Star Wars Episode II: Attack of the Clones is universally considered the worst Star Wars film. Upon rewatching it, it’s hard to disagree—but you do see lots of what George Lucas was trying to do. Most of which was unsuccessful. Welcome to our Star Wars movie rewatch!

Basically, Attack of the Clones is PG-rated Star Wars pornography. It’s an hodgepodge of wish-fulfillment, linked together by dialogue and plot that rarely justify their existence. In scene after scene, we’re presented with events, characters and more that we’d always dreamed of seeing in a Star Wars movie, then we see those events and characters bungled thanks to bad digital effects, dialogue and acting.


So what does that mean exactly? Well, in Attack of the Clones, we get to see, or hear, the following:

  • The eventual Emperor, Palpatine, rising to power
  • The inner workings of the central system of Coruscant
  • The introduction of Princess Leia’s adopted father, Bail Organa
  • Jedi as conceivable bad guys
  • The origin of the mythic “Clones”
  • The origins of Boba Fett
  • A character who looks like Boba Fett kicking ass
  • An action scene featuring Slave 1
  • How Anakin met the Lars family
  • Young kids as Jedi
  • Yoda fighting
  • More Tusken Raiders
  • Anakin Skywalker starts to turn to the dark side
  • Anakin and Padme falling in love
  • John Williams’ The Imperial March
  • Jar Jar Binks becomes a bad guy - kind of
  • Jedi kicking ass at the height of their powers
  • Action scenes with C-3PO and R2-D2
  • The origins of the Death Star
  • Links between all the iconic Jedi, from Yoda all the way to Anakin
  • The beginnings of the Empire
  • The start of the Clone Wars

There’s probably more, too—and, granted, not every one of those things is something we’d always wanted to see. But they’re all—on paper—interesting additions or answers to the Star Wars universe. Things that fans had talked or speculated about for decades. And in 2002, if we told you a movie with all of those things would work so poorly, you wouldn’t have believed it. But it’s true.

Honestly, it doesn’t start out that way. Attack of the Clones has a much stronger opening than The Phantom Menace. There’s an assassination attempt on Padme, followed by a character- and plot-motivated action scene flying around Coruscant. Basically, the first 30 minutes or so moves very, very quickly, and that’s a good thing.

So where does it all go wrong?

The biggest culprit is George Lucas, both on the page and behind the camera. His dialogue from the very first scene feels way more verbose and mechanical than most normal people talk, a problem he’s had since the very first movie. As a result, the actors seem to be concentrating more on delivering the line correctly than the emotion of the performance. And that really hurts when you have an actor (namely Hayden Christensen, but he’s not the only culprit) trying and failing to embody a super complex emotional character.

Christensen’s choices in almost every single scene in the movie are very off-putting. The first meeting with Padme, a girl he’s supposedly been thinking of for years, is absolutely cringe inducing. (“So have you, grown more beautiful I mean. For a Senator, I mean.”) Later, he just makes creepy eyes, like he wants to murder her. At regular intervals, he snaps at and disrespects his master, Obi-Wan. Later, he whines and cries about not being the best Jedi ever, only a few years into his training.


The one scene where his performance does work, however, is the film’s key scene. After Anakin has slaughtered the women and children of a Tusken Raider camp, his bratty, over-the-top delivery feels like a young teenager just starting to realize his power. The fact we hear some evil John Williams music subtly in the background probably helps too. But really, while Christensen’s performance spends most of the movie trying to make sense, in this scene, it works.

But we’re getting ahead of ourselves. Gone (mostly) are the Trade Federations of The Phantom Menace. Instead we have a divided government on the brink of war. It’s a much more relatable construct and, from there, Lucas attempts to pull an Empire Strikes Back by sending all his main characters off on their own adventures. Anakin and Padme go to Naboo, then Tatooine. Meanwhile, Obi-Wan goes to Camino, then Geonosis. On paper, it probably seemed like it would work great.

Of course, things then stumble. On the way to Naboo, Anakin and Padme talk about love in a scene that’s designed to make his sexual advances when they get to the planet less surprising. But Anakin just has this smile plastered across his face the entire time which has no romantic vibe whatsoever.

Obi-Wan has to figure out how to find Jango Fett, so he goes to meet Dexter Jettster (above), a character almost on par with Jar Jar Binks. Dex is hard to look at (once you notice his terrible mustache you’ll never see anything else), his relationship with Obi-Wan is mysterious, and how he has all this information is unclear. Even Ewan McGregor has no idea what’s happening in this scene. Is he flirting with Dex?

