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(2002) (Ewan McGregor, Natalie Portman) (PG)

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Sci-fi: Jedi knights attempt to protect a senator and find her assailants all while dealing with the unrest that continues to grow in the Republic.
In this sequel to "Star Wars: Episode 1: The Phantom Menace," it's now ten years later and unrest continues to build in the Republic as a separatist movement is gaining strength and supporters. Supreme Chancellor Palpatine (IAN McDIARMID) is concerned but resolved not to fail, even if the combined numbers and force of the Jedi knights continues to wane.

Things heat up when an assassination attempt is made on Padmé Amidala (NATALIE PORTMAN), the former queen of Naboo and current senator who's arrived to cast an important vote. Concerned about her safety, Palpatine assigns Jedi knight Obi-Wan Kenobi (EWAN McGREGOR) and his young apprentice, Anakin Skywalker (HAYDEN CHRISTENSEN) to protect her. After another attempt on her life, however, Anakin accompanies her back to her home planet while Obi-Wan sets out to discover who's behind the plot to kill her.

That leads him to a distant, watery planet where he discovers a race of beings that are creating an army of clones reportedly ordered by a former Jedi to be used to defend the Republic. After a violent encounter with bounty hunter Jango Fett (TEMUERA MORRISON) - who was the original host donor for the clones - Obi-Wan reports his findings back to the council including Mace Windu (SAMUEL L. JACKSON) and Jedi master Yoda (FRANK OZ).

Meanwhile, Anakin is filled with all sorts of angst and emotional turmoil - anger towards Obi-Wan for supposedly holding him back, troubling dreams about his mother, Shmi Skywalker (PERNILLA AUGUST), back on his home planet of Tatooine, and a strong romantic attraction toward Padmé who feels the same for him but isn't certain they should pursue a relationship.

They eventually end up on several rescue missions - one to save his mother and the other to rescue Obi-Wan who followed Jango to another planet but is now the prisoner of renegade Jedi knight Count Dooku (CHRISTOPHER LEE) who's gone over to the dark side. With the aid of C-3PO (ANTHONY DANIELS) and R2-D2 (KENNY BAKER), they attempt their rescue and end up in a battle not only for their lives, but also the future of the Republic.

OUR TAKE: 5 out of 10
If you're one of the few filmmakers in the world to have complete creative control over your work, but your last installment of the most popular film franchise in history was not as good as either fans or critics were hoping and/or expecting, what do you do with your follow up? Do you deliver what both groups want - namely a film that captures the fun and lively spirit of the earlier chapters - or do you follow your own instincts and beliefs about how the latest picture should look, feel and play out?

Well, if you're George Lucas and you're working on the fifth "Star Wars" film, you can do pretty much whatever you want. After all, the less than enthusiastically received "Episode 1 - The Phantom Menace" still "managed" to gross north of $400 million domestically.

Of course, P.T. Barnum would probably have something to say about people buying tickets just to be part of the "we saw it too" crowd, and just because something makes a lot of money doesn't necessarily mean it's a terrific film or is as good as it could and should have been.

Such is the case with "Star Wars: Episode II - Attack of the Clones." I'm sure it will make beaucoup bucks and please some of the diehard fans of the series, particularly since it's a step above "Phantom Menace." Yet, for everything that works, there's just as much that doesn't.

To be expected, the special effects are astonishing in scope, imagination and abundance, and the action scenes in which some of them appear are decently staged and often highly effective in engaging the viewer. Even so, and despite what one assumes was a great deal of time and money invested in creating them, a few of the effects don't look as spectacular or seamlessly mesh with the live action as everyone now expects they should.

If you remember the time after the first "Star Wars" film (Episode IV) was released in 1977, many subsequent sci-fi films were criticized for putting all of their effort into special effects rather than story. The first film had both, but this one feels like a tech-head expression of sheer computing horsepower and a production design effort of seeing how many individual visual elements could be crammed into any given scene. The effect is fun to watch for a while, but quickly starts to take on the feel of a spectacular but heartless and soulless video game.

Take, for instance, the character Yoda, the diminutive but wise and all-powerful Jedi master. Once a glorified Muppet, he's now completely computer-generated. While that allows for more subtle facial expressions and some late in the game stunt work that no puppeteer could have pulled off, the character seems more artificial than before and feels as if he's just one more visual trick that Lucas' ILM department trotted out for our viewing pleasure.

The story and dialogue - penned by Lucas and Jonathan Hales ("The Scorpion King," TV's "Young Indiana Jones" series) - as well as some of the acting don't help matters, particularly when all of it reveres the subject matter far too seriously. The first films had a certain goofy nature to them at times, but that's all but absent here and has been replaced with a thick and overbearing self-awareness that does the picture no favors.

