After suffering through The Phantom Menace ("Worst... summer blockbuster... ever!"), I had no illusions that Star Wars Episode II would actually be good. Or even half-way decent. I fully expected to come out of the theater shaking my head wondering why I had just paid eight dollars to see such an enormous piece of crap... BUT WHAT THE HELL WAS GEORGE LUCAS THINKING?!

Let's review:

Opening sequence: Retro sans serif font "A long time ago, in a galaxy far away..." Bombastic John Williams soundtrack kicks in. We see a series of giant yellow letters traveling through space. "STAR WARS. EPISODE II: ATTACK OF THE CLONES. A long time ago, in a galaxy far away..." (etc., etc.) -So far, so good.

A big spaceship lands on the planet Coruscant. As the doors open, there is a tremendous explosion. Many people are hurt. Queen Amidala -make that SENATOR Amidala- is nearly assassinated. Pandemonium. The Jedi reluctantly agree to protect her.

After being assigned to protect Senator Amidala, Obi-Wan Kenobi and Anakin Skywalker take the giant galactic elevator up to the penthouse level of her apartment building. It takes them about five minutes to reach the top. On the way up, Anakin reveals that he has been psychotically obsessed with Padme Amidala for the last 10 years.

The two Jedi meet with Amidala, her security guards, and the other representatives of the Planet Naboo. Enter Jar Jar Binks. The entire audience rolls their eyes. "Mesa happy to seeya yousa-gain." I plead with the person sitting next to me to shoot me the next time Jar Jar Binks appears on screen.

Obi-Wan Kenobi tries to explain the new security arrangements. Anakin is getting a bit too big for his britches and starts to contradict his Jedi master. Kenobi puts him in his place.

Surly adolescent = Dark Side of the Force. (Hey -if you had to go around wearing a Power Braid and a mullet, you'd be pretty surly, too.)

It seems that a group of separatists led by the evil Count Dooku are threatening to break away from the Republic, and Padme Amidala's upcoming vote in the Galactic Senate could decide the fate of the entire galaxy. (Dooku?! Naboo?! Hoodu? You do! -Hey George! What's up with all the baby-talk?)

After getting into an argument about the ethics of falling in love with a politician, Obi-Wan Kenobi and Anakin ("Annie") Skywalker foil an attempt to assassinate Amidala with poisonous space slugs. The completely gratuitous chase scene which follows puts a whole new twist on the George Lucas School of Architecture: in place of the bottomless chasm found in most large buildings in the Star War universe, the chase takes place 300 feet above the streets of a futuristic city. Lucas “borrows” freely from other movies such as The Fifth Element (multiple layers of flying cars) and Blade Runner in order to indicate that our heroes are, in fact, out of doors.

As the chase ensues, Anakin jumps out of a moving hover-car and falls about 100 feet -right onto the windshield of the would-be assassin's vehicle. Skywalker manages to cut through the window and disable the controls before letting go of his lightsaber. Good thing Obi-Wan is there to catch it as it falls from the sky!

The assassin's speeder goes into a nose dive and crashes into a garbage can. The assassin gets out and runs into a nearby casino. Anakin needs a few more seconds to recover.

Now I'm willing to believe that Jedi knights have special powers which enable them to fall hundreds of feet without getting hurt. But let's think about it: people die all the time just from running into a telephone pole at 35 mph. Are we really supposed to believe that someone's going to just get up and walk away after crash landing a flying car? Do those things come equipped with driver's side airbags, or what?

Inside the bar, Ben Kenobi catches up with the would-be assassin. Kenobi cuts her hand off with a lightsaber (Note: FORESHADOWING). But before the mysterious ninja lady can tell them who it was that hired her to kill the Senator, she is hit with a poison dart fired from the rooftop by the nefarious Jango Fett. “Looks like a poisoned dart!” Why the bounty hunter didn't just shoot Amidala's Jedi bodyguards instead is never explained. Maybe poison darts are only effective against shape-changing assassins.

Ben Kenobi shows up at the local retro Fifties diner in full gumshoe mode. A really ugly (computer-generated) alien fry cook examines the poison barb and reveals that it comes from the Kamino System, home of the mysterious clone arrangers. Note to George Lucas: the computer generated characters look even WORSE than the special effects from the first two films! And what's wrong with having a guy dressed up in a big rubber suit?

