Well, it's not as bad as the last one.

Although the film suffers from many of the same problems as the leaden "Star Wars: Episode I – The Phantom Menace," the latest bloated by-God-this-will-be-an-Epic from George Lucas actually has a few minutes that are fun.

Remember fun? Like the fun we had during the original "Star Wars," when the guy who brought us "American Graffiti" tackled space operas? Lucas, still a young twerp, updated the old "Flash Gordon" type serials with a grand adventure pitting a wide-eyed farm boy, a cocky pilot, his furry partner and a tough-as-nails princess against one of the most hissable bad guys of all time. The fresh-faced performers' acting skills were shaky, the dialogue was cheesy and some of the creatures were less than convincing, but none of that mattered because the overall package was such a blast.

Lucas followed "Star Wars" with two sequels that were more ambitious and more melodramatic. Although the trilogy contained some annoying elements (Ewoks, anyone? And how was the death of a Jedi supposed to have any impact when they kept popping up in ghost form?), they satisfied because of the immense fun factor.

Sixteen years after the final film, Lucas unveiled the first in his prequel trilogy. I won't rehash "The Phantom Menace" here – the painful memories are still too fresh. Suffice to say that, aside from gorgeous special effects, the movie was a stone drag.

Initially, it looks like "Star Wars: Episode II – Attack of the Clones" (could these titles be any clunkier?) is headed down the same path. For well over an hour, the film hops from one breathtaking vista to the next as a parade of dull characters spouts bad dialogue. Only a zippy flying car chase scene breaks up the monotony.

At long, long last, a rescue mission kicks the movie into gear and, for a few wonderful minutes, I was reminded why I enjoyed "Star Wars" in the first place.

The story goes like this: The Republic is in trouble due to separatist factions. When Queen-turned-Senator Padme (Natalie Portman) arrives for an important vote in the Senate, Master Jedi Knight Obi-Wan Kenobi (Ewan McGregor) and his protege, Anakin Skywalker (Hayden Christensen), are assigned to protect her from assassination.

After Padme is nearly killed while Obi-wan and Anakin squabble, the plot splits in two – Obi-wan flies off to find the culprits while Anakin remains to guard Padme. On a distant world, Obi-wan discovers a clone lab cranking out warriors to fight for the Republic (though no one can remember ordering them). Meanwhile, Anakin and Padme begin the most stilted, least passionate romance in the history of film (Sample line: "I am haunted by the kiss you should not have given to me").

Ouch.

Eventually, the key players are reunited as Lucas does an alien version of "Gladiator" and the flick gets a much-needed shot of adrenaline. After so much strained posturing, the movie finally turns into "Star Wars" again, or at least something very much like it. This portion includes the high point of the film: a terrific lightsaber battle where Yoda (Frank Oz) finally stops yapping and jumps into the fray. As much as I enjoyed the fight, I enjoyed what Yoda does immediately after even more.

Over the course of the film's 135 minutes, we see many familiar faces along with a number of new ones. The reviled Jar Jar Binks (Ahmed Best) returns to do his intergalactic Stephin Fetchit shtick, but thankfully, he is allotted very little screen time. Droids R2-D2 (Kenny Baker) and C-3PO (Anthony Daniels) return, with C-3PO getting the worst scene in the movie when his head is severed from his body and he delivers not one, not two, but three cringe-inducing puns.

On the flesh and blood front, Samuel L. Jackson gets to do slightly more than in the last film, although his talents are still wasted. Jimmy Smits pops up briefly – presumably he and Sam will have expanded roles in the final installment of the trilogy. Horror movie giant Christopher Lee appears as a pivotal character, looking remarkably good for his age. And Temuera Morrison, the mesmerizing star of "Once Were Warriors," makes an indelible impression as little Boba Fett's fierce bounty hunter poppa.

Sadly, the acting is as wooden here as in "The Phantom Menace," with the sole exception of Ewan McGregor, who humanizes Obi-wan Kenobi quite nicely in an assured performance. McGregor also draws the biggest laugh in the movie when he turns to the future Darth Vader and says, "Anakin, sometimes I think you'll be the death of me."

I'm still not sure whether or not I like that line, but I am sure that "Attack of the Clones" is a better film than "The Phantom Menace." Although the ending is annoyingly abrupt, at least the movie delivers a few payoffs. Both films, however, left me with the same question: When did George Lucas forget that people, not special effects, are what make a movie work?