Attack of the Clones picks up several years after Star Wars: Episode I—The Phantom Menace left off. Anakin Skywalker is well advanced in his training as a Jedi Knight. The Republic is threatened from within, and it's up to the Jedi to investigate the situation and put things right. Needless to say, things don't go well at all. The plot thickens as Obi-Wan Kenobi uncovers a secret Republic clone army, Anakin becomes increasingly angry while at the same time falling in love with former Queen, now Senator, Amidala, Jar Jar Binks is reduced to a bit player (hooray!), and R2-D2 and C-P3O provide, as ever, their best Laurel and Hardy impersonations. If you've read this far, you're enough of a fan to know the details. If you're not, you don't need me to give them away.

This second installment in the saga is not compelling drama. For many fans, the first two films in the new Star Wars trilogy have been dramatic disappointments. Phantom Menace at least had the virtue of being the first new episode in 16 years. While Clones lacks that advantage, it's an improvement over Menace.

But not by much. Everything is in place for a terrific film, but it's almost undone by a love story that's overlong, unconvincing, and hamstrung by clunky dialogue. When I saw the film in New York, the audience couldn't contain its laughter. Los Angeles audiences were more polite.

Despite the film's dramatic weaknesses, I saw Clones three times on the big screen to check out various aspects of its all-digital photography and its DLP theatrical presentation. I was never bored. In fact, I found Anakin's painful protestations of agonizing love less agonizing the second and third times around, probably because I knew they were coming and could just roll with them—or concentrate on the next handful of popcorn.

The eye- and ear-candy of Clones deserves most of the credit for making the movie enjoyable on a visceral level. Watching it again on DVD, and informed of the production details by the myriad extras, I was struck by the fact that this film is the polar opposite of a live-action movie with a few animated characters: it's an animated movie with a few live-action characters. Most of the backgrounds and sets are computer-generated, as are many of the characters. Yoda, in particular, has made the leap from puppet to fully animated player in spectacular fashion. He gives what is easily the best performance in the film, and the credit must go to the animators who captured the Yoda we all know, and Frank Oz, whose voiced characterizations make him real.

No film stock was used at all in the making of Clones. Not only were the effects created digitally, but the live action was shot digitally as well. High-definition digital cameras were specially designed and built by Sony to operate at 24 frames per second, the same frame-rate as film. These cameras were reportedly operated at slightly less than full HD resolution, at least as employed here, but as seen on this DVD few shots suffer for it—at least not on any domestic-sized display, including separate projector/ screen combinations. The DVD transfer, made directly from the digital files with no intervening film step, is spectacularly good—crisp, richly colored, and grain-free. Gone is the excess edge enhancement that marred the DVD of Menace. Apart from some muddiness in a very few dark scenes, I found nothing to complain about. The look is a little different from what you'll see in the best film transfers, but no less effective in its own way. The DVD is available in separate widescreen and pan&scan versions; this review applies to the widescreen—the only one I can recommend.

The sound is outstanding. The bass is full and deep, the surrounds as active as you might wish for, the dialogue clean and naturally mixed. John Williams' score, captured by his regular engineer, Shawn Murphy, is one of the best film soundtrack recordings of the year. Film-music buffs have complained that this outstanding score has been chopped up badly to fit the action; they could be right, but I have no complaints about how it sounds in the film.

There are too many extras to do more than simply list them here. A commentary track by Lucas, producer Rick McCallum, sound designer Ben Burtt, animation director Rob Coleman, and ILM effects supervisors Pablo Helman, John Knoll, and Ben Snow fills out disc 1. Disc 2 includes eight deleted scenes and several documentaries, including From Puppets to Pixels, which details the creation of the new, digital Yoda. Want more? There are featurettes on the making of the film, a 12-part Web documentary series, teasers, trailers, and TV spots, a music video, a visual effects montage, outtakes (hidden in an Easter egg), and a hilarious mocumentary, "R2-D2: Beneath the Dome."

My favorite Star Wars film remains The Empire Strikes Back—it's the only one of the five to deliver a real emotional punch. Episode II—Attack of the Clones may not be a great movie, but no one can deny that it's a great technical achievement, and a great effort from all involved. That goes for this DVD package as well.