Last month, our fearless Star Wars rewatch team—Ian, Zach, and Gretchen—faced The Phantom Menace (TPM), and came out mostly unscathed. This month, against our better judgement, we checked in with Star Wars Episode II: Attack of the Clones (AotC). Most of us survived with our sanity. One of us may have developed a drinking problem.
What were your feelings on the movie going in?
Ian: My thoughts going in are… God, I hate this movie. I didn’t remember TPM with nearly as much disdain. Sure TPM is non-essential to the saga, but at least it’s mostly fun to watch. I had the feeling I was going to hate every minute of Attack of the Clones. Whiny Anakin, unconvincing “romance”, all the talking, sitting and talking, standing and talking, dumb action, bad droid comedy. This movie… agh. This one more than TPM was what convinced me that the prequel trilogy (PT) was broken. After this, I did not look forward to Episode III at all. But, all that said, I still wanted to give it a fair shake this time around. TPM surprised me a little, why not this one too?
Gretchen: I’ll be honest, the only thing I remember about this movie is “I hate sand” and “I call it aggressive negotiations”. Oh, and the weird aliens with the long necks in the place that looks like it came right out of a music video from the early ‘00s. Given that most of my only memories are of the poorly written ‘romantic’ dialogue, I had very low expectations going back to watching AotC. Like, my bar was literally on the ground.
Zach: I despise this movie, not because it is bad, because it is, but because it throws away a mountain of potential. The romance had all the chemistry of oil and water, the dialogue was overwrought and insulted the audience’s intelligence, the characters were never where they should have been, the plot was even more overloaded than TPM. I think a shorter list would be what does work in this movie. The only good things it has come in the form of the fan interpretations.
What did you think of the characters?
Zach: Where do I begin with this movie? Everyone is an idiotic dipwad with one notable exception.
Ian: Nute Gunray is still the biggest dumbass of all time, but yeah, nothing anyone does makes any sense in this movie.
Gretchen: I still don’t even understand why Nute Gunray was even in here, other than that he’s the only character with any reason to stage a poorly planned and poorly executed series of assassination attempts on Padmé. Who is the best character in this movie, btw.
Zach: Padmé is perfect. She does nothing wrong. I need every one of the PT movies rewritten so that Padmé gets a better deal than what she got in these movies. First of all, her courage and selflessness is back on display. For some reason a hyper-advanced, galaxy spanning civilization needs its legislators to be physically present to vote, so Padmé shows up on Coruscant despite the danger to her life. She brazenly arrives in a gleaming starship rather than sneaking in, even though she does use a decoy as a precaution. Then, when the Jedi insist that she go into hiding, she fights them the whole time and insists that her place is on Coruscant.
Ian: I’d like to take a second to point out one of the weirdest lines of dialogue, and it is one of the first ones in the film. When Padmé’s decoy is blown up, and with her dying breath she laments, “I’ve failed you, senator…” Failed how? You were there as a decoy. Seems like you did exactly what you were supposed to do. This is a small point, but it is indicative of how little thought went into what people say to each other. Characters seem to jut say things as if they were androids trying to approximate human behavior. None of it is logical. She should have said something like “Go, senator. Don’t be sad for me. Do what you were meant to do.” Anyway, as you were.
Gretchen: I second the complaint, because Padmé and her handmaids are freaking awesome and tragic. We get these tiny hints from Padmé later on that she basically grew up with the girls that became her handmaids. These are her friends. And like, she gets all of 2 seconds to grieve where Anakin’s pain is basically the reason he goes evil. Padmé has to sublimate her feelings the whole franchise, and she manages to be the most selfless, courageous, and compassionate character of them all. Basically, she’s a better Jedi than the Jedi.
Zach: Exactly. When Anakin feels the need to go help his mother, Padmé drops everything to go help. When Obi-Wan is in trouble on Geonosis, she insists on going to help, despite the Jedi Council instructing her to stay out of it. There can be two interpretations of this. One is that Padmé knows that the capture of a Jedi, who basically serve as the attack dogs of the Republic, could set off an already delicate political situation. The other is that Padmé sees that Obi-Wan is the only family that Anakin has, and that to lose him would leave Anakin completely alone.
Ian: Anakin does point out that Obi-Wan is like a father to him at least twice. We get it. You’re super close. Ever heard of “show, don’t tell”? Poor Padmé having to deal with these two.
