BEYOND HER YEARS WITH ALL THAT'S GOING ON IN HER LIFE, NATALIE PORTMAN IS REMARKABLY SERENE, ALMOST REGAL.

Byline: Bob Strauss Film Writer

``STAR WARS.'' Hollywood wars. Real wars.

Natalie Portman is concerned about all of them. But the 20-year-old actress and Harvard psych major seems to be applying her well-known intelligence to coping with matters as profound as the Middle East crisis and as trivial as Jar Jar Binks.

The primary impression left from a conversation with Portman is that she keeps things in realistic perspective. Not easy for any young actress (nor, for that matter, an Ivy League scholar). Especially not easy for an increasingly key player in the most influential movie series of all time.

As Padme Amidala, the queen-turned-senator in George Lucas' ``Star Wars'' prequel trilogy, Portman bears the responsibility of convincingly portraying the future mother of beloved heroes Luke Skywalker and Princess Leia ... and also the eventual, if unsuspecting, bride of cinema's ultimate space villain, Darth Vader.

In the prequel triptych's second installment, ``Star Wars: Episode II - Attack of the Clones,'' opening Thursday, Amidala falls in love with her Jedi Knight protector, Anakin Skywalker (Hayden Christensen), who has grown up from the mere child she'd met in the previous movie, and who will in the next film morph into the malevolent Vader.

``I went through a lot of casting, saw a lot of people for the (Amidala) role originally,'' says Lucas. ``I was looking for somebody young, but somebody who was strong and could convey a lot of dignity and power. I needed somebody who could carry off looking like a queen at 16 years old. That was primarily why I cast her. But now that she's matured, she fits very well into the young woman role of the new film.''

A new hope

The new production presented a myriad of challenges, from making the crucial romance plausible to interacting with more computer-generated characters and environments than any live-action film has contained before.

And there's also that light-saber of Damocles hanging over this production: the widespread perception that the first entry in the second series, ``The Phantom Menace,'' was a pretty bad movie.

``I like it better than the last one,'' Portman says of the latest entry. ``This one has a very identifiable storyline. I think people were frustrated with the last one because it was an introduction and it didn't have a main plot to revolve around. This one has a very clear plot, several layers and interesting emotional storylines.''

Most interesting, of course, is the budding romance between Amidala and Anakin, and not just because of its older woman/younger man dynamics. This is the first time movie gizmo master Lucas has attempted to direct an adult relationship, and the world is as anxious to see if he can pull that off as it is to learn whether he can re-orient the trajectory of his wayward sci-fi mythos.

``George really worked on finding a right balance between our ages. I am supposed to be older than Anakin and he is supposed to be someone that I can fall in love with and also seem younger than me. It's a delicate balance because Hayden and I are the same age,'' says Portman.

``Obviously, the fact that she's extremely attractive helps in the why-would-Anakin-ever-fall-in-love-with-her department. That question becomes moot,'' Lucas laughs.

Portman notes that despite their age difference in the story, the audience still had to believe the characters' feelings. ``Just by casting Hayden, you sort of get that out of the way; I don't think there will be a question in any young woman's mind why you wouldn't fall for him.''

`Partners in crime'

Not that she did (or would tell us if she had; Portman likes to keep her personal life out of the news). But the actress did enjoy working with the Canadian newcomer, whose only serious movie exposure was in last year's family drama ``Life as a House.''

``Hayden is really serious and devoted to his work,'' she says. ``And he's also a nice, really smart guy, so it was fun to work with him.''

Christensen is equally complimentary. ``Natalie was great. I think she's a fine actress and getting to play opposite her was a lot of fun,'' he says, adding, ``She's a very bright woman - and kissing her was fun as well.''

Portman says they ``got along well, hung out and trusted each other a lot, which is so important when you're doing something like this. You can tell each other what you really think of the other's performance - if you're asked first, obviously - which makes for good partners in crime.''

The criminality won't manifest until the next film. But Portman admits there was a trick to developing the relationship in this one, considering that the entire universe already knows it's doomed.

``You have to play the dark undertones pretty subtly,'' she says. ``Obviously, it's there, there are moments when you are scared for them and you see that they might know that something bad is coming. But you can't play it portentously, and you can't camp it up.''

That sure sounds like a ``Star Wars'' movie, all about the subtle nuances of behavior. Despite being an accomplished stage actress - she won raves for her New York performances in Chekhov's ``The Seagull'' (opposite such formidable co-stars as Meryl Streep, Kevin Kline and Philip Seymour Hoffman) and the title role of ``The Diary of Anne Frank'' - Portman acknowledges that the real challenge of this digitally shot production was play-acting at its most fundamentally juvenile.

Playing the blues

``There's even more blue-screen stuff in this'' than the last one, Portman reports. ``The majority of the film, we didn't even have sets, or just had bare basics of sets. It was pretty intense; even when we shot on location, a lot of the buildings and spaceships that we'd be walking in and out of would not be there. You were basically going on a blue ramp with nothing around you and interacting with characters that aren't there.

``That's really challenging for your imagination and puts you back in a pretty childlike state. It was wonderful, in a way; it's sort of the purest form of acting.''

It seems evident that nothing about the daunting ``Star Wars'' enterprise fazes Portman. Even last weekend's record-shattering, $114 million debut of ``Spider-Man'' - which ``Clones,'' as the next big summer franchise entry, is going to have to match or be perceived as some kind of loser - fills her with enthusiasm rather than trepidation.

``The 'Spider-Man' box office is awesome,'' Portman squeals. ``I don't think we're trying to top that. Obviously, these are summer blockbusters or whatever, but I think there's room for everyone in the market. I mean, I'm going to see 'Spider-Man,' I'm a huge fan of Tobey Maguire and Kirsten Dunst and I've heard it's great. Honestly, I couldn't care less who makes more money, and I don't think George cares very much, either.''

