The action picks up ten years after The Phantom Menace left off. The Republic is in disarray as a group of separatists, led by the mysterious Count Dooku (Christopher Lee), create dissent that the Jedi leaders can barely control. Senator Padme Amidala (Natalie Portman) arrives to propose that the Republic create an army to assist the Jedi in keeping reign over the separatists and maintaining peace. Her actions are unpopular in some quarters, and an assassination attempt is made against her. Brought in to act as her bodyguards are Obi-Wan Kenobi (Ewan McGregor) and the now-grown Anakin Skywalker (Hayden Christensen). It does not take long for an attraction to develop between Amidala and Anakin, although the seriousness of the situation makes an affair almost impossible.

Jedi Master Mace Windu (Samuel L. Jackson) is about to take on wily bounty hunter Jango Fett in Star Wars Episode II: Attack of the Clones

Eventually, Obi-Wan discovers that a clone army has already been sanctioned to fight on the Republic's behalf. The clones have all been derived from Jango Fett (Temuera Morrison), a fierce bounty hunter and father of Boba Fett (whom we see as a child). This news is somewhat troubling to Jedi masters Mace Windu (Samuel L. Jackson) and Yoda (Frank Oz), who should have known the manufacture of the clones had been ordered. Later, it is discovered that Count Dooku is masterminding an army to aid in dividing the republic. The Clone Wars are about to begin and the consequences will affect everyone.

One of the criticisms of this new part of the Star Wars saga is that it lacks the basic moral center of the original trilogy. Those films (Star Wars, The Empire Strikes Back, and Return of the Jedi) were about the arrival of a hero named Luke Skywalker who defeats the evil Darth Vader. What The Phantom Menace does - and what this film continues - is to show us how Anakin Skywalker became Darth Vader. It is not a typical good guy vs. bad guy scenario because the good guy is the bad guy. The plot here, involving the romance with Amidala, the Clone War, and a few other plot elements I haven't revealed, is really just a backdrop for the story of a young Jedi who slowly succumbs to the Dark Side of the Force. While this different approach has dismayed some fans, I applaud Lucas for taking it. It would have been too easy for him to duplicate the formula of the original trilogy. This time, he's attempting something ambitious, and to my way of thinking, he's succeeding. I really like this storyline because Vader is one of the most interesting villains in screen history. Digging into his past for answers strikes me as a fascinating way to go.

Although the dialogue is sometimes a bit flat, the acting is generally pretty good. Christensen (who was very effective in Life as a House) has the right tone for Anakin; he's a bit of a free-thinker, a bit of a rebel. Although he is being trained for life as a Jedi, he has an angry streak within that comes from the situations around him. Episode II is filled with tantalizing possibilities about what will finally push him over the edge into evil, and Christensen was a good choice for the role. The other standout performance comes from the great Samuel L. Jackson, who trades in his famous cool quotient to play a character who works from a core of inner peace. It's a different kind of part for the actor, but he nails it.

Much has been made about the fact that Episode II was shot on digital video instead of film. Lucas had hoped that digital projection would be available in more theaters by now than it actually is. I saw the movie projected on film and - while no doubt not as dazzling as it would be via digital projection - it looks great. This is the leanest, meanest Star Wars yet with a 40-minute finale of non-stop action and a ton of special effects. Lucas has outdone himself in this department, creating entire worlds with a vividness that is certain to thrill fans. Best of all, the director uses the effects to enhance the story rather than just as eye candy. He creates new kinds of action scenes with the computer technology available. One of the best is a chase through an asteroid field where Jango Fett launches depth charges to shatter the giant rocks as Obi-Wan tries to follow him. There's an even more exciting chase through a futuristic city, as well as a grand finale in which Yoda takes part in a light saber duel.

Going into Star Wars Episode II: Attack of the Clones, I had one simple expectation: that the film would continue the story that I, like millions of others, have loved so much. In that regard, it met my expectations. Yes, some will gripe about this or that (Jar Jar Binks is still there, the dialogue isn't very exciting, there's no hero in the vein of Luke Skywalker or Han Solo). But the fact is that Star Wars has become more than a movie series; it is an experience all unto itself. There are those of us who cherish the imagination George Lucas has shared with the world. As one of those millions of so-called fan-geeks out there, Episode II was all I hoped it would be.

( out of four)

Star Wars Episode II: Attack of the Clones is rated PG for sustained sequences of sci-fi action/violence. The running time is 2 hours and 24 minutes.