The strange thing about Attack of the Clones is that there’s the ghost of a better movie within it. Its script is atrocious, and the visuals all but sink the film as its scenes grow progressively uglier. But buried within that mess is a noble effort to cultivate the root causes of Anakin’s turn, a solid mystery adventure for “Obi Wan Kenobi: Space Detective”, and even a minor bit of political intrigue. Its weaknesses far outnumber its strengths, but the best thing you can say about Episode II is that in different hands, or under different circumstances, it could have been great.
That said, Attack of the Clones is still an improvement on its predecessor. That may not be a high bar, but in 2002, it was certainly a relief. Whatever his other faults in crafting the Prequels, director George Lucas can be credited for responding to the fans’ loudest and most prevalent criticisms of The Phantom Menace. The annoying or outright offensive characters — Jar Jar included — are kept to a minimum here. The political elements of the film are far more streamlined and straightforward. And the terrible child acting has been jettisoned in favor of, well, less-than-great adult acting.
Still, the film features real characters! Not all of them immediately burrow into your heart, but they’re there, with personalities the audience can recognize and respond to, even if they can’t quite match the endearing qualities of the original cast. Hayden Christensen struggles with Lucas’s tin-eared dialogue and the overwhelming bluntness of his character, but he at least feels like an organic part of the movie instead of some poor kid doing line-reads for a soap commercial. Natalie Portman improved her craft in the three years between films (or at least adjusted to Lucas’s methods). And Ewan McGregor comes into his own here, finding nuance in the flat Jedi affect that all-but-neutered other great actors like Liam Neeson and Samuel L. Jackson.
Episode II still isn’t a great movie. The film is bloated, with severe pacing problems, questionable story choices, and an uneven-at-best performance from its most important character. But it’s also more lifelike and entertaining and, in that, represents a quantum leap forward for the Prequel Trilogy. Despite countless issues with execution, what Lucas is trying to achieve in Attack of the Clones is better and more compelling than almost anything in Episode I.
Though let's be honest -- not all of it was worth trying.
That starts with the film’s structure. Lucas and company do well to revive the approach Lawrence Kasdan deployed in The Empire Strikes Back. Like that film, Attack of the Clones begins with all our heroes gathered in the same place for a dramatic first act action sequence. It then splits them up, cutting between the two concurrent stories as they progress apace, only to reunite everyone for the film’s flashy, final reel.
That divide and conquer strategy worked better in Empire, but it serves the same function here. Splitting up the characters and giving them separate obstacles lets the movie reexamine their relationships and allows the audience to get to know them on their own terms before it’s time for the legally-mandated end-of-movie fireworks.
That’s a good thing, because this is arguably the worst Star Wars movie in terms of action. The opening chase through Coruscant proves to be the high water mark for spectacle in Episode II. While that game of cat and mouse through an overdeveloped metropolis is certainly busy, as Lucas’s early aughts aesthetic tends to be, that style lends itself to the frenetic pace of the pursuit. More to the point, it’s one of the few scenes in the movie where we see Anakin and Obi Wan working together. Their dynamic, with the friendly jabs and warnings not to be too reckless or too haughty, are reminiscent of Luke and Han’s playful jibes, if more than a little diminished from those lofty standards.
But once the two main Jedi split up, the audience finally gets to know Obi Wan on his own as he investigates the plot to murder Padme. There’s a reason fans were excited to hear that Ewan McGregor will once again don his Jedi robes as part of an impending Disney+ series. After doing little more than sit on the sidelines in The Phantom Menace until the last act, Obi Wan comes to life in Attack of the Clones with McGregor’s playful steadiness and charm.
"Yeah, so I figure if I ever need to go into hiding, I'll just change my first name and no one could ever find me, right?"
However much Alec Guinness came to lament his part in the Original Trilogy, there was a certain twinkle in his eye when he played the old Jedi. He fostered a sense that despite Obi Wan’s wisdom and calm, he also possessed a certain cunning, a dry wit behind his fortune cookie maxims, that could only come from someone who’d seen the depth and breadth of the galaxy. McGregor carries the same twinkle here. Though his Obi Wan is much younger than the Jedi we meet in A New Hope, there’s the same unassuming wryness that immediately distinguishes McGregor’s take on the character and makes him a clear highlight of the Prequel Trilogy.
