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Foreward, February 2010: Huh-boy. Here's another one. I'll be the first to admit that I simply adored Attack of the Clones upon its release... but then, I adore all the Star Wars movies, and always have, and always will. This one, though, is the one that's given me the most indigestion in the years to follow. I still think there are big parts of this movie which are pretty terrific, but it definitely goes down as the most wildly uneven film in the saga... and is, at times, quite genuinely atrocious.

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The Phantom Menace is a good Star Wars film. Attack of the Clones is Star Wars Nirvana.

I've spent the past three years as an apologist for The Phantom Menace, a role I have no intention of filling for Attack of the Clones. For whatever reason, I must reiterate that if you did not like Episode I, it's not my problem. Please don't come to me and tell me about it, because really, there's nothing I can do.

The same goes double for Episode II, although this time, I would tenderly venture the notion that perhaps if Clones is not to your liking, you don't actually like Star Wars. Attack of the Clones is great Star Wars, a superb addition to the existing saga. It is of a piece with the original films, and any fan of the original films should be happy as a clam.

At its most basic, Episode II is a fabulous Saturday matinee serial (and really, what else has Star Wars ever been?); beyond that, it's a terrific chapter in the ever-widening Star Wars epic novel. The film perfectly fulfills its own mandate, investing the long-considered Star Wars backstory with an interesting face, and further contextualizing the nature of that galaxy far, far away.

Episode II is a true epic. Clocking in at 2 hours and 21 minutes (the longest Star Wars film), it genuinely impresses me that Lucas has successfully crammed as much material and detail into this film as he did, without my ever feeling it was bloated. In fact, the film's remarkable sense of pacing - particularly in the first and last half hours - was one of the first elements that struck me.

Reviewing the final shooting draft of the script, I find that Lucas (and co-screenwriter Jonathan Hales) wrote an even larger story, eliminating a dozen scenes in the editing phase. For the most part, these are worthwhile deletions, testament to the fine craft of pacing. There is a series of scenes involving Padmé's family (just after her arrival on Naboo) which might have served to smooth the transition to she and Anakin's first kiss, but would also have added several more minutes to the film's most perilous section, the second half-hour (a.k.a. 30 Minutes of Over-Exposition). The final cut of the film gets straight to the love story and moving the plot along, so one really shouldn't complain.

Okay, the love story. Strange thing about me: I think it kind of works, motivationally at least. I like the fact that it's not as conventional as one might think; Anakin's behaviour borders on the eerily obsessive for most of the first half of the film. His stalkerish leer, his open admission to his lifelong lust for her, paint the young Jedi in a refreshingly unfavourable light. He is not the kind of suitor a Senator would want hanging around, Jedi or not, and in that I think I see the seeds of her rejection.

Skip ahead one nightmare, one dead mother and one vengeful killing spree later, and the tables turn dramatically. Padmé does what every other foolish teenaged girl has done since time immemorial: she falls madly in love with the bad boy with the river of hidden pain. Does Anakin's admission that he killed all the sand people turn her on? Considering where this relationship is going... I'd say yes.

Lucas described the love story in Attack of the Clones as a "love haiku rather than a sonnet," and in that regard, he's correct. This ain't Titanic, with the love story consuming an hour and a half of screen time. Really, the budding romance is consigned to four well-placed scenes, with supplementation in three others. It's more fleshed out, say, than Han and Leia's ludicrously accelerated love story in Empire, but not so prevalent that it gobbles up the rest of the story. By the time we're in the execution arena, all the pieces are in place and we get to watch the united lovers struggle through an adventure together, which in the Star Wars universe, always makes for better romance. In Star Wars, actions speak better than words. The kiss that Padmé gives Anakin after she jumps onto the back of the reek is the best in the movie: totally perfunctory, it says more in a moment than either character was capable of articulating in any of those four love scenes.

Yes, those four dialogue scenes contain some horrible dialogue, but take my word for it, you become numb to the pain by the third viewing. The good news for dialogue pundits is that this isn't the worst dialogue ever; there's stuff in Phantom Menace and Return of the Jedi that's far worse than "I've been dying a little bit each day since you came back into my life."

Romantic dialogue aside, Episode II sparkles with a sharper sense of humour and more keenly-observed spirit of fun than its predecessor, living up to the original films for their inventive adventures across space. Yet, the enjoyment is more than mere fetishism; Star Wars is not a members-only club. Episode II is nicely accessible to a wider audience than, say, Phantom Menace, for which no doubt many people ventured to the theatre to see their first Star Wars movie, only to leave confused.

