Star Wars Episode II: Attack of the Clones is the fifth film in the sci-fi saga to be produced, but chronologically is the series’ second installment.

Given the Star Wars track record, plus recent box-office success for fantasies such as The Lord of the Rings and Harry Potter, it’s almost assured that Episode II will be one of the biggest hits of the year.

The $120 million FX-extravaganza is set to open on May 16, a Thursday, in order to synchronize opening dates around the world. (Thursday openings are common elsewhere.) It’s the first time a Star Wars film has not opened on a Wednesday.

That’s not the only first: Creator George Lucas for the first time is abandoning film, capturing all of the images digitally.

It’s the first Star Wars appearance for actors Hayden Christensen, Jimmy Smits and Christopher Lee. And it’s the first time that a romance has figured so prominently in the plot.

On the official Star Wars Web site, Lucasfilm’s vice president of marketing, Jim Ward, calls the film "a true love story set against a galaxy that's in turmoil."

Samuel L. Jackson will have a much more active role in the new film, finally putting his Lightsaber skills to use.

"It's also set against the expectations that galaxy has of the roles and responsibilities of a Jedi and a Senator," Ward says. "Now these two are having to confront those realities while falling in love."

The star-crossed pair: Padme Amidala (Natalie Portman, returning from Episode I) and Anakin Skywalker (Christensen, who turned heads as a rebellious teen in last year’s Life as a House). Set a decade after the story of Phantom Menace, Attack of the Clones reunites the queen and Jedi student, still being tutored by Obi-Wan Kenobi (Ewan McGregor). The Jedi must protect the queen when a political uprising threatens the Republic.

Samuel L. Jackson returns as Mace Windu, a contemplative character from Episode I. After spending most of his few scenes seated with the Jedi Council in the last film, Jackson will have a much more active role in the new film, finally putting his Lightsaber skills to use in Episode II’s action scenes.

Jimmy Smits enters the fold as Bail Organa, an influential politician from the planet Alderaan. Longtime fans will recognize the character’s name as that of Princess Leia Organa’s father.

Sometime over the course of the next two movies, we’ll learn how he winds up raising Leia, birth daughter of Anakin and Amidala.

Fans who thought Darth Maul was the best thing about Episode I won’t see the character return from the dead. But new villains include Christopher Lee as a "charismatic separatist," and two gadget-toting bounty hunters: Zam Wesell, a wily woman in form-fitting leather, and Jango Fett, father of Boba Fett, a fan favorite who appears in Clones as a young boy.

Despite a widespread backlash against Jar Jar Binks, Lucas has included the controversial character in the new film. Ahmed Best returns in the role.

One criticism that Lucas may have paid attention to: that his solo scriptwriting for Episode I lacked the sparkle of past Star Wars films. The writer-director recruited Jonathan Hales (The Young Indiana Jones Chronicles TV series, the upcoming The Mummy 3: The Scorpion King) to polish the Episode II script, and it’s rumored that another Star Wars veteran, actor-turned-writer Carrie Fisher, is ghost writing dialogue for the film’s female characters.

Expect a cliff-hanger ending, which sets up Episode III and the final details of Anakin Skywalker’s transformation into the evil Darth Vader.

"It’s definitely getting a little bit more intense (than Episode I)," Lucas says of Episode II in an interview posted at starwars.com. "The next one will probably be the darkest of them all."