The newest installment of George Lucas' Star Wars franchise -- Attack of the Clones -- revolves around Anakin Skywalker as it lays the groundwork for his eventual metamorphosis into Darth Vader. We're introduced to the now teen-aged Anakin, who exhibits decreasing tolerance for Obi-Wan Kenobi's mentoring. He's certain that Obi-Wan's cautious guidance is stifling his own development. "He's jealous. He's holding me back," says Anakin. Like teenagers since the dawn of time, he's anxious to break away and assert his own will. But in this case, we know that every step taken by Anakin to further his independence leaves him that much closer to aligning with the dark forces. This is where Attack of the Clones works best. Because we already know who Anakin will become, his every confrontation with Obi-Wan becomes charged with tension. When will he reach the breaking point and forsake the Republic? As a result, Attack of the Clones carries more dramatic punch than any of the Star Wars movies since The Empire Strikes Back. On the debit side, however, the movie's overriding concern with Anakin tends to slight the other characters. Ewan McGregor's Obi-Wan Kenobi exists only in opposition to Anakin. Natalie Portman's Senator Padmé Amidala exists only to be Anakin's love interest (somehow the little Anakin of The Phantom Menace has caught up with Padmé in years). Samuel L. Jackson's Mace Windu gets little to do other than look serious until the movie's climactic sword-play sequence. Your reaction to Attack of the Clones will, to a large degree, depend upon your reaction to Anakin. Is his story enough to sustain your interest? Episode II lays some of the groundwork for Anakin's eventual abandonment of the Republic, but he still has a long way to go before he becomes Darth Vader. (And those events will no doubt form the basis of Episode III.) So this episode exists mainly to set up the pieces on the game board so that they can be moved around in the next installment. Is that enough for you? Lucas is banking that it is, although it's just a sliver of a story. While Attack of the Clones carries plenty of potential for dramatic fireworks, much of this potential is mitigated by the slimness of the characters (other than Anakin). In The Empire Strikes Back, each of the characters had their own crisis to face and these developments made the action scenes carry greater significance -- because we had more emotional investment in the characters. But in Attack of the Clones, the sword-play scenes (which are plentiful) are all spectacle. They're all blue screen and back drop. They don't pack much of a punch until they become so overblown that they tilt toward parody -- as when Yoda picks up a light saber and spins like a whirlwind while facing Count Dooku (Christopher Lee). The Phantom Menace had a similar problem. Obi-Wan was just a sidekick, without much life of his own. Liam Neeson's Qui-Gon Jinn was the main character, but he was a somewhat colorless lead. Little Anakin then took up much of the slack, but he was too young to really contribute much (other than his precociousness ). And the much-reviled Jar Jar Binks was on hand mainly to provide comic relief, as if we really needed it (thankfully Jar Jar plays a much smaller role in Attack of the Clones). While the lead characters in The Phantom Menace were somewhat thin, the problem was fairly well concealed by the movie's major set pieces, such as the pod race and the trip to the underwater world. Attack of the Clones, however, lacks the rich set pieces of its predecessor. As it focuses on the growing romance between Anakin and Padmé (which reaches its nadir in an interlude played out in the glow of a crackling fire), director Lucas struggles to find ways to keep the movie interesting. Back in the '40s and '50s, you could tell a director who knew he was in trouble by the number of costume changes his heroine endured. In Attack of the Clones, Natalie Portman goes through a bewildering array of costumes. Every few seconds she appears in a new outfit, each more outrageous than the last. Lucas seems to realize the problem presented by this movie -- the difficulty of placing a love story in the midst of a Flash Gordon-inspired action extravaganza. So Lucas gives us plenty of costume changes and lots of beautiful scenic back drops (think spires and waterfalls). In spite of the lush visuals, Attack of the Clones drags significantly in its mid section, with deadly dull dialog (absolutely none of it is memorable) and actors who read their lines as if sleepwalking. Lucas tries to balance the romantic scenes with scenes of Obi-Wan Kenobi investigating a report that clone armies are being developed on a distant planet. Who authorized the creation of the clones? How will they be used? Obi-Wan dutifully investigates this growing danger; however, he has no inner life. He has no personal background story. While Obi-Wan was one of the more interesting characters in the original Star Wars movie (as played by Sir Alec Guiness), here he's nondescript. Not until its final sequence does Attack of the Clones come to life. Even then, this sequence is largely cribbed from other movies -- such as Gladiator and Aliens. But nonetheless, this final sequence is an amazing tour de force of sword play and special effects, involving a huge coliseum packed with an audience of insect-like creatures. But even this sequence overstays its welcome and gets lost in a chaotic profusion of battles. In The Phantom Menace, it was sort of fun to see Lucas expound upon the background of his characters, introducing us to the young Anakin and the 20s-ish Obi-Wan, but there's something to be said for only revealing the tip of the iceberg and using suggestions and hints to fill in what we can't immediately see. Now, however, Lucas seems intent on revealing all the background story on Anakin as if we're watching The Anakin Skywalker Story. Episode III will undoubtedly continue this emphasis by showing us Anakin's eventual union with Padmé, the birth of their son, the death of Padmé (a near certainty), and Anakin's subsequent conversion to the dark side of the force. It's easy to see where the story is going. That's the danger of the path that Lucas is on. What was once suggested, must now be made explicit. In the process, much of the allure of the Star Wars franchise unfortunately dissipates. It's sort of like a magician revealing how he does his tricks. It might excite you momentarily, but then the magic is gone and you're left with lifeless props. [rating: 2.5 of 4 stars] Studio Web site: Twentieth Century Fox (www.foxmovies.com) Movie Web site: Star Wars     Photo credits: © 2002 Twentieth Century Fox. All rights reserved.