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by: Michael Dequina

Perhaps the words that will most commonly be uttered in association with Star Wars: Episode II--Attack of the Clones--that is, right behind "Yoda is one badass motherf--ker," but more on that later--are "It's better than The Phantom Menace." But to leave it at that is to damn the film with faint praise, for George Lucas' venerable sci-fi film franchise is back on track with this satisfying installment.

While he vehemently denies it, one cannot shake off the sense while watching Attack of the Clones that Lucas worked overtime to win back the favor of fans after their audible grumbling about 1999's Episode I--The Phantom Menace. Gone or vastly diminished are certain things that didn't quite work. The unfunny bafflement that is Jar Jar Binks is now relegated to an extended cameo (and in a particularly clever move, Lucas uses viewer hatred of the character to the film's advantage). In being relieved of her post as Queen of Naboo, Senator Padmé Amidala (Natalie Portman) is also freed of her icy "royal" monotone, cumbersome costuming, and heavy kabuki-like makeup, hence allowing Portman a little more freedom in her performance (not to mention allowing for her natural, luminous beauty to shine through). In are some tried-and-true fan favorites: for instance, comic relief comes largely from the reliable droid duo of C3PO and R2D2; popular villain Boba Fett is also here, albeit as a child, with his father Jango (Temuera Morrison) doing the familiar bounty hunter business in the familiar Fett armor. As icing on the cake, creeping in at crucial moments in John Williams' majestic score are the familiar, booming notes of "The Imperial March."

Shameless pandering or not, such touches make Clones succeed in what was perhaps the most glaring area in which The Phantom Menace fell short: a clear context as to where the film ties into the extablished "Star Wars" mythos. In fact, Clones renders the entertaining but empty Menace that much more of a pointless exercise, for in this film does the real story of the prequel trilogy truly begin.

That story is, of course, that of Jedi Anakin Skywalker's descent into the dark side. Clones picks up ten years after the barely-referenced events of Menace, and the now-teenage Anakin (Hayden Christensen) is on poised to become the most powerful wielder of the Force the galaxy has ever known. But as a certain other summer blockbuster teaches, with great power comes great responsibility, and despite Obi-Wan Kenobi's (Ewan McGregor, making the role his own) teachings and warnings, Anakin's burgeoning powers are also feeding an even more rapidly burgeoning ego--and, hence, a growing frustration with his master and the strict Jedi code of conduct in general. Lucas wastes no time establishing the dynamic between Obi-Wan and Anakin, which is far more fascinating than that between Obi-Wan and his master, Qui-Gon Jinn, in Menace; one of the first scenes is an extended speeder chase through the bustling ultra-urban skyways of Coruscant, and it delivers the expected thrills and eye-popping digital effects imagery while efficiently advancing the story and shaping the characters (unlike Menace's most memorable action sequence, the pod race).

Contributing to Anakin's frustration are his growing romantic feelings for Padmé, and their forbidden love is what Lucas intended to be the major hook of the film. But grand romance doesn't come naturally to Lucas; look no further than his decision to give a film he's described as a love story the beautifully evocative subtitle Attack of the Clones. The awkwardness more clearly (and in the worst cases, painfully) shows in Padmé and Anakin's romantic patter, which is so overbaked that Portman and Christensen quite understandably tend to stiffen while delivering it. Whenever the attractive pair's chemistry shows signs of igniting, Lucas and co-scripter Jonathan Hales can be coun


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