The overall effect of The Phantom Menace was to lower expectations for the next installment, Star Wars: Episode II - Attack of the Clones. This movie, the fifth installment in the Star Wars saga, is the second chronologically, and picks up a decade after the events in The Phantom Menace. Young Jedi Anakin Skywalker is now a man, and Obi-Wan Kenobi has a beard. Queen Amidala is now a senator for the enormous Republic, which is in turmoil. The second time around, George Lucas has amended some of the problems with The Phantom Menace, but not all of them. The movie looks amazing, the story is mediocre, and the acting and dialogue are just plain bad.

Anakin (Hayden Christensen, Life as a House, The Virgin Suicides) is the man destined to become Darth Vader. In Clones, he is young and brash, with hints of arrogance showing through. He thinks that Obi-Wan (Ewan McGregor, Black Hawk Down, Moulin Rouge) is jealous of his tremendous ability, and that he is holding Anakin back from becoming a full Jedi. Obi-Wan believes that Anakin relies too much on emotion, and needs to focus on the Force. The Jedi council calls on them to protect Sen. Amidala (Natalie Portman, Zoolander, Where the Heart Is) who is the target of an assassin. While Obi-Wan hunts for the assassin, Anakin serves as a personal bodyguard, and love begins to blossom between the two. Obi-Wan tracks a bounty hunter named Jango Fett (Temeura Morrison, Vertical Limit, Crooked Earth) to the far reaches of the Republic, and discovers a clone army and a conspiracy against the Republic led by Count Dooku (Christopher Lee, The Fellowship of the Ring, Sleepy Hollow), an ex-Jedi. On Coruscant, Chancellor Palpatine (Ian McDiarmid, Sleepy Hollow, The Phantom Menace) tries to weather the serious political ramifications of everything happening.

As part of the entire Star Wars saga, Attack of the Clones is important. It provides much of the background for the original trilogy, and provides tantalizing glimpses into the next installment. Here, Anakin and Amidala, who eventually become the parents of Luke and Leia, fall in love. Here is where Anakin begins to turn towards the Dark Side. Lucas and co-screenwriter Jonathan Hales (The Scorpion King, Eye of the Wolf) also introduce characters to the audience and to each other that matter in the latter trilogy, and most likely the next film. However, when one looks at Attack of the Clones by itself, it is nothing special. It is missing much of the fun spirit of the original trilogy, replacing it with bad attempts at angst, and a rash of puns near the end by C-3P0 (Anthony Daniels, The Phantom Menace, Young Indiana Jones and the Attack of the Hawkmen).

Much of this movie falters because of the script and the acting. The story, although much better than The Phantom Menace, doesn't have much meat to it. Dialogue, sequences, and settings all seem to borrow from other movies, recent and older. The worst aspect is the dialogue. Lucas and Hales really need to work on getting their actors to speak in a way that is not unintentionally funny. Some of the lines sound downright silly. It's also amazing how Lucas can make a charismatic actor like Samuel L. Jackson (Changing Lanes, The Caveman's Valentine) seem dull. Portman is a little duller, and Christensen is the worst. Although he gets the glare and the attitude right, he has a monotonous delivery that sounds like he is reading his lines off the script every single time. McGregor and Lee are the only ones who stand out; McGregor in particular because he must act in the impressive shadow of the late Alec Guinness.

Okay, one other actor stands out, and that is Yoda (voiced by Frank Oz, Monster's, Inc., Cinderelmo). This says a lot, because the Yoda character is fully computer animated, which allows him to move in ways a puppet can never move. A sequence near the end with Dooku is both amazing and, in a way, hilarious. And it is difficult to tell that Yoda is not a real character. This holds true for most of Attack of the Clones. The only parts that look even a little fake are some of the Naboo backdrops and a couple of the CG Anakins. It feels like Lucas spent time on the special effects at the expense of the story. Everything looks great, but most of it, like the first sequence flying through a city on Coruscant, feels lifeless. Lucas can generate wars with thousands of combatants, but what is the point? A lengthy battle at the end makes partially makes up for this, but this only proves that Lucas is technically adept. This movie could be nothing more than an exercise on computers. In the end, there are good and bad things about Attack of the Clones, but a little more of the former. Probably.