Lurking beneath the dazzling array of special effects George Lucas and ILM pioneered in the first Star Wars trilogy was a sense that the production as a whole was held together by tape and glue. Sometimes literally, in the sets and models, and sometimes figuratively, in the craft the actors brought to their interactions with their surroundings. Mostly the latter: the younger Lucas was forced to lean on his actors to patch up what the effects couldn't do. Now that the technology has improved, he doesn't need to rely on his actors as much—or at all. “Star Wars Episode II: Attack of the Clones”, like its predecessor, is free from the limits of physical effects, and like all freedoms it has a downside: Lucas can now treat actors as he always wanted to, namely, as mere props.

Unfortunately for Lucas, actors are not subordinate to effects. They function as necessary catalysts for them. Never mind arguments that movies should have “soul” (i.e. boring old humanism); in any kind of trompe l'oeil filmmaking, as in con artistry, the total illusion only succeeds when the apparently smaller, trivial details work. Frank Oz’s Yoda was a puppet, and we knew it. He never really walked, he was always stationary on the ground, and he had a stiffness to his limbs that betrayed his wires. Oz was aided greatly by the fact that Luke was responding to a real object rather than a blue screen; we believed in Yoda because Mark Hammill seemed to. Actor and effect worked together, well, symbiotically.

The new CGI Yoda, while a remarkable technical achievement, never lives and breathes. Just like the CGI Jabba The Hutt shoehorned into the Special Edition of “Star Wars”, he's just off. Yes, his duel with Dooku is zippy and fun, but did we really need to see Yoda fighting? Wouldn’t Yoda’s character have been just as appealing without that scene? Isn't Yoda's essential appeal that he has become the most powerful Jedi in the galaxy by espousing a philosophy of stoicism and non-violence? In any case, there is never a moment in the fight when the audience feels Count Dooku is actually doing battle with a real opponent. Yoda's visible, but he simply isn't there. Christopher Lee is dueling air. He knows it, and we know it.

Even the inorganic matter suffers. “Episode II” shows that the closer Lucas gets to a perfect rendering of his futuristic machines, the more diligent, the more sensitive to mistakes our eyes become. The Imperial snow walkers in ‘Empire’ were fake-looking models dropped into a phony ice field, but they’re much more menacing than the crisp digital AT-ATs in “Episode II”. Likewise, the stormtroopers assembled on the flight deck in “Return of the Jedi” are more impressive, in fewer numbers but consisting of people wearing real costumes, than are the hordes of digital clonetroopers used in the wide shots on Kamino and Geonosis. Lucas’ stated goal in the series is to evoke the old Saturday matinees of his youth, but some of the battle scenes look more like Saturday morning cartoons.

Simply put, the new CGI technology has hurt the Star Wars prequels more than it has helped. Going against the very ethos that made his first films so unique, Lucas can’t resist showing off his technical savvy, and in so doing strands his actors in dramatic vacuums. The effects in the prequels steal every scene in which they have prominence, which is nearly all of them. How many lines of character-building dialogue, how many revealing reaction shots were sacrificed so Lucas could show one more establishing shot of a ship landing, or one more wide view of a digitally created landscape? A useless shot of a Kaminoan sea creature and Dooku’s return to Darth Sidious on Coruscant are merely two of the more prominent examples. These shots are interesting, but they’re useless. And there are dozens of similar shots in both of the prequels.

The effect of this bloated showing-off is an attenuating expansion of scale. What was a lesser problem in “Episode I” is now a serious artistic blunder in “Episode II”. Lucas was always an f/x fetishist, but now his digital wherewithal has seriously diminished the screen presence of the main characters. The stories in Episodes I and II are just as pulpy and mechanical as those in the original trilogy, but his new CGI galaxy, a boundless entity, shrinks and withers them. Scene by scene, Lucas dwarfs his people in massive virtual sets. It might prove enlightening to compare, shot by shot, the first trilogy with the new films to see how many close-ups, two- and reaction-shots Lucas used then versus now. With so much digital wizardry to show off, Lucas, ever the proud father, accidentally makes stick-figures of his characters in order to highlight the world they inhabit. It's all landscapes, no portraits.

