It's not as bad as they've led you to believe. Truly, it's not.

Sure, the dialogue is awful, and the acting is uneven, and George Lucas is so bad a screenwriter he makes James Cameron look like Shakespeare. And if you're one of those people willing to admit that you've been waiting for STAR WARS EPISODE II: ATTACK OF THE CLONES since conception, yes, you will be disappointed. If you're looking for a Transcendent Spiritual Experience, yes, you will be disappointed. If you're looking for great filmmaking, yes, you will be disappointed. But if you're looking for a reasonably diverting summer popcorn flick, and you limit yourself to one cup of coffee so you don't find yourself bargaining with God to just get you through the Great Climactic Fight before your bladder explodes, well, you could do worse.

In the current environment, I suppose this qualifies as a positive review.

ATTACK OF THE CLONES comes weighted with an amount of baggage virtually unprecedented in cinema. The original STAR WARS was a fun, smart, escapist summer entertainment, made by a reasonably talented filmmaker. Then an army of people who resemble Comic Book Guy on THE SIMPSONS but didn't find that STAR TREK spoke to them spiritually began to obsess on the Deeper Meaning Of The Force. Then Joseph Campbell got hold of the entire mess, pontificating on Star Wars and its Mythical Archetypes with Bill Moyers every time PBS had to do a harangue-a-thon, and it was all over.

It's hard to feel sorry for someone like George Lucas, who has made more money having fun than most of us ever will doing work. It's hard to feel sorry for someone like George Lucas, who has the clout to bully exhibitors into showing his films on the best screens at the first-week 10 percent rate for three months. But just ask Martin Scorsese (THE LAST TEMPTATION OF CHRIST) or Kevin Smith (DOGMA): You just don't fuck with someone's religion.

So here it is, the first summer of George-George Bush's ("Meesa gonna smoke out dat Osama!") Permanent War on Terror, and in case the real world doesn't have enough crises for ya, here we are again, watching the Republic cope with political problems. This time it's a separatist movement, perhaps caused by "disgruntled spice miners," who are off in the hills harvesting plot elements from DUNE. A vote is needed to ensure that the Republic stays intact; and said vote belongs to the Junior Senator from Naboo, former Queen Padme Amidala (Natalie Portman). In the Republic, even queens have term limits, which is something you'll never see in the Yew Ess of Ay, now that George-George has set himself up as Dictator-for-Life. But I digress. Padme's past powers, combined with her potential status as Disrupter of the Status Quo puts her in a situation very similar to that of the current junior Senator from New York. As a result, a bunch of sexually frustrated old hack politicians, led by Trent Lott in a fright mask, want Padme dead so that she can't vote. The Enron/Halliburton/Bush Family/Bin Laden Family/Carlyle Group/Caspian oil pipeline web is less complex than the politics in this movie, so let's move on.

The rest of the film has to do ostensibly with the beginnings of young Anakin Skywalker's journey from cute teenaged heartthrob to Darth Vader, with lots of action and light saber fights along the way. And herein lies the fundamental problem with ATTACK OF THE CLONES. It's risky at best to build a movie around a sulky teenager, no matter how important he is to the story. And when said sulky teenager is portrayed by a pretty cipher like Hayden Christensen, and is completely overmatched by Ewan McGregor's swashbuckling Obi-Wan Kenobi, and his love interest is the lovely but wooden Natalie Portman, the film has to rely on the effects and visuals to make an impact.

It may not be all the fault of Hayden "Ryan Phillippe is Too Old So They Hired Me" Christensen, that Anakin spends nearly the entire film throwing tantrums and sulking. This may make him a normal teenager, but it hardly makes him credible as an unusually gifted Jedi. Occasionally, Lucas will shoot Christensen glowering from under his eyebrows in an effort to show his malevolent potential, but we are left to decide, variously, that Anakin becomes Darth Vader either a) because Amidala keeps showing up during their idyll on the bucolic Naboo in these filmy, skin-revealing Pre-Raphaelite gowns but won't put out; b) he's really hung up on his mother and has some serious unresolved Oedipal problems; or c) has massacred an entire tribe of Afghanis -- I mean Tusken Sand Raiders-- including women and children, has tasted blood, and likes it. If George Lucas has wanted to portray Anakin as James Dean, he should have hired James Franco and been done with it (except that Franco was busy doing Spider-Man at the time...)

