Directed by George Lucas starring Ewan McGregor, Hayden Christensen, Natalie Portman, Frank Oz, Christopher Lee, Samuel L Jackson and Temuera Morrison.

Let's face it: aside from Obi-Wan Kenobi and Qui-Gon Jinn's light sabre scrap with Darth Maul, was there anything truly great about 'The Phantom Menace'? Three years on however, it's all change with George Lucas banishing the bad thoughts of the Menace with a display of method, magic and moments to keep you warm until 2005. While in 1998 the world got its hopes up and came away with the words Jar Jar Binks stuck in its throat, anyone leaving the cinema and coming back to earth after seeing 'Episode II' will have plenty to rave about as they queue up to see it again.

The plot is simplicity in itself. Ten years on from our last visit to the galaxy far, far away, Senator Amidala's (Portman) life is in danger and Anakin (Christensen) must become her protector while his Jedi teacher Obi-Wan (McGregor) heads off to discover who's behind the assassination plan. While 'The Phantom Menace' seemed just a little too cuddly and safe for the legions who've never quite recovered from the first time they saw 'The Empire Strikes Back', this time around Lucas cranks up the ominous atmosphere and the ever growing despair and power of the Dark Side to the extent that you wonder just what he's planning for 'Episode III'.

Anakin is nowhere Darth Vader yet, but already the charcoal cracks are widening and the desire to rebel against Jedi teachings is tearing him apart. Watching, it's hard not to come to the conclusion that Lucas has factored in the fact that the new generation of kids who saw 'Episode I' are now three years older and want a little more tension and trauma with their popcorn. Those three years have also seen the likes of 'The Matrix', 'The Lord of the Rings' and many others up the special effects ante but Lucas answers them all with a film which contains plenty of suck in your breath moments.

There's a fantastic aerial chase through a city at the start, a great stand-off between Obi-Wan and bounty hunter Jango Fett (Morrison) somewhere in between and a closing finale which will have you cheering and roaring as Yoda rolls back the years and gives the Dark Side a hammering. And even if the CGI is still annoying (especially in landscape or battle scenes), it doesn't seem to jar (Jar Binks? Sorry!) as much as the last time.

While 'Episode II' can be frustratingly episodic, with the dialogue sounding like a bag of hammers being dropped on a tiled floor, credit must go to Ewan McGregor for being the real star of the film and clawing back some charisma for the good guys. His performance is a vast improvement on his debut and the transition from him to Alec Guinness' Obi Wan looks more assured by the minute. Christensen is fine if slightly clunky, but his love story with Portman, though certainly no Han-Leah romance from 'Empire', is always watchable.

The film's big strength however, is also its biggest failing in that the bad guys are so good that you'll be sore they don't get enough screen time. Granted we've more of them this time with a marvellous Christopher Lee as prophet of doom Count Dooku, the aforementioned Jango Fett and the Tusken Raiders, but they all deserve bigger parts than Lucas allows. Especially Lee, who manages to be really evil without trying too hard and makes you wonder what the first three films would've been like if he was on the payroll too. But such quibbles and questions will fade well into the background as you're watching and the finale will have anyone who worried about a lack of standout action shooting at the screen with their mobile phone.

Lucas has answered many of the critics and the Star Wars fan who isn't happy with 'Clones' has probably tried to make the previous four at home using a video camera and their action figures. Pride is restored, the stakes have been raised and the memories will get better with each passing second. It's no 'Empire Strikes Back' but then you won't have to worry about Jar Jar too much either.

Harry Guerin