The loss of scale is best seen in the love stories. There are two in the trilogies, one Han Solo and Princess Leia’s, the other Anakin and Padme’s. A comparison between the two is telling. Structurally they're similar. In “The Empire Strikes Back”, Han and Leia fall in love in the course of two hours, two planets, a space chase through an asteroid field, and the insides of a giant worm. Their love is finally confirmed just as they are separated, possibly by death. Padme and Anakin fall in love in two hours, on two planets, several locales on a third, and a passenger ship. Their love, too, is confirmed as they face certain death. The plots are paralleled nicely, and both involve the criss-crossing of space only to end with the lovers being overtaken by unavoidable peril.

But consider how these two pairs of lovers are filmed. Han and Leia fall in love in a series of tightly framed shots. They are always face to face or side by side. They are together in the corridors and rooms of Hoth, in the cockpit and later the innards of the Falcon, the rooms on Cloud City, and finally in the carbon freezing chamber. They are always enclosed by walls, usually filmed in close quarters, and the camera never leaves them for long before returning to register their reactions. Even in the tense chase scene in the asteroid belt, the action continually cuts back to them in the cockpit. Because of the the limits of the special effects, their environments are never expansive and overwhelming. We never lose sight of Han and Leia. Lingering on the asteroid belt would have revealed the animation layering and blue screen legerdemain at work, so repeatedly cutting back to reaction shots from Harrison Ford and Carrie Fisher was essential. While it’s not unrevealing to point out the more character-oriented Irvin Kirshner, not George Lucas, directed ‘Empire’, principally these love scenes worked because the technical limits always forced the camera back to the actors.

Padme and Anakin, however, occupy a series of bright, glassy, sprawling spaces. First on Coruscant, then on Naboo, Tattooine, and Geonosis, the two budding lovers are constantly lost in worlds which mute them. Each world is riddled with beautiful but wasted elements of Lucas’ (or ILM's) opulent imagination. Our first sight of the grown-up Anakin is his back as he rides up a glass elevator, mainly shown to illustrate the dizzying heights of the tower (a far cry from his first, unforgettable entrance as Lord Vader in Episode IV). We watch Anakin and Padme board a ship for Naboo—but this is merely the shuttle taking them to their real Naboo-bound space cruiser. Then, another wasted shot of life on the refugee barge, followed by another establishing shot of the cruiser entering Naboo’s orbit, and finally landing on the surface. Anakin and Padme gather their luggage and walk to the palace. Establishing shot. They walk toward the throne room. Another establishing shot. Later, we get more wide shots of the lake and the fields beneath the waterfall, while their banal conversation becomes even more so as it’s needlessly stretched over four different locations. On Tattooine, we get more of the same, although slightly better managed. Only on Geonosis, once the action kicks in, does the story really move; Lucas is fairly sure-handed about his action scenes. But by the time he reaches the film’s climax, his ineluctable scenery has already drained the characters of significance.

So “Episode II”'s romance fails because of Lucas’ restive preoccupation with anything and everything but the actors. The same fate would have befallen Han and Leia, and the whole first trilogy, if CGI had been available in the late seventies and early eighties. The Special Editions of ‘Empire’ and ‘Jedi’, bringing the two eras together, prove this. In the former, we see the new technology used to add exterior scene-setting for the Cloud City sequence. Visual chaff, nothing more.  The juxtaposition of the two vastly different scales in the ending of ‘Jedi’ are disorienting, as CGI clips of Coruscant and Cloud City obliterate the once narrow, character-focused tone of the original final celebration. Technology has freed Lucas to dream on a massive scale, but he didn't grow his characters in equal proportion.  Lucas and other directors enamored with CGI must learn that there’s a tremendous difference between believability and realism. The original trilogy seemed faker, but it was more believable, while the new trilogy looks much more realistic, yet comes off as much less believable.

Still, there is another, mitigating view of the film's overwhelming visual bounty. If there is anything good to be said for escapist entertainment—and which genuine lover of movies doubts there is?—Episodes I and II, even more than the original trilogy, and maybe more than any other films in history, are masterpieces insofar as the audience is taken completely and wholly to entirely new worlds. ILM, painting with an astonishing level of detail, has created worlds with spine-tingling grandeur and clarity. As we’ve seen, this often has dire consequences to the characters, disappointing us as filmgoers looking for a good, well-told story.

