Well, I saw Star Wars: Episode II: The Attack of the Clones today (and there’s a very good chance you have as well. This review is mostly for the three people in my audience who haven’t seen it yet.)

Here’s my verdict: It’s a technical knockout. But…

The original 1977-1983 Star Wars trilogy, as well as lots of other science fiction films made since, tend to feature great special effects combined with reasonably conventional set pieces. The result is that it’s obvious when the big orgiastic mind-expanding special effects blowout scenes arrive, we’re knocked out because they work in contrast to the set pieces. (Spider-Man, one of only a handful of Hollywood blockbusters since the original Star Wars to emerge with its humanity intact, is a good example of that principle in action.)

Part of the problem with both Attack of the Clones and The Phantom Menace is that they’re so bursting with amazing images, impossible camera angles and compositions filled to bursting with movement, those images become a bit old hat. You can only be knocked out so many times that your brain stops thinking of them as amazing effects, and you start thinking “OK, this is how this corner of the universe works. This is what it looks like. This is how its technology works.” We get that it looks amazing. (By the way, I’m really going to try to see the film digitally projected. The digital photography certainly looked impressive translated into 35mm film, however. I doubt most people are even aware when watching this that it wasn’t “filmed on film”.) So get on with the story.

And Episode II does a better job of getting on with the story than The Phantom Menace. The pacing is much tighter, the humor is held much more in check, Jar-Jar is onscreen for a relatively bearable amount of time—less than five minutes. (He does prove why everybody hated him though: he’s so naive and gullible, he unwittingly sells out the entire galaxy.)

As you’ve probably read by now, Yoda does get to open up a little green can of whoop-ass. The audience didn’t know whether to laugh or cheer when he struck little digitally animated Muppet-style kung fu poses. I actually thought he was far more effective leading the troops into battle—he’s definitely got a Napoleon complex, and it suits him well.

As usual with just about anything George Lucas directs (American Graffiti being the obvious exception), there’s lots of wooden acting and cringe-inducing dialogue. (There's also an unbelievably hokey scene with the two love-smitten leads rolling in a hill that recalls another 20th Century Fox blockbuster from the past.) But there are also several far more emotionally satisfying scenes than The Phantom Menace. Hayden Christensen is a far far more tolerable future Darth Vader than the dreadful Jake Lloyd, one of the worst child actors of recent memory. Natalie Portman as Senator Amidala earns her place among previous Lucas action babes Carrie Fisher and Karen Allen, as someone who can be sexy, feminine and still open up her own can of whoop-ass. And Christopher Lee does his usual best as a classy villain.

But these actors have to struggle to overcome a script full of arch dialogue, and have their performances judged by a man who has demonstrated what happens when the auteur theory is taken to its ultimate extreme. Lucas is a brilliant editor, concept creator, and producer. But he’s his own worst enemy as a writer and judge of performances.

And given the amount of money he’s made for 20th Century Fox (Robert Altman basically owed him his career in the late 1970s, according to Peter Biskind’s book, Easy Riders/Raging Bulls.), there’s nobody to tell him “no”, or tell him that while the Emperor does have clothes, he might want someone else to tailor them.

So go see it—and see if you find yourself initially dazzled, but slowly worn down by a film that in terms of technique, just may be too amazing for its own good.

(By the way, Lucas has his work cut out for him for Episode III: In order to setup the real first Star Wars film, all of these characters are going to die, be banished to interstellar equivalents of Siberia, or become evil incarnate. This could be the first Hollywood big-budget film with a downer of an ending since 1970.)