When Obi Wan shows up on Kamino only to find that the cloners there are expecting him, McGregor plays his reaction as one of slight bemusement. As he bluffs his way through the rest of the encounter, from probing exchanges with the Prime Minister, to thinly-veiled insinuations to Jango Fett, there’s something there that’s missing from nearly every other Jedi we see in the Prequels — he seems to be enjoying his job, if only a little.
It’s a good setup for the character. While grafting a story of political procedure onto the franchise’s usual space opera tones didn’t work very well in Episode I, adding a film noir mystery for Kenobi to uncover melds surprisingly well with the Star Wars universe. The trail of breadcrumbs that lead him from a (somewhat bizarre) diner, to the cloning station of Kamino, to a firefight with Jango Fett, to the answers he was seeking on Geonosis, create one of the most satisfyingly-paced stories in all of the Prequels.
The other half of that divide-and-conquer strategy–putting Anakin and Padme together on Naboo–isn’t quite as successful, but it’s also not nearly as bad as the discourse would have you believe. The dialogue is, admittedly, truly awful. (“I wish that I could just wish away my feelings,” stands as one of the worst romance lines in film history.) But Christensen and Portman have some chemistry to help paper over their execrable lines. That helps make a love story that is somehow both underwritten and overwritten convincing enough, even when the dialogue (and in Christensen’s case, the acting) hobble it out of the gate.
♫ Today's the day the padewans have their picnic! ♫
The tale of Luke and Leia’s parents coming together still isn’t the greatest love story of all time. But in some ways, despite the facepalm-worthy, romance novel lines they spit back and forth at one another, there’s a plausibility to their hasty courtship. Anakin is young man raised in a sexless cult for the last decade, and Padme has lived the sheltered life of a diplomat in the public eye. Two people with those repressed backgrounds could legitimately think that this tortured, over-the-top, “But I can’t!” shtick is how love is supposed to work. It functions in the same way that Romeo and Juliet can prove far more interesting if you read it less as a story of timeless love and more as a pair of young adults experiencing strong emotions for the first time. Yes, Anakin’s creepy, and Padme’s feelings seem to turn on a dime, but for better or worse, that’s not a wildly off-base approximation of teenage affection.
The same goes for Anakin’s hastiness in bucking commands and abandoning his post in the name of doing what feels right. Attack of the Clones anchors itself around a sense of conflict within the young man who will one day become Darth Vader. He’s torn between Jedi chastity and his attraction to a childhood crush who’s suddenly, tantalizingly available. He struggles with the whispers and insinuations from Chancellor Palpatine that he deserves more than the Jedi have offered him on the one hand, and the dual encouragements and wrist-slaps from his mentor, Obi Wan, to strive for patience and self-control. Anakin wants to follow the Jedi code and become a great warrior and an ally of the Force, but it requires a self-discipline, a calmness of the soul, that he’s never been able to muster. The push and pull between the warring parts of him cause a tumult within Anakin that is, rightly, the thematic focus of Episode II.
That’s what leads him to Tatooine, a sacred place within the Star Wars mythos, in the hopes of quelling his nightmares about the mother he hasn’t seen in ten years. The familiar desert backdrop gives weight to Anakin’s efforts to solve a mystery of his own as he searches for his mom. The journey from Watto’s shop to the Lars homestead to the Tusken Raiders’ camp prove the most meaningful set of scenes in Attack of the Clones.
Their dramatization is far from flawless, but there’s some of that trademark Star Wars warmth when Anakin is greeted by his previously unknown step-family, and genuine tragedy when he returns to their home carrying his mother’s body. Maybe it’s the simple fact that Tatooine is one of the few settings in the film where the CGI is kept to a minimum, but that piece of his journey feels like the realest thing in Episode II, and maybe the Prequels as a whole.
"And I want to go home. But I am home."
Even with all the time and energy devoted to the film’s love story, the most affecting moment in Attack of the Clones comes in Anakin’s scene with his mother in the camp. While Shmi Skywalker was a leaden presence in The Phantom Menace, her reunion with her grown-up son as she lingers on death’s door is legitimately heartbreaking — a last, clarion call to a home already lost, slipping through the fingers of mother and child. This is the loss that eventually drives Anakin’s turn, that spurs his fear of losing someone else and inspires him to become powerful enough to stop it. In short, it’s a scene that Attack of the Clone had to nail, and it’s one of the few that it does.
