By necessity, Star Wars: Episode II – Attack of the Clones has as much to do with damage control as it does with simply telling a story to continue the saga. But rather than lean heavily on mythic archetypes or fast-food tie-ins, Clones goes directly to the source and recharges itself with the glory of Star Wars films past. A fetish for graphic beheadings and dismemberment and a reminder that C-3PO can be just as annoying as Jar Jar when dispensing comic relief during battle scenes are among the giveaways that 1980's The Empire Strikes Back was the model for Clones.

Every attempt has been made to flush out Menace's bitter aftertaste. Much-reviled Binks has minimal screen time. Fan favorite bounty hunter Boba Fett gets an origin story. The script (written by Lucas and The Young Indiana Jones Chronicles scribe Jonathan Hales) is several shades more palatable. The film even breaks pace to take an occasional deep breath now and again. But the real crowd-baiting fireworks are saved for the last 45 minutes, an ever escalating action scene so amazing in scale and execution that it is entirely possible to believe that one has died and gone to Star Wars heaven. Now that Star Wars seems to be poised again to give the masses what they want (i.e., an edge, albeit a nostalgic one), the big question is: will it now be just as fashionable to forgive George Lucas as it once was to curse him? His private army of production designers and effects wizards has done its work that well and then some. The opening chase through the skies of the urban planet Coruscant and the Apocalypse Now-tinged finale are some of the most purely dazzling sequences ever put on film.

Yet it is news to no one that whatever touch Lucas once had with actors has long since departed. Clones is a parade of uniformly stilted dialogue readings far less credible than the impossible events depicted throughout. Maybe these are the perils of directing in front of a green screen and hoping that postproduction will solve everything. (Maybe it's a generational thing. Consider Spielberg's all-thumbs handling of the A.I. cast.) Even worse, quite unlike in the original Star Wars films, there's a deadly lack of chemistry and camaraderie between the principals, and there's no way to feel affection for them. Is there some kind of reason why Mark Hamill and Carrie Fisher should have been any better at this sort of thing than Natalie Portman and Hayden Christensen are? The former were able to pull the trick off from day one, even as Lucas's directorial style in 1977 reportedly consisted of little more than constant demands to make it (according to an interview Fisher once gave to Starlog magazine) "faster, more intense!" Christensen in particular has a plum role, playing a mother-fixated hot-rodder cursed with castration anxiety and destined to grow into Darth Vader. But there's no consistency to his performance, let alone any sizzle in the much touted romance between him and a somnambulistic (but very pretty) Portman. Ewan McGregor fares better as Jedi knight Obi-Wan Kenobi, but his job can only be admired in terms of how well he's channeling a young Alec Guinness. Attack of the Clones, indeed.

Lucas handed over the directorial reins for Empire and Return of the Jedi, and it would be a good idea for him to give someone else a crack at the inevitable next Star Wars film, set to hit theaters in 2005. Were he not busy with his own trilogy, Peter Jackson might be the most qualified to save the republic. After all, The Fellowship of the Ring proved that digital-age epic fantasy films don't have to be completely cold and impersonal.

Bizarrely enough, it is Yoda who completely walks away with Attack of the Clones. Made up of nothing more than CGI and Frank Oz's Muppet-strength platitudes, the little green guy gives the best performance in the film even as he sets a dangerous precedent. Like a scheming galactic chancellor, Lucas has benignly elected himself as the leader of a revolution in digital filmmaking (a gambit that, in part, involves forcing beleaguered theater chains to convert to costly digital projection). Is the ultimate fulfillment of his plan to do away with flesh-and-blood actors once and for all? And if that meant the prospect of better Star Wars films for you and me, would that really be such a bad thing?