But for Star Wars fans, we cult of the obsessive, Episode II also delivers some of the greatest, long-awaited moments of glee. Key among them is the film's entire treatment of Yoda. This is Yoda's best film. This is the film where the Yoda we've loved since Empire gets treated properly. Yes, the fight scene is incredible, but the characterization itself throughout the film makes the sabre duel just a natural extension of what we've already grown to believe wholeheartedly: Yoda is the coolest little green monster in the galaxy. A lot of the credit goes to Rob Coleman's animation team, who have done a breathtaking job of simulating the puppet Yoda in his digital incarnation. Yoda is the most photorealistic digital character in Clones, with a performance so faithful to Frank Oz's original work that it plays out as loving hommage.

As character, though, Yoda rocks yet more. One of the biggest problems with his appearance in Episode I was that the character fell rapidly to caricature: an impression of himself, Yoda seemed to be doing. This time things get straightened out nicely. There's less overintentional Yodaspeak (although we still get the most confusing battle command ever, "Around the survivors a perimeter create"), more believable character interaction (his dealings with Padmé and Obi-Wan, particularly) and more proof that Yoda is even cooler than we ever dreamed when we were five (training the younglings, commanding the clone army, kicking the shit out of Dooku). Therefore, new policy: I shall never utter the word "Yoda" unmodified by "Master" again.

The other great character this time around, of course, is Christopher Lee, who must be en route to the same Lifetime Achievement Award that Chewie won from MTV five years ago. Between his terrific work in Lord of the Rings, and the degree to which he invests the character of Count Dooku with gravity, dimension and depth, Lee is the MVP among elder character actors these days.

He and McGregor waste nary a moment's opportunity as they square off in the Geonosian prison; it's the best-acted scene in the movie, two professionals rioting within the absurd conventions of Star Wars, and coming out the other side with something which transcends expectation. Yes, throughout Lee's appearances, the Peter Cushing resonance is there, but Lee stamps his own place in the Star Wars canon with remarkable alacrity.

Now let me give it up for the obvious: I love Obi-Wan, I love Ewan McGregor. I loved them in Episode I, but the entire characterization was just budding potential at that point. This film is the payoff; this is Obi-Wan as I have always imagined him. McGregor's Guinness impression is reaching dizzying perfection this time around (the scene outside the nightclub), and the wry wit with which he is investing the character makes him this trilogy's Han Solo (which is ironic, given Ben's relationship with Han).

What makes the strongest impression on me, though, is the range of the performance. The trailers were giving me the fear that Obi-Wan would be played in the "stern, humourless master" mode throughout this film. I was delighted to find it wasn't so.

Firstly, thank the Lucas, the relationship between Anakin and Obi-Wan rocks. The requisite adversarialism is there, but it is well-supported by genuine, well-expressed love and friendship between the two men, just as we recall from the original trilogy. Their final encounter in Episode III is going to be gut-wrenchingly poignant.

Second, thank the Lucas, Obi-Wan has kept his sense of humour. His dealings with the Kaminoans are hysterical, and his hysteria during the Coruscant chase is icing on an already-delicious cake.

Right, the Coruscant chase. Can you say, "Best Scene Ever?" From top to bottom, from Zam and Jango on the balcony to Jango shooting Zam on the street, this hefty, twenty-minute chunk of Act I of the film kicks serious ass. The dimly-light scenes in Padmé's penthouse run riot with tension, as does the denouement in the nightclub. The assassin centipedes - and let's not deny my fondness for arthropods - are fabulously-rendered digital beasties. The ensuing race through Coruscant showcases the city-planet in precisely the way I always imagined it: a giant, eye-fucking slice of filmmaking glory. It is, of course, just the next logical extension of the Lucas Speed Fetish, a podrace without the desert; speeder bikes with buildings instead of trees. What's great about this is that it occupies the full three-dimensional geometry. Rather than just forward-back (the trench run) or even forward-back-left-right (the asteroid chase), we add the Z axis and find ourselves screaming around oncoming traffic and power couplings, and just when we get bored with that, the damn Jedi jump out of the car. How can you not love this?

The sequence's only misstep is the nightclub itself, which is fairly tame compared to Jabba's Palace or even the Cantina. Of course, to explore it more thoroughly would have dragged down the pace at a critical moment in the film, so I'll shut up. And yeah, there's a chick wearing a thong. Mr. Lucas, I hardly knew ya.