Zach: On that note, I would love to point out that Padmé is a partisan for peace. So often in pop-culture we see that the only good politicians are the ones who prefer action and when pushed to a breaking point will utterly annihilate their opponent. Padmé is different. She knows the horrors of war, she has seen it wrought upon her own world. She always advocates for peace, even against her enemies.
The worst thing is that most of Padmé’s scenes were cut. All that background information about her family, her political positions, it was all cut. Perhaps it was too much talking, but these scenes had valuable information that would have made us care more about these characters. Those scenes should have been retooled and their content included, not just cut.
Ian: Somewhere there has to be a supercut of all the best Padmé moments. Someone find that and post it in the comments. It has to be better than this.
Gretchen: She definitely feels like more of a hero than Anakin. Aren’t we still supposed to like him at this point?
Zach: Anakin was a hot mess in every sense of the word. Hayden Christensen tried his best, but he was a young actor given a terrible script and a hands-off director. It was a perfect storm. We get to see glimpses of what could have been a truly excellent character, but it was all waffled in the execution.
Ian: I don’t see any glimpses of anything. The only scene I get any sense of there being an actual character named Anakin Skywalker is the scene with his mom in the Sandpeople village.
Gretchen: Christianson is trying so hard to sell his lines. I don’t know if it’s a combination of the poor script or lack of direction, but so many times his lines come off as petulant rather than rash or impatient. He’s written like a 16 year old character, not an almost 20 year old.
Zach: From the start, I think Anakin was supposed to come off as awkward and dorky. He was raised by the Jedi and thus has no social skills. When he meets Padmé for the first time in almost a decade, the words tumble out and his attempt at flattery comes out as dopey and childlike.
Gretchen: Even that first line creeped me out. Idk how this was supposed to read as ‘dopey’ but telling a woman she’s beautiful ‘for a senator’ is just…weird. And it just got worse from there.
Zach: He has thought about Padmé every day for 10 years!? I don’t even remember the people I met when I was 9. When he stares at Padmé and she says it makes her uncomfortable? If he was giving her some half-lidded, love-struck-puppy kind of look, and if he got flustered when she called him on it, it would have been fine. Instead he leers and smirks like a freak job. He constantly undermines her on Naboo, in front of both her Queen and her family, and when they get to Padmé’s villa it gets even worse. Those blatantly sexual touches on her back? What exactly did Padmé fall in love with?
Gretchen: Like Kylie, the only way I can get through those scenes is to laugh at how ridiculous the ‘romance’ is. Like, this is supposed to be the basis for a healthy adult relationship? She tells him his staring makes her uncomfortable, so his next response is to fondle her and try to kiss her? Like. What. And then he blames her for kissing him (she blames herself, too), when it was the other way around. The narrative clearly prioritizes his interest in her over it making any kind of sense for Padmé. I don’t know whether to be angry at the blatantly sexist storytelling here or laugh hysterically. I choose the latter most of the time to retain my sanity. (Also, senators can’t have sex? What.)
Ian: Anakin is probably the biggest failure of the film. If this movie, and indeed, the PT at large are his story, then this is a huge HUGE misstep. It almost single-handedly killed the prequels for me. There is no reason to sympathize with this guy. Any innate goodness or friendship he has is informed. We don’t see him being heroic or awesome, just whiny and clumsy. We don’t see him being good friends with Obi-Wan, just combative and resentful. Not to mention Hayden Christensen’s wooden performance. Even when there is “witty” dialogue (or what passes for witty) the delivery is completely botched. I don’t know if he is a poor actor, because I’ve not seen him in anything else, or if he was poorly directed or what, but it’s impossible not to notice how bad he is.
Gretchen: I think with Christiansen it is a combination of poor writing, lack of concrete direction, and being a young actor. I’ve seen him in other things since the PT, and he’s actually a pretty good actor. Ewan McGregor’s Obi-Wan outshines him, though, especially when it comes to witty banter.
Zach: Obi-Wan was a complete jerk. Every opportunity he gets he tears Anakin down, and then he has the nerve to call his apprentice arrogant. He uses “my very young apprentice” as a way to put Anakin in his place at every opportunity. Sure, Anakin has strains of arrogance, and Obi-Wan is right to call him on it when it happens, but every other scene that they share is spent with Obi-Wan verbally haranguing the teenager who views him as a father figure, even after that teenager tries to rescue him. How are these two supposed to be friends?
