See the Star Wars LogBook for plot summary.

Attack of the Clones does not quite have the depth and drama of Empire Strikes Back, nor does it have the innocent adventurous fun of the original Star Wars, although it leans much closer to the former. There are a lot of plot developments crammed into the two-hours-plus, and some feel a little bit forced or rushed. The romance between Anakin and Padme, to a degree, falls into this category; this element is also not particularly well-served by the dialogue or acting, which does sometimes edge over into the 'stiff' category. Those caveats aside, the movie has a number of exciting visual sequences, some nice character interactions among the leads, a more direct connection to the original trilogy, and a willingness to explore the darkness one would expect from the fall of a Jedi and the rise of an Empire. The result is a movie that is much better than Phantom Menace and even offers improvements on Return of the Jedi, and which should be satisfying to most fans of the original films.

OK, that's the general take. My more specific thoughts on the film follow. Beyond this point, spoilers aplenty. You've been warned.

Anakin is obviously a more complicated character this time around, and Hayden Christensen generally does a good job with the passionate-but-trying-to-be-reserved young Jedi. He, and the character, are better served when allowed to let loose, or at least to show a little spark, such as in the teacher-and-pupil banter between Anakin and Ewan McGregor's Obi-Wan. When he's trying to play the serene Jedi, Christensen can come off as stiff or wooden, but I felt it nicely set up the contrasts of the character - a powerful young man with good intentions who doesn't quite have the emotional maturity to handle his gifts and the responsibilities that come with them.

Depending on your point or view, that immaturity either sinks or justifies the romance between Anakin and Padme. Padme is nothing if not mature, having already displayed wisdom beyond her years and clearly comfortable moving in powerful circles. It's something of an oil-and-water mix, and Anakin is so heavy-handed in his pursuit (as befitting a young adult with little experience in relationships) that it's fair to wonder what exactly she sees in him. The relative lack of screen time for the romance doesn't help matters here; Lucas wasn't kidding when he called it more of a love haiku than a sonnet. I tend to look at this the way I look at romances in a lot of old literature - it just arrives full-blown, with little subtlety or nuance and accompanied by grand professions of love. Besides, you could make an argument that the immaturity is one of the things that appeals to Padme - here's a pretty good looking guy that clearly thinks the world of her, who she remembers as a selfless and noble person, who isn't as polished as the people she deals with in politics, and who is going through a pretty wrenching personal period as well and is therefore vulnerable and in need of compassion. So it's not totally beyond reason - it's just not as well-developed as it could be.

On the other hand, Anakin's growing rage and arrogance are handled much better. He's the classic child prodigy, someone with considerable gifts aching to put them to use but not yet knowing how, and seeing efforts to guide him as fetters. He'd fix everyone's problems, if only they'd let him. When they don't, his frustration boils over. Christensen does a nice job with Anakin's grief and rage over his mother's death - the first real hints of Vader come through quite clearly, but he hasn't quite given himself over to his darker impulses.

Anakin's abandonment of his mission on Naboo to try to help his mother is an example of how Clones handles its parallels to the original trilogy much better than Phantom Menace. Clones doesn't just copy plot points, it echoes the emotional moments of decision of the earlier films. Obi-Wan and Luke are both tempted to embrace the Dark Side in the name of preventing conflict. (McGregor comes off quite well in this scene, by the way, as he does throughout the film. If he's not the best thing in it, he's damned close.) Anakin and Luke both sacrifice duty in favor of the people they care about, with highly negative consequences. But despite seeming to have a better support system in place, Anakin handles those consequences much worse than Luke, and begins to seal his fate in the process. It's no wonder, then, that that support system - the Republic, the Jedi, and his mentor Obi-Wan - come off poorly. One wonders whether the tragedies could have been prevented, which forces us to confront the decaying nature even of the forces of good within this story.

