So much hype surrounded 1999's release of "Star Wars: Episode I - The Phantom Menace" that viewers were bound to be disappointed in comparison to their enormous expectations. It didn't help that what director George Lucas had built up and created over the sixteen-year period between installments was admittedly pretty lackluster fare. Light-hearted, slow-paced, and woodenly written and acted, "Episode I" was a visual marvel, but not much else. The final product simply did not come alive the way fans had hoped.

General expectations have been noticeably lower for the second film of the prequel trilogy, no doubt due to the overall failure of its predecessor, and that is a fortunate thing. "Star Wars: Episode II - Attack of the Clones" is not only five times better than "Episode I," but it, ultimately, can handily place second-best among the five films, just behind 1980's "Star Wars: Episode V - The Empire Strikes Back." In other words, it will reinvigorate "Star Wars" fans' interest in the wildly popular series.

Set ten years after the events of "Episode I," "Episode II" gets off to an attention-grabbing start on the planet of Coruscant with the failed assassination attempt of Senator Padme Amidala (Natalie Portman), formerly Queen of Naboo. Someone, it seems, is dead-set on taking Padme's life. Brought in to assist in the matter are Jedi Knights and long-time friends of Padme's, Obi-Wan Kenobi (Ewan McGregor) and a now-grown Anakin Skywalker (Hayden Christensen). Instructed by Jedi Master Mace Windu (Samuel L. Jackson) to capture the culprits, Obi-Wan sets off for a hidden planet known for creating clones that he suspects is somehow involved.

Meanwhile, Anakin accompanies Padme back to her lush home planet of Naboo, where he lets it be known that he has had strong feelings for her ever since they first met. Anakin also becomes obsessed with tracking down and freeing his mother (Pernilla August) from her slave life on Tatooine. What occurs on this journey forever sets into place the anger and suffering that Anakin holds within him.

Just as "Episode I" was pure setup of the things to come, so is "Star Wars: Episode II - Attack of the Clones." The difference in quality between the two pictures, however, is all in the artistry of the plotting. The story that "Episode II" comes equipped with is a remarkably stronger and more involving one, not to mention more important to the history of the "Star Wars" universe. Likewise, George Lucas' direction is infinitely more assured, as he is constantly pushing the story and action forward. While there is certainly exposition to get through, Lucas thankfully opens up and explores his purely imaginative settings, rather than treating them as mere backgrounds. Blessed with a sheer expansiveness and visual complexity lacking in the last movie, "Episode II" is, if anything, one of the most creatively ambitious feature films of the last decade or two. Because of this, the film's entertainment value never flags even in the scenes when a lot of talky background information has to be covered.

Aside from a thrilling pod race and a climactic three-way battle sequence, "Episode I" had few action scenes, and even less that were effectively edited. Not so here. Extensive action scenes run rampant throughout "Episode II," and each one of them is a genuine show-stopper. From an astonishingly mounted chase through the heavy-trafficked nighttime skies of Coruscant, to a storm-swept battle between Obi-Wan and assassin-bounty hunter Jango Fett (Temeura Morrison), to an exciting and suspenseful encounter at a clone factory between Padme, Anakin, the machines, and a group of angry winged predators, Lucas has tightened the screws (and the editing) on his action set-pieces, and it shows. Aided by the meticulous, mind-blowing visual effects work by Industrial Light and Magic, who have clearly outdone themselves like never before, "Episode II" pulses with vitality and inventiveness.

If "Episode II" is a visceral rollercoaster ride, the screenplay, by George Lucas and Jonathan Hales, does not stand up to such close scrutiny. One must actually question why, if George Lucas goes to so much work and trouble in bringing his worlds to stirring life, he doesn't pay more attention to his writing. Despite a notable strengthening of development for some of the characters, the dialogue is oftentimes cringe-inducing. This is no more true than during the unconvincing romantic interludes between Anakin and Padme. Every single line that escapes their mouths in these moments is filled with embarrassing naivety and a reliance on horridly sappy romantic movie cliches. "I don't like sand," Anakin tells Padme at one point. "It's coarse and rough. Not like you. You're soft and smooth." Later, Padme earnestly tells Anakin, "I've been dying a little bit more inside each day since you came back into my life." If this is as passionate and humanistic a love story as Lucas can manage, then he definitely should consider hiring someone else to write the screenplay for 2005's "Episode III." On a brighter note, these romance scenes are all relatively short, so as to lessen the blow and get back to the next technical wonder.

The acting, plagued by a curious stiffness in "Episode I" that may have come from the usually talented performers' discomfort in acting largely beside a blue-screen, is particularly more vibrant here. Ewan McGregor (2001's "Moulin Rouge") is an arresting, less self-conscious presence as Obi-Wan Kenobi, while Natalie Portman (2000's "Where the Heart Is") is given far more to work with this time, eliciting an unavoidable poignancy as Padme. Replacing the hideous child monstrosity/actor Jake Lloyd, as the doomed Anakin Skywalker, is Hayden Christensen (2001's "Life as a House"). Christensen nails the arrogance and confusion that plagues Anakin and, even when forced to say some lines of dialogue I wouldn't wish on my worst enemy, his dignity as a performer to watch in the future remains healthily intact.

Rounding out the cast are Samuel L. Jackson (2002's "Changing Lanes"), as Mace Windu; the classy Christopher Lee (2001's "The Lord of the Rings: The Fellowship of the Ring"), as villain Count Dooku; Frank Oz, as the indelible voice of Yoda, who gets the most audience-pleasing moment of the film; Anthony Daniels and Kenny Baker, as the voices of wisecracking robot comrades C3P0 and R2D2; and the voice of Ahmed Best, as Jar Jar Binks. Hate club members of the kid-friendly Jar Jar Binks will be pleased to know that he remains fairly low-key throughout, and only appears in a handful of minor scenes.

"Star Wars: Episode II - Attack of the Clones" is a triumph of a motion picture. Beautifully majestic from an aesthetic standpoint, often awe-inspiring, and with a few rousing action sequences that give the ones in the superior "Spider-Man" a run for their money, the film is an utter delight for its 138 minutes, which fly by. Had George Lucas reconsidered some of his more terribly written dialogue exchanges and treated his generic love story with more charisma, "Episode II" would have all the ingredients of a truly epic science-fiction masterpiece.