Part of the endearing quality of the Star Wars films is the ability to transport audiences into a fantastical galaxy filled with compelling characters embroiled in a high stakes story. Star Wars II: Attack of the Clones contains just enough of those elements to make it a disappointing could have been great film. Instead, the film, written by George Lucas and Jonathan Hale, is overburdened by a meandering plot that spends far too much time on Anakin and Padme’s excruciating chemistry free romance and not enough on the thrilling adventure ride that audiences expect.

Clunky dialogue, wooden acting, and backdrops that scream CGI make the scenes devoted to the pair’s love story quite tedious. Natalie Portman and Hayden Christensen try too hard to make their characters seem like worldly souls torn between their hearts’ desires and the weight of their responsibilities. Instead, they come across as precocious teenagers filled with unearned angst spouting dialogue that aims for poetic but ends up laughable.

Without a doubt, the romance between Han Solo and Princess Leia became a huge part of the Star Wars legacy. Despite the importance of their relationship, their actual romance scenes constitute a minimal portion of the films. The defining film of their love story, The Empire Strikes Back, is notable for the way it integrates the relationship into the action. A single line or a glance accomplishes more than the multiple scenes in devoted solely to tell the audience over and over that Padme and Anakin are the star-crossed lovers of this trilogy. George Lucas should have taken a cue from one of his own films and adhered to the adage less is more.

The reasoning behind the attacks against Padme seems thin at best. The film never adequately explains why Padme, who’s no longer even the ruler of her planet, was important enough to be targeted instead of more powerful characters. The entire assassination plot exists more as an excuse to throw her and Anakin together rather than an important plot thread. Indeed, once the pair get out from under the watchful eye of Obi-Wan Kenobi, the danger element drops significantly.

In contrast, Obi-Wan Kenobi’s quest to unravel the mystery behind the attacks on Padme contains the immersive qualities so beloved of the previous Star Wars movies. Each discovery he makes adds satisfyingly to the mystery while upping the stakes for the Jedi master. The quality of his scenes standout even more since they are interspersed with the very flawed ones featuring Anakin and Padme. Even though CGI figures heavily in most of his scenes, Ewan McGregor makes them seem natural. In one quiet scene, Kenobi solicits advice from an old friend. The world-weary manner of the alien cook, working in a diner that wouldn’t be out of place in any town, makes the character seem real in the way Star Wars does best. Humans, aliens, and futuristic vehicles pass back and forth outside the window as the pair talk. The ordinariness of the scene combines seamlessly with the science fiction elements. In fact, that wonderful mix of the everyday with the fantastical infuses most of the Kenobi scenes on Coruscant.

Another standout segment chronicles Kenobi’s discovery of the clones. Tucked away on a fantastically rendered ocean world, the clones add a new layer to the Star Wars galaxy. The austere facility producing the clones manages to be fascinating and deeply disturbing. With just a few camera shots and lines of dialogue, the film injects some much welcome suspense and mystery. The reveal of life cycle of the clones, from embryos to identical looking children to adults, during Kenobi’s tour of the facility shows how well tight storytelling works. The final shot of endless rows of clone troopers garbed in the familiar looking Stormtrooper gear evokes far more emotions that than any of the romance scenes.

Jar Jar, the much-maligned character introduced in The Phantom Menace, is surprisingly well used in this film. While his scenes are mercifully brief, they are pivotal as Chancellor Palpatine believably manipulates him into opening the door to absolute power for the future emperor. The political machinations might go over the heads of children, but adds a realistic gray component to an otherwise standard good versus evil story.

The film works best when it strives for brevity. Many scenes stopped short of good because it seemed that Lucas was too afraid to trim anything for fear of leaving something out. This resulted in several scenes, including the final battle, losing their impact the longer the minutes ticked on. Several scenes could have been cut in half time wise and still served their purpose plot wise without diminishing the story. Overall, Star Wars II: Attack of the Clones is a flawed film, but necessary viewing for anyone interested in the origins of the Empire.