Principal Cast Ewan McGregor -- Obi-Wan Kenobi Natalie Portman -- Senator Padmé Amidala Hayden Christensen -- Anakin Skywalker Christopher Lee -- Count Dooku/Darth Tyranus Samuel L. Jackson -- Mace Windu Frank Oz -- Yoda Ian McDiarmid -- Supreme Chancellor Palpatine/Darth Sidious Pernilla August -- Shmi Skywalker Temuera Morrison -- Jango Fett Jimmy Smits -- Senator Bail Organa Jack Thompson -- Cliegg Lars Leanna Walsman -- Zam Wesell Ahmed Best -- Jar Jar Binks (voice) Rose Byrne -- Dormé Oliver Ford Davies -- Sio Bibble

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Harrison Ford was once interviewed about being an actor in a George Lucas movie. His most enlightening comment was, "George only gives two directions: Faster, and More Intense." In the style of a Lucas film, if one approach (speed) doesn't work, the other (intensity) usually will. Sometimes it can be overwhelming.

So I wanted to be sure of this film. I saw it first with a group of friends on opening night. The energy was high; not as high as it was for Phantom Menace, but close. The following night, I went to a friend's house and watched the first two films of the original trilogy, then saw Attack of the Clones again the next evening.

I think it's astounding. I mean that not as a geeky fan-boy reaction, but an honest appraisal. It's a thrilling adventure with humor and romance, and for the most part it works like a charm.

Briefly: the Republic has been threatened by separatists. Senator Amidala (Natalie Portman) narrowly escapes an assassination and is taken to her homeworld to be guarded by Anankin Skywalker (Hayden Christensen). As a romance develops between them, Obi-Wan Kenobi (Ewan McGregor) tracks down the source of the attacks, and makes a discovery that could undermine the Republic's future. Any more plot description would make this movie appear more pretentious than it wants to be; treat it as an adventure in the style of, say, E.E. "Doc" Smith.

The performances seemed to have more subtlety when I saw them a second time, though Natalie Portman doesn't seem to have the right voice; it needs to be deeper and more authoritative. Nonetheless, she's delectable eye-candy, and as such she brings what the Star Wars movies haven't had for a while: sex appeal. From one costume that shows the bare expanse of her back, to another that isn't afraid of the fact that she has honest-to-god breasts(!), Portman makes this a sexy adventure. I'm sure Christensen will have the same effect on the female movie-goers. It's a step ahead of sorts for Lucas, who once had Carrie Fisher wear a bandage over her breasts -- as she put it, "There's no jiggling in the Empire."

Does the Padme/Anakin romance work? Mostly. In one scene, Anakin asks her to command him, that he'll do anything she asks. A young woman next to me in the theatre said, "Stop being such a whiny little bitch!" Indeed. You can feel the script trying hard to be soaring and poetic with its love story, but quasi-Shakespearean lines such as "I'm haunted by the kiss that should never have been given to me" just drop in flight. And yet, when Amidala tells Anakin that she's been "dying a little each day" since he came back, it's almost enough to surmount your cynicism. The actors have enough charisma that one wants them to get together, and Lucas was lucky to have that energy going for him.

What does Amidala see in Anakin? When they first re-unite in Coruscant, she mentions that he'll always be little Anni to her. (Just what every guy wants to hear from his first crush.) In fact, Amidala has been a lifelong politician -- she even mentions being a Young Democrat at one point. She knows the need for responsibility and maturity, and seems to have grown slightly humorless in the process. Is it any surprise she falls for a bad-boy? After all, Anakin is all about breaking the rules and taking control. By falling in love with him, Padme is, in one sense, going over to the dark side.

Anakin, on the other hand, with his avowed belief that people should be made to do the "right" thing, and his poor tolerance for compromise, seems to have "stalker" written all over him; he already has one foot in the dark side. Christensen plays him as more mature than that, but he's still a teenager who's seen how adults rule the world and thinks he could do just as good a job, if not better. And with the Chancellor whispering in his ear how talented he is, why should he doubt? One of the better scenes, proving Lucas's subtle touch, is of the Chancellor telling Anakin that he sees him as becoming the greatest of all Jedi, as they stroll across a wide expanse of blood-red carpet.

But there's more here than a love story, and Lucas does a good job jumping between that and the Obi-Wan Kenobi detective story. MacGregor is great as Kenobi; he has found a rhythm for his performance that seems natural and easy, and this is probably why so many have said he carries the film -- not true; there's simply too much else going on. But he comes close.

Christopher Lee is terrific as Count Dooku, and he's better here than he is as Saruman in The Lord of the Rings. He simply comes across better when he gets to be suave. Samuel L. Jackson looks intimidating, but seems lost in some scenes. The "performance" of Yoda is impressive and I forgot at times he was animated. His final battle with Dooku is wickedly funny and cool at the same time.

Visually, this movie left me awestruck. I was amazed at not just how many things this film had to show me, but at the level of detail those images had. Nothing, despite being mostly digital, looked painted or phony. I want to visit someday those fields Padme and Anakin had their picnic on, surrounded by beautiful waterfalls; or enter a bar in the planet-city of Coruscant; or cruise just over the waves of Camino, until I come to one of the gigantic lifepods that seem to grow out of the ocean like mushrooms. These images could have come off the covers of Thrilling Wonder Stories and are part of the movie's sense of "fun"; they are unlike anything else in movies right now. Fans of Peter Jackson's The Lord of the Rings will undoubtedly say that Moria is impressive, and the balrog even more so, but not to the exclusion of that inferno of a 'droid factory on Geonosis.

One might be bold and say this movie trumps The Empire Strikes Back because what Lucas has imagined this time wasn't possible back then, or we would have seen it. But the tones of the stories are different, Empire being far more elegiac, and one should be careful of comparing apples and oranges. However, there's nothing in Empire like the arena battle in this one; and Lucas has ended both movies with essentially the same shot.

So hang on tight, and may the Force be with you.

David Newbert worked for public and university libraries for several years before joining the college book trade. He lives in New Mexico, where the aliens landed.