In Theaters

STARS WARS EPISODE II: ATTACK OF THE CLONES, directed by George Lucas, written by George Lucas and Jonathan Hales. 140 minutes. Rated PG.

At this point in his career, George Lucas could film the pages of a telephone book and, provided that “Wars, Star” was listed among the entries, audiences would turn out in droves to see it.

Such is the power of the legacy he created 25 years ago with the 1977 release of “Star Wars,” a groundbreaking Saturday afternoon serial that spawned a multibillion-dollar franchise with two sequels – 1980’s “The Empire Strikes Back” and 1983’s “Return of the Jedi” – and now, with the release of “Star Wars Episode II: Attack of the Clones,” two prequels, the first of which was 1999’s “The Phantom Menace.”

Considering its epic 140-minute running time, it only stands to reason that moments of “Clones” recall the greatness of the first “Star Wars” movie, and indeed some moments do. The final reel alone features the thrill of watching R2D2 skyrocket through the air on his own rocket boosters, a battle sequence with Yoda that’s among the best and most exhilarating of the series, and Christopher Lee, at age 79, soaring across the heavens on a speeder that looks like the futuristic equivalent of one mean Harley.

It’s those other 100 minutes that are the problem.

The film, from a script by Lucas and Jonathan Hales, is the first major Hollywood live-action release to be shot without the use of any film at all.

It’s completely digital, the work of computers crunching numbers, hard drives spooling gigabits and a gathering of actors frequently asked not to react to each other or, for that matter, to a physical world, but to the sterility of a green screen that, when paired with Lucas’ formidable computers, recreates all that’s not in the room with them.

Not surprisingly, the sterility shows, as it’s bound to when the interaction between actors is limited or, in some cases, even excised. The result? A fantastic-looking movie crammed with Academy Award-worthy special effects that never comes close to recapturing the soul, wit and passion of Episodes IV-VI.

Set 10 years after “The Phantom Menace,” “The Attack of the Clones” focuses on two stories: the determination of the mysterious Count Dooku (Lee) to create a separatist movement that will destroy the Republic and, in turn, all order in the galaxy, and on the budding love affair between 19-year-old Anakin Skywalker (Hayden Christensen) and Sen. Padme Amidala (Natalie Portman), whose claim to fame continues to be her outrageously complicated hair -and her wooden spirit.

Among fans of the series, the biggest debates “Clones” will inspire will likely come from this key relationship, which has all the passion of the scientific procedure that created Dolly the sheep, and whether Christensen has what it takes to become one of the greatest cinematic icons in movie history: Darth Vader.

To quote Yoda early in the film, “Impossible to see, the future is,” but what is clear as far as this movie goes is that Christensen plays Anakin as if he were a brooding, whining brat forever on the verge of a teary-eyed tantrum.

Maybe it’s just me, but the Darth Vader I’ve envisioned over the years never wore eyeliner and he sure as hell didn’t have a white-trash rat’s tail attached to a dishwater-blond mullet.

Complicating matters is the chemistry between Christensen and Portman – there isn’t any, not a shred, which makes one long for the days of the excitement generated by Han Solo and Princess Leia, who seemed to have it all – a great story, undeniable sex appeal, a corny yet fun sense of humor and dialogue that didn’t inspire mean fits of giggles from those in attendance.

“Attack of the Clones” isn’t a dud, but it’s far, far away from being the success it could have been had Lucas only put as much care into the development of his story and characters as he clearly put into his special effects; “Spider-Man” crawls all over it.

What “Clones” does have going for it are some beautifully realized battle sequences, the best of which come late in the film’s last 30 minutes, and a terrific production design by Gavin Bocquet that recalls elements of “Metropolis,” “Blade Runner” and “The Wizard of Oz.”

Ewan McGregor is passable as Obi-Wan Kenobi, but it’s Yoda, now a fully digital creation still voiced by Frank Oz, who steals the show, bridging the gap between where Lucas has been to where it seems that he wants to go: a completely digitized world with the heart and soul of the living.

If he’s to accomplish that in the series’ next film, due in 2005, Lucas might want to borrow a piece of technology from Sony: The computer chip used in their PlayStation 2 video game system is called an “Emotion Engine.”

Grade:C+

Christopher Smith’s reviews appear Mondays and Fridays in Style, occasionally on E! Entertainment’s “E! News Weekend,” Tuesdays on “NEWS CENTER at 5” and Thursdays on “NEWS CENTER at 5:30” on WLBZ-2 and WCSH-6. He can be reached at BDNFilm1@aol.com.%