Kenobi does some research at the Jedi Library, but doesn't find what he is looking for. It seems that the coordinates for El Kamino have been erased. One of the Jedi knights has been tampering with their own computer system. Hmmm…

The senior Jedi go for a stroll through the halls of the Jedi academy. Except for Yoda - he’s too short to keep up, so he floats. Yoda looked better when he was actually a puppet.

Obi-Wan Kenobi is concerned that his apprentice is becoming arrogant and unmanageable. Mace Windu (Samuel L. Jackson) uses this as an opportunity to remind everyone that if the prophecies are true, young Anakin Skywalker is actually "The Chosen One" who will one day "bring balance to The Force." Of course, the viewers already know that he will do this by killing all the other Jedi, enslaving the entire galaxy, and blasting the planet Alderan into space dust.

Senator Amidala is sent back to Naboo -for her own protection- with "Annie" as her personal escort. With Amidala now in hiding, Jar Jar Binks is asked to carry out her duties in the Senate.

Obi Wan Kenobi warns Anakin not to do anything stupid and says "I fear you'll be the death of me." (MORE FORESHADOWING!)

Ben Kenobi lands on Waterworld, er, the planet Kamino where the leader of a race of pale almond-eyed creatures (think: "Communion" and "The X Files") tells him that they have been expecting him for quite some time. Kenobi plays along with them, and learns that one of the Jedi masters secretly placed an order 10 years previously for an entire army of clones. The Kaminoans (Kaminoites?) explain that the new clone warriors are superior to battle droids, because they possess intelligence and instinct, but that they will do whatever you tell them to do. The clones have no free will of their own.

Meanwhile, young Anakin Skywalker is putting the moves on Padme Amidala. First he woos her with talk of setting up a benevolent dictatorship that would sweep away the last vestiges of old Republic. Then he uses his Jedi powers to levitate a piece of fruit. He tries to show off his rodeo skills and is trampled by some sort of CGI space buffalo. Amidala is afraid that "Annie" has been hurt, but he’s only faking. Anakin laughs maniacally, and the two of them roll around in the grass.

Later, as Anakin and Padme are reclining in front of the fireplace, the young Jedi confronts her: For the last 10 years, he has been haunted by her forbidden kiss! -Even though he was only 8 years old at the time! Padme tells him that she won’t let him destroy his career as a Jedi just for her sake.

What follows is one of the worst attempts at romantic dialogue ever written. Somebody slap that boy!

On Kamino, Obi-Wan Kenobi learns that the bounty hunter he has been tracking throughout the known universe is the very same man whose genetic pattern was used to create the army of clones. Kenobi asks if he can meet this bounty hunter, and his host introduces him to the father-and-son team of Jango and Boba Fett. Kenobi asks if Jango has recently been on Coruscant. Jango isn’t fooling anybody. After Kenobi leaves the room, Jango tells his son to pack his bags because they are leaving Kamino immediately.

As Fett's spaceship is preparing to take off, Obi-Wan runs out onto the landing pad and the two of them fight. After 20 years of speculation, we finally get to see what all that fancy body armor is really capable of (missiles, grappling hooks, jet pack, etc.) as Jango Fett fights Obi Wan Kenobi to a standstill -with a little help from his son. During the battle, Kenobi falls off the side of the building, but he manages to get back up just in time to attach a homing beacon to the side of Jango Fett's ship.

Back on the planet Naboo, Anakin has a nightmare in which his mother is suffering. Perhaps he's feeling guilty for having abandoned her to a life of slavery 10 years previously. Anakin tells Padme that he can no longer be her bodyguard, because he is going to return home to Tatooine immediately. The young Senator decides to go with him. -Assassins be damned!

In a touching scene on Tatooine, Anakin is reunited with his former master. The former slave holder tells Anakin that he sold his mother to a moisture farmer named Lars and that the two of them got married (I'm not even gonna touch that one!). Anakin shows up at the moisture farm and is introduced to Owen Lars and his girlfriend Beru. Luke's future Uncle Owen is now Anakin's step-brother. Or something like that. Having written himself into a corner (virgin birth, etc.) George Lucas is TYING UP LOOSE THREADS.