Gretchen: It’s a flaw with the time jump, since we don’t get to see how Anakin and Obi-Wan have interacted for the past decade. I got more of the impression that it was kind of innate in the Jedi training regime for the master to ‘remind’ his padawan of his flaws as much as possible. Almost a militaristic drill sergeant mentality. Qui-Gon did it with Obi-Wan in TPM. The difference to me, honestly, is delivery. Neeson as Qui-Gon managed to make it sound like gentle chiding, whereas Ewan McGregor’s snarky tone of voice lends itself to it sounding hyper-critical.
Zach: Obi-Wan does have one sensitive moment with Anakin, and that is when Anakin confides in Obi-Wan that he is having nightmares about his mother. However, rather than referring him to Master Yoda, or telling him that through the Force a Jedi can sense the future, he just tells Anakin that it is a phase and it will pass. In fact, it is because of Obi-Wan’s guidance that Anakin’s mother dies; she was kidnapped at about the same time as when Anakin started having his dreams, and if he had left earlier she might have lived.
Gretchen: It’s a weird choice for the narrative, because it implies that there is some basis to Anakin’s belief that Obi-Wan is holding him back for no reason other than jealousy. But at the same time, Obi-Wan was canonically 25 in TPM, and he hadn’t taken the trials yet because Qui-Gon didn’t deem him ready. Anakin is 19, and he started training when he was older than Obi-Wan presumably was. So…Is Obi-Wan being reasonable or a dick? To me, the narrative seems to say both. Because yes, Shmi died because Obi-Wan didn’t acknowledge Anakin’s Force dreams. But at the same time, the kind of anger Anakin has toward the Tuskan raiders doesn’t come from nowhere. He really wasn’t ready because he is still not in control of his feelings.
Zach: It does not help at all that the two are separated from each other for most of the movie. Any reconciliation between the two that might have happened is a forgone conclusion. Obi-Wan is too busy playing Clue for the Jedi Council to pay attention to the child who has been placed in his care.
Ian: While we are talking about Obi-Wan, I’d like to point out his total inconsistency. Is he the cool-headed Jedi Master? Or is he just as impulsive and arrogant as Anakin? He leaps out the window after the assassin droid (a reckless move) and is rescued by Anakin in the speeder. I guess the Force told him it would all work out? Then after what feels like a half hour of playing Crazy Taxi, Anakin dives out of the car. “I hate it when he does that.” Oh really? Because you literally did that exact thing moments ago. I can imagine George Lucas chortling to himself with that little gem. Then after they land he says “Patience, use the Force, think.” Like that time you dove out the window? Who is the arrogant reckless one? I can’t– I just can’t with this movie.
Gretchen: The one saving grace with Obi-Wan is his sass. Like. He’s in danger? Flirt. He’s going to die? Bring on the sass. He’s kind of a jerk, but he’s hilariously snarky and kind of a drama queen. And I love him to death for that while also acknowledging his flaws. Because flinging around your Jedi mind control on random civilians whose life choices you don’t agree with? Dick move, Obi-Wan.
Whose story is this? (who is the main character?)
Zach: The story is supposed to be Anakin and Padmé’s love story. Obi-Wan gets very little development. As I have said before, the romance was botched by how Anakin’s character was handled. According to my readings, Hayden Christensen and Natalie Portman had fantastic chemistry during auditions, and that was why he got the role. Watching the outtakes of AotC, you can see it. It is a shame that none of that ever translated to the screen.
Ian: I don’t even know. Palpatine I guess? He’s the only one getting anything done. Saruman maybe? Oh, wait, for a minute there I imagined I was watching The Two Towers… if only.
Gretchen: I’m tempting to say it’s Padmé’s, if only because I’m a fan of “The Padmé Theory” (i.e., that she’s not really in love with Anakin but ‘took one for the team’ to keep an eye on him for the council who always knew he was a sociopath). It’s not canon, but she’s still the only one who really has an ‘arc’ in that she went from resisting being in love to accepting that it’s okay to be a politician and have an illicit marriage with a Jedi. It’s not a great arc, but at least it is one.
What worked for you?
Zach: Natalie Portman as Padmé Amidala.
Gretchen: Amen. Unlike TPM, where the gap between the actor’s age and the character’s age made me uncomfortable, there is literally nothing I don’t like about Padmé this film. Other than that she deserves better and her deleted scenes ought to have included.
Ian: I mean, John Williams is still the best at doing musical scores…
Gretchen: Yes! The use of music, especially to foreshadow Anakin’s turn and the evolution from Clone Troopers to Storm Troopers was excellent.