But as humans pondering the mysteries of space, these new worlds can’t fail to delight; it’s the closest any of us will get to space exploration. If anything, the feeling that the movie is a moving virtual painting helps, in a strange way, because it comes to resemble a lushly illustrated comic book intended for multiple viewings. Each scene is almost a static panel, made to be pored over once the story basics have been assimilated. Readers of graphic novels return for the details hidden in the corners, not for the story in the center. Lucas may have wanted that effect. That this tactic overshadows the characters, and prevents Episodes I and II from being truly great films, is lamentable, but these brave new worlds are there, and they’re visually absorbing.

Of the two new planets we chart in our latest travels through the Star Wars galaxy, Kamino and Geonosis, only the first, a waterworld inhabited by aliens resembling the tunesmiths from “Close Encounters”, seems relatively unique. Geonosis actually appears to be little more than a rocky, copperish cousin of Tattooine, a strange choice since the back-and-forth cuts between the Obi-Wan and Anakin plots can be confusing, because at times it seems they’re on the same planet. The older worlds are as wonderful as ever. Naboo, Eden in the Star Wars cosmology, is still enchantingly beautiful in its Renaissance perfection, while the giant desert of Tattooine retains its Biblical mixture of harshness and serenity. Coruscant is slightly disappointing, as it draws on Ridley Scott’s “Blader Runner” aesthetic without providing any of the seedy squalor that would be ubiquitous in such a metropolis gone amok. Dexter Jettster’s squeaky clean diner looks like a Beverly Hills Johnny Rockets, and the bar into which the Jedi chase Zam Wessel contains none of the sinister underworld grime of the cantina on Tattooine. Nevertheless, Lucas’ locales succeed in aggregate what they fail to do separately. To watch the film is to be totally immersed in a heterocosm both strange and familiar. It is a pleasure merely to wander in it for a few hours.

For this reason, Lucas’ self-indulgent overuse of CGI never completely sinks “Episode II”. Though the human material in “Episode II” is scant and poorly handled, it does contain some residual power, and moreover, when combined with the weight of the other four films, “Episode II” actually floats by with a modicum of grace. Chiefly this comes from Hayden Christensen, so vivid as the haunted Anakin Skywalker. Unlike the dreadfully unimaginative Natalie Portman, who makes Carrie Fisher look like Sarah Bernhardt, his acting is so good it comes off as bad.  He’s playing up an archetype a little younger than the heroes and villains of myth, but maybe more resonant in our age: the awkward teenager. Finally, a character Lucas was born to write. Anakin is callow, reckless, and so enslaved to his emotions that he is, by turns, a clever sophist, a seething hothead, an eloquent lover, and an inarticulate buffoon.

In other words, Anakin is your average teenager in love. Christensen succeeds in evoking James Dean as surely as the brilliant Ewan McGregor does Sir Alec Guiness. Like Dean, the question of how well he acts is moot because the intensity of his smoldering looks guarantees the integrity of the performance. Words don ’t suit his sulky, action-oriented character, so of course every line feels like a bland reading. When he finally dispenses with the pleasantries and gets down to business, carving up a colony of Tusken Raiders, the rage on Christensen’s face makes for one of the most electric moments in any of the five films. Dialogue is secondary. He and Lucas seem to know exactly what they’re doing with Anakin.  At any rate, his stilted courtier’s dialogue is an interesting preview of the chill formality of Darth Vader. If it sounds stiff now, it’ll make perfect sense when he dons the imperial mask and cape.

What’s interesting about Anakin is that he is so badly undereducated. For instance, he doesn’t seem to know what sort of government rules the Republic, something he would have known if he had been properly schooled. When he talks of his political views to Padme, he seems to be fumbling in the dark (side) despite his obvious interest in politics. Nor has he been given a strong foundation of philosophy to withstand the angst Lucas gave him. The Jedi philosophy seems nebulous and unsatisfying. They love to build steeples with their fingers and somberly offer such nuggets as “think”, or “be mindful”, but of what, exactly? Anakin is clearly a victim of miseducation, all the more surprising considering he is The Chosen One. It might have behooved the Jedi to work a little harder to make Anakin a Stoic, as Yoda and Mace Windu seem to be. Knowing that losing control of one’s emotions leads to the dark side should have directed them to a preemptive removal of anything that might cause distress to their little Hotspur. Sending him out to squire Padme around the galaxy was contemptible foolishness, but that’s nothing compared to their failure to emancipate Anakin’s mother. The Jedi seem uncharacteristically lost in vegetative complacency.