While on Tatooine, Anakin and R2D2 are also reunited with C-3PO who -if you remember from the last movie- a young Anakin actually built with his own two hands (MORE TANGLING UP OF MORE LOOSE ENDS). Apparently droids have very lousy memory, because in “Episode IV”, C-3PO can't remember ever having lived here before, or the fact that his original master Anakin is Luke Skywalker's father.

For this next scene George Lucas has recreated the entire farmhouse from the original Star Wars movie -right down to the plastic Tupperwear cups and the orange-and-black paint job on the ceiling that mysteriously ends about halfway down the wall. It is one of the only sets in the entire movie that actually looks substantial and real -probably because it wasn't computer-generated.

Obi-Wan Kenobi follows Jango Fett's ship through hyper-space to the planet Geonosis. A short (and rather one-sided) dogfight ensues, and Obi-Wan chases Jango Fett's ship into a deep, dark cave (George Lucas' psychiatrist must have had a field day with this one) (ever notice how many giant caves there seem to be in outer space?). Kenobi's ship is severely damaged by a homing missile, and the bounty hunter thinks his pursuer has been destroyed. Jango Fett lands on Geonosis while Kenobi hides on the back of an asteroid until Jango Fett is out of sight.

Once on the surface of the planet, Obi-Wan Kenobi quickly discovers that the evil Count Dooku and the nefarious Trade Federation are the ones who are responsible for the plot to kill Senator Amidala. The (very Eastern-sounding) representatives of the Trade Federation want revenge for being defeated in the Battle of Naboo (see: The Phantom Menace). Before the Trade Federation will commit their armies to the seperatist’s cause, they want Count Dooku to deliver Padme Amidala's head on a platter. A lot of rather dubious pidgen English quickly ensues.

Obi-Wan returns to his space ship, and tries to send a message to the Jedi Council. But the planet Coruscant is out of range. He decides to send a message to Naboo so that Anakin can relay it on to the Council. But his apprentice is nowhere to be found on Naboo. Where the hell is he? Obi-Wan soon realizes that Anakin Skywalker is on Tatooine. What the hell is he doing on Tatooine?! We were wondering the same thing ourselves…

At that same moment on Tatooine, Anakin is speeding across the desert in search of his mother. His mother was kidnapped a month ago by Tusken Raiders (aka "Sand People"), and is presumed dead. Anakin finds his mother hog-tied in the raiders’ campsite, but he is too late to save her. His mother dies in his arms. More Freudian baggage for the Darth Vader mythos. Anakin goes on a rampage, and kills everything that moves. John Williams conducts “The Imperial March.”

Back at the Skywalker ranch, Anakin screams at Padme about how unfair it is that his mother is dead, and Obi Wan Kenobi is jealous and trying to hold him back, and one day he will have his revenge. He tells her that he has slaughtered the entire Tusken Raider settlement. “They are animals! I killed them all!”

Padme is obviously smitten with Anakin Skywalker. Who wouldn’t fall in love with a sullen teenager with a murderous temper and fascist tendencies?

The Jedi Council finally receives Obi Wan's message with the help of R2D2. This looks bad. It could mean civil war. Thankfully, there's already a big army of clones awaiting their first orders on Kamino. How convenient!

At the urging of the ruling Council, Jar Jar Binks introduces a proposal in the Senate that would give Chancellor Palpatine sweeping Emergency Powers (shades of 9-11 anyone?). The measure is overwhelmingly approved by the Senate. The Republic is now in a state of martial law. Yet another reason for everyone to hate Jar Jar.

Obi-Wan is captured and held prisoner on Geonosis. While in prison, Count Dooku warns him that the Senate is now under the control of a Sith Lord named Darth Sidius. He asks Obi-Wan to join him and the separatists. Kenobi refuses.

Ignoring their instructions, Anakin Skywalker and Padme Amidala arrive on Geonosis to try to rescue Ben Kenobi. They enter the enemy fortress through a cave (more caves!) which leads directly to the back door. The cave is lined with hundreds of angry winged creatures who proceed to attack Skywalker and Amidala. After running the gauntlet through the cave full of monsters, they go through a door and enter an industrial robot factory. You can just imagine Joseph Campbell trying to explain this as "The hero's journey into the underworld..."