The rest of the problem stems from the story itself. In "Phantom Menace," Lucas felt the need to show Anakin Skywalker (who later becomes Darth Vader) as a child as well as all of the boring and bombastic political material, both of which were about as well-received as the universally lambasted Jar Jar Binks and his Stepin Fetchit material.

While the latter will never be satisfactorily explained nor justified, the other two elements were obviously necessary to give the series a fleshed out beginning. Unfortunately, Lucas - who hadn't directed a film before that since the first "Star Wars" picture - had no idea how to stage such scenes without making them seem obnoxious or stifling respectively.

The same holds true here. After a fun and adventurous chase sequence toward the beginning of the film, Lucas then delivers an hour or so of mostly boring, banal and surprisingly listless exposition of what's occurred in the ten years since "Phantom" as well as what we're to expect in this installment.

Some of the material is necessary - and Jar Jar's time is thankfully limited although he could have been jettisoned to the depths of space without any ill effect, at least on the viewer - but Lucas manages to suck any sort of engaging or compelling element from the material.

It is, however, light years ahead of the teen romance angle and subplot involving Anakin and Padmé slowly starting to fall for each other. Like the other material, some of that plot element is necessary since the two eventually get around to producing Luke Skywalker, but everything about that part of the story is wrong, especially when most of it seems like an obvious ploy to play to the teen crowd and hopefully attract repeat viewers like "Titanic."

For starters, while Anakin is now a young man (10 years later), Padmé hasn't appeared to age a bit. That's nothing, though, compared with the stilted, contrived and generally awful dialogue that Hayden Christensen ("Life as a House," "The Virgin Suicides") and Natalie Portman ("Where the Heart Is," "Anywhere But Here") are forced to speak, or the fact that there's zero chemistry between them.

Much like the film in general, their relationship feels forced and calculated, and is missing the magic to make us care or believe in them and their wants, needs and desires. All of which is too bad since both performers obviously have talent to spare. Christensen was terrific playing the same sort of troubled and angst-ridden character in "Life as a House," but feels rather wooden here. The best moments are when he starts to show signs of the dark side of the force (although they're not satisfactorily explained), but the rest is flat, boring and not terribly believable.

Thankfully stripped of the stuffy costumes and kabuki style makeup in "Phantom Menace" (although she oddly appears in some unnecessarily revealing clothing that her character type wouldn't seem to wear), Portman seems more at ease in her role this time around, but is similarly buried by clichés and awful dialogue that even a daytime soap opera might reject.

The only real standout on the acting side comes from Ewan McGregor ("Black Hawk Down," "Moulin Rouge!") as the Jedi knight who will eventually turn into Sir Alec Guinness in Episode IV. Despite also seeming somewhat constrained by Lucas' direction, McGregor creates the only character who's compelling enough to keep viewers interested.

Samuel L. Jackson ("Changing Lanes," "Shaft") gets a beefier role than in "Phantom," but that's mostly due to being involved in more action, while Jimmy Smits ("Bless the Child," "Price of Glory") barely appears and is apparently only present as an introduction to a bigger role in the upcoming Episode III. Meanwhile, Christopher Lee ("Sleepy Hollow," the "Lord of the Rings" films) - who's now enjoying his resurgence as the villain of choice in Hollywood - is okay as the renegade Jedi, but his character doesn't rank up there with Darth Vader as a formidable or memorable screen presence.

Diehard fans of the series will enjoy watching Temuera Morrison ("Vertical Limit," "Six Days Seven Nights") as Jango Fett, the bounty hunter father to Boba Fett (who later appears as a grownup and thorn in the side of Han Solo). Fans of R2-D2 and C-3PO will also be happy to see the two "droids" back together again and resuming/beginning their Laurel and Hardy like routine.

In fact, the film's truest pleasure is in seeing how things are now finally starting to connect more firmly and obviously with events and characters in the original three "Star Wars" films. That starts to occur about halfway through and, with the aid of the third act action scenes, saves the film from being the boring, stuffy and less than engaging experience it seems like it's going to be during that slow, first hour.

Such material and likely viewer response don't make this a great film by any means or even one that matches up to the first three episodes in terms of sheer pleasure to behold. Yet, it does make one anticipate Episode III where we'll presumably learn how everything ultimately plays out and then connects to Episode IV and beyond (although that has as much to do with the generally beloved and far more fun 1977 film than anything this one has to offer).

Just entertaining enough to warrant a bit more than a passing grade, the film is better than "Menace," but not by a great deal and still has too many glaring problems to make it as good or just plain enjoyable as it could and should have been. "Star Wars: Episode II - Attack of the Clones" rates as a 5 out of 10.

Reviewed May 7, 2002 / Posted May 16, 2002

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