We'll see. But Portman's nonmercenary approach to show business seems to be working in her favor professionally. Just last week, she became the first client of Artists Management Group to land representation at the powerhouse Creative Artists Agency. CAA refused to work with clients of its former founder Michael Ovitz's AMG; and as soon as the one-time superagent sold out his interest in the management firm, CAA went straight for Portman.

Earthly pursuits

All of which is very good career news for an actress who, only a few years ago, was publicly contemplating chucking the glamor job for more cerebral pursuits.

``I really love acting and I know it's what I want to do right now,'' she says after three years of higher education. ``I think I'll probably do a lot of different things in my future and I certainly don't want to limit myself, but I also know that I love the creative process and it's something I want to continue doing.''

Learning, though, is just as rewarding.

``It's been incredible,'' she says of the Harvard experience. ``I really feel like I know so much more about myself now, and that I've also learned how to keep asking questions that will lead me closer to myself and to my understanding of the way things are and the way things should be, and how to reconcile those two.''

In the real world, though, some things seem impossible to reconcile. And for this Jerusalem-born daughter of an Israeli doctor, the Middle East's recent agony is deeply felt. Portman recently wrote a rebuttal to a pro-Palestinian student's comments in her school newspaper, the Harvard Crimson. Regardless of any partisan point that statement made, however, the actress expressed her concerns with characteristic, balanced thoughtfulness.

``I'm not trying to make myself into a spokesperson right now,'' she cautions. ``I don't feel like I know as much as I want to know about the region where I can make overarching statements. I just know that I love the country, I love the people and I know that all of them would want peace if it were possible. And I think there are a lot of Arabs who feel the same way.

``I just think it's a problem when people don't realize how much everyone is losing in the situation. It's not like one side's winning; everyone is losing because there's loss of life. I know that's a really easy way to look at it when you're far away, so I apologize for that. But just being almost 21, and knowing that all the people who are fighting over there are my age or younger, makes me just wish more than anything that they could be in school like I am. Or making movies or curing diseases or whatever they could be doing with their time and energy and brilliance - which the Palestinians and Israelis clearly have an abundance of - rather than putting them into these efforts that they've inherited from past generations.''

Bun there, done that

Twenty-five years later, they're still joking about those buns that Princess Leia (Carrie Fisher) wore in the original ``Star Wars'' movie.

Recently, Harrison Ford, who played Han Solo in the movie, and Fisher were reunited at a charity event, where Ford jokingly placed his hands on either side of Fisher's head, imitating the buns as photographers snapped pictures.

Now with ``Attack of the Clones,'' there is another fashion statement.

Though ``Clones'' goes light on the neck-cramping headdresses that Natalie Portman's character Amidala is forced to wear, the beautiful queen- turned-princess' hair does move in an alarming direction toward the intergalactic Danish pastry look.

``There are certainly references to it, but nothing that's outright the Princess Leia hairdo,'' Portman explains. ``You can sort of see that it's evolving from a similar civilization.''

(No secret: Amidala is Leia's mother.)

In February, Fisher had George Lucas as a guest on her ``Conversations From the Edge'' talk show and told the director, ``You tortured me with that hairstyle.''

Lucas defended it. ``That hairdo was designed to be noticed and it was.'' He then explained how Amidala's hairstyle would be modified into Leia's.

``I guess I'm concerned about how this will impact my image for the future,'' says Portman. ``But it's also cool to be identified by certain things, to have a certain influence, like with the red dots from the last one'' (``Episode I - The Phantom Menace'').

It's interesting to note that at the end of ``Clones,'' Portman gets to shed those ridiculously baroque royal robes and show off some skin, and you have to wonder what Lucas has in mind for the next episode.

Perhaps more skin in the Leia tradition.

Asked last year about her favorite Leia costume, Fisher smiled and said,``I guess I'd have to say I agree with the favorite of all the fans ... the gold bikini from 'Return of the Jedi.' ''

- Staff Reports

Take the dark path

Most people who plan to catch the first showings of ``Star Wars: Episode II - Attack of the Clones'' probably already know where to see the film. Many of them already are in line with their lawn chairs, sleeping bags, coolers and battery-powered light-sabers.

However, if you have nothing better to do late Wednesday night (like sleep?) and you want to get in on the craziness, here are the nearest theaters that will set the first reel rolling at midnight or 12:01 a.m. Thursday, the film's official opening day:

--AMC Theaters, Burbank

--AMC Theaters Promenade 16, Woodland Hills

--Grauman's Chinese and Mann's Chinese 6, Hollywood

--Mann Glendale Marketplace 4

--Mann 9 at Janns Marketplace, Thousand Oaks 

--Mann 9 Valley West, Tarzana

--Mann Plant 16, Van Nuys

--Mann Village and Bruin, Westwood

--Regal Cinemas Civic Center Plaza 16, Simi Valley 

--United Artists La Canada 8

Advance tickets are available at the theaters or through Moviefone, 777-3456 or www.moviefone.com.

- Valerie Kuklenski

CAPTION(S):

4 photos, 2 boxes

Photo:

(1 -- cover -- color) Will it go to her head?

natalie portman on what it means to be a student and a `Star Wars' queen

(2) Natalie Portman takes on multiple rolls as Padme Amidala in ``Star Wars: Episode II,'' the film that sets the stage for the birth of ...

(3) ... Princess Leia, as played by Carrie Fisher in the original ``Star Wars.''

(4) The bare midriff craze has galaxy-wide appeal.The bare midriff craze has galaxy-wide appeal.

Box:

(1) Bun there, done that (see text)

(2) take the DARK PATH (see text)