Star Wars: Episode II - Attack of the Clones is the fifth score that John Williams has written for George Lucas' Star Wars series and, by this point, he knows the lay of the land. Not just that, but his themes for the series — from the main title to the march of the Storm Troopers — are embedded in the consciousness of any filmgoer, so he could be excused for coasting and delivering simply what is expected of him on this score, given that it arrives five films into the series. But, The Phantom Menace changed that for the entire franchise by not quite living up to expectations. Visually, it was a knockout, but by many standards, it was a flat origin story, highlighted by some great flights of fancy. Judged on its own, however, Williams' score was quite impressive, particularly because it introduced a legitimate new masterwork in "The Duel of Fates" section. Given this, he didn't have much to prove with Attack of the Clones, but he still outdoes himself here (hopefully mirroring the reported rejuvenation of the series with this film), producing a thrilling atmospheric score that is so effective, it feels as if you're watching the film unfold before your eyes, even if you've never seen it before. Williams doesn't broaden his palette the way he did with Phantom Menace, where he spent a lot of time with African drums, but instead consolidates the strengths of the series, occasionally adding an unexpected twist — such as the squalling electric guitar on "Zam the Assassin and the Chase through Coruscant" — while developing another seemingly classic theme with its "Love Theme" (perhaps sappy, but effective all the same). This is enough, since it's an exciting, dramatic score that telegraphs the rush of the full film as effectively as watching the film. [Spoiler Warning! Although the track listing doesn't go to the extreme of Episode I, which actually gave away Qui-Gon's death with a track title, the tracks of this album do give away the structure of the film through its titles, even if no explicit twists are revealed.]