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There are times in my life when I look back on my old reviews, the ones I wrote when I was about 16 or 17, and I cringe at some of the mistakes I made as a writer and a critic. Since that time, I'd like to think a good portion of my knowledge and opinions on certain subjects has increased immeasurably. But looking back, I've made some tremendous errors in judgment. Chalk it up to inexperience or adolescent ignorance to the lack of foresight. And brother, I never had less foresight, then on my Star Wars: Episode 1 critique.

Readers who have read my original review of The Phantom Menace know something about me they probably don't like. I went out on a limb and gave it a good review. Worse! I gave it a rave review! You're probably thinking to yourself "YOU IDIOT!!!. Did you actually watch the film?" I did. I finally watched it again for the first time in three years. And I'll admit it now; The Phantom Menace, in retrospect, is far from flawless. Is that the understatement of the year? Absolutely. Seeing it again after all this time, it hit me like a cold shower. I had so much faith in Episode I, that I suppose I jumped the gun a bit. Now that I've looked at it closer, the scales have fallen from my eyes. Jake Lloyd (with those stupid "Yippee's" of his), Jar Jar Binks, the gaping holes in the plot (especially that midi-chlorian nonsense), stiff dialogue, too much hype and the lack of an involving storyline; these are a few of my not-so-favorite things.

Which is why I'm happy to report that Attack of the Clones, the second in George Lucas' Star Wars prequel trilogy, is quite a few steps up from the last episode. All that was wrong with the last film has either been ejected, improved upon or, at the very least, minimized. It ends up being a bridge between the light-headed stupidity of Episode 1, and the predicted all-consuming darkness of Episode III.

The latest episode opens 10 years after the last one. Padme Amidala (Natalie Portman), formally Queen Amidala, but now a Senator from Naboo, journeys to Coruscant, the center of the Republic. She is travelling there to provide her opinion on the growing separatist movement. Chancellor Palpatine (Ian McDiarmid), the once-and-future Emperor, feels the need to create a "Grand Army of the Republic", to counter the threats of the separatists. He needs full support from the imperial senate. Amidala doesn't believe this to be wise. There is more than meets the eye to these political wranglings. And somebody wants Amidala out of the way, so there will be no opposition to the vote. After an attempt on her life, the Jedi Council offers her protection, sending two bodyguards to watch over her. Assigned to her are Jedi Master Obi-Wan Kenobi (Ewan McGregor), and his young Padawan apprentice, Anakin Skywalker (Hayden Christensen).

Up until now, it's been feeling a little like CNN and not enough like Star Wars. It is with the re-introducing of these two Jedi that things begin to pick up. The mysterious assassin Jango Fett (Temuera Morrison) seems to be the culprit behind the plot on Amidala's life. After a second attempt on the young Senator (and after one hell of an aerial chase between the Two Jedis and the assassin through the peaks of Coruscant), Obi-Wan and Anakin split off on two separate adventures. Obi-Wan goes in search of Jango to a "hidden" planet. There, he unwittingly uncovers a massive cloning scheme, which seems to have as much to do with the separatists as it does the Republic.

Anakin, in the meantime, accompanies Amidala back to Naboo for security reasons, as her protector. During their idyllic stay there, feelings of love begin to grow between the future parents of Luke and Leia. Yet, the darker aspects of his personality are increasingly troubling Anakin. He acts rashly and impatiently when trouble arises; his temper tends to go unchecked; and he is far more arrogant about his abilities than he should be. He hastily returns to his home world of Tatooine, with Amidala in tow, sensing that his long-separated mother is in grave danger. What he finds there may prove to be the seeds of his own undoing, and the destruction of those that he loves. Including the blossoming romance between Amidala and him.

Meanwhile, there is trouble brewing on the horizon. Obi-Wan's discoveries are leading to acts of war on The Republic's side, and the Jedi are overwhelmed by the gathering storm. Masters Mace Windu (Samuel L. Jackson) and Yoda (now entirely a CGI creation, voiced by Frank Oz) must decide whether they should throw themselves into the eye of the storm. All plot threads converge on the rocky planet of Geonosis, where the mysterious Count Dooku (Christopher Lee) appears to be leading the separatist movement. But upon further inspection, the allusive Darth Sidious (also played by McDiarmid), a Sith lord of the dark side, seems to be the one pulling all the strings.

Finally, it looks as if Lucas is getting back on track, with an emotionally driven plot and genuine acting from his performers. McGregor in particular seems more comfortable in the role of Kenobi, than he did in the first one. He's firmly in control of his part, and he seems to be transforming more into Alec Guinness with each minute he's on screen.

