BACK COVER SYNOPSIS: The STAR WARS saga continues on DVD with Episode II ATTACK OF THE CLONES. Anakin Skywalker has grown into an accomplished Jedi apprentice, and he faces his most difficult challenge yet as he must choose between his Jedi duty and forbidden love. Relive the adventure the way it was meant to be seen in spectacular digital clarity, including the climactic Clone War battle and Jedi Master Yoda in the ultimate lightsaber duel. Experience this 2-disc set that features over six hours of bonus materials, and see how Episode II unlocks the secrets of the entire STAR WARS saga.

FILM REVIEW: The Phantom Menace was received with a lukewarm response when it was first released in 1999. Many fans were disappointed with what they saw, but they still had enough faith in George Lucas to deliver the goods in his two remaining prequels. "Attack of the Clones", despite it clumsy title, promised a darker style and a return to the tone of the original films. In many ways, this film accomplishes this task and manages to forge ahead of The Phantom Menace in many areas. But it's still hampered by some strange decisions made by George Lucas in the telling of his great masterpiece. This film is superior to The Phantom Menace, but it still doesn't manage to get close to the quality of the original Star Wars films.

Anakin Skywalker is finally in his late-teens; he's a Jedi apprentice under the tutelage of Obi Wan Kenobi who is now a Jedi Knight. He is in love with Queen Amidala of Naboo but is warned to control his feelings as they conflict with the Jedi code. Meanwhile, someone is trying to assassinate the Queen and it's Obi Wan's role to find out who is responsible. This leads Obi Wan on a detective chase through the stars and leads him to a planet where a clone army of soldiers is being created for the Republic, ordered by a Jedi Master who was killed more than a decade before. As a starting off point, these plot points provide for stronger story-telling than in The Phantom Menace. For example, when an assassination attempt is made on the Queen which leads to a chase sequence through the planet city of Coruscant, we finally get a special effects chase sequence that's tied in with the plot. Also, we are given some truly foreboding sequences with Anakin trying to deal with his emotions; one standout sequence sees Anakin slaughter a group of aliens for torturing and killing his mother. The scene where Anakin is explaining to Amidala about what he had done set to John Williams' Emperor music is truly chilling. The subplot revolving around the clone army is also fascinating. But like The Phantom Menace, there are problems.

Episode II deals with Anakin's conflicting emotions and one storytelling device used to exacerbate this story thread is a plot line revolving around a romance between Anakin and Amidala. I don't need to tell you this because you would have already heard about it but I will anyway: this is the worst romance story ever put to film. It's just crap. Dialogue, staging and most importantly, the acting of it is just woeful. The romance is so forced and contrived; it comes out of nowhere and is purely in the film to explain where Luke and Leia came from in the original trilogy. When you also acknowledge that there was no suggestion of it coming in Phantom Menace, and that in that film Anakin was a kid and Amidala was an older, at least late teen, it's just plain strange and out of left field. Apart from that, you wouldn't think these two would get together, especially the way Anakin pines for her (in a very wooden performance by Christensen) and how Amidala doesn't have any interest in him at all and then suddenly she loves him intimately at the drop of a hat. Lucas is obviously not a student of romance.

Take away the romance story and you have a decent sci-fi action/adventure film. The acting takes a dive compared to Phantom Menace, largely due to Hayden Christensen who seems miscast and lost. However, Ewan McGregor is still on the ball, and the inclusion of Christopher Lee was a master stroke. He adds a level of menace to the film that was sorely lacking in Episode I. The action sequences are spectacular, particularly the Clone War battle at the end of the film. But the standout has to be the sequence where Yoda finally gets to kick ass with his lightsaber against the evil Count Dooku. If they had that two minute sequence looped for two hours, fans would have been satisfied with that alone. One interesting capitulation made by Lucas was his treatment of Jar Jar in this film. You can see clearly he's bent to fan pressure on how to utilise him. Lucas not only reduced his screen time, but made his character one of the unwitting instigators of the downfall of the Republic. Not bad for a clumsy alien that no one liked and was only there to sell toys.

The CGI in the film is a step-up again from The Phantom Menace which did it pretty well to begin with. Probably the most remarkable aspect of the CGI in this film is Yoda. A lot of care went in to the creation of the all-digital Yoda and he is nothing short of perfect. He doesn't seem like a CGI character. It looks as if they filmed him on set. The environments are mesmerising, particularly the planet of Kamino, a water planet filled with bean-pole looking aliens. As with The Phantom Menace, this film is worth watching just for the images alone.

Overall, this is a far better film than The Phantom Menace but is still not up to the standard of the original trilogy. It will entertain, but don't have high expectations.

TECHNICAL REVIEW: The Phantom Menace was slightly disappointing in the transfer department; not so with Attack of the Clones. The film was made 100% digital and the transfer is spectacularly perfect. The images are sharp, crisp and colourful and a joy to watch. The audio is also first-rate - test your sound system on the sequence where Obi Wan Kenobi is chasing Jango Fett in the rings of a red planet. Amazing stuff. This DVD is a perfect transfer for an all-digital film.

EXTRAS REVIEW: The extras package on this disc, much like The Phantom Menace, is incredibly comprehensive, but the documentaries this time around are not quite as interesting as those on The Phantom Menace disc, largely because they focus exclusively on the technical aspects of the production, namely the visual effects. We get an extensive documentary on the creation of digital characters such as Yoda, a detailed look inside the concept of Previsualisation, and a lengthy documentary with sound designer Ben Burtt on the creation of the soundtrack. Overall they make for great viewing but it's a little dry. More on the production itself may have been more interesting. The remaining extras follow the same pattern as The Phantom Menace DVD; eight deleted scenes that had to be completed specially for the DVD, a series of featurettes, web documentaries, trailers, photo galleries, story boards, dvd-rom content and more. Overall, an excellent extras package.

BOTTOM LINE: Worth having in the collection.