A rather ridiculous fight scene ensues in which Anakin and Padme are riding on top of a giant moving conveyer belt while trying to avoid being smashed to bits by pieces of heavy machinery. (Did it ever occur to them to hop down on the floor?) C3PO has his head knocked off (that joke never gets old!) and it is welded onto the body of an enemy battle droid.

Padme is nearly incinerated in a crucible of molten metal. Good thing R2D2 is there to save the day! But before they can escape, Anakin and Padme are taken prisoner by Jango Fett.

Things do not look good for our heroes! It seems that they are about to be sentenced to death. Padme tells Anakin that she is madly in love with him, and they finally share a kiss.

The prisoners are chained up next to Obi-Wan Kenobi in the middle of a giant gladiatorial arena. The guards don’t seem to mind the fact that Padme is picking the lock on her manacles. Thousands of computer-generated aliens cheer as the guards release some of the most obviously computer-generated monsters since the original “Rampage” video game came out. If this had been an episode of “Hercules: The Legendary Journeys” it might have been excusable. But on the Big Screen it looks horrible!

Needless to say, the two Jedi and Amidala manage to fight their way free. Somewhere along the line, Padme’s white space suit seems to have changed into a crop top ala Britney Spears. Suddenly, all the other Jedi knights appear, and they throw themselves into the battle. The head of the Trade Federation is furious that Amidala is getting away -”Kill her! Kill her!” Hundreds of battle droids -including what’s left of C-3PO- attack the Jedi knights.

Oh, yeah! We forgot about the giant rhinocerous! The three monsters are still running around killing battle droids. Obi-Wan dispatches one of the monsters by cutting off its feet with a lightsaber. (Joseph Campbell moment: he is "Slaying the dragon.") Jango Fett takes out another one with his pistol after joining in the fray (that jet pack he wears doesn't seem to be good for much.) After shooting one of the senior Jedi, Jango Fett is unceremoniously decapitated by Mace Windu. Young Boba runs out onto the battlefield and picks up his helmet. YOU KILLED MY FATHER -PREPARE TO DIE!

Count Dooku orders the battle droids to stop fighting. He tells the Jedi that they have fought bravely and with honor. But they are hopelessly outnumbered. He tells them to surrender or be destroyed. They refuse. The fighting resumes.

Suddenly, huge spaceships appear over the stadium. An army of clone warriors has arrived! In what has got to be one of my favorite scenes in the entire movie, YODA is ordering proto-Stormtroopers into battle. Apparently the great Jedi master has no moral qualms about using disposable soldiers with no free will who will do whatever you tell them. Short-sighted, a bit he is.

A tremendous battle takes place on the surface of Geonosis. I hesitate to use the word "epic" because visually its a total mess. You remember the space battle in the original Star Wars? The special effects team only had about a dozen scale models of the tie fighters and the X-wings, but they managed to create the illusion of a massive invasion force by using a lot of extreme close-ups and focusing on individual characters. Here you see thousands of CGI soldiers, tanks and... killer hula hoops?... running every direction, and there's nothing for the eye to focus on except for the obviously fake (and mostly featureless) alien landscape in the background. In an attempt to distract your attention from the lame computer graphics, George Lucas uses so many quick cuts that its a wonder this film isn't being blamed for causing seizures in people with epilepsy.

While the clones and battle droids are busy duking-it-out, Dooku is in the War Room. His generals inform him that they are losing. Where did this other army come from?! The fish-faced general warns him that the Jedi Council must not get their hands on the seperatists' plans for the ULTIMATE WEAPON! "If they find out what we are planning, we would be finished!" Fishface activates his Palm Pilot, and a holographic image of the Death Star appears. Dooku promises to personally deliver the secret plans to his master back on Coruscant.

The race is on to catch up with Dooku before he has a chance to escape. Padme falls out of a moving spaceship and lands in the sand. Anakin gets into a shouting match with Obi-Wan over whether they should go back to see if she's alright, or continue on to the enemy fortress. Padme dusts herself off, and orders a group of clone troopers to follow her to the castle.

Inside the fortress, Count Dooku is confronted by Obi-Wan Kenobi and Anakin Skywalker. How come only the evil Jedi get to play with the funky novelty lightsabers? Our heroes decide to gang up on him. That's not very sportsmanlike. Dooku shoots bolts of lightning from his fingers, and Anakin is knocked unconscious. It must be Christopher Lee's big year for playing evil wizards.

