*Caution: This review contains spoilers for both the prequel and original Star Wars trilogies. But if you honestly don’t know the story of Star Wars by this point, well, I don’t know what to tell you.*

After The Phantom Menace was released in 1999 to mass disappointment, the second installment of George Lucas’s Star Wars prequel trilogy had a lot to prove. Audiences held their breath for three years in anticipation whether Episode II would be a return to form for the beloved saga, or a continuing downward spiral following in the wake of The Phantom Menace.

2002 saw the release of Attack of the Clones, and while at the time it was considered an improvement over its immediate predecessor, it was still seen as an underwhelming installment in the Star Wars saga. In the years since, however, Attack of the Clones is often seen as the weakest entry in the entire series. It may feature less Jar-Jar than its predecessor, but Attack of the Clones frequently doubles down on all the other aspects fans despised about The Phantom Menace – from poor writing and flat-out bad acting to a garish overuse of CG and the creation of plot holes for the original trilogy – making Attack of the Clones fall short even of its immediate predecessor.

Set ten years after the events of Phantom Menace, Attack of the Clones sees the Galactic Republic shaken by the separatist movement – a collection of different planets and factions throughout the Galaxy planning to separate from the Republic – orchestrated by former Jedi Master Count Dooku (Christopher Lee), who in turn is working under direct guidance of the Dark Lord of the Sith, Darth Sidious. With the Separatists growing, the Galactic Republic is in debate over the creation of an army of their own, as the Jedi are too few in numbers to fight an entire war.

Senator Padmé Amidala (Natalie Portman) is set to vote on the military creation act, but quickly becomes the target of multiple assassination attempts. Padmé is then placed under the protection of Jedi Knight Obi-Wan Kenobi (Ewan McGregor) and his apprentice, Anakin Skywalker (Hayden Christensen). Obi-Wan and Anakin thwart a subsequent assassination attempt, with Obi-Wan subduing the assassin who is then killed by her client – the bounty hunter Jango Fett (Temuera Morrison) -before she can reveal his identity to the Jedi.

After some investigating, and consulting with old friend and restauranteur Dexter Jettster (voiced by Ronald Falk), Obi-Wan traces the attacks to the planet of Kamino. Obi-Wan is then sent to said planet for further investigation, while Anakin is to remain by Padmé’s side and escort her back to the planet of Naboo.

While on Kamino, Obi-Wan learns that Jango Fett has served as the basis for a clone army, apparently ordered by the Galactic Republic over ten years prior. Meanwhile, a romance begins to blossom between Anakin and Padmé, though disturbing visions of his mother’s fate on Tatooine leads Anakin back to his old home planet, where Anakin must confront tragedy in a way that will determine his allegiance in the Force.

All the while, Supreme Chancellor Sheev Palpatine (Ian McDiarmid) is gaining more and more power within the Republic, with senator Jar-Jar Binks (Ahmed Best) – though well-intentioned – being easily duped into granting the chancellor emergency powers, which eventually leads to the utilization of the clone army.

On the plus sides, Attack of the Clones has much less sub-plots going on than its predecessor. While The Phantom Menace often felt like it couldn’t decide which characters should be the focus at any given time, Attack of the Clones simplifies things a bit by being structured around Obi-Wan and Anakin’s respective plots, while occasionally taking a break to showcase the goings-on of the Jedi Council and Galactic Republic. Ewan McGregor remains a highlight, as does McDiarmid, while the Jedi Council’s promoted role gives Yoda (Frank Oz) and Mace Windu (Samuel L. Jackson) more to do this time around. And the addition of Christopher Lee is definitely a plus, even if his character doesn’t really get a whole lot of screen time.

Unfortunately, those highlights are in limited supply. George Lucas seemingly listened to the complaints targeted towards Jar-Jar Binks – giving the bumbling Gungan considerably less screen time than in the previous film – but then seemed to have defiantly ignored the criticisms elsewhere in The Phantom Menace, and doubled down on them with his second go-around in the Star Wars prequel trilogy.

Anakin Skywalker may have been poorly-acted by Jake Lloyd in The Phantom Menace, but there’s a bit of leeway when it comes to criticizing bad child actors. But in casting Hayden Christensen as the older Anakin, George Lucas kept the spirit of bad acting alive and well in the series’ central character. Despite being an adult, Hayden Christensen’s acting is way worse than Jake Lloyd’s ever was. Natalie Portman also seems to not give a damn about putting any effort in her performance.

To top it off, George Lucas’s writing abilities are at their most egregious here. George Lucas is infamous for his dialogue (to the point that the cast of the original Star Wars trilogy altered the script and birthed most of the series’ most memorable lines), but Attack of the Clones shows us what happens when George Lucas tries his hands at sappy romance, and then relies on Hayden Christensen and Natalie Portman to deliver it. Good lord, does it ever provide the cringe!

This romance between Anakin and Padmé is supposed to be the emotional heart of the film, but at its best, it’s laughable. At its worst, it’s downright embarrassing (let us not speak of Anakin’s monologue about sand, or the very uncomfortable way he touches Padmé’s back immediately thereafter). Every time the film switches gears to Anakin and Padmé, it makes you count down the seconds until it switches back to good ol’ Obi-Wan and his far more entertaining, action-filled plot.

The visual effects of the film are also pretty inconsistent. While the inhabitants of Kamino still look impressive these seventeen years later, the clone troopers they create look much less believable, especially when they remove their helmets and we get glimpses of some uncanny valley Temuera Morrisons. Sadly, it was also here that George Lucas decided that Yoda should be just another CG creature in an overly CG world (The Phantom Menace has retroactively replaced its puppet with CG in re-issues, but in its original release, Yoda remained a practical effect). CG Yoda looked unconvincing even back in 2002, a point that was reinforced by the fact the same year brought us The Lord of the Rings: The Two Towers and properly introduced audiences to Gollum, an infinitely better CG character who still looks impressive today.