That's probably the biggest contrast between this film and the classic trilogy - even the heroes have the seeds of villainy within them. Obi-Wan's starfighter bears the Imperial logo. Jedi command black-and-white armored troops in battle. (It's surreal watching a clone trooper defer to Yoda.) Palpatine is seen as a force for peace; Jar Jar and Bail Organa - Leia's foster father - support giving him the powers of an Emperor. I admire the complexity of the story, especially Palpatine's expert manipulations in igniting the Clone Wars, but it makes it harder to root for anyone when even their successes just bring the Empire one step closer. On the other hand, Ian McDiarmid's Palpatine/Sidious and Christopher Lee's Count Dooku are probably the best one-two punch of villains the trilogy's had since Tarkin and Vader. And Samuel L. Jackson brings plenty of nobility and strength to Mace Windu, developing the character far beyond its glorified cameo staus from Menace.

Technically, the film is a great achievement - many of the effects are stellar, even if I'm still less than thrilled with CGI creatures like Dexter Jettster and the arena beasts at the end of the movie. They still look just slightly too cartoony for me. CG sets and mechanics, on the other hand, are generally quite good, and of course the exception to the CG creatures rule is Yoda, who looks more like his classic trilogy self in this movie and steals the show in a lightsaber duel with Dooku. I wonder if the effort to replicate the puppet resulted in a different, and I think more effective, approach. The effects and action sequences are all good, but because the movie is trying to pack in so much plot development, they don't have time to develop. The lightsaber duels are good, but over too quickly, and there's nothing here that duplicates the adventure and excitement of the asteroid chase in Empire.

Which brings to mind the one thought I had about the music of the film, which I otherwise leave to Earl's fine soundtrack review. The Love Theme from Attack of the Clones is a fine piece of music, with scope and grandeur and the ability to be adapted to suit a number of situations, just as the Imperial March has. But it is perhaps too stately, building its emotion gradually rather than hitting you with a sudden burst of feeling, as the Empire chase music does. There are only two moments I can think of where the score rose beyond accompaniment and grabbed hold of my emotions to tell the story in music, and both of them involved the use of established themes. John Williams still composes great music, but I wonder if he hasn't created so many signature themes that they're starting to crowd each other out.

Of course, given how packed Clones suggests Episode III will have to be, finding room for everything won't just be Williams' problem. I can't wait to see how they pull it off; in the meantime, I'll just have to make a few more trips to the multiplex this summer.

• screenplay by George Lucas and Jonathan Hales
• directed by George Lucas
• music by John Williams
• Cast: Ewan McGregor (Obi-Wan Kenobi), Natalie Portman (Padmè), Hayden Christensen (Anakin Skywalker), Christopher Lee (Count Dooku), Samuel L. Jackson (Mace Windu), Frank Oz (Yoda), Ian McDiarmid (Supreme Chancellor Palpatine), Pernilla August (Shmi Skywalker), Temuera Morrison (Jango Fett), Jimmy Smits (Senator Bail Organa), Jack Thompson (Cliegg Lars), Leeanna Walsman (Zam Wesell), Ahmed Best (Jar Jar Binks), Rose Byrne (Dormè), Oliver Ford Davies (Sio Bibble), Ronald Falk (Dexter Jettster), Jay Laga'aia (Captain Typho), Andrew Secombe (Watto), Anthony Daniels (C-3PO), Silas Carson (Ki-Adi-Mundi / Nute Gunray), Ayesha Dharker (Queen Jamillia), Daniel Logan (Boba Fett), Joel Edgerton (Owen Lars), Bonnie Maree Piesse (Beru), Anthony Phelan (voice of Lama Su), Rena Owen (voice of Taun We), Alethea McGrath (Madame Jocasta Nu), Susie Porter (Hermione Bagwa), Matt Doran (Elan Sleazebaggano), Alan Ruscoe (Lott Dod), Matt Sloan (Plo Koon), Veronica Segura (Cordè), David Bowers (Mas Amedda), Steve John Shepherd (Naboo Lieutenant), Bodie 'Tihoi' Taylor (Clone Trooper), Matt Rowan (Senator Orn Free Taa), Steven Boyle (Senator Ask Aak), Zachariah Jensen (Kit Fisto), Alex Knoll (J.K. Burtola), Phoebe Yiamkiati (Mari Amithest), Kenny Baker (R2-D2), Jerome Blake (Oppo Rancisis), Hassani Shapi (Eeth Koth), Gin (Adi Gallia), Khan Bonfils (Saesee Tiin), Michaela Cottrell (Even Piell), Dipika O'Neill Joti (Depa Billaba)