federation.  The overwhelmed Jedi Knights can't keep up with keeping the peace, spurring talk about the need for a massive galactic army.  The action begins as the now-Senator Padmé Amidala (Natalie Portman, Where the Heart Is) flies to the capital for an important vote, only to have her ship blown to bits on the landing pad.  Obviously the target of an assassination attempt, Amidala is assigned two Jedi protectors – Obi-Wan Kenobi (Ewan McGregor, Black Hawk Down) and Anakin Skywalker (Hayden Christensen, Life As a House) – to keep her safe.

Neither of the Jedis have seen Amidala since the events depicted in Menace, but that doesn't stop her and Anakin from getting all snuggly with each other (they literally roll around in the grass in one scene).  Despite them taking a while to warm up to each other, we all know where this relationship is headed.  More interesting is the rapport between Anakin and mentor Obi-Wan, which, in addition to following that whole student-becoming-the-master arc, also shows the developing chinks in Anakin's good-guy armor.  Because he's the chosen one and therefore has the potential to become the greatest Jedi ever, Anakin's powers have made him an arrogant, spoiled brat who constantly needs to be reeled in by Obi-Wan.

Anakin and Obi-Wan don't spend a lot of time together in Clones, which probably has a lot to do with the former beginning to lean toward the Dark Side.  Instead, the two are separated, with Obi-Wan investigating Amidala's attackers and accidentally stumbling upon the creation of a clone army (which involves a young Boba Fett and his dad, Jango), while Anakin escorts Amidala to Naboo and eventually Tatooine in an attempt to protect her until the important vote takes place.  The few scenes the two Jedis share at the beginning of the film fall somewhat flat, plagued by awful sequel lines featuring Obi-Wan saying things like "I hate it when he does that" and "You'll be the death of me," which isn't much better than Murtaugh grunting about being "too old for this shit" in the Lethal Weapon films.

On the plus side, just about everything gets better as Clones progresses, but I'd be giving away too many plot details if I tried to describe specifically how it improves.  The end is an all-out action spectacular, and aside from being the highlight of the film (other than the strange Gladiator scene and the passage that would be better served in the new Mario game), it's the only part that even begins to capture the magic we saw in the original Star Wars pictures.  The character development works a little better here than in Menace, and there isn't much of Jar Jar Binks or other cutesy stuff (but still more than, say, Lord of the Rings).

There are plenty of things to whine about, as well.  Clones begins too slowly, and it's not nearly as dark as the pre-release buzz seemed to indicate.  The dialogue is pretty weak, and when there isn't anything exploding, the story really drags.  Then again, how much can you expect from a script co-written (with director George Lucas) by The Scorpion King's Jonathan Hales?  There are a few unintentionally funny moments, such as near the end, when Amidala falls off a speeding ship, hits the ground and writhes around in pain like she's about to die, just before hopping to her feet as if nothing ever happened.

If the first (or middle) three Star Wars films, Rings and Spider-Man didn't exist, there might be a reason to get excited by Clones.  It's certainly worth a trip to the theatre, but the film is nothing more than a decent action flick with great effects and a silly story that happens to be blessed by a very good pedigree.

2:19 –

for sustained sequences of sci-fi action/violence