Bigger, more dazzling and more complex than its predecessor, “Star Wars: Episode II — Attack of the Clones” is also darker than the much-maligned “Episode I.”

        That it echoes “Episode V: The Empire Strikes Back” is no accident. Creator George Lucas compares the films of his “Star Wars” series to movements in a symphony, or stanzas in an epic poem. His point is that, having long since finished the first trilogy, it only makes sense that his latest films naturally would pick up themes from the originals and expand on them, given the story's generational nature.

        He creates almost mirror-like plot points, which he sees as the equivalent of rhymes repeating themselves through a long series of verses.

        Thus, having vanquished the forces of evil together in “Episode I” (or so they thought), the film's heroes now must split up to tackle increasingly dangerous problems in “Episode II,” just as they did in “The Empire Strikes Back.”

        And this time, there is no happy ending.

        It's also hard to imagine a pleasant outcome in “Episode III” (scheduled for 2005). That, after all, is the segment in which Lucas finally reveals how Anakin Skywalker lost his soul to the dark side of the Force and turned into Darth Vader, thus bringing about the rise of the evil Empire.

        “Episode II” has more heft and stronger characterizations than “Episode I” (which was better than given credit for). Working with co-writer Jonathan Hales, Lucas co-wrote and directed this chapter, bringing renewed vitality to the telling of the intrigue-filled story.

        In “Episode II,” intergalactic unrest still plagues the Republic, 10 years after the end of “Episode I.” Despite the efforts of ambitious Chancellor Palpatine (Ian McDiarmid) and the galactic Senate, hundreds of star systems threaten to break away from the Republic, in a separatist movement led by a former Jedi, Count Dooku (Christopher Lee).

        If that happens, we are told, chaos would ensue; the potential conflicts would be more than the Jedi knights could handle. So Palpatine is pushing for a Senate vote to give him the power to create a massive army of the Republic to quell the separatists and keep the peace.

        One of the legislators who would vote for this army is Senator (formerly queen) Padme Amidala (Natalie Portman) of the planet Naboo. As she arrives on the planet Coruscant to vote, however, there is an attempt on her life. So Jedi master Obi-Wan Kenobi (Ewan McGregor) and his apprentice, Anakin Skywalker (Hayden Christensen), are assigned to protect her. When another assassination is foiled, Anakin is detailed to take Padme back to her planet while Obi-Wan tracks down the conspirators.

        Obi-Wan's investigation takes him first to the uncharted water planet Kamino (where he finds that, in fact, an entire clone army is already under production for the Republic) and then to Geonosis, a harsh, rocky world filled with bug-like creatures. There, he catches the first glimpse of the plotting by the formidable Count Dooku (and his unseen master).

        Anakin, meanwhile, is on Naboo with Amidala, where his considerable Jedi skills are offset by the kind of headstrong behavior one would expect from a 19-year-old. That includes a growing longing for Amidala (despite a Jedi prohibition against romantic attachments).

        Anakin also is plagued by nightmares about his mother, who he left behind on his home planet, Tatooine, in “Episode I.” Despite his orders to stay on Naboo with Amidala, he feels compelled to go to Tatooine and find his mother.

        What he finds there and how he reacts are the linchpins of this film's plot and a major turning point for the entire six-film tale. In demonstrating his inability to control his feelings — his willingness to give in to anger and hate — he charts the first steps of his transition to the dark side of the Force.

        Christensen embodies a teen's free-floating mood swings: from mature control to childish fits of pique, from considered action to a total loss of impulse control. With his limpid eyes and full lips, Christensen has heartthrob good looks but also the unpredictability of youth, as likely to be guided by his passions as his training.

        Ewan McGregor has taken on a certain gravitas as Obi-Wan, who has shifted from apprentice to teacher in this film. Yet there's a playful quality to his performance that almost seems subversive. By contrast, Natalie Portman's Amidala seems more stilted than before; it's hard to tell whether it's the writing for her character or her performance. Samuel L. Jackson, on the other hand, gets to level that piercing stare as a Jedi master and wield a light-saber. And Christopher Lee is perfect as Count Dooku, a Jedi counterpart to the wizard he plays in “The Lord of the Rings.”

        While some may quibble with the dialogue (“You will learn your place, young one,” Obi-Wan says more than once), Lucas has always said that his intention was to write the equivalent of a Saturday matinee serial. If you watch any of that bygone form today, you'll be surprised how stiff and corny the dialogue, plotting and acting of those films were.

        By contrast, “Episode II” is packed with sequences that push the envelope of action and suspense, with a coherence lacking in such pretenders as “The Mummy” and “The Scorpion King.” Lucas sets a thrilling airborne chase sequence in the skies of the overdeveloped planet of Coruscant, a world of cities so built up that air traffic is thick among the mile-high skyscrapers. There's also a nail-biting sequence involving Anakin and Padme, who are trapped on a hellishly life-threatening assembly line for droids. And, thanks to the miracle of computer-generated imagery, we even get to see Yoda show off his dueling skills.

        The film also has a glorious visual sense. Lucas and his army of digital wizards fill the screen with enough remarkable imagery to populate several films. And that's not even mentioning the more obvious special effects; there's so much to look at in any given shot that you almost forget about the story.

        It's the details that amaze: the stunning creation of five varied planets, complete with their own environments and inhabitants. Lucas and his crew make the art of the impossible look simple. When alien creatures charge across the screen, you're too busy watching what will happen next to contemplate the fact that almost everything on the screen has been generated by computers, up to and including the backgrounds.

        In that sense, this — like all the “Star Wars” films — is a visionary endeavor by one of the master fantasists of our time. Writer Peter Biskind slighted Lucas in his book “Easy Riders, Raging Bulls,” pinning the rise of the effects-driven blockbuster over more personal films of the 1970s squarely on “Star Wars.” But that seems both nearsighted and unfair — and minimizes the imagination that has gone into these films.

        The first major feature shot entirely digitally without film, “Episode II” occasionally shows its video roots. Particularly in sunlit scenes, the unnaturalness of video comes through, losing the warm, softening qualities that celluloid lends to the imagery.

        That's nitpicking, however, with a film as involving as this. It's hard to imagine fans not being thrilled by what Lucas has wrought in “Star Wars: Episode II — Attack of the Clones,” which leaves you begging for more. You'll just have to wait until 2005 for “Episode III.”

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