Christensen is also noteworthy as Anakin, in that he brings a much-needed intensity to the series, which 9-year old Jake Lloyd couldn't convey in the first chapter. All it takes is one cold, hard stare from his eyes, and you just KNOW that Anakin is headed down the path of the dark side. Even if Christensen's voice probably won't erase memories of James Earl Jones (he sounds a little too much like Justin Timberlake for my tastes), his very stature feels menacing. And what happens to him over the course of the story explains much about how he became the monster, known as Darth Vader, of the first series.

Other characters of note include Jackson, who gets more to do this time around than sitting on his keister, gets to expand his bad-ass mutha persona to new levels; Lee, bringing his wonderfully slithery presence to yet another cherished series (he's also Saruman in The Lord of the Rings trilogy), as Dooku; C-3PO and R2-D2 are on hand as well, providing somewhat subtler comic relief than Jar Jar did.

And then there's Yoda and the infamous fight scene. It's fair to say that Lucas has been watching The Matrix lately, because he has Yoda deifying the laws of gravity. I do feel a certain nostalgia for the old Muppet, when he was still a hand-held puppet operated by Frank Oz. Oz brought so much emotion and feeling to a mixture of rubber and cloth, that it's hard to imagine him being digitally replaced by a computer. But the new CGI Yoda is no Jar Jar. Far more expressive than any incarnation before him, the effects merely enhance the knowledge that, yes indeed, Yoda was perhaps the greatest Jedi ever. Oz can instill as much emotion and personal tics into a computer-generated version, using just his voice, as he can in a Yoda that's "in the flesh". I've heard complaints about the blurriness of the CGI creation, when Yoda starts fighting Count Dooku. But C'mon folks! Wouldn't it be more ridiculous if they had the Puppet Yoda doing the fighting, instead of Digital Yoda?

Speaking of Digital, there's good news for you Jar Jar haters. He gets hardly more than 8 minutes of screen time total. I'm somewhat glad myself. Although I never hated him as much as half the universe seemingly did (hell, I even laughed at him once or twice in TPM), I felt like he belonged in some other movie. A Saturday morning cartoon show on Nickelodeon. Not Star Wars! He's never gonna fit into the grand scheme of Lucas' universe.

Lucas' much ballyhooed use of Digital filmmaking techniques pays off rather nicely. Depending on what type of projector is used at your local theater (either Standard or Digital), the images tend to look sharper and brighter than I've seen them in previous sci-fi movies. I'm not saying that celluloid is dead just yet though. This is the type of movie making that may work for pure visual thrill (needed somewhat in the Sci-Fi-Fantasy realm), but isn't particularly revolutionary in the field of actual storytelling. You need a good writer and director for that, no matter how much state-of-the-art equipment you have at your disposal.

When it comes to directing action scenes, Lucas is still the tops. The proof lies in the final 45 minutes, when the attack from the film's title finally arrives. Truly spellbinding! But Lucas has not quite mastered writing and directing scenes with large chunks of dialogue, or even minimal amounts of acting. Particularly the romantic elements involving Anakin and Amidala. They are merely rusty, well-worn cliches from half a million other love stories. It is through the sincerity of Christensen and Portman's performances, that we are able to get through the love scenes, without gouging our eyes out. They make us believe that they're in love, even if the script fails to do so. Otherwise, it would be more unbearable than it turns out to be. Let's just be thankful that it's not Pearl Harbor (shudder).

So in the end, have I been disappointed again by Lucas' prequel saga? During the opening minutes I was. But as the movie moves forward, it begins to gain momentum, moving towards an amazing 40-minute climax at light speed. And that is where Lucas' real strengths lie: Directing technologically exhilarating action. In the last half, Battle Droids, Clone Warriors, Genosians and Jedi alike do battle over the fate of the Republic. This is where the laughable B-Movie title of Episode II begins to make sense. I still wish Lucas should inject a dose of Han Solo-type cynicism into his scripts, and not take his "Holy Trilogy" so seriously. Although I was more impressed by the other must-see-hit-of-the-summer, Spider Man (the ultimate comic-book adaptation, if there is such a thing), Episode II doesn't leave me feeling as if I've wasted my time and money. I think the franchise is well on the road to recovery. Like The Empire Strikes Back, it leaves you with enough anticipation for what's coming up in (according to Lucas) the "darkest" chapter, Episode III. Hopefully by then, Lucas will have grown up a bit and made a film for Adults, like TESB. He's almost there though.

My Rating =

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