It may well be that Christensen and Portman are perfectly fine actors (Portman in particular has done some reasonably credible work), but when presented with a completely gratutous romantic subplot that exists only because Luke and Leia must be produced so they can appear in a twenty-five-year-old movie, well, the whole mess is giving me a headache; I can imagine how they must feel.

It's obvious that Lucas' intent in making the romantic subplot the focal point of what is still at its core an adventure yarn is to reel in "The TITANIC Crowd." The reasoning is that if you put a cute young boy and a pretty young girl in a romantic situation, particularly one that you know won't end well, you'll make $600 million at the box office and another $600 million overseas. But Christensen isn't actor enough to transcend crappy dialogue the way DiCaprio did. Indeed, he seems to have graduated from the Olivier Martinez Academy of Preposterous Movie Character Seduction Lines, spouting claptrap like "I'm haunted by the kiss you should never have given me." As for Natalie Portman, whereas Kate Winslet has the ability to look at a man and you know perfectly well what she has in mind, Portman bats her doe eyes demurely, and you don't buy it for a minute. It's not that she has nothing to do; indeed, she has some wonderful, kick-ass Perils of Pauline stuff to do at various points in the film, showing that she's not just braver, but also smarter than her pouty-lipped paramour. But in these scenes, she's so much stronger as a character than Anakin, you wonder what on earth she sees in this whiny twerp when she's got the sensationally hubba-hubba Ewan McGregor standing right next to him. Put this utter lack of chemistry against the backdrop of a special effects sci-fi battle instead of a true-life story of a sinking ocean liner, and it just doesn't work.

George Lucas has to film this back story, but he doesn't have sufficient feel for character development to handle the emotional complexity of this particular creation. In this film, with his need to tell this character's story, he bites off more than he can chew. The frustration of the lack of Anakin's character development is exacerbated by the fact that the film tragically underutilizes two extraordinarily dynamic actors in Ewan McGregor and Samuel L. Jackson. Even Frank Oz' vocalized Yoda, who has become a much more fully-realized character now that he's virtual and not constrained by the limits of Muppetry, warrants more screen time than he has, despite his much-hyped slight saber fight with Christopher Lee's debonair Cound Dooku. When a Zen-like CGI character who can't construct a sentence in the proper order and looks like an extremely wizened Sphinx cat with the voice of Fozzie Bear is a more compelling character than the pretty young stars, you've got a serious problem on your hands.

ATTACK OF THE CLONES was designed to be shown on a digital projector, and while I have heard horror stories of pixellated subtitles and 1280 x 1024 resolution, the theatre I attended (National Amusements' Edgewater Multiplex) did a whiz-bang-up job with the projector, and the result is spectacular. The film looks terrific; with a very crisp, clean, almost antiseptic look that suits the material.

The chase and battle scenes are exciting, with a "You Are There" feel that, when combined with the ear-splitting sound, seems at times like an amusement park ride. The settings have a curiously retro look -- cathedral-like public spaces, almost prehistoric arenas, Russian-domed buildings adorning cities that look like souped up versions of the City At the End of the Earth from A.I.  A scene early in the film in which Anakin speeds through an aerial traffic jam in what looks like a space-age Corvette is truly spectacular, and the many strange CGI creatures that populate Lucas' universe all fit seamlessly into the production. A ride through an asteroid belt has a similar "knock you out of your seat" effect.

Enjoy the sensory impact if you go see this film, because in the absence of a competent screenwriter to develop characters and a coherent plot, the visuals are about the sum total of the show. Indeed, the entire endeavor goes =thunk= as loudly as the footsteps of the Clone Army until Ewan McGregor appears on the screen. With Jar-Jar Binks (who is present, but mercifully only for a short time) now taking the downs that they gave McGregor in THE PHANTOM MENACE, McGregor has a somewhat more dynamic screen presence in this film, to the point that he's the only primary character in the film who can utter Lucas' leaden dialogue and not make it sound like it belongs on MYSTERY SCIENCE THEATRE 3000.

Perhaps George Lucas has bought the hype after twenty-five years. Perhaps the Star Wars Franchise is by necessity now driven by fan expectation rather than any kind of creative vision, and perhaps the fan base merely expects too much. Or, perhaps the notion of fully-realized characters doing things we care about against a backdrop of some of the most spectacular visuals ever put on film really isn't too much to ask.

George, for your next movie, a screenwriter you must hire.

- Jill Cozzi

Read Barbara's Review of STAR WARS EPISODE II: ATTACK OF THE CLONES

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