Zam Wesell is now my favourite bounty hunter, mostly because I got off on watching a bounty hunter actually work. Aside from hiding in some rocks, Boba was never played as anything more than one of Jabba's guards, and Jango doesn't hunt, he just hires people to hunt. Zam does the job herself. Yeah, she fails miserably, but it's still pretty neat to see what she has in her arsenal of tricks.

Jango Fett, like Darth Maul before him, ain't quite what the marketing makes him out to be, although Temeura Morrison invests his scenes (particularly vs. Ewan McGregor) with ample dimension and danger. It's also nice to see that young Boba is genuinely psychotic, even as a ten-year-old boy. Those who were disappointed with Anakin's characterization in Episode I will undoubtedly be delighted by this demonic little fucker.

And of course, it's reassuring to know that genetics will out: all Fetts die like chumps.

Now, for purely personal reasons, I shall give Roger Ebert the ten most memorable lines of dialogue in the film:

1. "Why do I have the feeling you're going to be the death of me?" - Obi-Wan Kenobi

2. "Jedi business. Go back to your drinks." - Anakin Skywalker

3. "I killed them! I killed them all! And not just the men, but the women, and the children too! They're like animals, and I slaughtered them like animals!" - Anakin Skywalker

4. "Good job!" - Obi-Wan Kenobi

5. "Always a pleasure to meet a Jedi." - Jango Fett

6. "Count... Dooku." - Master Yoda

7. "This is a mistake! A terrible mistake! They have gone too far, this is madness!" - Count Dooku

8. "Machines making machines... how perverse!" - C-3PO

9. "This party's over." - Mace Windu

10. "Lost a planet, Master Obi-Wan has. How embarassing." - Master Yoda

His script is serviceable, but in terms of directorial craft, Lucas displays a sophistication of visual construction unrivalled since THX-1138. Observe how he stages the brief duels between Dooku, Obi-Wan and Anakin. Whereas in Phantom Menace the protracted duelling sequences were shot classically, forming a visual centrepiece of the film, here they are less narratively important, and Lucas knows it. He chooses, then, to stage the duels far more abstractly - tighter angles, quicker cuts, and in the case of Anakin's portion of the fight, spooky shots which were lit entirely with on-set lightsabre glow-sticks. The duels therefore end up visually distinct from any others in the saga, and better for it.

The camera moves and restages far more frequently than it did in Phantom Menace. Particularly, quick zooms make a healthy appearance in this film, underscoring tension and creating a great documentarian flavour to the film (Lucas has said that he intended to shoot A New Hope in a documentary style). There's one particular zoom-in on Padmé in peril that makes me smile every time I see it.

One cannot discuss Episode II without referencing the digital production process (one can try, but one will find oneself bopped on the head by Lucasfilm heavies). Film classicists beware: when viewed with a digital projection system (film prints made from the digital master have slight artifacting in low-light scenes), Attack of the Clones is proof positive that celluloid is a thing of the past. Working together, the digital camera, and projector, present a marvellous image, and these are only the first generation of systems which will (and already have) seen vast improvement after their use for Star Wars. The casual viewer will not be able to tell the difference between this and a conventional film; the cinematographic expert will only be griping about minor issues. As a whole, Episode II permanently cements digital imaging as the future of the film industry.

John Williams' score is a bit confusing this time around, only because the entire end battle (starting at Mace Windu's arrival, and with the exception of the final duel) is tracked entirely with material from The Phantom Menace, other areas of Attack of the Clones, and even a bit of unused scoring from Return of the Jedi. As I have not yet heard Williams say otherwise, this may be intentional; if it's not, Lucas has actually outdone the insane music-editing butchery of the last act of Episode I, that earned the wrath of so many Williams fans.

Otherwise, the score is perfect. As with all of his Star Wars work, it's not the showy production numbers, which take prominence on the CD, that give the best concept of what he's doing, but the in-between stuff, the minor material underplaying any number of dialogue scenes in the film. For the score's peak moment, listen to the trumpet underscoring Anakin's conversation with Palpatine: it's a perverted rephrasing of Shmi's theme from Episode I, tossed haphazardly into a different melodic range. Given Palpatine's current role as one of Anakin's surrogate father's, and eventual role as Anakin's only surviving parent, surrogate or otherwise, it's a chilling moment in the film.

The score's signature theme, "Across the Stars," carries with it a nice vintage flavour that marries well with the visuals, never better than in the big reveal of the execution arena. Williams also concocts some wonderful thunder to underscore Jango's confrontation with a rain-soaked Obi-Wan.

