The story begins 10 years after the events in "The Phantom Menace": Queen Padmé Amidala (Natalie Portman) is now a senator on her way to Coruscant for a very important vote on whether to create an army to deal with the increasing strife within the Republic. She would rather rely on diplomatic negotiations and is staunchly opposed to the motion--a stance that results in an attempt on her life. The Jedi Council determines she must return to her home planet of Naboo for safety's sake and assigns one of their own to protect her: Padawan learner Anakin Skywalker (Hayden Christensen).
The friendly little boy who dazzled influential Jedi Master Qui-Gon Jinn with his pod-racing skills has grown up into an angsty teenager who feels his mentor, Obi-Wan Kenobi (Ewan McGregor), is holding him back from his full potential. He has been waiting anxiously for the day that he would be reunited with Padmé, and he wastes no time in professing his love for her. A public figure, she resists, knowing that they could not pursue a romantic relationship nor keep it a secret if they did.
This love story, central to the Star Wars mythology, is the most flawed part of the script in an otherwise exciting sci-fi action adventure. The intimate exchanges are saccharine yet a bit too sophisticated for a teenage boy. And it's difficult to quite buy into why Padmé returns his affection--it's clear that his politics are dangerous ("Well, if it works," he says of his description of a dictatorship-like government) and that he's plagued by uncontrollably violent tendencies. Still, there's a quick little kiss in the midst of a battle that feels incredibly genuine.
The couple's flirtatious frolicking in isolation on Naboo, where they are surrounded by verdant meadows, amiable cow-like creatures and grandiose waterfalls, is brought to an end when Anakin no longer can ignore the nightmares that have been tormenting him. He is determined to return to the desert planet of his birth, Tatooine, to rescue his mother, whom he feels is in pain. He and Padmé follow her journey to a rural farm where, in a fun bit of foreshadowing, he meets stepbrother Owen Lars and his girlfriend Beru. But Anakin is too late: His mother has been kidnapped by Tusken Raiders, and, by the time he reaches her, she dies in his arms. Anakin's brutal revenge on the nomadic tribe portends his future shift to the dark side of the Force.
Meanwhile, Obi-Wan embarks on an investigation into the assassination attempt by a mysterious bounty hunter named Jango Fett (Temuera Morrison). His search leads him to the windy, rainy planet of Kamino, unseen on the charts in the Jedi archives. There he uncovers a conspiracy to create an army of clones patterned after Jango on the orders of a now-dead member of the Jedi Council (or, it's hinted, someone pretending to be him) from a decade before. Obi-Wan then follows Jango to the bowels of a battle droid factory, where he overhears the traitorous plans of Count Dooku (Christopher Lee) to kill Padmé and start an intergalactic war.
Obi-Wan is captured and chained in a gigantic, "Gladiator"-like coliseum, where he soon is joined by Anakin and Padmé, who have come to save him. ("Good job," Obi-Wan quips as his would-be rescuers are likewise chained.) They are to be devoured by humongous, gruesome creatures, to the delight of the cheering crowd. But, responding to Obi-Wan's distress call, Mace Windu (Samuel L. Jackson) and his fellow Jedi Masters have arrived to save the day, soon joined by Yoda (voiced by Frank Oz) commanding the clone army in a scene shot occasionally reminiscently of war movies like "Band of Brothers."
Moreso than in "Episode I," "Attack of the Clones" is beginning to fill in the pieces of the Star Wars mythology. It is in this film that Anakin loses his arm during a light saber battle. There are references to plans for the ultimate weapon of destruction (the Death Star). And even Boba Fett (Daniel Logan), the young son of Jango, plays a role integral enough that his future motivations to begin to form.
This self-referencing/foreshadowing (a quality unique to the Star Wars series, as it is told out of order) includes bits of ironic humor as well, such as when Obi-Wan flippantly says to Anakin, "Why is it I get the feeling you're going to be the death of me?" And the beginnings of C-3PO and R2-D2's cantankerous yet mutually respectful relationship begin to take shape. (C-3PO's head is mistakenly attached to a the body of a battle droid in a nice comic touch. R2-D2 rescues him, dragging 3PO's head to his body. "What a drag!" 3PO says. "I'm beside myself!")
Like the plot, the characters here have been fleshed out and more fully realized by the actors who portray them. Portman, free of the inhibitingly ornate costumes she wore when she was queen (though her wardrobe, by Trisha Biggar, still is incredibly beautiful and detailed), has dropped her flat delivery of dialogue and thus is as engaging and as likable as her talent promises. Christensen giftedly captures the pouty bull-headedness of his character (also exhibited by Anakin's son, Luke, in "Episode IV"). McGregor, out of Liam Neeson's shadow, finally has a meaty role to sink his teeth into. And even Yoda, here CGI, while he loses some of his puppety charm, exhibits polished expressiveness, particularly in his showdown with Count Dooku, a definite highlight of the film.
If "Attack of the Clones" has one thing in common with "The Phantom Menace," it is the full realization of Lucas' bountiful imagination. The lush paradise of Naboo, the deserted outskirts of Tatooine, the futuristic metropolis of Coruscant, the cavernous hall of the Senate, the intimate quarters of Senator Padmé, the elegant factory where the clones are raised--the sets and CGI are fantastic. And like the alterations he made to his original three films, changing the shape of the explosions of planets, Lucas here has made up entirely new sounds: Seismic charges fired during a chase scene in an asteroid belt blank out any and all sound before exploding magnificently, proving even the most common elements are ripe for creativity. Starring Ewan McGregor, Natalie Portman, Hayden Christensen, Ian McDiarmid, Samuel L. Jackson and Christopher Lee. Directed by George Lucas. Written by George Lucas and Jonathan Hales. Produced by Rick McCallum. A Fox release. Sci-fi/Action. Rated PG for sustained sequences of sci-fi action/violence. Running time: 141 min