This is a "good news, bad news" situation, and for those who just want a verdict without any plot-spoiling information: Attack of the Clones is far better than Phantom Menace, far lamer than Empire Strikes Back.

Judging by all the evidence after 1973's warm, wonderful American Graffiti, George Lucas is like a not-too-bright kid who accidentally invented the hot fudge sundae. He introduced the world to his confection, Star Wars, and it made him a gazillionaire; then he handed it off to Julia Child (Empire Strikes Back director Irvin Kershner), who made her own version with the freshest ingredients and ideal proportions. Since then, George has been trying to convince us that his sundae tastes great when covered with chile con carne, or when the whipped cream is replaced by sour cream, or with meatballs on it.

What I'm getting at is that Clones has meatballs on it that are easily discarded. It also has a corn dog stuck into the middle, but you can eat around that; the rest is still a hot fudge sundae.

We could fill this page and more with the film's cartoonishly-exaggerated problems: the '50s diner relocated to Star Wars-land where Obi-Wan chats with an alien fry cook (as stupidly out of place as the sportscaster types in Menace's pod race); the way Lucas tries to fix the Jar-Jar Binks problem by making him a Senator (!); the way a big monster just happens to tear Portman's leotard so that the allowable amount of midriff is exposed. There are the issues that would be harder to fix: the fact that the "romance" between Vader-to-be and Luke's mom is less plausible, and more annoying, than a Mentos commercial; or that, after two films, no Harrison Ford has emerged from this ensemble, capable of injecting a much-needed smart-ass element into the fray. (With Ford, the original trilogy was usually able to maintain a balance of life-and-death drama and levity; in these new films, all humor sinks like a stone.)

Topping all other complaints is Hayden Christensen, a boil on the face of the acting profession. As Anakin Skywalker, who will become Darth Vader, he is meant to carry this drama — to be a young man torn, by arrogance and primal emotions, away from the right path. Christensen, under Lucas' bumbling guidance, couldn't carry a teen soap opera on the WB network. Any scene he's in that works in spite of him. (If only Lucas had followed through on his rumored attempts to hire the maligned-but-gifted Leonardo DiCaprio as Anakin.)

Nevertheless: Clones has a lot of what you're looking for — spectacular images and effects; action sequences that don't wear out their welcome, as Menace's over-long pod race did; a dark sense of conspiracy and paranoia that is heightened by the viewer's knowing that the Empire is about to take over. There's a really neat touch involving Storm Troopers that shouldn't be revealed here, and — yes, fanboys — Boba Fett's father Jango, full of tough-guy cool, gets a great fight scene or two.

And Lucas pays overt homage to the supernatural kung fu genre in a hilarious fight scene involving Yoda. I'm in the camp that believes Yoda should have remained a Muppet instead of a CG creation, but this sequence — in which he leaps somersaulting through the air, bouncing and pouncing with light saber in hand — is worth the indignity.

(Oh — one more Yoda note: the Green One's characteristically backwards syntax works for philosophical truths, not for military commands. Lucas should avoid future lines such as: "Around the survivors, a perimeter create.")

If Lucas is willing to keep moving in this direction — hire a second screenwriting assistant, make the themes and action darker, and slap a black metal helmet on Hayden Christensen's sulking face — there's a chance that Episode III will be worthy of its legacy. Meanwhile, do your best to scrape the marinara sauce off the whipped cream.

Star Wars Episode II: Attack of the Clones
"Stupid, but fun in spite of itself"
Dir. George Lucas; writ. Lucas, Jonathan Hales; feat. Ewan McGregor, Natalie Portman, Hayden Christensen, Ian McDiarmid, Samuel L. Jackson, Christopher Lee (PG)

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