So both adventures get off on the wrong foot. At this point though, they go in opposite directions for a little bit. While Anakin and Padme’s Naboo courtship feels incredibly forced, Obi-Wan’s trip to Camino is actually kind of interesting. It broadens the plot quite a bit, even if it still doesn’t make a ton of sense.

(Side note: Everyone loves to laugh at Anakin’s speech about sand but, he was a slave on a sand planet. Sure it’s super pointless dialogue for him to deliver to a woman he’s trying to woo but if I grew up on Tatooine, I’d hate sand too. In the overall scheme of this movie, it’s not close to the worst thing that happens.)

As forced and muddled as the courtship between Anakin and Padme is, it’s obviously an essential piece of the overall puzzle of Star Wars. It’s a nice thing to see, but it’s just handled so terribly. “You are in my very soul tormenting me?” Really? It just sounds like robots talking. And why are you guys eating pears with forks and knives?


On the other hand, the oddity of Obi-Wan finding out about the clones works because he’s taken so off guard by everything he’s finding out. That’s followed by him fighting Jango Fett, which is kind of cool but doesn’t feel particulraly motivated at all. That means, in the next scene as Obi-Wan chases Jango in space, it feels like an add-on to an already semi-tedious scene. But, in the prequels, action scenes are king and these are two good ones, even if they don’t really advance the plot much.

Next, Anakin has a dream and decides he has to go to Tatooine to free his mother. Why he hasn’t done this before, we don’t know. Maybe because Obi-Wan wouldn’t let him? Jedi aren’t supposed to have attachments? Either way, he’s a few weeks too late, because his mother has been captured. That brings us to the aforementioned slaughter scene and first real clue that Anakin is super messed up. The next one is when he’s talking to Shmi’s grave and seems insistent that he’ll eventually be able to beat death. We know this is a key ingredient to his eventual fall to the Dark Side, but it feels like the most irrational, childish thing to ever want. Is that the point? Maybe, but it doesn’t work.


What does work, and is one of Lucas’ few strokes of genius, is how Palpatine uses Jar Jar Binks to give him powers that will eventually make him the Emperor. This demeaning Jar Jar scene always felt like George’s apology for using him so much in Episode I, and it almost makes that worth it. Almost.

Unfortunately, just when you thought things may be getting better, we jump into act three. It begins with Anakin and Padme in one of the most pointless action scenes ever put on film, in the droid factories of Geonosis. Lucas shot this after the fact to add more action into the movie, but I can’t help but think how much better everything would’ve been without it. It also would’ve sped things up and removed the horribly unfunny arc C-3PO has in the film’s finale as a Battle Droid.

Then it happens. The biggest leap in the history of Star Wars. On the brink of death, Padme confesses her love for Anakin. It’s so out of left field, even in the movie the character of Anakin is surprised to hear it. “I truly, deeply, love you,” she says. Too bad we barely get that sense before that. I couldn’t help but laugh that Lucas made the decision to have Anakin act so shocked. It almost feels like an admission he wasn’t sure how to get the characters to this point, but had to, and here it is.


From there, it’s the big action finale that starts like Braveheart with lightsabers and quickly degenerates to faceless computer good guys fighting faceless computer bad guys, in the sand. In 2002, I found these scenes to be absolutely incredible. Today, they are kind of painful. A little beautiful, but kind of painful.

Which leads us to the main event. Count Dooku vs. Anakin and Obi-Wan, followed by Dooku vs. Yoda. Much like the end of The Phantom Menace, both of these scenes are beautifully choreographed and shot, but much less exciting than I remember. When the film as released, the moment Yoda took out his lightsaber was so electric, it was hard not to cheer in the theater. But now, after years of The Clone Wars and such, its lost some of its cachet.


Still, after all that, all those missteps and misfires, I absolutely love the end of Attack of the Clones. Each of the key scenes work on multiple levels and while it’s not the ending of The Empire Strikes Back, it aspires to be.

You’ve got the shots of the Clones getting ready for the Clone War, and though they’re the good guys at this point, we know that this is the start of something much worse and bigger: The Empire. Then there’s Anakin and Padme’s wedding, an event that should be joyous, but it’s Anakin willingly rejecting the Jedi code he’s sworn to follow. So it’s basically the moment he finally admits he’s willing to go to the Dark Side. Whether or not Lucas’ direction conveys that mixed message is debatable, but it’s there.

Attack of the Clones deserves almost all of the hate people give it. There are great ideas and tons of fanservice to be had, they’re just wrapped up in an uneven, mostly awkward and unsettling movie. And as much as you want to blame Hayden Christensen, some of his other movies (such a Life as a House and Shattered Glass) prove he can act. It was the material, plain and simple.

Next week:

And, here’s last week’s piece in case you missed it.

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