Zach: The late, great Sir Christopher Lee as Count Dooku. Originally he was supposed to be played as a cerebral villain, but once Lee was cast the character was rewritten as an homage to Lee’s prodigious fencing skills. Any time he is on screen, Lee is charismatic and classy, the perfect man to be the face of the Separatist Alliance. His moral ambiguity in his scene with Obi-Wan and a deleted scene with Padmé really sells the manipulative nature of the character.
Ian: Chris Lee is a treasure, and every scene he is in almost makes the rest of the movie worth it. Almost.
Gretchen: Only Christopher Lee can manage to sell a man of his age being able to keep up with not one, but two much younger assailants.
Zach: The end scene with Sidious and Dooku. Just a little confirmation that all of this is one man playing both sides for personal gain was excellent. The mood of the scene was also spectacular.
Ian: The Maker’s Mark Bourbon I started drinking at the hour-and-a-half mark…
What didn’t work?
Zach: EVERYTHING. Let us pick through this piece by piece, shall we?
Ian: Oh, please God… Do we have to?
Gretchen: To quote future Anakin: “Noooooooooo!”
Zach: The racist overtones of the Geonosians. At least it was only one racist stereotype this time.
Ian: Nute Gunray. How did he get into this movie? He had to have accidentally wandered on set. He has like two lines and they are both stupid. How is the Trade Federation not in shambles?
Zach: The plot against Padmé’s life was set up as the driving force behind conflict in this movie, but it magically disappears after the second assassination attempt. Jango Fett is supposed to be a badass, unrelenting bounty hunter, just like Boba will be after him. But Fett just gives up after his second attempt to kill Padmé fails. The only explanation I can think of is that Palpatine just wanted Padmé off Coruscant by the time the Separatist Crisis reached a breaking point; she has enough political clout to stymie any attempt by Palpatine to receive emergency powers or start a war (which makes his comments to Jar Jar really idiotic, especially if we are supposed to believe Jar Jar and Padmé are close work associates).
Ian: I’m honestly not sure if they were actively trying to manipulate Jar Jar, or if the acting was just that bad. “Dellow Felegates!” oh, ho ho, good one, George.
Gretchen: Why is Jar Jar even still in this franchise after the mess he was in TPM?
Zach: The clone army is cool, but the fact that the Jedi and the Republic are willing to ignore the fact that no one knows why a rogue Jedi Knight just bought a clone army? No one was remotely suspicious? This topic gets addressed in The Clone Wars, but it is just such an idiotic premise to begin with.
Gretchen: The non-chalance with which the Jedi Council accepts both the premise of one of their own ordering a clone army and using it themselves kills me. This is an order supposedly about peace and suddenly it’s “One of ours ordered millions of clone troopers? Nbd, let’s use them to fight this shadowy menace”. It’s like Sifo Dyas was the Wacky Uncle of the bunch that they suddenly realized had foresight.
Ian: That whole point of Master Sifo Dyas ordering the clones leads nowhere and is just confusing, so I ignored it. The first time I saw it I thought it was maybe Count Dooku’s Jedi name, but then they say he’s dead or something. Information like that in a story is like a brick in a suitcase. You pick it up and carry it with you. The suitcase is already so damn heavy, why do we have to pick that up for it to go nowhere? I’m still carrying it, and I want to cry, but it would water down my drink.
Zach: Why would the Geonosians try to execute a Senator and two Jedi (one of whom is a TEENAGER!?) unless they were deliberately trying to start a war? Is diplomatic immunity not a thing? Do they WANT to start a war?
Gretchen: I mean, the only reason Nute Gunray was pulled in to this plot, I think, is to avoid the implication that the Geonosians were behind the assassination attempt. Fett was working for both the Geonisians on the clone project and separately with Dooku/Tyrannus (a name that makes me think of a dinosaur) and the Trade Federation. It makes a modicum more sense, but barely.
Ian: How about everything to do with C-3PO and this movie’s unfortunate attempts at comic relief. How did an episode of the 80s cartoon Droids get into this movie? The whole droid factory sequence is painful to watch beginning to end. I feel like I’m supposed to feel something here, but what is it? Suspense? Humor? Complacency? Thirsty? Speaking of… *pours another glass*
Zach: Speaking of, the Jedi rescue scene on Geonosis. As Mace Windu says, Jedi are “… keepers of the peace, not soldiers.” We have also seen that Jedi are not above sneaky tactics. It seems awfully “soldier-y” to march 300-ish Jedi into an arena to just rescue three people. It would have been better to send in a small, stealth team.
Gretchen: Ah, but then we wouldn’t get the all important conveniently sexy, midriff-baring clothing rip of Padmé’s suit.
