A giddy light-saber duel near the end of "Star Wars Episode II: Attack of the Clones," full of glowers, pacing, feints, fakeouts and deliriously impossible action, bears an important lesson: George Lucas doesn't have to make a silent movie, but if he had made a mute one, minus an introductory hour of tedious, even superfluous self-mythologizing, the action sequences in this damn thing would sing.

If I never heard about "disgruntled spice miners on the moons of Naboo" again, I'd be content. Want more cack-handed verbiage? "I think he's a she, and a changeling." Can you supply a more inadequate follow-up than this: "In that case, be extra careful." If you had $140 million on your hands, could you pay someone to come up with worse lines than "Attack those Federation starships! Quickly!" or "I'm sending my warrior to hide in the catacombs"? And I wanted to be thrilled by this one: "I'm just a simple man trying to make my way in the universe." It's a sweet, weary line, reduced to basics, and requires only an actor to invest himself, and a director not to fuck it up. Oops! Simplicity does not have to be lame. If only the dialogue were as elegant as some of the computer-generated interior design, with many nice interiors as sweetly confected as a Marin County ranch with a near-unlimited design budget.

Acting? It's little more than roll call once you get past Christopher Lee and Ewan McGregor. (Sam Jackson? "Present!") Do we have to run through the plot here? Was there even one? Anakin Skywalker (lame, lame, lame Hayden Christensen) must woo Senator Padme Amidala (Natalie Portman) in order to father the first series of films, and must turn to the Dark Side. While Christensen can't even muster a decent naif act, Portman is humorless, her genuine beauty coarsened into a mix of rectitude and petulance. She looks like she could eat the callow boy alive. Lucas reportedly claimed this installment was his "Gone With the Wind." Har-dly. Anakin is always telling, announcing how much he loves her. Some seduction. Affirmations aren't affection, and the flirtation hardly exists. (Except in her constant patronizing: "Annie, you'll always be that little boy I knew on Tatooine.") It's a problem consistent with Lucas' deadly failing as a writer: everything's proclaimed, nothing is dramatized aside from physical conflict. Instead of memorable story or dialogue, he wants to give us the begets, and the begets begotten. We're left to marvel at elemental motivations, such as how many young women with any sort of power are going to be won over by discourses on desire instead of simple fire? Mostly, you expect Christensen to tremble like a branch in the wind, particularly once you've see Portman's belly-baring and braless nipple-enhancing battle ensembles.

Once the yap is reduced to a minimum, and the action kicks in, the film has genuine kinetic verve, even if the pixels beat people. There's a raft of visceral post-Hong Kong action setpieces, and "Attack of the Clones" becomes the ass-kicking, girl-kissing, tribe-slaughtering, oft-thrilling shiny piece of fun it ought to be--it even approaches lyrical abstraction in certain shots and montages.

Thrills? Early on, we see many, many cityscapes, like overpopulated aquariums, teeming with impossible ranks and rows of airships, more like retrofuturist-apocryphalist Bruce McCall than Buck Rogers. Shiny reflections off the metal skins of vehicles impress, and there several scenes in glorious fog of Babel-high spires poking above the condensation. (For the darker of heart, the incessant traffic suggests that there are many pillars awaiting collision, fire, death, collapse.) There is glory in a chase scene of nothing but speeding and falling, for miles and miles within traffic, amid a post-"Blade Runner" congestion of neon and architecture. Dream this, the scene says and you grin happily and the chills and spills of peril. When the characters land, however, they're essentially on the Third Street Promenade in Santa Monica, a place filled with sports bars and product placement (at least in a language we can't read).

Two instants of perfection, where the shorthand seems informed by life: saved during the gladiatorial scene, Portman delivers a tender little smooch to the back of Christensen's neck as she lands beside him; and a portentous shot where a child regards his fallen father's helmet, a young gravedigger whose future in the saga suggests cleanly that cruelty eddies in other characters across the generations.

If someone were to see this film with no knowledge of the "saga"'s crackpot, magpie mythology, it would be gibberish. So much power, knowing more than a billion dollars in cash will turn once this film's out of the gate, and such cynicism: it doesn't have to be great, only better than the woeful prior installment. About forty minutes of the film made me happy as can be--I laughed, teared up a couple of times, was pleased to look over at the friend I saw it with and see her grinning, too--but the other hour?

It makes you long for the apocalypse.

"Star Wars Episode II: Attack of the Clones" opened Friday on the int--, uh, opens May 16, only in theaters.

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