George Lucas has said that he's aiming for those B-movie serials from decades ago. And he's more closely emulated them than he realizes.
Is the movie better than Phantom Menace? Yes and no. I enjoyed Clones about as much as I did Menace, so I thought it was worth seeing and paying full price for. (Once.) It's better than Menace in that:
* The plot doesn't have any holes. In fact, it's interesting and even somewhat surprising, in a good way, at one point.
* Jar-Jar (now a Republic Senator!) is almost a non-entity (though he does have one key scene that's kinda humorous, in the sense that he initiates a very key element of Palpatine's rise to power).
* Ewen McGregor can take the worst dialog and make it into gold.
* Christopher Lee, when we finally see him, is also uber-compelling.
* Finally, we can actually see that Light Side Jedi can survive blasts from Dark Side lightning.
* The Star Warsian-style action scenes are par for the course (which means they're pretty enjoyable).
It's worse than Menace in that:
* Anakin is not merely annnoying anymore. He's now stacked on a level of irritation, whininess, and petulance that far outshines anything Luke Skywalker ever did.
* Hayden Christenson and Natalie Portman are not nearly as talented as Ewen McGregor or Christopher Lee. When they speak the bad dialog they've been given, I winced and wished it would stop Stop STOP.
* Because Anakin is so utterly unsympathetic, and Amidala so poorly acted, their blossaming love is utterly unbelievable.
* Jar-Jar still got to do at least one important thing. And because he's so obviously a flaming idiot, it feels really stupid to have the whole Imperial Senate unanimously rise up in agreement to an idea that is so obviously stupid.
* Lucas has decided that the more new aliens he can introduce the better, and the more "creative" his film must be. Enough with the new aliens! There's so many, and they're so blatantly CG, that it's actually distracting. Using humans, slightly made-up human actors, and heavily made-up human actors, in the more reasonable measure employed by the original trilogy, would have been much more effective and less distracting.
* The Star Warsian-style action scenes are par for the course (which means that despite their lavish nature, I felt like I was being forced to pump adrenaline for stuff I'd seen before; the over-hyped coliseum scene jumps to mind).
And then there are the new elements unique to the film that are both ludicrous and enjoyable at the same time. (These elements are awkward, even if they are enjoyable, because they don't have the giddily integrated irony of similar elements from the original trilogy. Like when Han is talking to Imperials while Luke is freeing Leia on the Death Star from the original Star Wars, and he ends up blasting the comm panel in frustration with himself.)
* Yoda-fu. I and the entire audienced giggled at Yoda-fu. But it was also pretty cool. Wierd.
* The cloner aliens. The one new alien type that was alien enough and interacted with enough to be creepy, and therefore somewhat enjoyable and effective. But again, they're one of a huge crowd of new CG aliens, and just about the only one to be used effectively. Because of that, they stood out so much that they were also somewhat distracting despite being interesting.
* Boba Fett. Nice touch to show some continuity here. But it was also clumsily handled and hammered a little too hard.
So yeah, go throw some more money at poor poor George Lucas. He's got an interesting film here. But, in terms of the entire story arc of Star Wars, *this* is the film that really, really needed to be great. Literally, actually great. And, unfortunately, it's not. In fact, it ruins the whole purpose behind why these new Star Wars films are being made.
Why? Because we, the audience, have to empathize with Anakin Skywalker. We have to. We have to *care* about his decisions. We have to *believe* that people can like and respect him, and not just be wowed by his uber-Jedi skills. We have to empathize with his inner conflicts, his conflicts between adhering to the Jedi Code and doing his own thing. However, Anakin Skywalker is *not* likeable, and the audience does not empathize with him at all because we see no inner conflict. What we see is a bunch of hateful whining. (Think of Willem DeFoe's Green Goblin in Spider-Man. Not a very likeable character, but compelling and empathetic because of the conflict we can see and experience.) So who cares how or why Anakin Skywalker becomes Darth Vader? I don't. Not anymore. And I really wanted to. I'll go see Episode III only so I can watch Obi-Wan Kenobi kick his whiny little ass all over the place.
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