To "Star Wars" fans who grew up with Luke and Leia, light sabers and the Millennium Falcon, "The Phantom Menace" was a sign that director George Lucas had been drawn to the dark side of moviemaking.

The 1999 movie's emphasis on snazzy special effects instead of a gripping story, the incessant jabber of the Jar Jar Binks character, and a merchandising splash that reduced The Force to the toss of a Darth Maul fast-food Frisbee, left longtime devotees grumbling.

With "Episode II: Attack of the Clones" opening next Thursday, these fans are hoping that Mr. Lucas, like Darth Vader in the final scenes of "Return of the Jedi" (Episode VI), will redeem himself.

Indeed, "Attack of the Clones" could prove to be pivotal for the beloved science-fiction series. This fifth "Star Wars" installment wants to connect with three decades of fans through its theme of good versus evil, elements of ancient myths, religious undertones, and light-speed chase scenes. Yet the challenge for Lucas will be to woo fans who – since "Star Wars" debuted in 1977 – have grown as diverse as the droids, Wookies, and Ewoks who roam his galaxy far, far away.

Many fans feel the series' emphasis on merchandising has cheapened its meaning, says Les Friedman, a film and pop-culture lecturer at Northwestern University in Evanston, Ill.

Lucas was once seen as a rebel, motivated by idealism and opposed to the commercial forces of "big Hollywood." When "Star Wars" debuted in 1977, Mr. Friedman says, no related action figures were on store shelves, whereas 22 years later "Phantom Menace" seemed designed for selling toys.

For "Clones," Lucasfilm is toning down the marketing hoopla (including fewer licenses for related products than for "Phantom") and trying to spread the word that the movie is better. The buzz around "Attack of the Clones" has been largely positive, raising hopes that the beloved series is back on track.

"Clones" also is competing with a flood of glossy new high-tech films. "Spider-Man," for instance, broke the all-time weekend box-office record last weekend, taking in an astonishing $114.8 million. That, in turn, has sent expectations for the May 16 opening of "Clones" soaring.

With "Episode I: Phantom Menace," "[Lucas] lost a lot of fans with Jar Jar.... He was clearly trying to create another generation of 'Star Wars' fans by aiming at kiddies – but that's not how he got the first generation" of fans, says Andre Galiber, a 20-something fan from the Bronx, N.Y., who adds that he "lives by the Jedi Code."

Mr. Galiber predicts "Clones" "will be a classic. There will be drama ... a love story, fierce battles, ingredients that were barely in ['Phantom Menace']. I'm excited just thinking about it!"

With his new film, Lucas reportedly answers the cry of disappointed series fans, promising "a darker" film with a deeper plot. The role of Jar Jar Binks, the annoying, chattering sidekick, is diminished. The number of companies licensed to sell "Star Wars" paraphernalia reportedly has been cut by a third – and they include no fast-food restaurant tie-ins.

Lucas, who crafted "The Phantom Menace" script on his own, also worked with writer Jonathan Hales to enliven the "Clones" screenplay.

"People see [the next film] as an opportunity to return to the meaning and messages of 'Star Wars' because we will begin seeing a turn from good to evil in one of the characters," says Anne Collins Smith, an assistant professor of classical studies at Susquehanna University in Selinsgrove, Pa. " 'Phantom Menace' didn't have the same depth."

"Clones," the second in a three-part prequel to the original "Star Wars" series, picks up where "Phantom Menace" left off, probing the origin of the black-masked Darth Vader as a good, golden-haired boy named Anakin Skywalker, and exploring why he turns evil. In the first three movies (released from 1977 to 1983), the adult Darth and a wicked emperor battle freedom-loving Jedi rebels.

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