Obi-Wan Kenobi engages Dooku in a lightsaber duel and Dooku makes fun of him. "Is that the best you can do? I'm disappointed." The Count slices open a large portion of Kenobi's mid-section (good thing laser burns are instantly cauterized), and prepares to deliver the killing blow...

-But wait! Young Anakin is back on his feet. Kenobi throws him his lightsaber, and Anakin gets to show off his amazing paired weapons style... But the young apprentice still has a lot to learn about fighting. Dooku neatly disarms him and cuts off his arm (ITS A FAMILY TRADITION!). Enter Yoda.

Now I know what you're thinking: how can a 700-year-old ex-puppet who hope to defeat a man who's more than twice his size?

Dooku brags that he is now more powerful than Yoda. Yoda gives him a piece of his mind. "The Dark Side in you I sense." Bolts of energy shoot out of Dooku's fingertips. Yoda catches them and absorbs them. A flick of the wrist, and the ceiling collapses. Yoda pushes it away. This goes on for quite some time. Dooku finally agrees that there is no clear victor since they have both achieved equal mastery over The Force. Dooku tells Yoda that they will have to settle this with lightsabers.

Yoda whips off his cape, and brandishes his lightsaber. The little green dynamo is pissed! He's ready to show off his Crouching Tiger moves! Yoda is literally bouncing off the walls! And while most of the lightsaber duels in the Star Wars films seem to move by very slowly... and... deliberately... like Tai Chi excercises, this one explodes with a sudden burst of energy.

It says a lot about Attack of the Clones that the best fight scene in the entire movie takes place between a 70-year-old man and a muppet. This scene was actually kind of fun to watch.

The two Jedi are fairly evenly matched. But Dooku still has some tricks up his sleeve. He uses The Force to pull down a heavy stone column. Yoda is forced to abandon the fight in order to save the lives of Anakin and Obi-Wan Kenobi. Dooku escapes in his ship.

At the end of the movie, Dooku delivers the plans for the Death Star to his master Darth Sidius (i.e. Senator Palpatine wearing a black hooded robe). The logic of this escapes me: Dooku claims to have quit the Jedi in disgust after learning that a Sith Lord had managed to infiltrate the Senate. In protest over widespread corruption in the Senate, Dooku has become the leader of the seperatists. Then he embraces the very same Sith Lord as his master. Does this make sense to you?

QUESTIONING AUTHORITY = DARK SIDE OF THE FORCE

Just to recap: while Dooku was assembling an army of battle droids, his master was secretly creating an army of clones to oppose them. When the civil war breaks out, Palpatine steps forward as a "reluctant" supreme leader. Brilliant.

Meanwhile, Anakin and Padme have returned to the planet Naboo where they are secretly married. (And you thought that Luke and Leia were just a happy "accident"? -This is Star Wars, dammit! The future Dark Lord can't be having pre-marital sex! ) Anakin is sporting a brand new robot arm - apparently taken from C-3PO. I liked him better when his face was completely hidden by a mask.

The "Family Values" crowd is hereby advised to take note of the following political subtexts:
- Human cloning = bad
- Marriage = slavery = good
- Politicians can't be trusted
- Having your hand cut off is an important right of passage
- Artificial limbs are a reasonable alternative to human stem cell research
- Pacific Islanders = can't be trusted (because) they're dangerous (and) "They all look the same"

There is also the implied political subtext:
- Abortion = bad

(Just think! -If Padme had decided to terminate her pregnancy after Anakin turned to evil, Luke Skywalker would never have been born!)

The final 30 seconds of the movie is actually quite impressive. FINALLY a good use of special effects! We see thousands of clone troopers marching in formation -whole legions of armored soldiers- while Star Destroyers hover over the skyline. The Jedi look down on the armies of the Republic from a balcony at the Jedi monastary. "The Clone Wars have begun." It is truly a chilling image. If only the next movie could be as good as the last 30 seconds of Attack of the Clones...

SAMPLE DIALOGUE: "I don't like the sand. It's coarse and rough and irritating--not like you. You're soft and smooth."

"The day we stop believing in democracy is the day it dies."

(I've got a bad feeling about this...)

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This article is a work of film criticism, and is not meant to be an infringement on copyright. All characters associated with the Star Wars franchise remain the property of their original copyright holders.