Here's the problem: Lucas is insisting on using these three precious-to-Star-Wars-fans prequels mainly to show us a Darth Vader origin story. That's a problem for a number of reasons, not least of which is the difficulty inherent in humanizing a character that every viewer knows will eventually become a paragon of faceless evil. In The Phantom Menace, Lucas shoved Vader off on us, condescendingly, as a cute widdle boy with a talent for piloting starcraft. Audiences called bullshit on that one, and little Anakin Skywalker (Hayden Christensen) returns this time around as a teenager embroiled in a tedious romantic subplot. Lucas is obviously struggling to make this kid's seduction by evil the stuff of grand tragedy, so you've got to figure that he didn't expect young Darth to come across as quite as great a cretin as he's turned out to be.

It's tempting to take pot shots at Christensen, a relative novice who doesn't give anything resembling a real performance in this film-but because nobody is giving good performances in the prequels, he probably deserves benefit of the doubt. (It's quite something for Lucas to extract boring performances from actors of such planet-shaking charisma as Ewan McGregor, Natalie Portman, and Samuel Jackson.) It's gotta be hard to act when you're undercut at every turn by the incredibly clumsy foreshadowing that Lucas deploys here. Poor Anakin barely has a scene where he isn't expressing his impatience and/or anger, stroking his own ego, or just glowering at us from underneath his brow. You gotta wonder why a honey like Senator Amidala (Portman) gives him the time of day. Compare Anakin Skywalker to the hardened, yet still scruffily charming Han Solo of Star Wars and The Empire Strikes Back: proof that it's not impossible to develop a credible romantic lead in a space-fantasy milieu. Anakin Skywalker's submission to the Dark Side should play as tragedy, not just the story of a galactic asshole.

Unfortunately, while Lucas is blowing the Darth Vader story, there's just not much else going on. Mostly, characters just stand around and talk space politics. It's ridiculous. Nobody stood around during The Empire Strikes Back talking about politics-generally, they were way too interested in getting from point A to point B without getting their asses handed to them by Darth Vader. Perhaps most depressing is the fact that, with five out of six Star Wars movies in the can, we still haven't gotten a chance to see the Jedi Knights, for over a thousand generations the guardians of peace and justice in the Old Republic, in the glory that was described to young Luke Skywalker. Rather, they're running around acting like the Keystone Cops and struggling to keep a grip on the situation at hand while an old, corrupt politician builds a secret clone army and manipulates his way into a position of absolute power in the Republic. Frankly, they're already whupped, and that's not much fun to see. Further, that Lucas's observations about the way governments work may actually be fairly astute is no excuse for the fact that the exposition here is murky and deadly boring, violating at every turn the golden rule of show-don't-tell.

Action scenes are deployed with some precision at key points (I'm guessing at pages 30, 60, and 90 of the screenplay) just to keep us from falling asleep, and they're fairly spectacular in their own right, if not particularly inventive. An extended car chase through the air above city-planet Coruscant is swiped wholesale from The Fifth Element, which was itself an extrapolation of visuals first seen in Blade Runner, and a fight scene between Obi-Wan Kenobi (McGregor) and bad-ass Jango Fett (Temuera Morrison from Once Were Warriors) is energetic and funny. The final act of the film is an action sequence extended to epic length, comprising a videogame-like adventure in a droid factory, a Gladiator-like Jedi smackdown in a coliseum, an all-out military confrontation by air and land, and a dopey confrontation between the computer-generated Yoda and Count Dooku (the always-cool Christopher Lee) that's tailor-made to get the fan audience worked up but just comes across as anticlimactic. That all of these pyrotechnics culminate in a revered genre actor doing battle with a freaking cartoon is simply the film's final insult.

Whatever. By the time we got there I was suffering from bad Star Wars fatigue anyway. In some ways, Clones is quite superior to The Phantom Menace. Sony's digital cinematography, for instance, may not be a patch on real Panavision camerawork (see Insomnia, also playing at a theater near you, to remember how good 35mm photography can really look on a movie screen), but it's uniquely suited to the special-effects rigors of this film, which seeks to place live actors in virtual environments in nearly every last shot. Indeed, the visuals are far more impressive than those in the previous film, and they're dished out with a level of virtuosity that's occasionally thrilling. The problem is that there's too damn much of it. Again, think back to the way Lucas milked maximum thrills and chills out of the revelation of each new creation in the original trilogy-the cantina at Mos Eisley spaceport and the first sighting of the Death Star in Star Wars; the appearance of the brutish Imperial walkers on the horizon in The Empire Strikes Back. Compare that to the indiscriminate because-we-can sensibility of the new movies, which revel in the amount of digital chicanery available to them and throw so much production design at the screen in every sequence that even the most attentive viewer can't hope to process or appreciate all of it.

Sadly, nothing here even approaches the carefully choreographed fury of The Phantom Menace's three-way lightsaber duel, which brought some much-needed physicality to Lucas's cartoon landscape. Instead, in the mad belief that more is better, Lucas apparently pushed for an over-the-top riot of action involving clonetroopers, spaceships, armored assault vehicles of every stripe, and even various hungry space critters. Before this mess of color, light and sound completely overwhelms the storytelling come some moments that deserve further explication but don't get it. When Jedi Knight Kenobi confronts mercenary Jango Fett, for instance, the bounty hunter reacts with a frisson that suggests class resentment, an intriguing idea that goes undeveloped. Instead, Lucas consistently favors the impossibly banal, moving doggedly forward with ideas that he's been turning over in his head for so long that they've gone irretrievably stale.