Maybe George Lucas ought to get out more. For the past three years, as he ruled his multimedia empire from the palatial redoubt of Skywalker Ranch in Marin County, Calif., Lucas has dwelt in the lovely dream that his 1999 Star Wars movie, Episode I—The Phantom Menace, was universally loved. Lately, though, inquiring journalists have slapped him awake. "I'm getting my education now from the press," he says. "They come in and say, 'Wow. People hated your movie. What do you think about that?'"

That's what happens when the Wizard of Oz gives interviews. But Lucas' first Star Wars film in 16 years was the victim of its own mammoth hype, stoked by a quillion cover stories, including Time's, before anyone had seen the completed work—and by the worldwide audience's communal memory of Star Wars (1977) and its sequels, The Empire Strikes Back (1980) and Return of the Jedi (1983). If The Odyssey had enjoyed—or suffered—as much anticipatory fluffing as Phantom Menace did, some ancient Greeks would surely have muttered, "Homer's lost it." And the poet would have wearily defended himself, as Lucas does today.

He probably thinks it odd to be asked to justify a picture that earned $431 million at the North American box office, behind only Titanic, the original Star Wars and E.T. The Extra-Terrestrial as an all-time top grosser. But the writer-producer-director-megamind—who in his spare time runs a film conglomerate that includes the Lucasfilm production outfit, the ILM visual-effects house and Skywalker Sound—says he was always aware of at least one Phantom risk: that Anakin Skywalker, the Jedi knight in training who would evolve into the sinister Darth Vader, was a kid. "I said, 'They're gonna hate this. They're gonna get really upset that I have a 9-year-old as the hero.' But what can I do? That's the story. I can't make him 15. The whole story is about where he came from, who is he? You had to start in the beginning."

Now, with Star Wars: Episode II—Attack of the Clones opening May 16, the Anakin fable gets to the middle, the meat, the real story. The past was prologue, a modest prequel, like Tolkien's The Hobbit to his epic Lord of the Rings saga. In Clones, Anakin (Canadian dish Hayden Christensen) is 20, a young man of superior skills and even higher ambitions, chafing under the stern tutelage of his mentor, Obi-Wan Kenobi (Ewan McGregor), and daring to risk his status in the Jedi Order, which forbids romantic attachments, by pursuing a reckless passion for Senator Padme Amidala (Natalie Portman). They parry with oily, possibly insidious Senator Palpatine (Ian McDiarmid) and battle the Jedi rebel Dooku (Christopher Lee) and his droids with an army cloned from scurvy bounty hunter Jango Fett (Maori actor Temuera Morrison).

Lucas, who will turn 58 two days before the movie opens, is given to fretting; he even worried that Phantom Menace would tank at the b.o. "There's only one issue for a filmmaker," he says. "Will this make its money back so I can make the next one? With Phantom Menace, we didn't know. It didn't have Harrison Ford, Mark Hamill, Carrie Fisher. It was not a slam dunk." Well, maybe, but even so, the new picture looks like Shaquille O'Neal standing three feet from the basket. Though it faces sticky competition from Spider-Man two weeks before—and, in weeks to come, from Men in Black II, Austin Powers in Goldmember and Steven Spielberg's Minority Report with Tom Cruise—Clones is the surest bet of the summer. Just in terms of mass appeal, the movie extends the franchise's target audience from 12-year-old boys (the action stuff) to 15-year-old girls (the smoochy scenes). If it works, Lucas has the Star Wars and Titanic markets in one package.

After seeing a rough cut of the film and reading the script, we can say that Clones seems poised to get the series back on track—and provide an exhilarating two hours of serious fun. It should easily ace the last movie in chills (when two icky centipedal creatures called "kouhuns" crawl into the sleeping Padme's bed) and thrills (when Anakin and Obi-Wan drag-race the changeling Zam Wessel across Coruscant's wonderfully varied urban nightscape).

Clones is populated with hundreds of computer-generated creatures, from new digital stars like the four-armed diner chef Dexter Jettster to familiars like Yoda, Watto the Junkman—and that vexing critter Jar Jar Binks, around whom the disappointment in Phantom Menace crystallized. Lucas blames the anti-Jar Jar sentiment on "37-year-old guys who spend all their time on the Internet. But you have to remember that when we did The Empire Strikes Back, some people hated C-3PO. When we did Jedi, they just loathed the Ewoks. There was no Internet to jazz it up, but there was the same conversation. Fans are very opinionated, and that's good. But I can't make a movie for fans." Nonetheless, Jar Jar has a far less prominent role this time. In movie theaters you will hear a cheer from Binks-ophobes when, as he launches into an anecdote, Padme cursorily cuts him off.

Yoda might also catch some criticism here, since he is no longer the endearing puppet manipulated by Frank Oz. Now he is fully computer-animated. But thanks to ILM animation supervisor Rob Coleman and his staff, Yoda is both more supple and more thoughtful than his earlier self, as when he flicks a skeptical glance at a remark by Senator Palpatine. And who would have thought our sedentary sage was such a deft martial artist, with lightsaber maneuvers as quick as his speech is circuitous? A Gandhi turned Rambo, Yoda is the real action hero of the film.

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