Their moronic short-sightedness might be seen as a hole in the script, but Anakin's poor education is one of the genuinely provocative ideas in “Episode II” (and by extension, the entire Star Wars saga, given that the six films are Anakin’s story). The Republic, falling into decadence at the height of its Roman Empire-like power, has ceased to provide its youth with an education adequate for the survival of the state. Of all the parallels to contemporary America that Lucas has placed in his films, this is one of the few that sticks. What is Anakin if not the mindless, short-attention-spanned, genetically superior offspring of a corrupt society who will violently turn his advantages against his erstwhile benefactors? His confused, vulnerable mind, and how his passions are used to manipulate him, make up a good case study of the dangerous fanatacism that emerges when democratic subjects are not educated properly.

Then again, script holes in Star Wars movies are usually just that. If Anakin’s fall from grace is really intended as an homily, it may be overdoing it to give Lucas any credit. It’s just a little too unsettling to imagine that Anakin’s incontinent mind, geared at an early age to pod-race like a champ but not to think clearly or consistently, is really a deep concern for Lucas, who gives de facto encouragement for kids to emulate Anakin by pod-racing in his Lucasfilm video games. Pointing out the flaws in a powerful but venal democracy, crumbling at its height, is one thing, but, hey—don’t let it interfere with the merchandising.

Cynicism aside, “Episode II” has its share of popcorn-movie virtues. There is a pleasing visual wit to the film that continually foreshadows Anakin’s fate. His dark, flowing robes are ominous in themselves, and even more so when he walks alongside Chancellor Palpatine in a perfect recreation of the scenes in ‘Jedi’ when the Emperor and Vader walk side by side, hatching their invidious plans. Early on, Anakin is shot through with blue electricity from a power coupling, and later his arm is caught in the conveyor belt on Geonosis and fused with a large computer chip, two moments where we are reminded that he will one day be “more machine than man, twisted and evil”. Also, when he courts Padme, he explains that without her, he cannot breathe, which is precisely the reason he will one day wear an oxygen mask as the deformed Sith Lord. Other shots echo the original trilogy, such as Padme and Anakin outside what will one day be Luke’s garage, Obi-Wan performing one of his trademark impromptu amputations in the bar, and the surprise appearance of the Death Star plans.

Some of the humor is blatantly silly, as C-3PO’s stint as a battle droid, Padme’s prurient Buck Rogers outfit, and, my favorite, Obi-Wan fighting the giant green crab with a spear, an obvious homage to the Harryhausen stop-motion action in the old “Sinbad”/”Jason and the Argonauts” films. Samuel L. Jackson and Ewan McGregor, finally allowed some serious screen time, seem to be enjoying themselves as they restore a little bit of the swashbuckling cool that’s been missing since Vader tossed Han Solo in the freezer. All of this makes the movie fun to watch because despite the problems it’s apparent that this was a labor of love for Lucas and his conspirators. So many big-budget, mega-effect blockbusters end up looking like they were so weary to make that they’re twice as arduous to watch. Aside from its occasional dead spaces, “Episode II” mostly stays light on its feet.

The ending is a stunner. The movie culminates in a vibrant Pre-Raphaelite tableau of the newly-married Anakin and Padme that shocks us with something that had seemed, up to this point, all but impossible—an evocative human moment. Padme gently takes Anakin’s robotic hand as John William’s sweeping, romantic love theme punctuates the inchoate tragedy. As clumsy as their courtship was, their love seems hard-won, substantial, genuinely large-scale. Moreover, despite the ligneous dialogue, slack dramatic moments, and atmosphere of shamelessly pulpy artificiality which precedes this scene, the series darkens this idyllic coda with the shadow of real tragedy, since we know their elopement will mean the deaths of millions of people. This powerful scene marks them as a sort of Antony and Cleopatra in space: two doomed lovers embracing against the backdrop of a galaxy that will be forever changed by their union. 

