With less hype comes less disappointment. Without the 16 years of anticipation, which preceded The Phantom Menace, George Lucas delivers the second episode of his saga - Attack of the Clones.

The script is better than the last, but not much. Quotes for quote sake and soppy dialogue do not help the film at all, but remind you too often of the previous episode, distracting from a better story idea and the love aspect that we have looked forward to so much. Instead, the latter comes across as a cream cracker relishing its cheese.

Co-writer Jonathan Hales's input has helped, but not as much as it should. The relationship between the star-crossed lovers is more of a creepy obsession, which is great in a way, showing the love of the characters develop along with their flaws. Unfortunately it falls flat, with Natalie Portman and Hayden Christensen stumbling over dreadful lines. There is chemistry, but it isn't believable with the dialogue and Lucas's direction.

Glimpses of darkness within Anakin are shown and every so often work well. Other times, he comes across as someone who'd be better off expressing his angst in Dawson's Creek. However, there are the odd scenes which make you smile, particularly Anakin's ego being pumped by Chancellor Palpatine, the costume designs perfectly resembling both The Emperor's and Vader's. Their silhouettes and postures are subtly the same, creating a feel of unease.

Christensen is believable as a young Darth Vader and even reflects the whiny Luke from Episode IV. Ewan McGregor owns the role of Obi-Wan now and we can see him becoming the man we know from the classic trilogy. Character and plot connections are a rewarding theme in this episode, tying up loose ends from Episode I and bringing in elements from the original trilogy that can't help but make you smile. Listen for Qui-Gon shouting out to Anakin.

Christopher Lee's presence is felt, as always, bringing a grace to his role. Ian McDiarmid is superb as Palpatine, his subtle expressions and manipulation of the Republic are truly appreciated. Samuel L Jackson still looks out of place, even though he has been handed more action this time. Jar-Jar Binks is diluted to 10 minutes, his comedy aspect being replaced by the welcome return of our favourite camp droid. The character of Jango Fett is interesting and helps to not just develop Boba Fett's character, but also form the basis of one of the most important movements within the birth of the Empire.

Yoda is the star of the film. Not only has ILM mastered the puppetry movements of the original we loved so much from the final episodes, but they have also taken advantage of this and given the character an extra dimension. What we see Yoda accomplish is moving and serious and, at the same time, amusing, which is exactly right, as we are reminded both of the mischievous Yoda and the powerful Yoda. I was laughing out loud at the end scene, which I felt was a fitting reaction to the best character in Star Wars.

The design of Episode II is flawless. The coming of the Empire and the falling apart of the Republic is developed and connected within the film, bridging the gap perfectly. The feel of The Phantom Menace is intentionally destroyed at the beginning, writing out the last of the decorative nouveau-inspired designs and giving rise to the cold boiler-plate and wedge shape designs we are used to from the original trilogy. The Empire is slowly beginning to show its face.

Lucas's rusty direction was a major flaw in Episode I. Here the action scenes stand out a mile but, with most of these being CGI, I think ILM deserves the credit. Therefore, we are still shown Lucas's weakness as a director, but strengths as a revolutionary filmmaker, pushing the barrier up a notch with the introduction of digital cameras and improved CGI, the most interesting moments being the hand held shots during the end battle, as if Lucas is giving a nod to Private Ryan. I also liked the small touches, such as the homage to American Graffiti.

Visual feasts of dizzying chase sequences and the first actual Star War help to support the story, as long as you are not distracted by the awful dialogue. The final duel is entertaining, but let down by bad lighting, making it hard to see what is going on. Yes, we know this is meant to be a darker film, George, but, at least, light it properly.

The most disappointing aspect is John Williams's soundtrack. It is the weakest so far. There is the odd reminder of character themes from the original trilogy, but these haven't even been deconstructed, or predated, like in the previous episode which I felt was very clever - the Imperial March toned down and becoming Anakin's Theme. You can clearly see Williams's lack of time and effort. The love theme is the only tune that seems original.

The plot is still too complicated, bogged down again in politics, one of the major flaws of the prequels so far. The original trilogy was a simple story of good and evil, less being clearly more. Lucas's rehash of ideas is still abundant, mirroring The Empire Strikes Back in almost every detail. In his eyes, this would be called poetic reference. Personally, I think he ran out of steam at the end of Episode V. But, if you follow the mythic formula, this cannot be helped.

Attack Of The Clones is well paced and visually exciting, let down by a badly written love story.

Lucas has listened to his fans, but not enough.