It’s not just bad writing and acting, and overly garish visual effects that rob Attack of the Clones of much of its potential charms, but also some questionable creative choices.

For example, it’s a fun idea in theory for Obi-Wan – a character audiences associated with wisdom and experience – seeking guidance with what amounts to a grizzled old diner operator in Dexter Jettster. It’s a fun little detail that, sometimes, even wizards need help from old friends. But the off-putting aspect of Dexter Jettster’s introduction is that his diner is, quite literally, a 1950’s American diner. I can kind of understand the joke Lucas was aiming for, but this is probably the one instance in the series in which the Star Wars universe doesn’t feel like the Star Wars universe. The ‘joke’ may have worked a lot better if Dexter’s diner looked retro within the context of the Star Wars universe. The “Star Wars equivalent” of a ’50s diner, if you will. Instead, it’s literally a 50s diner, but in Star Wars.

That’s probably the least offensive of Attack of the Clones’ wonkier creative choices though. This may be a bit of an unpopular opinion, but seeing Yoda wield a lightsaber and flip around the place in his duel with Count Dooku is far more silly than it is badass. It’s cool to see an entire army of Jedi going into battle, lightsaber’s ignited. But Yoda always seemed like he should be above physical combat. He’s the Jedi master. I can imagine him using the Force in battle when necessary, but trying to make him “cool” with all the flipping and sword-swinging, I don’t know. It just always seemed out-of-character.

Another problem comes when Anakin Skywalker avenges his mother Shmi (Pernillia August). Anakin rescues her from a tribe of Tusken Raiders, only for her to die in his arms. In his rage he slaughters every last Tusken Raider in the tribe, “Not just the men, but the women, and the children too!”

It makes sense from the perspective of Anakin’s downfall and eventual transformation into Darth Vader. But what makes this moment fall flat (aside from, y’know, Hayden Christensen) is that Anakin confesses his mass murder to Padmé, who reacts by… not doing anything, really. The man tells her he killed women and children, and she consoles him as if he were a kid who wrecked their new bike. I can buy that Padmé doesn’t want anything bad to happen to Anakin, but she never so much as questions Anakin’s character again, and everything is back to the same old grind afterwards. He murdered women and children! That’s kind of a red flag that, maybe, this guy’s not worth it, Padmé.

Additionally, much like his son Boba Fett in the original trilogy, and Darth Maul in The Phantom Menace, Jango Fett follows the Star Wars tradition of underutilized villains. He probably has a bigger role in the story than his son did, I have to admit. But Jango Fett still falls victim to the series’ tendency of killing off a villain with all the potential in the world way too soon.

Now we get to Attack of the Clones’ single biggest piece of creative befuddlement. A plot hole so big it actually puts a damper on the original Star Wars film. The seeds for this atrocity were planted in The Phantom Menace, when it was revealed that Anakin Skywalker – Darth Vader himself – built C3-P0. Which is dumb. But now we find out that, after Anakin departed Tatooine, Watto sold Anakin’s mother to a man named Clieg Lars, who freed and eventually married her. She then became the stepmother to Clieg’s son Owen (Joel Edgerton). But when Shmi Skywalker joined the Lars family, she wasn’t alone, and she brought C3-P0 with her. So C3-P0 has, for years by the point he’s reintroduced in Attack of the Clones, been the Lars family’s protocol droid.

Hold on!

In the original 1977 Star Wars feature (or ‘A New Hope’), Owen Lars, the uncle and parental figure for one Luke Skywalker, purchases both R2-D2 and C3-P0 by chance from some Jawas. And given the interaction and dialogue between Owen and 3P0, it’s made abundantly clear that C3-P0 is just another random droid to Owen, indistinguishable from any other potential protocol droid he could have purchased in his eyes. But here, we find out that Owen’s family had owned C3-P0 for a number of years! Yet in A New Hope he’s clearly meeting C3-P0 for the first time?!

Lucas tried to rectify this glaring, C3-P0-shaped plot hole in Revenge of the Sith by having C3-P0’s memory wiped by the end of things. But that doesn’t explain why Owen Lars has no recollection of his history with C3-P0. I’ve been re-watching the Star Wars films in episodic order recently, and by the time I got to the original film, I couldn’t help but laugh at Uncle Owen’s faithful ‘meeting’ with C3-P0. Attack of the Clones retroactively makes an important moment in A New Hope’s plot utterly nonsensical.

Maybe next time you should re-watch your own movies before making prequels to them, Georgie.

Star Wars: Episode II – Attack of the Clones isn’t a total disaster of a movie. I reiterate that Obi-Wan’s plotline features some genuinely fun and exciting action sequences and intrigue. The final battle between the armies of Jedi and clone troopers against the Separatists’ battle droids is quite the sight. There’s a bit more focus here than in The Phantom Menace, and though the soundtrack isn’t one of the better ones in the series, it’s still John Williams so it’s still good.

But Attack of the Clones is unquestionably the weakest entry in the entire saga in retrospect. There’s an underlying arrogance to it on the part of George Lucas, who refused to listen to criticisms targeted at its predecessor and instead emphasized its creative and technical shortcomings all the more in this sequel. And I am usually forgiving of plot holes, because they’re usually forgivable, but the whole C3-P0 paradox at play here is just way too loud and prominent to ignore.

At the time of its release, Attack of the Clones was considered an improvement over The Phantom Menace. In retrospect, it makes me long for the days when Star Wars’s biggest issue was an annoying Gungan.

 

4