The scene reminds us that “Episode II”'s quality, as with all Star Wars movies, cannot be measured by the sum of its parts, only the vitality of the whole. Lucas pulled off a similar eleventh-hour save in “Episode I”, in which the final duel between Jedi and Sith, “the duel of the fates”, radically deepens the tone of the film and gives the story the darker, more epic dimensions of the total series. Indeed, as valid as the criticisms of the prequels may be, there is no question that Lucas has successfully brought to Episodes I and II the thread of heroic tragedy he so skillfully wove through the first three. Though it is clearly superior to “Episode I”, and perhaps also to “Return of the Jedi”, “Episode II” is far from a great film. But because it is good, all of them are better.

The question is, why attempt to improve on three already great movies? Ultimately, the true worth of “Episode II” can be determined from asking why, exactly, it was made. As beautiful looking as these films are, and as flawed but rewarding—barely—as the stories may be, there is still a nagging flatness to Episodes I and II that cannot be attributed to artistic mediocrity alone. The difference between the first trilogy and the prequels has to do with chronology, and the impact the story sequence has on the emotions of the piece. Han, Luke and Leia were making history before our eyes, and anything could happen. Anakin, Padme, and Obi-Wan, are part of a history that can reach only one conclusion. Needless to say which is more exciting. The fact is, Lucas still hasn't justified the creation of the prequels. Every filmmaker learns early the lesson that novelists know well—in storytelling you must kill your darlings. At one time Lucas knew this.  For “Star Wars” it happened, as he tells it, at the first-draft screenply stage, when he conceived his universe as a story in six or so parts, then trimmed everything down to the most necessary two hours.

That trim, “Star Wars”, was a shrewd one. It could have ended there, but he went on to reveal Vader’s secret, and thankfully we got two more outstanding films. Now we have these prequels, and the only justification for them might have been if he had taken a completely new storytelling direction. “Episode I” attempted this to a mild degree, but Lucas was universally castigated for his heresies. For “Episode II” he resorted to fleshing out the details of the later stories, expending far too much energy creating cute origins for fan favorites like Boba Fett. Is unneeded back-story any justification for a new trilogy? No. Coppola used “The Godfather II” as a kind of prequel to tell a very different story than he did in its predecessor. He had a compelling angle: the immigrant’s experience in America, and what ‘the American dream’ really meant. But Lucas is merely embellishing a story we already know.

And the truth may be more disappointing than that. In more than one interview Lucas has said that the real spark to make these films came not from an irresistible desire to tell the whole story, but rather from the latest evolution in computer graphics, first made possible in the lifelike dinosaurs in “Jurassic Park”. Thus, we have the prequels not because he had to tell a story, but simply because he wanted to try out his new toys. Someone should have stopped him, but, as Orson Welles showed us, no one says no to a billionaire who thinks he knows best.

So, in the end, the salient point about “Episode II” is not the fun, or the blunders, or the fun to be had in the blunders. What stands out is its utter sterility. For all the digital sound and fury, Anakin’s story is just stuffing, back-story for a more interesting tale that was told two decades ago. Lucas has added into the prequels all the right details to extend the epic arc of the series—Anakin’s immaculate conception, forbidden love, his fall from grace, the byzantine mechanics of imperial politics overwhelming democracy—and there is little question that the six films, watched together, will have recurring themes and visual motifs that will make this epic cycle even more enjoyable. But they can be of little interest to anyone but the more zealous fans of the series, and that’s a shame, since “Star Wars”, like “Gone With The Wind” and “Titanic”, was so popular, and cut across so many social lines, that its success was a resounding validation of the joys unique to popular movies. For these general audiences, the prequels, whose existence only underscores their irrelevance, are about as involving as the footnotes stashed in the trunk of a gripping adventure novel.  The prequels bear the stain of a wasted opportunity.

