When I saw the title "Attack of the Clones" for the first time, I though George was referring to all those troopers. Little did I know that he was referring to how much this film looked like others. But more on that in a minute.

Yes, I was with hundreds of other geeks (and if you’re up at midnight in the middle of the week to be first to see a sci-fi/fantasy film, you’re a geek no matter how much you may deny it) at my local megaplex last night to see the midnight showing. And just to further cement my geekdom, I’ll be taking my wife and daughter again tonight.

If you’re a major Star Wars fan, you should keep in mind your reaction to Phantom Menace. I’ve seen it play out over and over - fans loved the film at first, some even enjoying Jar Jar’s ‘contribution’, but over time, as they spent a little more time thinking about it, and the nostalgia effects wore off, they came to realize just what an awful movie it was.

So it might take a week or two, or even a month or two for most fans to really be able to judge this film’s true merits and flaws. I suspect that for the die-hard fan, Yoda’s big battle sequence will be enough to get them to walk out of the theater on a Lucas high. For the casual fan, they may wonder what all the hoopla is about.

Oh, and I just wanted to point out, before I start blabbing away about anything and everything, that this is NOT, in any way shape or form, a spoiler free review. I’m going to discuss lots of specifics, so if you haven’t seen the film, STOP READING!

Ah, so were to start - at the beginning, I suppose. The first 45 minutes of this movie showcase some of the worst dialogue and acting of the entire series to date. Yep, it’s that bad. In particular, Anakin, Amidala and Obi-wan are straddled with terrible lines, and forced to say them in such a stoic and monotone manner that no semblance of acting is visible. There is no personality to their characters, no depth. The ‘love’ story is poorly executed, poorly directed, and won’t be going down as a great moment in either Portman or Christiansen’s careers. It’s also amusing to note that Amidala has more costume changes than a Madonna concert during the first half of the film - and most of them bare about as much skin. Once she settles into her tighty whitey, her wardrobe and hair style becomes a lot less distracting.

When I complain about the dialogue, it’s not the required one liners. Actually, many of them are very good, including the great line from Obi-Wan to Anakin - “I swear, some day you’ll be the death of me”. But the actual back and forth conversations needed some serious work, and they should have considered having someone come in specifically to punch up the dialog.

There are several scenes which are so bad, that I thought I'd stumbled on an MSFT3K episode.  Anakin's nightmare, the lovers rolling in the grass, and Shmi's death scene rank up there with, well, they're just rank.

The film does look splendid, and every action sequence is superb. Some are very derivative however, as I mentioned at the start. Actually, it surprised me how many other movies George is paying ‘homage’ to, or simply ripping off as the case may be. The very first action sequence, with the pod car race through the city, was so much like the Fifth Element I expected to see a bleached blonde Bruce any minute. And watching Anakin sliding around on Zam’s car, I couldn’t help but see Indiana Jones working his was from the front to back and back again on the truck in the first Indy film.

Other derivative moments:

The entire ‘stamping plant’ sequence would have been much more at home in an Indy movie, and was tremendously reminiscent of the Temple of Doom sequences

Correct me if I’m wrong, but haven’t we seen a Jedi Knight cut the arm off a bounty hunter in a sleazy bar before? This same Jedi Knight as a matter of fact?

Wen Obi-Wan, standing in the sand, picked up the spear against the crabby beast and stabbed from below, I had a flashback to Sinbad

The Geonosians oozing from the walls looked an awful lot like an film about some other aliens. And actually, there’s an old Harryhausen film where skeletons emerge from the walls in a similar fashion (Jason and the Argonauts perhaps?)

As the Geonosians flew to the Arena, I expected to hear the cackle of the Wicked Witch of the West

Remember the film “Wizards” by Bakshi? I was worried for a moment that Yoda was just going to pull out an old revolver and shoot Dooku.

And God forbid, as I watched Amidala crest the beautiful, lush, green rolling hill in her flowing dress, and the music swelled, I thought for sure she was going to break into “The hills are alive…”

Now don’t get me wrong - I’m not actually knocking this film because of this. Most films have derivative moments, and I think that since he is going for such a pulp serial feel with his films, that it’s to be expected. None of these sequences was poorly done, and none of them hurt the film for me. Well, except maybe for that brief moment when I thought Julie Andrews was going to start singing.

Once you get past the first 45 minutes or so, the actors are allowed more latitude. We get to see the anger and hate that Anakin feels toward the Tusken Raiders, we see the blame he places on Obi-Wan, and we begin to understand, certainly better than in Episode 1, just how it is possible that the dark side will take hold. Christiansen does have his shining moments, but none are better than when he tells Amidala of his rampage. Her reaction left me cold, as there could have been so much more they could have done if she’d have exhibited the revulsion you would have expected, but I can understand the path they chose.

