This would be, I fear, in spite of rather than because of Lucas’ distinctly lackluster direction. I would chalk it up to script co-writer and probably savior, Jonathan Hales, a veteran of the YOUNG INDIANA JONES series, and the recent SCORPION KING, some truly dazzling special effects, and a solid supporting cast that delivers what goods they can with dialogue that as often as not lands with a thud that registers somewhere around 5.5 on the Richter Scale.

The tale begins ten years after the last installment ended.  Anakin has gone from dull little boy to the undeniably hunky Hayden Christiansen, still apprenticed to Jedi master Obi Wan Kenobi played by the equally hunky Ewan McGregor.  They’re going through some “issues” of a distinctly father-son nature. Obi Wan tries to give guidance, Anakin wants to be a full-fledged Jedi knight, even though he keeps losing his light saber. In this love-hate relationship, we are supposed to see the beginnings of Anakin’s tug towards the dark side, though it will take a few other nudges, some included in this installment, to fling him irreversibly over the line.

The pair is called upon to guard Padmé Amidala, no longer the elected queen of the Mucha-inspired planet Naboo. She’s fulfilled her allotted two terms as such and is now its senator, though just as many people seem to be gunning for her. To circumvent this, the Jedi and the Senate keep secretly shuttling her back and forth, hither and yon, but in a variety of get-ups that would attract attention during Mardi Gras in New Orleans.

Anakin and Padmé are thrown together constantly and for no better reason than it advances a plot with little or no internal logic. And each time they are, Padmé’s costume become just a bit more provocative until we witness her turning away Anakin’s advances while wearing a leather bustier that is hard pressed to cover her burgeoning womanhood. 

Meanwhile, and as a welcome respite from the silliness of the other plot line, Obi Wan is toiling in a different story line. He's sleuthing out why a clone army was commissioned for the Republic as dark forces work to topple it in favor of the evil Empire we all know and love from Episodes 4, 5, and 6, also known as the original trilogy.

First, the bad news. Christensen as Anakin Skywalker, the Jedi who succumbs to the dark side of the force, has all the charisma of a vanilla pudding cup and just about as much emotional depth. As a balance to Natalie Portman’s increasingly annoying, monotone incarnation of Padmé, though, it makes a strange sort of sense. Not good sense, but alas in this vale of tears we cannot have everything.  Padmé brings the same fever pitch of vacuous boredom whether packing for a trip, doing battle with a tiger-rat chimera that succeeds only in ripping her jumpsuit in a wholesomely sexy way, or pitching woo with her soon-to-be-errant Jedi knight. Amid the orgy of thespianism gone wrong, one is forced, despite oneself, to admire both of them as they manage to keep straight faces while reciting lines to each other that would make even a writer of Harlequin romances wince and gag. Then again, that might be a special effect done in post, like those buffalo-sized watermelons grazing peacefully in the flower-filled meadow where Anakin and Padmé once again resist temptation. 

Is it just me, or is C3PO just plain irritating at this point?  I wanted to smack him as he went through his high-strung Jeeves paces. Where is the soulful introspection from Episode I?  As for R2D2, his brand of metallic whimsy just doesn't do it for me anymore. And, yes, Jar Jar is back, but only briefly, though if you've endured him before, you know that even a millisecond is more than we should be asked to bear.

Much more satisfying is Ewan McGregor as Anakin’s mentor, Obi Wan Kenobi. McGregor wrests as much juice as he can from the hackneyed lines he’s given, though it is a palpably life-and-death struggle at times. There’s a wit and a twinkle there that probably has as much to do with the windfall in merchandising tie-ins that he will enjoy as with anything else and more power to him. I, for one, will always be grateful for the piquant spin he gives to such cliché lines as “I hate it when he does that,” when Anakin, exhibiting yet another fit of adolescent angst, leaps from a flying car to land on another two or three miles below.

And what can I say about Samuel L. Jackson? Even with Lucas trying to shift that blazing intensity into neutral, as Jedi master Mace Windu, Jackson erupts on the screen with a take-charge, don’t-make-me-mess-with-you attitude that could drop a Wookie at ten yards and keep it there.

Christopher Lee as Count Dooku, the Jedi already gone wrong brings that effortless silky evil that he’s been doing for fifty years to his part. No easy feat considering that he’s called upon to engage in fierce, light-saber combat with, wait for it, Yoda. Yes, the muppet. Lee at what looks to be seven-feet-plus conveys an actual sense of urgency while engaged in a parry-and-thrust fest with three feet of digitally re-created foam rubber. Though, to be fair, the effects work that give Yoda realistic expressions and smoother movement don’t hurt. It’s a moment that is, for me, the nadir. At the press screening I attended, once we realized who it was coming round that corner to take Lee on, we whooped with laughter. Some of us never quite stopped laughing and some actually got into it. I cannot explain this. Perhaps the force was not strong with them.

But those effects. Wow. The clone-makers are willowy silver creatures that move like flowing water. Their laboratory is an endless cavern full to bursting with enormous wheels bearing uncountable pods of clones in the making, each fetus moving fitfully. The chase scenes of space ships through an asteroid field, evoke the fun of the original with better art design. And don’t forget Amidala’s costumes and hairdos, of which there are more than you want to keep track of, and that test the limits of what fashion- and hair-designers can do, even with lacquer, chicken-wire and hoop skirts. And for those of you old enough to remember the old Hertz commercial about putting you in the driver’s seat, you will see an echo, might one suspect homage?, of that here. It’s kitschy, but I liked it.

There are some nifty bits of foreshadowing that pose questions to be answered later, too. Such as the army of clones, all sprung from the genetic material of a trader named Fett, wearing armor that looks exactly like what the Empire storm troopers will be sporting later. 

ATTACK OF THE CLONES rewards those who held out hope that things would get better after the stumble and splat of Episode I. But, in essence, what do we have? A few gee whiz vistas, some supporting roles that help us through the love story that could be used for a celibacy campaign, and well-executed action sequences that will no doubt be available as computer games from one of Lucas’ subsidiaries in no time flat. How I wish I could say something other than ho-hum.