When I saw “Episode II” at the Chinese Theater in Hollywood, I waited for four and a half hours with roughly one thousand other fans for the 3:30 A.M. screening. Around 2:30, as the crowd for the midnight show passed us on the way out, partly flush with pleasure, partly relieved that the waiting was over, someone in line asked a man walking to his car if the movie was good. The man smiled proudly, patted the front of his Darth Maul t-shirt, and announced, “The series is back”. No words could have been more comforting.  Inside, once the movie started, I thought of that fan as I noted which bits received the most rapturous response from the crowd. They were, in order: The Twentieth-Century Fox Logo, the Lucasfilm Logo, the title card (“A long time ago...”), the Star Wars logo, the end of the opening crawl, the appearances of R2-D2 and C-3PO, the vintage banter of the two droids, Obi-Wan musing about Anakin, “Why do I get the feeling you’ll be the death of me?”, the appearance of Owen and Beru on the Tatooine moisture farm, the first shot of the clonetrooper army, the ‘Skywalker’ musical cue played just before Anakin takes off to find his mother, the laser-projected blueprints for the Death Star, and the early, alpha-versions of the Imperial Star Destroyers.

In addition to these, each time Anakin’s white-hot anger flared up (particularly during and after the slaughter of the Tusken Raiders) the audience roared its approval, sensing the ever-narrowing gap between Anakin and Darth Vader. The biggest cheer came during Yoda’s impersonation of radioactive green popcorn as he pinballed off the walls fighting Dooku. At the end of the movie, I asked Mark, whom I met in line and sat with, if he liked it. His answer was much like the the guy from the earlier showing.  Mark shook his head and managed a satisfied smile. “I don’t know. Right now I’m just glad to be back in the Star Wars universe.”

I shared Mark’s sentiment. During the movie, I felt nothing but elation, and for identical reasons. The spectacle of “Episode II” was enough to suspend judgment, and happily so.  After the film ended, however, that elation ended with the spectacle. As I passed the newly forming line wending its way around Hollywood Boulevard and up Orange, I reflected not only on my own reaction to the film but those of the people around me. The outbursts of applause, as listed above, were reserved for either a character, object, or plotline found in the original trilogy. Each was merely a piece of the already established back-story. The comments made by the man in the parking lot and Mark were positive endorsements, certainly, only they were backward-looking, nostalgic, indicating not so much admiration for the movie as relief that their memories hadn’t been trampled. The reaction in print, TV, and the Internet has only verified the near-universality of their sentiments. Fans generally like “Attack of the Clones” much more than “The Phantom Menace”, but not because it’s a great movie. They like it because it is less of a departure from the first trilogy than its predecessor. They are all in a rage for the Emperor’s new clothes.

If “Star Wars” is central to the cultural vitality of the generation of people who were kids in the late Seventies and early Eighties, as I believe it is, then these are dark portents indeed.  As with so much of present-day pop culture, the original fires of our imagination have all but gone out, unrekindled, and all that remains is the comfort of our memories. The only thing left to do is watch them fade (and change as they do: Lucas will be adulterating the original trilogy for the upcoming DVD set). Though he is a tireless innovator as an inventor of film technologies, Lucas as an artist is nearly the opposite: a stubborn, dewy-eyed purveyor of rank nostalgia. From “American Graffiti” through “Star Wars”, “Raiders of the Lost Ark”, and “Radioland Murders”, all the way up to “Episode II”, he has taught us how we might recapture and reimagine the pop-culture artefacts of our past, but, unfortunately, while we were watching his magic show, we didn’t notice our artistic contribution to the history of cinema quietly squelched by our own enthusiasms.

After all, if “Star Wars” was Lucas’ nostalgic ode to the sci-fi serials of his youth, what, then, is “Episode II” for us, which is essentially a nostalgic ode to “Star Wars”? What can all the excitement and debate generated by these films say about those of us who grew up in the wake of “Star Wars”? Simply that this generation of film fans has yet to answer Lucas (and Coppola, Spielberg, and Scorsese) with a set of films which documents our own sensibilities. All we can do is argue fruitlessly over the slipshod imagination of a middle-aged technician. Whatever was brilliant and original fifty or sixty years ago flutters down to us now as a copy of a copy of a copy. How apt that cloning is a major plot point of this film. Indeed, this is the bitter joke, and it’s right in front of us. Starved for something new but seemingly unable to create it, like every other cultural apparatus we have, the movie industry is slowly eating itself alive. The particular irony with the Star Wars prequels is that millions of movie fans of all races, ages, and nationalities—an almost Utopian mix—come together every three years to celebrate a cultural force that was stone-cold dead to begin with.