The visual effects of the movie are outstanding. There are only a few CGI scenes, most notably the first car chase, and then when Anakin is riding the Reek, where the quality isn’t as good as you might desire. But overall, the movie is visually stunning, with beautiful scenes, and excellent effects.

It’s obvious that George prefers CGI characters to human actors, because the three best performances in the film are turned in by non-human characters. Yoda makes this movie - he simply and undeniably (and literally!) kicks ass. I had my reservations about an old, short muppet doing hand-to-hand combat, but there was no reason to worry. Not only is his final battle sequences stupendous, but the voice acting and CGI expressions through out the film made his performance the one to beat.

On the CGI side, both Dexter and Watto also gave great performances. With just the right blend of humor and seriousness, both characters were allowed to emote the personality that none of the three main human actors were ever allowed to display. While their screen time was limited, they brought fresh air to the other stale performances.

On the human side, all was not a wash out. Both Christopher Lee as Dooku and Sam Jackson as Windu turned in solid performances. They were given the opportunity to make their characters ‘real’, something that Portman, Christensen, and McGregor weren’t. I’m glad to see that both Dooku and Windu will be back for the next film.

I’ve already mentioned the superb special effects, but let’s not forget the sound. In Episode 1, some of the alien dialog was stupid and poorly thought out. Lucas didn’t make the same mistake this time. In particular, the Geonosian dialect and the Cloners speech patterns were excellent, and fit the characters extremely well.

The sound effects were also some of the best selections I’ve seen in ages. How they handled the sonic mines was amazing - I was literally awe struck. Ships, machinery, droids, everything sounded excellent.

And don’t forget the sound track. John Williams has done his usual fantastic job. This is one area that Lucas appears to entrust to someone else, and Williams is the right man for the job.

Once you make it through the first 45 minutes, the real action begins and the film takes off. While the dialog itself is often weak - don’t even get me started on the stupid C-3PO lines during the Arena battle - the overall story is actually quite good. We grew up believing that the Empire was some evil entity that had forcefully taken over the Republic. We are now seeing that’s not true, and it’s not as black and white as we assumed as children. There’s lots of gray, and it turns out the Empire IS the Republic. Democracy can be manipulated, and it is possible for a very small group of individuals to control the masses. This story mirrors history, and as recent as Hitler we’ve seen this played out in reality.

Only in a multi-movie epic of this type can a director explore a big picture issue like this, and it’s a unique opportunity for Lucas. I’m happy to say that I’m pleased with the overall arching story so far, much more so than when only Episode 1 was out there. The story is building nicely on itself, complex enough to be interesting, yet not too tangled to get confusing. Lucas does have great vision, but at times has difficulty with the detail execution.

This movie has two things going for it; like ESB, it’s a ‘transition’ film, and unlike ROTJ, the good parts are all in the last half, the weak parts in the first half. Why are these good things? Well, a transition film gets help in two areas. First, it doesn’t have to set up very many characters, since most of that development should have occurred in the first film. Second, there’s no expectation of any major resolution at the end of the film. We’re saved from scenes of drunken, celebrating Ewoks. Instead, the film has one major task at the end - make us want to see the next film.

That’s an area in which Episode 1 failed miserably. Many fans have not been particularly geeked about this film, but I don’t think that will be the case for Episode 3. AOTC has set the stage as a good transition film should, and as such ranks up with ESB.

I also mentioned the fact that all the weakest parts of this film happen early. That’s great for a movie in the long run, because how people leave the theater tends to be how they feel about a movie over the long haul. A movie like ROTJ, which has a great start and fizzles out, is often seen negatively when looking back. People are far more willing to forgive a weak beginning if the film delivers in the second half, and AOTC certainly fulfills that order.

So what’s the bottom line? This is a far better movie than many of the critics are saying. Yes, there’s some seriously bad acting here, brought on by some seriously bad directing. Fortunately, most of that is contained in the early part of the film, and by mid-point Lucas redeems himself. The dialog may not be the best, but the overall story is being fleshed out well, and is far more developed and complex than many have admitted. The film isn’t without its flaws, but most fans will be able to overlook them and appreciate the larger vision that Lucas has.

If I were to rank this compared to the rest of the films, I would say it easily beats out both Episode 1 and Return of the Jedi. It doesn’t reach the pinnacle that Empire Strikes Back set, but it’s definitely neck and neck with A New Hope, and I suspect that over time I’ll grow to like this film better than ANH. Go see it, if for no other reason than to enjoy Yoda. The little guy deserves an Oscar.