The two big questions, we'll answer first.

Yes, Jar-Jar Binks is in the movie, but his role is small.

And yes, it's better than "The Phantom Menace." Though I liked that film, I recognize its faults. "Star Wars: Episode II -- Attack of the Clones" recovers from most of those mistakes -- see previous item on the limited role of Jar-Jar Binks -- and delivers a thrilling product full of story, conflict and gee-whiz, I'm-a-kid-again excitement.

It is 10 years after the last installment. Queen Padme Amidala (Natalie Portman) has given up the throne in order to serve her people as a senator in the Galactic Republic. (Her second-in-command: Rep. Jar-Jar Binks, I kid you not.) In the first moments of the film, an attempt is made on her life, prompting the Jedi Council to give her two bodyguards: Jedi Knight Obi-Wan Kenobi (Ewan McGregor) and his trainee Anakin Skywalker (Hayden Christensen).

She has not seen them since the events in "The Phantom Menace," when Anakin was still a little boy. He has grown up, though, and with every line of dialogue and every sulky look he gives, he reminds us that he is now cocky, arrogant, and rebellious. (Screenwriters George Lucas and Jonathan Hales seem to think we'd miss this important character arc if they didn't re-establish it every time Anakin opens his mouth.) He is also in love with Padme, despite the counsel that a Jedi should not let personal affections keep him from his greater duty.

The mystery of who is trying to kill Padme leads the film through a highly enjoyable first act that is reminiscent of an old private-detective flick. Obi-Wan visits a greasy-spoon diner on Coruscant to get information -- Obi-Wan is at this point the only character who engenders anything close to the feelings we once had for, say, Han Solo or Princess Leia -- and there is even the "Star Wars" equivalent of a car chase.

The action thereafter is divided into two stories. In one, Obi-Wan uncovers a secret planet where an army of clones is being manufactured -- apparently at the behest of the Jedi Council, though no one on the current council seems to know anything about it -- and meets a bad guy named Jango Fett (Temuera Morrison) and his young son Boba (Daniel Logan).

Anakin, meanwhile, protects and courts Padme on her home planet of Naboo, then heads to his own birthplace, Tattooine, in response to dreams he's had about the fate of his mother. Events on Tattooine set him on the path to the Dark Side -- but the scene is handled all wrong.

Remember how Hayden Christensen is a very good actor who impressed us in "Life As a House"? Remember how he was supposed to bring balance to the Force, as it were, giving nuance and depth to a lead character in a George Lucas film? Well, forget it. His rage seems more like whiny teen angst. His fury is reduced to a brief flash of reaction and then his retelling it later to Padme. It could be argued that this -- Anakin Skywalker's turning point -- is the most significant moment in the entire six-part series, and here's Christensen, acting like a lightweight.

The acting elsewhere in the film is better than in the last outing. Portman has stopped speaking Padme's lines in a monotone, and she has some ripping action-heroine moments. McGregor has adopted the voice and manner of Alec Guinness (who played the older Obi-Wan in the first trilogy) and made them seem like himself.

Like the last film, this one lacks a strong villain. Darth Sidious (Ian McDiarmid) is barely present, and his new pupil is evil but not exactly fearsome.

But unlike the last film, this one drops the silliness and gets down to business. It is still rip-roaringly fun -- more so than "Phantom Menace" -- but also grownup and serious.

There is a scene in which Yoda engages in a light-saber battle, and it may be the most exciting moment in the franchise's history. It involves a character we love and admire doing something that gives us more cause to love and admire him. (Plus, frankly, he kicks butt. Note to the universe: Don't mess with Yoda.) This second trilogy is telling us a story to which we already know the ending, introducing characters whose fates we already know. The magic of the original "Star Wars" films cannot be recaptured, but "Attack of the Clones" is a marvelous ride nonetheless.

Grade: A-

Rated PG, a lot of action violence, some blood