Watching Star Wars: Episode II -- Attack of the Clones, it's easy to imagine George Lucas standing in the middle of a giant arena on his planet-size Skywalker Ranch and bellowing like the gladiator Maximus, challenging a restless crowd, Are you not entertained? When ''Star Wars: Episode I -- The Phantom Menace'' came out three years ago, the crowd made clear that even while millions were shelled out in ticket money, it wasn't nearly entertained enough considering the forces of myth and marketing propelling ticket sales. And so Lucas, the Jedi Knight of Marin County, retreated, and meditated, and emerged renouncing the dark side of the summer-blockbuster Force, with its groaner dialogue, camp characters, showy but undifferentiated special effects, and gimcrack product tie-ins.
And yet here we are again: not entertained, not nearly enough, by an installment of the ''Star Wars'' epic that, for the first time, exhibits symptoms of...nerves. And a chill, conservative grimness of purpose, rather than an excited thrill at the possibilities of cinematic storytelling.
''The Phantom Menace'' was an off-key story of trade wars, with distracting appearances by a kid actor as little Anakin Skywalker and a computer-drawn horror as Jar Jar Binks, but at least Lucas dared to try something new, even weird: Binks bombed, but we hadn't seen his ilk before, a ''Star Wars'' mutant annoying enough to draw hate mail. ''Attack of the Clones'' is ''better'' than ''The Phantom Menace'' -- i.e., less jar-jarring and more securely fitted to the overall scheme and heroic scale of the projected six-part saga -- yet it's clammy with sweat stains of effort. In ''Episode II,'' a decade has passed and Anakin (Hayden Christensen) is now an impetuous Jedi-in-training chafing under the tutelage of Obi-Wan Kenobi (Ewan McGregor); Queen Padmé Amidala (Natalie Portman) has become a senator, through with the Kabuki-lip look but still a style-setter with a penchant for pagodalike headgear; and the two comely young people, reunited, give in to a swoony romance, complete with pouts and splendor-in-the-grass storms of teen emotion.
Current events intrude: Separatist rebels led by a rogue Jedi attempt to assassinate Padmé, and Obi-Wan and Anakin are sent to her aid, during which Obi-Wan uncovers a plot to overthrow the Republic and learns of the formation of a massive army of clone soldiers. But the heart of ''Attack of the Clones'' beats in the gathering moral darkness that will one day turn Anakin Skywalker into Darth Vader, hero-become-villain in a universe riven by competing urges of good and evil. This is a slow, crucial turning point in the grand design, and during lulls in the narrative (or during the few times Jar Jar Binks makes an appearance, obnoxiously jive-talking still, while the audience hisses), we who have seen the future can advance the action ourselves by contemplating the fates of Vader's son Luke and Luke's sister Leia and Vader's hideous head with his helmet off.
When Obi-Wan says to Anakin, ''Why do I think you're going to be the death of me?'' we're desperately grateful for the laugh, because there are precious few laughs in ''Clones,'' not intended ones, anyhow. The dialogue, by Lucas and Jonathan Hales, while not as Wookiee-footed as in ''The Phantom Menace,'' is still of the ''patience, my young friend'' variety, with occasional position-paper statements thrown in (''The day we stop believing democracy will work is the day we lose it''). Which would be fine -- there's a traditional place for declamatory language in a cinema epic -- if the acting style doesn't glumly follow suit. Christensen keeps Anakin in a funk; Portman is preoccupied with ensuring that Padmé's hairdos don't tumble. Only McGregor manages to smuggle in a little zip between Jedi business. And little, wrinkled, hairy, backward-talking Yoda has one nice moment when he drops his fortune-cookie ways and throws down some serious Force.
Zip and butt-kicking. That's what's missing now in this venerable 25-year-old franchise. The sophistication of special effects has rocketed since ''Star Wars'' opened in 1977, and the showpiece chases and futuristic aliens of this fifth production are as ornate and state-of-the-art as any tech-head could want. But all the lightsaber showdowns in the universe and all the space races wherein one zooming vehicle shoots at another can't supply the pizzazz of one gripe from Han Solo or the magnificent terror of one James Earl Jonesian rumble from Darth Vader.
And so instead Lucas turns to iterations of zip past -- including an extended ''Gladiator''ial smackdown during which Anakin, Padmé, and Obi-Wan, chained up in a huge coliseum, fend off an onslaught of ferocious attackers while a digitally drawn mob of onlookers cheers for blood. (Christopher Lee, bad ''Lord of the Rings'' wizard, presides as bad Count Dooku, fallen Jedi.) The scene is big, busy, inventive in the way of actors jumping around in front of a blue screen pretending to slay mechanical monsters created on a computer, and we are attentive. But entertained? Ah, that sensation is as faint as light from a galaxy far, far away.