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Star Wars Episode II: Attack of the Clones
Directed by George Lucas
Rated PG

Attack of the Clones is far and away a better movie than its immediate predecessor, The Phantom Menace. To most, that will sound like faint praise. More importantly, though, Episode II returns the Star Wars saga to what it was always meant to be: A large-scale fantasy about the downfall and redemption of the ultimate dysfunctional family.

Not Another Teen Movie

Picking up 10 years after The Phantom Menace, Anakin Skywalker (Hayden Christensen, Life as a House) is now a handsome young man. But he's at that dangerous stage most people experience in their late teens: He's arrogant, is anxious to take on the universe, and feels held back by those around him, particularly his mentor, Obi-Wan Kenobi (Ewan McGregor, Moulin Rouge).

Also, Anakin's hormones are raging. A reunion with Senator Padmè Amidala (Natalie Portman, Anywhere but Here) sends his passion for the former queen to the next level. After confiding to Obi-Wan his feeling Padmè wasn't happy to see him, Kenobi corrects the grasshopper and tells Anakin he focuses too much on the dark side.

Episode II tells of Anakin's adventures while serving as Padmè's security guard. The time they spend alone together clears the way for romance, and Anakin is one romantic devil. Padmè is treated to wining, dining, roaring fireplaces, and splendor in the grass. All kept at a very kid-friendly "PG" level.

Obi-Wan leaves the senator in Anakin's custody while he goes off on his own solo mission to find Padmè's would-be assassin. His findings open up a hornet's nest of bounty hunters, clones, and Jedi knights gone bad.

Meanwhile, Anakin's summer in the sun with Padmè is interrupted when Anakin gets a bad feeling about events back home on Tatooine. Returning to that desert planet, and left to his own devices, Anakin begins his fateful plunge down the dark side.

After the pokey proceedings of The Phantom Menace, Episode II quickly picks up the pace in setting the stage for Episode IV: A New Hope, the first Star Wars film released in 1977. In Attack of the Clones, an empire of evil is born, plans are drafted for building a star of death, and John Williams uncorks the power of the Empire's march.

Growing Pains

This time around writer/director George Lucas brought Jonathan Hales on board to help with the screenplay. He collaborated previously with Lucas on the The Young Indiana Jones Chronicles and Hales will be back with Episode III as well. He's surely a big reason why there's better character development and dialogue in this episode after Lucas single handedly tackled – and botched – the writing chores on The Phantom Menace.

While the dialogue isn't nearly as tin-eared as in the previous episodes, there are still some clunky lines, particularly when the young Jedi's romance takes center stage.

Also, Lucas still likes the amazingly improbable when it comes to action sequences. At one point, Obi-Wan leaps through a plate glass window as if he were diving into a swimming pool. The Jedi knights also jump from one flying car to the next with all the grace of Spider-Man during one of the film's wildly farfetched chase scenes.

Even Yoda, computer generated and no longer restrained by Muppet technology, gets an opportunity to kick some serious hiney in a surprising confrontation. That fight is part of an almost incoherent battle between lightsabers and laser rifles that serves as the film's climax and the start of the infamous Clone Wars.

The Play's the Thing

On the acting front, things are the best they've been since The Empire Strikes Back.

Portman, an inexplicable Ms. Monotone in Episode I, has rediscovered voice inflection even as she continues the tradition of the leading lady wearing a funny hairdo. Christensen makes the impatient late-teen Anakin an oddly compelling and sympathetic villain-to-be and McGregor does a great job of morphing Obi-Wan into the character Alec Guinness takes over in Episode IV.

Visually speaking, Episode II is the most stunningly ambitious and complex of all the Star Wars films. Particularly eye-popping is the city planet of Coruscant, which now has a nostalgic 1930s meets Blade Runner look.

There are also some nice touches worth keeping the eyes peeled for, especially one scene back at Owen Lars' ranch on Tatooine. At one point, the shadow of Anakin's head eerily takes on the shape of Darth Vader's helmet.

Even during its dullest moments, and there are a few, Episode II is packed with details and is amazing to look at; nonetheless, it oftentimes feels like a computer-animated film with human actors spliced into the picture.

Overall, Episode II is a bit of a mixed bag, but one with more pros than cons.

Send in the Clones

After considerable backlash from Episode I, Lucas listened to the audience and relegated Jar Jar Binks, everybody's least favorite Rastafarian reptile, to a greatly diminished role; it's only slightly bigger than Jimmy Smits' (L.A. Law) brief appearance as Senator Bail Organa.

While Jar Jar's future is questionable, there's no doubt Smits' role will take on added significance in Episode III, paving the way for Episode IV's Princess Leia Organa.

Hopefully in Episode III Jar Jar will have retired from political life and gone on to live the life of a recluse, never to be heard from again. His role may be small this time, but when Jar Jar speaks, he be most definitely still Jar Jar. Yessa.

Episode II has a lot of story to tell in its 142-minute run time, introducing a slew of new characters that will appear again in Episode III, if not later in the saga. Now this unraveling tale that is part family drama, part thriller, part romance, and part pure fantasy is taking on the same kind of wheels-set-in-motion logic found in Shakespeare.

To wit, Padmè makes the mindless dolt that is Jar Jar a representative to the Senate. Sadly, from a certain point of view, the events of Episodes III-VI are all Jar Jar's fault.

• Originally published at MovieHabit.com.