The Galactic Republic is now threatened by Separatists led by Jedi Master Count Dooku (Christopher Lee). Senator Padme Amidala (Natalie Portman) of Naboo attends the senate at Coruscant to vote on a motion to create an army to help the Jedi in battling the threat. She is almost assassinated and is placed under the protection of Jedi Knight Obi-Wan Kenobi (Ewan McGregor) and his Paduan apprentice Anakin Skywalker (Hayden Christensen). They thwart a second attempt on her life and subdue the would-be assassin, Zam Wesell (Leeanna Walsman), a shape-shifting bounty-hunter working with Jango Fett (Temeura Morrison). The Jedi Council sends Obi-Wan to track down the bounty-hunter and Anakin to guard Padme and escort her back to her native Naboo. He confesses a most un-Jedi passion for her.

The trail leads Obi-Wan to the ocean planet of Kamino, where he discovers thousands of clones being produced for the Republic with Jango Fett as the genetic source. Obi-Wan places a homing beacon on Jango’s ship, then follows him and his cloned son Boba (Daniel Logan) to the planet Geonosis. Anakin is troubled by visions of his mother Shmi (Penilla August) in pain and heads for Tatooine with Padme to find her. Their old master Watto (voice of Andy Secombe) reveals that he sold her to moisture farmer Cliegg Lars (Jack Thompson) who freed and married her. Cliegg tells him that she was abducted by Tuskan raiders weeks earlier and must be dead. Anakin tracks her down to a Tuskan campsite, and she dies in his arms. Enraged, Anakin massacres the entire tribe, women and children included. He tells Padme he will be powerful enough someday to protect those he loves.

On Geonosis, Obi-Wan discovers a Separatist gathering led by Count Dooku, who is creating a droid army with Trade Federation Viceroy Nute Gunray (Silas Carson). Obi-Wan sends his report to the Jedi Council, but is seized by Separatist droids. Senate representative Jar-Jar Binks (Ahmed Best) proposes a vote for emergency powers to be given to Chancellor Palpatine (Ian McDiarmid), who authorizes the clone army.

Anakin and Padme go to Geonosis to rescue Obi-Wan but are captured by Jango. Count Dooku sentences the three of them to death in the arena, but they are saved by a battalion of clone-troopers led by Yoda (Frank Oz) and Mace Windu (Samuel L. Jackson). Mace Windu kills Jango, Obi-Wan and Anakin engage Count Dooku in a lightsabre battle. Dooku injures Obi-Wan and severs Anakin’s right arm, but Yoda saves them with his superior Jedi powers. Dooku escapes and flees to Coruscant, where he gives his Sith Master Darth Sidious--that is Chancellor Palpatine—information involving a proposed super-weapon—the Death Star. The Clone Wars have begun. Anakin is fitted with his first robotic hand and secretly marries Padme, R2-D2 and C-3PO the only witnesses.

Jonathan Brandis, Ryan Phillippe, Colin Hanks, Paul Walker, and Leonardo DiCaprio were all considered for the grown-up Anakin Skywalker, but Hayden Christensen was picked because, as Natalie Portman said, he could be scary and yet seem really young. Every once in a while, watching the movie, you could see a dark cloud of anger come over his pretty face, and it was unsettling, for just a second, and then he was back to his earnest, sincere Paduan self. This last time I watched the movie, I came away with a grudging respect for his acting. Perhaps I’m getting old. Natalie Portman is always watchable; even fighting a monster in bloody, ripped clothing, she is elegant and beautiful. Count Dooku, played gloriously by Christopher Lee, is also called Darth Tyranus. The working title of the film was Jar-Jar’s Great Adventure. Jar-Jar is less obnoxious than in the first film--he is, after all, in the Senate--but he is still easily hoodwinked by Palpatine and becomes a kind of tragic figure in the end.

The story takes place on five planets: the familiar triumvirate of Naboo, Coruscant, and Tatooine, plus the ocean planet Kamino, and Geonosis, with the giant arena filled with sentient insect spectators. As always, there are great new special effects techniques pushing boundaries way over my head. One wonders how Yoda manages to fight so acrobatically, since he is many hundreds of years old and only 30 years later is depicted as bent over and walking with a cane. They had to add CGI movements to make him look more like a Muppet, but his facial features are surprisingly believable. Palpatine has been compared to Hitler and Napoleon, but surely his model is Octavian Augustus of Rome, the last head of the Republic and the first of the Empire. He is still a slimeball of the first water and Ian McDiarmid plays him wonderfully, with Christopher Lee just as frightening as his henchman.

Over 400 actors were interviewed for Anakin. The character has been used as an example of borderline personality disorder. Samuel L Jackson got a purple lightsabre at his request. It said “mean motherfucker” on the handle. Qui-Gon Jinn had been Count Dooku’s apprentice. Sir Christopher Lee had appeared in more than 200 films. In the Portuguese translation for Brazil, Count Dooku’s name was changed because it is obscene in Portuguese. This was the first movie with a full CGI Yoda. The puppet had been unable to hold a lightsabre and Lucas felt the fans wanted to see him in a duel.

The clone troopers wear plain white armour, but Sergeants have a green trim on the helmet and arms, Lieutenants blue, Captains Red, and Commanders yellow. The clone-troopers’ guns are based on the German MG-42 machine gun. The alien creatures that attack Obi-Wan, Anakin, and Padme in the arena on Geonosis are an Acklay, a Reek, and a Nexu. The Nexu, called Bad Kitty by the creature-makers, is a cross between a lion and a reptile. The Jedi Archives are identical to the Long Room in the Trinity College Library in Dublin.

The yellow speedster used in the chase on Coruscant seems to be the yellow 1932 Ford Coupe from American Graffiti. It is not Sebulba from the pod-race that Anakin and Obi-Wan nearly collide with, but two others of his species named Seboca and Rednax. In the Sports Bar, Ahmed Best and Anthony Daniels can be seen. The would-be assassin they are chasing, Zam Wesell, is shot to death with a poison dart by an unknown assailant. She says, “Murashami Sleemo,” which is Huttese for “Bounty Hunter Slimeball.”

Anakin and Padme’s romance was influenced by that of Sir Lancelot and Queen Guinevere. Also, Uri and Lara in Doctor Zhivago, and don’t forget Romeo and Juliet. The shot of Padme standing in a green meadow surrounded by the mountains of Naboo is a conscious parody of the beginning of Sound of Music. Lucas was disappointed in his own dialog for romantic scenes with Christensen and Portman. He asked them to ad-lib and used that.

Human beings grow up to be keen observers of human body movement. CGI, no matter how spectacular, can leave us cold, and a movie can rely too much on such technology. I think Lucas crossed that line in Attack of the Clones. The movie received one Oscar nomination for visual effects, but seven major nominations for the Raspberry Awards. It was competing at the box-office with Lord of the Rings: The Two Towers, Harry Potter and the Chamber of Secrets, and Spider-Man. If the Phantom Menace was trying to be a kids’ movie, Attack of the Clones seemed to be trying to be a young adult romance much of the time. Often it failed, with a resounding thud of bad romantic dialog. As Harrison Ford once said, “George, you can type this shit, but you can’t say it.” As compensation, we have a dizzying speeder-chase through the upper levels of Galactic City, a planet of ocean storms, an asteroid field like a pinball machine, people fighting off ravenous beasts in an alien arena, lightsabre duels, and huge military battles, where Star Wars is more at home.