The Star Wars phenomenon is not a marketing concept in search of an audience.

George Lucas' initial impulse came from the heart —a quality rare in most big-budget filmmaking today.

The writer-director wanted to recreate the excitement he felt when watching the low-budget, Saturday-matinee sci-fi serials of his youth. He ended up reinventing our notions of heroism at a time (the late 1970s) when American culture seemed to be wallowing in negativity and deconstruction, a mood partly attributable to the Vietnam War and the Watergate scandals.

The first three films of the cycle are swashbuckling sci-fi fairy tales that result from a union of seemingly opposite virtues. They pushed the hitech special effects of their era to dazzling new heights while at the same time undergirding the action with a transcendent moral code in which good and evil are clearly defined.

The faithful should be alerted to the fact that the cosmology isn't Christian. Lucas, a student of Jungian mytholo-gist Joseph Campbell, forges a synthesis of the world's major religions. Buddhism and Hinduism seem to hold special sway. Nevertheless, the value system that results isn't relativistic. In current movie terms, it's closer to The Lord of the Rings than Harry Potter.

Lucas' influence on contemporary popular culture is profound. The unexpected success of the first Star Wars movie launched the present-day “franchise” strategy of event movies that all Hollywood studios now follow, and many of the past two decades' blockbuster films flaunt fantasy heroes and special effects also inspired by Lucas, including many of the 3-D animation hits.

Star Wars: Episode II —Attack of the Clones is the second of the prequels to the original trilogy. Clones does not hit the dramatic heights the first three films achieved, for, although Lucas' initial vision is in evidence throughout, it seems to have been drained of its passion. Lucas and co-writer Jonathan Hales introduce a host of new and important themes that most big-budget Hollywood product would-n't dare tackle, but the dramatic action plays as if executed mechanically by the numbers.

The story is crammed with thrilling action sequences: asteroid-dodging space chases; well choreographed, massive battles; lethal gladiator-like contests; and, of course, exciting light-saber duels. Sadly, most of the character scenes in between are leaden and flat, functioning merely as setups or pauses before the next big set-piece. Even the less ambitious, marketing-driven Spider-Man seems more energetic and alive.

Lucas wants to explore two parallel themes: how a democratic republic can degenerate into a repressive empire and what makes a hero turn bad. The story unfolds accordingly. A decade has passed since the action presented in the last Star Wars film, Episode I —The Phantom Menace. Anakin Skywalker (Hayden Christ-ennsen) is now a Jedi knight-in-training under the supervision of Obi-Wan Kenobi (Ewan McGregor). Queen Padmõ Amidala (Natalie Portman) has become a senator who travels to the Republic's capital city-planet, Coru-scant, to lead the opposition to the creation of a clone army to defeat separatist rebels.

The president, Palpatine (Ian McDiarmid) assigns the two Jedi to be Amidala's bodyguards after an attack on her life. They save her from some poisonous caterpillars, followed by a dangerous chase through space traffic 2,000 feet above the city.

During these adventures, Anakin continually disobeys Obi's instructions to achieve his goals. We learn that this is more than youthful ingenuity being reigned in by elders. The young Jedi violates one of his order's crucial tenets and falls in love with the beautiful woman he's protecting.

Most Hollywood movies celebrate this kind of maverick hero and would make us root for Anakin's romance to succeed. But Lucas realizes that his protagonist is a member of a religious order and thus on a spiritual journey under the guidance of others with greater understanding. This means that Anakin must learn to sacrifice some of his personal urges for a higher good. (The movie even includes a defense of celibacy.)

His mentor Obi's emphasis on “the difference between knowledge and wisdom” falls on deaf ears. We see the young Jedi's inability (or unwillingness) to grasp this principle as a hint of the darkness to come when he becomes the evil Darth Vader. It's made clear that Vader's evil grew out of his own will rather than external circumstance. This moment is a key turning point, and a thought-provoking development, in the overall moral and narrative structure of the Star Wars series.

But good filmmaking is more than noble intentions. As time passes, Lucas seems less and less interested in the relationships between people except as embodiments of the archetypes they represent. None of the scenes between Anakin and Amidala or Anakin and Obi spring from the characters' individuality. Everything is subordinated to Lucas's grand, conceptual designs.

We miss the macho griping of the smuggler Han Solo (Harrison Ford) and the arrogant sense of entitlement of Princess Leia (Carrie Fisher). The character flaws of these otherwise good people make us laugh and like them as human beings in a way we can't with Anakin and Amidala.

As a result, Attack of the Clones resembles a video game more than a modern re-creation of classic myths.

Its robots, droids and clones have more life than its flesh-and-blood characters. What's lost is the sense of wonderment found in the original trilogy. In those films we were presented with people and situations we might have seen before. But Lucas found a way to make them fresh, vibrant and compelling. Maybe now he should step back and give some younger film-makers a chance to re-animate his vision.

John Prizer write from Los Angeles.