Ian: This movie is what happens when important matters of state are left to a bunch of space hippies with swords. They pretty much admit they don’t know what the heck is going on, but still fumble around the galaxy acting all important. “Begun, the Clone War has.” The hell does that mean, Yoda? Who decided it was going to be called that? Were you smoking a big “J” just now? Are you high? Yeah, a war has started, thanks to you clowns. Nice going, dipwads.
Gretchen: Most of Yoda’s dialogue annoys me. He’s basically Captain Obvious the whole movie. Unusual grammar doesn’t make a character sound smarter, Lucas!
Ian: Speaking of Yoda (and I can’t believe I’m going to bring this up, because I might cry for real) Yoda fighting with a lightsaber was possibly the most amazingly, bafflingly awful things this movie tried to do. It pretty much ruined the Yoda we will meet in Empire. The “Size matters not” Yoda, the “Wars not make one great” Yoda. It was so awesome how he was schooling Dooku with just his connection to the Force. I was actually excited to see Yoda being a badass. And then he whips out his little lightsaber and turns into a cartoon. I almost lost it right there in the theater. It’s so overwrought and nonsensical, I just can’t. I literally can not. That’s it. I’m done.
Gretchen: To quote my notes: “Yoda flying around is absurd; this whole movie is absurd”. I’m also cranky about the wasted potential to explore the generational rifts and conflict among the Jedi in the franchise: Yoda (trains)–> Dooku –> Qui-Gon –> Obi-Wan –> Anakin –> Ahsoka. Then you have both Yoda and Obi-Wan essentially attempting to restart their chain of tradition with Luke, only to die before they see its conclusion. Plus, Palpatine interfering on multiple levels (Dooku, Anakin, Luke). Like, this seems the perfect way to explore Jedi methods, training, and inter-generational conflict. But alas. Also, the PT pretty much make the Jedi into villains by the end when you really start to dig into it, or at least really huge jerks. Good job, Lucas.
Overall Thoughts
Ian: This is easily the worst movie in the saga. There is so much wasted potential here. Whatever fun action there might be is dragged down by baffling decisions in the writing, acting, and directing. It’s a directionless mess. Even more so than TPM, this feels like a half-baked idea someone put on screen. The few good scenes are almost not worth it. If you’re watching Star Wars for the first time, get this one out of the way, and never look back. Everything this movie tried to do the Clone Wars cartoon does 100% better. (On a side note, the Rifftrax for this movie is pretty great. It’s probably the only reason to even own it on home video.)
Zach: Attack of the Clones is like an undercooked cake; it has all the ingredients that it needs to be great, but it was taken out of the oven too soon, leaving it raw, runny, and unsatisfying. All the fancy icing on the outside cannot save it. The only good thing about this movie is the amount of fan-interpretation it allows. And that it sets up the far superior television series Star Wars: Clone Wars (released in 2003, is all on Youtube, and serves as a spiritual first season to TCW) and the film Star Wars: The Clone Wars.
Gretchen: I have mixed feelings. On the one hand almost everything about this is ridiculous, overwrought, poorly done, and patently nonsensical. The plot is a sieve, the ‘romance’ dryer than the sands of Tatooine, and the character moments few and far between. So why do I have mixed feelings? Because it’s so absurd that I laughed my way through it. It’s like a parody of itself. I watched it like I do 80s B movies (or even 80s C movies), and genuinely enjoyed how ridiculous it was.
Maybe it’s one of those “you laugh or you cry moments”, especially with the sexist undertones to Padmé’s arc (that get even worse in Revenge of the Sith). It’s awful, but I can’t help but like it, even if just in an “It’s so bad” kind of way. (Also, if you want another great parody, check out the Auralnauts spoof: The Friend Zone.)
Ian’s Score: 1- Abhorrent: Time in my life that I will never get back. Leaves the viewer with confusion as to why this was greenlit for production.
Zach’s Score: 0 – Abysmal: Send it to the spice mines of Kessel. Will leave the viewer with a feeling of inescapable melancholy and side effects of watching it have include the blinding of one’s eyes. This rating truly represents the Dark Side of the force. Though it would probably be a decent episode of GoT.
Gretchen’s Score: Is there a score for ironic enjoyment? No? Fine, I go with 3 – Nah: The beginnings of active avoidance. Leaves the viewer with mild discomfort and a hunger for something better.
If you survived this, then you’re through the worst of it. Join us next month for an epic lightsaber duel with probably some things that happen before it or something. It’s Episode III: Revenge of the Sith!
