Dir: George Lucas. US. 2002. 143mins.

It must be thankless being George Lucas. He may be wading in money, but critics and fans have treated his new Star Wars prequels with such intense scrutiny and disappointment that he has to realise his reputation as a legendary film-maker of 1970s classics American Graffiti and Star Wars is in jeopardy of being tainted. Episode II is an improvement on 1999's Episode I, but it emphasises further how misjudged and pretentious the entire prequel undertaking is. Without humour and without suspense, Episode II beats the audience up with its relentless action and exhausting visual splendour. It's frustrating to watch a movie which has been so painstakingly crafted and is so extraordinarily designed and yet in which the storytelling is so sloppy, as if lost in the prosthetic and mechanical clutter on the screen.

Box office results will of course be stupendous, but it will be tough for Lucasfilm and 20th Century Fox to reach the $923m heights of Episode I. Audience interest will not be as fierce as for the first prequel, reviews will be - and have so far been - mixed, and competition from Spider-Man, Scooby-Doo, Minority Report and Men In Black 2 will be serious. So long as it carries on along this course, the Star Wars brand is looking increasingly less invincible.

As in Episode I, the problem here is a lack of fun. The cheesy B-movie style pleasure of Han Solo and Princess Leia, or of Lucas' other derivative creation, Indiana Jones, is abandoned in favour of colourless characters taking themselves too seriously. Obi-Wan Kenobi, Padme Amidala and Anakin Skywalker are simply not people to who audiences can warm the way they could with idealistic everyman Luke Skywalker or handsome opportunist Han Solo. Endless talk of trade embargoes, political responsibilities and corporate alliances attempts to create a fantasy saga of significance but only serves to drain the adventure of any spunk.

Lucas also appears to be jettisoning jolliness in the film's look, which is harsh and drab and more reminiscent of Dune and Blade Runner than the gaudy spectacle of the first trilogy. Small children especially will have a hard time keeping focused through the film's near two-and-a-half hour running time, especially as the battle scenes kick in towards the end.

The film is set 10 years after the confusing conflict of Episode I. Padme is no longer Queen Amidala but an influential Senator in the Republic. Arriving in Coruscant, from where the Galactic Senate rules the Republic, an attempt is made on her life and Jedi knights Obi-Wan Kenobi (McGregor) and his apprentice Anakin (Christensen) are brought in to protect her. Anakin, now a young man, harbours deep love for Padme (Portman, who has not aged remotely in a decade), but she initially treats him like the child she knew. Still sporting a series of outlandish hairdos, Padme is instructed to return to her home planet of Naboo with Anakin as her escort. There she must hide until her pursuers are identified.

Before leaving Coruscant, however, a second attempt is made on her life resulting in a chase through the "streets" of the city by the two Jedis, who discover that her would-be assassin originated on the planet Kamino and was hired by a bounty-hunter named Jango Fett.

While Anakin and Padme secretly return to Naboo, Obi-Wan travels to Kamino to pursue Jango Fett. There he discovers that an army of genetically created clones has been built, commissioned by the Republic 10 years earlier. He discovers Jango Fett on the rain-swept planet and the two fight before the bounty-hunter makes his escape. Obi-Wan follows him to the planet of Geonosis, where he contacts Yoda (Oz) and Mace (Jackson) at Jedi HQ in Coruscant to report on his movements.

Back on Naboo, Anakin has been wooing Padme and the two have fallen in love - which is against the laws of the Jedi. Furthermore the young Jedi, who already has a troubled relationship with his mentor Obi-Wan, disobeys his orders and takes Padme to his home planet of Tatooine. There he wishes to find his mother who has been appearing to him, suffering, in his dreams.

Sure enough, his mother has been kidnapped and tortured to death by vicious Sandpeople and, in an undeniably un-Jedi-esque manner, Anakin kills them all before he and Padme take off to rendezvous with Obi-Wan on Geonosis. There, Obi-Wan has discovered that disillusioned Jedi Count Dooku (Lee) is amassing a separatist droid army to fight the Republic. He is captured by Dooku, as are Anakin and Padme when they arrive, and the three must fight for their lives in a gladiatorial ring. Just as they are facing death, however, Yoda and Mace arrive with the clone armies from Kamino to rescue them and battle the separatists.

If this sounds complicated, it is. Swamped with politico-speak about the galaxy's troubles, the story fails to achieve clarity, loses the impetus of the plot strand about the attempted assassination and omits to mention Palpatine's true motives (boldly referenced in Episode I). It also becomes truly confused in the final act as various armies congregate for battle.

Shot with digital cameras, the film looks astonishing, and the spectacle is truly awesome, even overwhelming. Against such visual artistry, the actors do their best. McGregor is commanding and Portman and Christensen, genuinely terrific talents, generate enough chemistry to make their relationship the dramatic highpoint of the film. Sadly for all of them, some of their lines, including the obligatory "I hate it when he does that", are beyond banal.

Prod co: Lucasfilm
Worldwide dist: 20th Century Fox
Exec prod: Lucas
Prod: Rick McCallum
Scr: Lucas, Jonathan Hales, from a story by Lucas
Cinematography: David Tattersall
Prod des: Gavin Bocquet
Ed/sound des: Ben Burtt
Mus: John Williams
Main cast: Ewan McGregor, Natalie Portman, Hayden Christensen, (voice of) Frank Oz, Ian McDiarmid, Samuel L Jackson, Christopher Lee, Pernilla August, Temuera Morrison, Jimmy Smits, Anthony Daniels, Kenny Baker