The problems comes when Lucas and his team try to follow it up. Anakin’s various monologues — from his compliments-turned-gripes about Obi Wan, to his endorsement of dictatorship, to his confession to Padme about his Tusken slaughter and goal to gain power to stop death itself — are all completely lacking in subtlety. Instead of dropping quiet hints that the seeds of Darth Vader are present in this impetuous young man, Lucas ham-fistedly telegraphs the impulses that will eventually drive the character to a more malevolent guise, and Christensen is wholly incapable of elevating such drizzling material.
And yet, against all odds, what Lucas is trying to do with Anakin is comprehensible and even admirable here. Although Anakin is certainly whiny, childish, and petulant at times, so was Luke, and to be frank, so are a lot of teenagers. Anakin’s responses to these situations are immature (and poorly-written) but there’s a strong idea at the core of his reaction. Anakin’s always had more talent than sense, always been able to solve any problem, with pluck and self-confidence alone. When he confronts the ultimate unsolvable problem, the curtain of death, it wounds him. Here and now, he declares his refusal to be bound by that universal stricture, and it forms the root of his downfall.
The execution of these ideas are lacking. There’s no denying that. But it’s a story worth telling, with a complexity belied by the “hit the audience over the head” method by which Lucas tries to convey the opposing and ultimately self-destructive impulses within the young Skywalker.
Finally! The perfect way to calibrate the RGB settings on my T.V.!
Unfortunately, from there, Attack of the Clones all but falls off a cliff. While the worst parts of Episode I took place in the early portions of the film, until it settled into a middling (if less overtly awful) conclusion, Attack of the Clones reverses this arrangement. The first half of Episode II features its best action scenes. It develops Obi Wan as a formidable but charming character in his own right. And it explores, however clumsily, the relationship between Padme and Anakin and the internal conflicts within Anakin that will one day drive him to darkness.
The second half, on the other hand, quickly gives way to empty action sequence after empty action sequence, which, like the better elements of The Phantom Menace, have the occasional neat moment or impressive visual, but ultimately fall flat because of a lack of emotional investment. As soon as the movie shifts to Geonosis, Attack of the Clones ceases to be a character study or an adventure story and instead turns into a nonstop series of utterly stultifying action climaxes.
From the overlong, pointless escapades in the droid factory, to the battle between the Jedi and the droid army, to the arrival and attack of the Clone Troopers, to the pursuit and skirmish with Count Dooku, the back half of Episode II is nothing but ups, with almost no chances for the audience to regroup or cool down. There’s a fleeting cool factor to seeing a swarm of Jedi roar into battle, or to watch Anakin and his enemy swing their weapons through the darkness in close-up, but soon the endless fireworks become exhausting static.
The back half is also where the film’s thoroughly painful visuals fully come to the fore. In less bombastic scenes, the preponderance of green screen compositing and uncanny valley issues are mitigated by the human actors put into focus. But as Attack of the Clones brings out its titular not-quite-stormtroopers, unleashes them upon a flurry of battle droids and winged insects aliens and lightsaber-wielding Jedi, the whole thing turns into an unreal ball of mush.
Legally, this qualifies as an assault on the human eye.
At best, Lucas can charitably be said to be aiming for the fog of war here, something that, whatever its other faults, Rogue One accomplishes much better. But at worst, this is little more than technological self-gratification, a torrent of weightless special effects that don’t stand the test of time and which, worse yet, break the dwindling sense of reality within the film, even before the terrible droid puns and the flipping green Jedi appear. Whatever credit Episode II gains from its early improvements, it loses in that bewildering CGI morass that eats up the last hour of its runtime.
Even in that exhausting last reel, it’s obvious where tighter or more ruthless editing, a script doctor like Carrie Fisher herself, and some hard creative choices could have made Attack of the Clones a solid, if not sterling, outing for Lucas’s embattled franchise. The pieces are there, from well-meaning attempts to define the Skywalker saga’s key character, to finding something exciting and worthwhile for Obi Wan to do, to even crafting a political conflict that is both comprehensible and compelling.
The worst thing about The Phantom Menace is that it’s practically unfixable. Its flaws are so deeply rooted, so intrinsic to what Lucas aimed to accomplish, that the only solution is to start again from scratch. The worst thing about Attack of the Clones is that, like its protagonist, it’s deeply flawed but still savable — a few drafts, a few edits, a few better choices away from something that could have been much much better. The inveterate Star Wars fan is apt to seem like Obi Wan evaluating his pupil when judging this film: seeing the immense power and potential on display, while lamenting the poor, avoidable decisions that let it fall so far.
