If The Phantom Menace was the setup, then Attack of the Clones is the plot-progressing payoff, and devoted Star Wars fans are sure to be enthralled. Ten years after Episode I, Padmé Amidala (Natalie Portman), now a senator, resists the creation of a Republic Army to combat an evil separatist movement. The brooding Anakin Skywalker (Hayden Christensen) is resentful of his stern Jedi mentor, Obi-Wan Kenobi (Ewan McGregor), tormented by personal loss, and showing his emerging "dark side" while protecting his new love, Amidala, from would-be assassins. Youthful romance and solemn portent foreshadow the events of the original Star Wars as Count Dooku (a.k.a. Darth Tyranus, played by Christopher Lee) forges an alliance with the Dark Lord of the Sith, while lavish set pieces showcase George Lucas's supreme command of all-digital filmmaking. All of this makes Episode II a technological milestone, savaged by some critics as a bloated, storyless spectacle, but still qualifying as a fan-approved precursor to the pivotal events of Episode III. --Jeff Shannon