Stealing the show this time is Natalie Portman in a thousand costume changes as Senator Padmé Amidala. Wearing more hats and hair buns than you'd find in an upscale boutique, she is almost as dazzling as Lucas's filming, which David Tattersall, his cinematographer, does all in digital. Her most memorable outfit is a sexy, pure white one with a bare midriff. You might think these clothing comments are slightly superfluous for a STAR WARS film, but this one is a romantic action picture. I bet you never thought you'd see a romantic moment by the fire in the world's most famous space series, but this episode has one.

For those so young that love stories are still icky, the film packs plenty of action and intrigue. Youngsters who want to can close their eyes during the brief kissing scenes.

The complex plot involves a Grand Army of the Republic that will fight against a separatists movement. Meanwhile, Obi-Wan Kenobi (Ewan McGregor) and Anakin Skywalker (Hayden Christensen) have been assigned to guard Senator Amidala, since someone is trying to have her assassinated.

Christensen, who was so terrific in LIFE AS A HOUSE, is quite uneven as Luke's daddy-to-be. At his best, Christensen is a convincingly impetuous and awkward youth, eager to break free of his master Obi-Wan's guardianship. At his worst, he makes slightly trite dialog sound especially stiff and stilted.

Yoda, voiced by Frank Oz, is on hand and given a key part. Mainly, though, he is there for comedic effect as he states the obvious in his signature scrambled syntax.

Speaking of comedians, Jar Jar Binks (voiced by Ahmed Best), who most adults last time found as grating as fingernails across a blackboard, is back again. But, this time his character finally makes sense. Yes, you read that sentence right.

Periodically Jimmy Smits wanders in from some other set, realizes that he is in the wrong movie, and wanders off again. Try not to laugh. He can't help it if his agent let him be so awfully miscast as a STAR WARS senator who tries to channel a Renaissance politician.

STAR WARS movies are, most of all, fun. Perhaps the best evidence of playfulness of the series this time occurs at a diner, where a droid waitress scoots over to each table on her built-in unicycle.

I hope I'm not spoiling it for you by revealing that there is definitely going to be a sequel. In the spirit of the best serial cliff hangers, STAR WARS: EPISODE II ends in what is clearly a beginning. Personally, I can't wait.

STAR WARS: EPISODE II - ATTACK OF THE CLONES runs a little too long at 2:21. It is rated PG for "sustained sequences of sci-fi action/violence" and would be acceptable for kids around 7 and up.