Attack of the Clones concludes with what can now only be considered the definitive Star Wars battle sequence, a ground conflict so extraordinary it makes the Battle of Hoth look like a snowball fight. Industrial Light & Magic outdoes itself here, producing shots that look like they could have come out of Saving Private Ryan, were it not for the droids, clonetroopers, and lightsabres.

The ground battle is only the middle section of the film's remarkable five-part grand finale, which consumes almost half an hour of screen time. The Droid Factory sequence serves as a neat warm-up, showcasing Anakin's "exceptional skills," followed by a lovely hommage to the stop-motion genius of Ray Harryhausen, as Padmé, Anakin and Obi-Wan battle a trio of mythological beasts. Climax 3 proceeds to give us what all inner 10-year-olds have waited decades to see: two hundred Jedi fighting like a pack of crazed samurai. Climax 4 is the landmark ground battle, and Climax 5 is the trio of unique sabre duels - culiminating in the duel.

Structurally, Attack of the Clones rivals the original Star Wars for storytelling craft. The first twenty minutes, through the end of the Coruscant chase, essentially serve as introduction. This is followed by a lull as the plot proper - the dual narrative of Anakin and Obi-Wan - gets underway. This quiet period features some wonderful scenes, topped by Obi-Wan's visit to Dexter's Diner, and the short scene of Yoda instructing the younglings.

One of the most fascinating effects of the film is the way it is already forcing the viewer to reevaluate the events of Episode I. More specifically, Episode II goes a long way toward revealing why many of the elements of Phantom Menace that received so much complaint had to be the way they were. The fact that Lucas went to the trouble to set up the character of Jar Jar in Episode I as thoroughly as he did, only to turn thing around on the poor Gungan and make him the scapegoat for the single most decisive act in the formation of the Empire, ably demonstrates that the old man ain't quite as clued-out as so many nitpickers have complained.

As the machinations of the plot get moving, we are pulled toward the moment that may only be a stepping-stone in this plot, but whose ramifications will invest the entire Star Wars saga hereafter, as Anakin seeks, finds, and loses his mother. The fundamental choice is made, the direction chosen, and from this point forward in the film, the heroes - particularly Obi-Wan, Yoda and Mace Windu - seem to be fighting a losing battle, attempting to stem a tide over which they have no control. It will be interesting to see how this triptych (Mace's fate, of course, is already set) will veer away from larger efforts and toward the acts of desperation which propel the sequel trilogy's story. At what point do Obi-Wan and Yoda realize that the only hope in the galaxy lie in Luke and Leia, and make the fateful decision to exile themselves and wait?

To any of the innumerable critics who have said that they didn't understand the plot, my advice is a hearty "pay attention." For Star Wars fans who have always wondered how Palpatine grabbed the throne, now you have your answer. The nice thing about having two Sith lords at all time is, you can place one on either side of a widening conflict, and force the beginning of war. With a little help from a well-placed, addle-brained pawn, Palpatine has sized control of the Republic. The ongoing question of whether democracy works is a little like the old "communism works, in theory" line. Political models never succeed; it is the only the willingness of the constituents to pretend the system works that make a society's political system function. Freedom is a mutually-held hallucination; we believe we are free and therefore we are. The citizens of the Republic continue to believe they are free; eventually they will stop believing it, and declare themselves the unwilling subjects of an Empire. Palpatine didn't make the Empire; he let the people dream it up for themselves.

This brings up the curious question of the Jedi Knights. As servants of peace and justice in the Republic, one wonders what genuine legislative authority they hold, and at what point they, too, will decide that they are serving the wrong side. As always in Star Wars, production design underlies the theme: the Jedi Starfighter is a thousandth-scale Star Destroyer. The means of the Jedi will become the means of the Empire, just as Anakin will become Darth Vader. As with Phantom Menace, narrative deception runs deep in Attack of the Clones. We would have been better off had Anakin never won the pod race, yet we cheered for him anyway; we would have been better off if Yoda never brought the clonetroopers to Geonosis, yet we cheer again.

Lucas is now two-thirds of the way through sketching his backstory to the original Star Wars film, and a whopping 80% of the way through the narrative as a whole. There is now a single gap remaining in the timeline, two-plus hours of story which will, undoubtedly, not answer everything, but will raise more questions, and hopefully, provide a few salient truths. If anything, Attack of the Clones demonstrates Lucas' continued unflinching dedication to his original narrative ideas. Like Palpatine, the chessmaster, Lucas is willing to make sacrifices in the name of placing the pieces properly for his endgame.

Bring on the endgame.