To head into the theatre at midnight for the premiere of Star Wars:Episode II, drowned in spoilers and practically knowing everything that would happen in the movie, and to still get absolutely blown away spells a completely remarkable movie. I will not hesitate to pronounce this fifth Star Wars film George Lucas' greatest masterpiece in the near-complete cinematic saga.

In Attack of the Clones, Lucas takes his galaxy and his characters to a whole new dimension, fully utilizing his palette of digital technology to create a deep, realistic world that ensnares and awes those who behold it. The sounds effects make the walls of the theatre tremble in their clarity, cgi aliens appear so fluid and realistic that it would not be hard to believe they actually exist in our world, and the cityscapes, landscapes, and spaceships are so vibrant in detail and color that you know a master hand is behind this epic tapestry.

The connections between Episode II and the original trilogy are plentiful if sometimes subtle, and this subtlety is only part of the magic. Take, for example, Anakin's ventilation of fear and anger when he recounts his butchery of the Tuskens to Padme, roaring "They're animals... and I hate them!"... and this attitude he will harbor toward all aliens in the future and this stance will be adopted by the Empire. Then there are the more obvious connections, such as how the Lars family came onto the scene, and additionally the humorous connections, such as Obi-wan's quotable to Anakin: "You will be the death of me". Then there are the surprises that you knew would have to be revealed somewhere, such as Anakin's loss of his arm, and more complete surprise connections such as the fact that the Geonosians were the designers of the Death Star long before the events in A New Hope took place.

Attack of the Clones is a dark movie heavy with mystery and shadow, as Senator Palpatine weaves his plot to gain supreme control of the galaxy, and more in the forefront, Anakin's journey into the Dark Side. Count Dooku is a mysterious Jedi in exile, appearing to be forming a Rebellion against the Republic. But just like Senator Binks, Dooku is just a pawn in Darth Sidious' hands.

Then there is the theme of love, as Anakin and Padme re-unite and fall in love, despite Padme's initial resistance to Anakin.

The battles in Episode II scream "epic", as we behold scores of Jedi surrounded by hundreds of battle droids, and as innumerable clonetroopers assault columns of battle droids while walkers and assault craft exchange fire overhead in a deadly game. The battles, both those with lightsaber, those between the Federation and Republic armies, and those between Jango Fett and Obi-wan are remarkable, and far beyond anything seen in the original trilogy.

The acting was fair, though some performances seemed un-inspired, such as Captain Typho's, and there were times when Christopher Lee and Samuel L. Jackson looked awkward weilding their lightsabers. But Natalie Portman seems to have grown up remarkable from Episode One into a mature character very headstrong and sure of herself, and Hayden Christensen's acting is far beyond Jake Lloyd's. While acting was fair, the actors did not have a whole lot of dialogue to work with, but what was provided was sufficient, and contributed to the mysterious, desperate, anxious mood of the story.

Aside from the digital effects, battles, and acting, John Williams' score was magnificent. Well-tailored to the various events in the movie, the music fit in seamlessly without dominating the scenes and drawing attention from the visuals.

There are some minor things to nit-pick about. Some scenes seemed overdone in the beginning of the movie, such as Jedi falling from the skies of Coruscant, and Obi-wan said "I hate it when he does that" one too many times. As others have pointed out, some sound effects do indeed seem recycled. Zam Wessel's holdout blaster sounded like a TIE Fighter's lasers from Episode IV, and Obi-Wan's Jedi Starfighter at one time sounded exactly like a podracer. The romantic scenes on Naboo may have seemed somewhat cheesy, but that is only to be expected in a private romance between two young people, one of whom is playing hard to get, and one of whom is overwhelmed with seeing the woman he always dreamed about after a ten year separation.

The most remarkable characters were Yoda, Mace Windu, Obi-wan Kenobi, Jango Fett, and See-Threepio. Yoda was unmistakably the master in this movie, not only in his now-famous fight with Dooku, but also in his various counsels to the other Jedi. We were finally able to see Mace Windu unleashed, surely a fearsome foe. Obi-wan Kenobi trasitioned very well from padawan to master, and his character was refreshingly relaxed, smooth, and witty. Jango Fett was pure cunning and self-motivated, as a top bounty hunter should be. See-Threepio was hilarious. Bad puns from Threepio are never bad puns, but hilarious.

One oddity about watching these Prequels is the fact that the pre-Empire galaxy seemed so much more exciting and technologically advanced than the Rebellion-era galaxy. But this can only be expected due to the fact that the Prequels are being produced twenty-five years after the originals, when a vast array of digital effects are available, and the galaxy has had more time to take shape in Lucas' and the fans' minds.

Do not let the negative reviews of Episode II fool you. Do not be discouraged, or harbor negative feelings toward the film before you see it. To do so, to take the negative critics' word for it, would be a serious error. Such is the fate of the Jedi Council, to be blind to what is really going on, ending up as the puppets of those with evil agendas. To be lured away by the proud tongues of the critics leads to error and danger, and these are not far from the Dark Side. See the movie, and allow your own opinion to grow as a result of what you see, and see if you can resist the awe-inspiring magic of Attack of the Clones.