By RUSSELL BAILLIE
(Herald rating: * * * * )
By George, he's finally got it. The second of the Star Wars prequels doesn't just make up for the grand disappointment of the last, The Phantom Menace, it makes us believers all over again.
If the last movie reminded you of how many years it's been since you were that wide-eyed kid seeing those first three movies for the first time, this rewards those cherished memories and builds on them.
It's simply terrific, a sometimes breathlessly exciting, constantly surprising, frequently funny, high-action adventure, which even manages a surprisingly affecting romance. That's despite - in George Lucas' words in these pages recently - these movies being designed "for 12-year-old boys".
Attack of the Clones gets over its bad name to celebrate and elaborate in fascinating detail on Lucas' ongoing space legend.
Yes, there are some sequences where you feel all that is missing is a joystick in the cinema seat, such are their video-game-styled thrills. But this tells you a very big, seemingly very tangled planet-hopping story with relative ease.
How good is it? Well, nothing's perfect - Lucas' command of dialogue hasn't got any better. Sometimes the special effects aren't quite seamless, but it must be said the high-definition digital video it's filmed on gives an eerie clarity to those galaxies, far far away.
The good news is that the bane of the last movie, Jar Jar Binks, thankfully doesn't spend much time on screen. Unfortunately, the veteran slapstick-comedy duo of C3PO and R2D2 become the main annoyance instead.
Just when things are getting exciting, there comes another android pratfall. Yes, they may be some of the only characters who, when it's all finished, appear in all six Star Wars films, but in this one they are just an unnecessary distraction. And since when could R2D2 fly anyway?
As for the flesh and blood characters, Ewan McGregor seems to be turning into Alec Guiness' Obi-Wan Kenobi before our eyes. As his apprentice Anakin Skywalker, Hayden Christensen gets over his natural prettiness (it's funny to think that Darth Vader once had lovely long eyelashes) to make a convincing show of being an interstellar Romeo to the Juliet of Natalie Portman's Amidala, as well as the rebellious young Jedi.
Portman is the smartest, sexiest thing in space since Jane Fonda's Barbarella and the final of her many costumes proves, unlike what Lucas famously told her predecessor Carrie Fisher before getting out the tape, that there are indeed nipples in space.
As for our guys Jay Laga'aia, Temuera Morrison and young Daniel Logan? Well, it's hard not to laugh initially at hearing those Kiwi accents, but they sure earn their action figures in their supporting roles.
The father and son bounty hunters Jango and Boba Fett - Morrison and Logan - make a great tough guy double-act in their few but vital scenes. And Tem's line: "I'm just a simple man trying to make his way in the universe" will surely echo throughout his career.
It's as if Lucas took all that money he made on the Phantom Menace and bought himself a better and better-looking movie.
One which steals from all over. The early scenes remind of Blade Runner and The Fifth Element; some of the later sequences act like digital tributes to the pioneering work of stop-motion creature genius Ray Harryhausen.
And there are nods to his own American Graffiti and THX-1138 in the look and feel of some of the hardware and design.
It briefly, worryingly, even looks like the Sound of Music in one scene.
But really what Lucas steals from most is the original Star Wars and its superior first sequel The Empire Strikes Back - from this one you can see the battle lines being drawn for those original films.
It's fascinating to make the connections - especially as the teenage Skywalker is slowly but surely transforming into the one-armed deep-breather in the black helmet - while being swept up in its sheer spectacle. And that includes a stunning swordfight involving one of the unlikeliest of characters - but we won't spoil it for you.
The Attack of the Clones is arguably the best Star Wars movie yet. It restores the magic and sets us up for the next one brilliantly.
At this rate the one after that should be an absolute classic. Oh, right, it was.
Ewan McGregor, Hayden Christensen, Natalie Portman, Samuel L. Jackson, Christopher Lee, Temuera Morrison, Jay Laga'aia, Daniel Logan
PG (medium-level violence)
Village, Hoyts, Berkeley cinemas from Thursday