Rating: **1/2 (out of 4)

Story/Screenplay/Directed by George Lucas

Let's establish the evaluation baseline here at the top: no Star Wars epic will, or can, garner anything below two stars. There's just too much action, too many special effects, too much sheer SCALE for it to ever be an outright disappointment. The only question remaining is does it deliver enough in terms of story and characterization to go fully over the top.

Here, I regret to say, "Attack of the Clones" falls a ways short.

Take the opening scene, the rather conspicuous assassination attempt on now-Senator Amidala by the destruction of her ship. Obviously Supreme Chancellor Palpatine/Darth Sidious was ultimately behind it, but why try to bump off Amidala - who is, even more conspicuously, the swing vote in the Galactic Senate on whether or not to deploy a "Grand Army of the Republic" (interesting Civil War resonance here as foreshadowing of things to come) - in such blatant fashion? It's only AFTER this hamfistedness that a stealthy mode of murder is attempted, only now she's got Jedi bodyguards who thwart this second attempt. If they'd gone the quiet route to begin with, Amidala would be dead and the Jedi would have been none the wiser.

But the bad guys always have to do something dunderheaded to alert the good guys to the bad guy's eeeeevil plot, mostly because the good guys are usually dumber than granite.

The two Jedi bodyguards are, of course, Obi-wan Kenobi and his sullen, nineteen-year-old padawan apprentice, Anakin Skywalker, who tear off after the assassin from Amidala's boudoir - Kenobi riding the airborne droid, Anakin in a speeder he "borrowed." All manner of FX-laden stunts and spots later, they finally catch the assassin, but just as she's about to say who hired her, she's killed by a poison dart fired from somebody wearing a mask and a jetpack.

From here the picture splits into the standard two tracks, to be rejoined at the end. While Anakin is assigned to take Amidala back to Naboo and protect her there, Obi-wan sets off in search of an uncharted planet whose inhabitants are said to be "good at cloning."

There are several things to consider here. For one, why couldn't Amidala cast her vote on the defense budget before she left? And if she was leaving before she could cast it, why would she be in danger back on Naboo? Especially since JarJar Binks was left behind as her proxy, in what has to be one of the most stunningly unwise moves any pol has ever made in any galaxy, no matter how "far, far away." I didn't see that she even briefed him on how she wanted him to vote on the matter, leaving his meager cranial contents to be molded at will by Palpatine/Sidious.

In a strategic sense, that really settled the big-picture question. The future emperor has his "grand army" to "put down the separatists in the name of the Republic." The die is thus cast.

All that remained in terms of details was how to get the good guys out of the messes into which they kept stumbling. And even doing that furthered the cause of the Dark Side.

Obi-wan finds the uncharted planet called Kamino (after a thoroughly useless scene in which Yoda and a pack of padawan snot-noses pompously tell him the obvious) to be a world completely covered by oceans and racked by constant, raging storms. The inhabitants, extraordinarily tall, thin albino beings, mistake Kenobi for a representative of another alleged Jedi Knight, telling him that his "order" is almost ready.

The "order" is for a massive army of cloned soldiers, millions of them, who will become the Imperial storm troopers of the future "second" trilogy. Inquiring to a degree that would have made ME suspicious, Obi-wan discovers that this "order" was placed about ten years before - just after Palpatine/Sidious was elected Supreme Chancellor - and by Sido-dyas, a Jedi thought to have died, also around that same time.

Kenobi also encounters the bounty hunter hired indirectly by Palpatine/Sidious to arrange the assassination of Senator Amidala, Jango Fett, along with his clone "son," Boba. Not too long later they have a knock-down drag-out when Jango attempts to leave that left me considerably less than impressed with Obi-wan's abilities as a Jedi.

Fett's flight could be seen as a foolish mistake that leads Kenobi right to the heart of the bad guys' plot, or it could be seen as luring Obi-wan into a fatal trap. Probably a little of both, actually.

Obi-wan ends up on a planet called Geonosis, where the rumored "separatists" are gathered to purchase another vast army (of battle droids) assembled by another Jedi who supposedly died a decade earlier: Count Dooku, trainer of...Qai-gon-jin, Kenobi's late master. Kenobi overhears their plotting and attempts to get a message to the Jedi Council but is captured before he can fully do so.

