Star Wars: Episode II -- Attack of the ClonesDirected by George Lucas A 20th Century Fox release Opens Friday at area theaters

Attack of the Clones has the feel of a movie assembled by focus group. A follow-up to the successful but widely criticized The Phantom Menace, Clones plays like its own Phantom Edit, remixing the earlier movie’s modest successes while handily improving on most of its faults. That nettlesome Jar Jar Binks? Written neatly out of the plot, left behind to take the place of Queen-turned-Senator Amidala (Natalie Portman) after an assassination attempt forces her to flee. The way-too-happy Jake Lloyd (of “wheeee!” fame) is replaced by Hayden Christensen, who plays the teenage Anakin Skywalker as a brooding, headstrong type who’s more Luke Perry than James Dean. Menace’s pod race sequence, perhaps the only flat-out entertaining moment in the entire mess, is replicated early on in Clones with a skybound car chase after Amidala’s would-be assassin. Ani (as he’s still called) has grown up into a full-blown throttle jockey; the camera swoops and spins to follow him as Obi-Wan Kenobi (Ewan MacGregor), riding shotgun, looks increasingly green around the gills.

It's at such moments of pure abandon that Attack of the Clones succeeds most thrillingly. Like a lot of movies dominated by digital effects (The Lord of the Rings: The Fellowship of the Ring among them), Clones looks best when there are no people on screen. Shot entirely digitally -- though George Lucas' dream of digital projection remains just that, with fewer than two dozen theaters in the country equipped to project it without the use of film -- Clones doesn't have Menace's slightly blurred look, though naturalistic flesh tones remain elusive. (The pale-complected Christensen in particular tends to look as if he's got Jedi jaundice.) A handful of the movie's pixilated panoramas are truly breathtaking, but much of the time Lucas' flights of fancy are almost comically prosaic. (My viewing companion and I debated briefly whether one sun-dappled love scene vista was more reminiscent of The Sound of Music or Heidi.) As the middle installment in a trilogy, Clones has a lot of business to accomplish, which means our heroes are constantly scuttling about the galaxy, chasing after assassins and revolutionary plots, which is good, because as long as Lucas keeps his balls in the air, you're less likely to notice the absurdly portentous dialogue or the semi-pained look on the actors' faces.

Attack's complicated, not to say convoluted, plot concerns growing unrest in "the Republic" -- in addition to the revolt outlined in Menace are growing suspicions of treachery, most involving the rogue Jedi Count Dooku (Christopher Lee), also known as Darth Tyrannus. (More and more, it sounds like Lucas chooses his character names with the video-game spinoff in mind first, the movie second.) In their travels around the galaxy, Anakin and Obi-Wan uncover a plot to create an army of clone soldiers to combat the bad guys' battle droids, although for quite a while it seems as if both armies might have been created by the same evil forces. (Seriously, this thing gets more complicated than The X-Files.) Battles, of course, ensue, though Lucas shows no real skill for battlefield choreography -- the camera does more of that vertiginous swooping, then cuts away to side action, and eventually you find out who won.

The only character to develop in all of this is Anakin, who is of course one movie short of joining the dark side himself; Christensen is given so many foreboding closeups he might as well start growing a pencil-thin moustache. Apart from that, the good guys are good and the bad guys are bad, though the movie persists in acting as if even the most casual fan hasn't figured out by now that the Supreme Chancellor Palpatine (Ian McDiarmid) and the villainous Darth Sidious are one and the same. A shot near the end of the movie shows the latter, still cowled, waiting for what one can only assume to be an anticlimactic third-movie unveiling.

Give Attack of the Clones credit, though. After seeing The Phantom Menace, I was all but ready to lay the series to rest -- the further adventures of Ani the prodigal kiddie seemed about as interesting as scraping the multiplex goo off of your Hush Puppies. With Clones, the series takes a giant leap forward, even if it hasn't managed to get back where it was two decades ago. To repeat what I wrote two years ago, the series desperately needs a Han Solo, a charismatic character who doesn't take everything quite so seriously. The best Lucas can provide for comic relief here is the occasional awkwardly self-conscious aside, or a misconceived set piece that looks like a futuristic version of a 1950s diner. (The American Graffiti homage is sealed when his source tells Obi-Wan to seek out a planet called Camino.) Attack of the Clones is still empty calories, but at least this time, the sugar hasn't gone rancid.

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