DARTH BE NOT PROUD.

Byline: Glenn Whipp Film Critic

`I HAVE A VERY bad feeling about this.''

You can't help but think back to the line by Luke Skywalker in the first ``Star Wars'' movie as the first 90 minutes of the new episode, ``Attack of the Clones,'' uncertainly unfolds. Yes, George Lucas did a great job in lowering our expectations for his new movie after the infantile debacle that was ``The Phantom Menace.'' But it remains something of a cosmic letdown to watch this new film and realize that Lucas still doesn't know how to write dialogue or direct flesh-and-blood actors and, even more significantly, has largely forgotten how to evoke wonder and have a little fun.

So by the time the movie is almost over and Anakin Skywalker, now 10 years older and played as a sullen adolescent bore by Hayden Christensen, reprises that famous line, you, too, have a bad feeling about this. You've been waiting the whole movie for something - anything - to happen. And then a small miracle occurs: Lucas lightens up and gives the fans what they came to see, including a crowd-pleasing, deftly executed fight scene (I'll spare you the particulars - the fun is in the surprise) that is as good as it gets from a ``Star Wars'' movie.

But instead of sending you out to the lobby on a cinematic high, the flourish of the finale only underscores that Lucas has missed an opportunity to right his sinking franchise. This isn't a case of a filmmaker giving his audience what it needs instead of what it wants. It's again obvious that Lucas has become so focused on creating the technology to make his digital worlds a reality that he has cut himself off from the simple pleasures of moviemaking. And, by and large, the effects have turned his work into a bloodless bore.

The miscalculations begin with the grim determination in which Lucas and co-writer Jonathan Hales (wasn't this guy supposed to help?) set forth the thick and generally uninspired exposition. ``Phantom Menace'' fatally centered on trade wars and bureaucratic maneuverings (for, I suppose, those who were waiting for NAFTA: The Movie). Here, there's confusing talk of unhappy miners and trade guilds, of rumblings in the republic and federation and - absolutely nothing with which the audience can connect.

The human element is supposed to come from watching young Anakin lose his way and turn into Darth Vader. When Natalie Portman's Senator Padme (she's no longer a queen - Naboo apparently has term limits for its royalty) is almost assassinated, Anakin is assigned to protect her while Obi-Wan (Ewan McGregor, lending a note of dignity) goes after those behind the plot.

The ensuing, self-conscious romance that develops between Anakin and Padme, these two awkward, frightened kids, has already drawn comparisons to ``Dawson's Creek,'' but the analogy is unfair. You'd never catch those verbose youngsters on TV uttering lines as embarrassing as when Portman woodenly emotes: ``I'm not afraid to die. I've been dying a little bit every day since you came into my life.''

We feel her pain - but not in the way intended. A collective wince is also still in order whenever digital disaster Jar Jar Binks (now a senator) makes one of his brief appearances, opens his mouth and spills forth his jive talk. His Senate acceptance speech: ``Meesa meesa accept this with muy muy humility.'' (Maybe by the third movie, an assassination plot can be hatched targeting Sen. Binks.)

All the while, ``Clones'' showcases Industrial Light & Magic's fantastically realized worlds, which always give you something extravagant to watch while the story grinds along. That doesn't make their creation any less dully pointless, save for the rare exception - a nifty space chase scene early on that shames ``Spider-Man'' in the way it thrillingly creates the illusion of movement and flight. ILM continues to show that magic is possible while Lucas the storyteller does his best to pour salt on the pixie dust.

That Lucas is more at home with machines than man can be seen in the amount of screen time R2-D2 (still his most expressive character) and C-3PO have at the expense of Samuel L. Jackson. Logically, if you cast Shaft as a Jedi Knight, you'd best well-use his powerful screen presence. But Lucas keeps him cloistered as a talking head until Sam the Man shows up in the final battle scene and announces (with a flair missing since the days of Han Solo): ``The party's over.''

Unfortunately, truer words have never been spoken. Will the last true believer please turn out the light-saber on the way out of the theater?

Did you know?

Here are some things to keep in mind when watching ``Star Wars: Episode II - Attack of the Clones'':

--George Lucas turned 58 on Tuesday.

--Lucas started the pioneer computer-animation studio Pixar, which is responsible for ``Toy Story'' and ``Monsters, Inc.,'' but sold it to Steve Jobs in 1985.

--The 1977 ``Star Wars'' began the franchise film even if there was a ``Jaws 2'' in 1978. Returning sharks aren't as interesting main characters as people.

--Ryan Phillippe and Colin Hanks are said to have auditioned for the part of Anakin.

--The Clone Wars were mentioned by Obi-Wan (Alec Guinness) in ``Star Wars'' as a war he and Anakin fought in together.

--So far, five actors have portrayed Anakin Skywalker/Darth Vader: Jake Lloyd played a young Anakin in ``Phantom Menace,'' Hayden Christensen plays an older Anakin in ``Attack of the Clones,'' David Prowse wore the Darth Vader suit in ``A New Hope'' through ``Return of the Jedi'' (``Episodes IV-VI''), James Earl Jones provided the voice for Darth Vader in those same three films, and Sebastian Shaw was the ghostly Anakin Skywalker at the end of ``Return of the Jedi.''

Also, here are a few things to look for in the new film:

--About those Millennium Falcons - the three forerunners of Han Solo's ship appear during the sequence when Anakin Skywalker (Hayden Christensen) and Padme Amidala (Natalie Portman) go to Naboo. Keep your eyes to the left of the screen.

--From field to far afield - there are large, bulbous computer-generated creatures called shaaks (sort of a cross between a cow and a big tick) living on the grassy knolls of Naboo that show up in other places. As a joke, special-effects staffers turned one of them into an asteroid floating among myriad dangerous space rocks. Another is hidden among fighting machines during the film's climactic battle and set on fire.

--The next voice you hear - yes, that is Liam Neeson's deceased Jedi Qui- Gon Jinn you hear speaking from beyond during a light-saber battle. George Lucas advises Qui-Gon's words reveal a plot point for the coming ``Episode III.''

STAR WARS: EPISODE II - ATTACK OF THE CLONES - Two and one half stars

(Rated PG: sci-fi action violence)

Starring: Ewan McGregor, Natalie Portman, Hayden Christensen, Christopher Lee, Samuel L. Jackson, Frank Oz.

Director: George Lucas.

Running time: 2 hr. 20 min.

Playing: Wide release.

CAPTION(S):

photo, 2 boxes

Photo:

SABER THE MOMENT

`Star Wars: Episode II - Attack of the Clones' hits theaters today

Box:

(1) Did you know? (see text)

(2) ActionMETER

Times are approximate. Your opinion may vary. Graphic by Rob Lowman and Reuben Stern/Staff.