While his master is trying to save the galaxy single-handed, Anakin tries desperately to deploy the raging, er, "sabre" he's been carrying around for Amidala for half his life. When he isn't trying to nail the nubile young Senator he's charging off on unauthorized whims, such as to Tatooine to save his mother, the Force having alerted him to her imminent peril. Kidnapped a month before by Tuskan raiders, she hangs on long enough for Sonny Boy to find her so she can croak in his arms. Mature, disciplined Jedi that he is, Anakin promptly flies into a genocidal rage and massacres the entire Tuskan settlement. Then he compounds his folly by tearfully confessing it all to his girlfriend, who, rather than recoiling in horror, insipidly falls for him because of it instead. Then they BOTH charge off to Geonosis to try and rescue Obi-wan, against the direct orders of the Jedi Council to keep Amidala out of harm's way.

As you may have guessed, if I'm less than impressed with Obi-wan Kenobi, I've not far above contempt for young Anakin. Bluntly put, he's a punk, and Kenobi is still too much of a greenhorn himself to train him (just as he admitted to Luke Skywalker years later).

You can see why padawans are accepted at such a young age, where their beliefs and attitudes can be more comprehensively molded. Anakin started with divided loyalties (his mother, Amidala) and ten years later he's crippled by them. Perhaps not even Yoda could have trained him properly (and of course, Yoda advised against his training to begin with), but Kenobi certainly can't, as he's less father figure than big brother to Anakin, and how many little brothers ever listen to anything their big brothers tell them?

You can tell this in how Obi-wan incessantly lords his authority over Anakin, endlessly criticizing him, never providing even the occasional pat on the back or any other form of positive feedback. Add to that the fact that Anakin IS stronger in the Force than Kenobi and the result isn't a master training an apprentice, but a rivalry pitting experience against ability. Obi-wan's insecurity prompts him to hold Anakin down, which only reinforces his resentment - and Anakin already has issues, as discussed above.

Maybe Kenobi thought he was giving Anakin some space to grow by assigning him to protect Amidala, but (1) he really could have used his help on Kamino and Geonosis, and (2) he KNEW that his apprentice was seriously distended for the Senator and was still highly undisciplined. This was an occasion, ironically, to reel him in, not cut him slack. But I suppose Luke and Leia had to come from SOMEWHERE, so that particular plot element was a fait accompli.

I just wish the romance angle had been written and performed better. I didn't remotely buy Amidala falling for Anakin, who chased after her as a leering, raging hormone storm. But then her early attempts to play hard-to-get were kind of undermined by walking around half-undressed in front of him. And the rolling around in that meadow where she ends up mounting him? Yeah, THAT's going to discourage his advances. Suffice it to say that as satisfying courtships go, Anakin-Amidala is no threat to Han Solo-Leia Organa.

So, the romance angle was a perfunctory dud, and Obi-wan got himself in over his head. So how do the good guys get out of this pickle? (1) By one attempting to rescue the other (Anakin and Amidala coming after Obi-wan); (2) by the rest of the Jedi, led by Mace Windu, coming to their outnumbered rescue; finally, (3) Yoda coming to ALL their rescue (those that were still animate) not once, but twice - first in the gladiatorial arena with, ironically enough, a division of clone soldiers (when life hands you a lemon....), and second when Count Dooku/Darth Tyrannus easily overwhelms Obi-wan and Anakin, costing Anakin his right arm (answers THAT question). Yoda as whirling dervish, lightning-absorbing, Jedi badass was a CGI hoot, but it made the erstwhile principle heroes look like - well, the greenhorns they are.

Back on Coruscant in the now-empty Jedi Council chamber, Obi-wan calls this a victory, to which Yoda reproachfully replies that it was anything but that. "Arrived, the dark times have," he sighs, as star destroyer after star destroyer lifts off to re-conquer the "Confederacy of Independent Systems," which Dooku/Tyrannus set up to be massacred, their secession the excuse Palpatine/Sidious needed to transform the Republic into the Empire. The Clone Wars have begun.

There are other questions, of course - why Darth Vader couldn't shoot lightening from his hands, how two Sith masters can blind the entire Jedi order and conquer the whole galaxy at a stroke, how Yoda, of all people, couldn't foresee any of this, why Kenobi was sent on this mission instead of a more experienced, capable Jedi - but Episode III is going to be enough of a downer without trying to make sense of Episode II.