Welcome to the next installment of my series where I take a tongue-in-cheek look at the Star Wars films and share my occasionally weird opinions on them. Okay, they’re definitely not the weirdest opinions, but I frequently find myself disagreeing with people when it comes to Star Wars. It’s been a year since the first entry in this series, but with The Last Jedi on its way I thought it was time to pick up where I left off.

Last time I explained why The Phantom Menace was my least favorite, so this time I’ll share why Star Wars: Episode II – Attack of the Clones isn’t. Keep in mind that I don’t hate any of the films, but I do think it’s important to be able to acknowledge the flaws in things you enjoy, and to be able to make fun of those flaws. Without any further ado, let’s get into it. Spoilers for Attack of the Clones and bits of other Star Wars films follow.

First things first, Attack of the Clones is the silliest title in the series. I’m not trying to nitpick here as I’m actually going somewhere with this. The title should have played up the conspiracy plotline more, as that aspect of the film should’ve been given more polish and focus. This is what I’ve been saying for years; there are a lot of fantastic concepts in the prequels, but they’re not used to their fullest potential and get overshadowed by poor direction and writing. Lucas needed a good editor to focus this story and make it what it had the potential to be. When it comes down to it, Attack of the Clones is half a movie I like a lot more than The Phantom Menace and half a movie I like even less. The mysterious conspiracy, the clone army being badass, the action ... all that stuff is good, but then there’s this forced and somewhat creepy romance plot.

Now before I go deeper into either of the two major plotlines, let’s start at the beginning. The film starts off strong enough with the queen-turned-senator Padmé Amidala arriving on Coruscant. Within the first few minutes, her ship explodes on the landing pad and it’s revealed that Padmé pulled that whole decoy stunt from the first film again because somehow she knew her life was in danger, unless she’s so paranoid that she goes around using a decoy all the time.

So, long story short, it’s been 10 years since the events of The Phantom Menace and all that corruption in the Republic that was mentioned in that film has led to many star systems pulling out of the Republic and forming the Confederacy of Independent Systems, led by Count Dooku, a former Jedi who just happens to be the man who trained Qui-Gon Jinn. In all honesty, it seems like the Separatists have a pretty legitimate reason for wanting out, but it’s causing high tensions in the Republic.


The big issue of the day is the proposed Military Creation Act in the Senate, which will allow the Republic to form an army to deal with this whole Separatist situation since there are no longer enough Jedi around to maintain peace in the galaxy. Turns out Padmé is one of the leading opponents of the act in the Senate as she still has faith in diplomacy ... and yet she suspects the Separatists are behind her attempted assassination, which isn’t wrong, but it’s strange she would jump to that conclusion given she’s still such a firm believer in diplomacy.

So, Padmé gets placed under the protection of none other than Obi-Wan Kenobi and his padawan, Anakin Skywalker, at the insistence of Chancellor Palpatine. And here’s where things start to get a bit awkward with the dialogue. They’re trying to set up the romance between Anakin and Padmé, but it makes Anakin come off more as a creepy and obsessive stalker than anything. I think a simple fix here would have been establish that Anakin and Padmé have kept in contact over the past decade and are good friends instead not having seen each other since the events of the last film. It would make Anakin seem less stalkerish and would mean the film could spend less time setting up their relationship.


So after some dialogue scenes setting up for the romance, making some commentary on the politics of the galaxy, and establishing Anakin has nightmares about his mom, we meet the would-be assassin, Zam Wessell, a bounty hunter working with a cool guy in Mandalorian armor. More on him later. So Zam sends a flying droid with big poisonous centipede looking things that dumps them in the senator’s room. Our two Jedi heroes sense the immanent threat through the force and kill the deadly bugs. Obi-Wan dives out the window and grabs the droid, which flies away with the Jedi dangling. Anakin grabs a speeder to pursue and we have a fun speeder chase through the skies of Coruscant. It’s basically the Star Wars version of a car chase, and it’s rather enjoyable.

The chase climaxes with Zam’s speeder crashing and the two Jedi pursuing her into a club. Anakin searches around for Zam while Obi-Wan gets a drink and mind tricks a guy trying to sell him death sticks to go home and rethink his life, which is all rather amusing. Zam sneaks up on Obi-Wan, but his Jedi reflexes are too fast and she gets wounded. They drag her out back to interrogate her and Anakin gets mad, showing he doesn’t have good control of his emotions. Before they get anything out of her, our Mandalorian friend shoots her with a toxic dart before flying off.


This is where the plots diverge. The Jedi Council sends Obi-Wan to track down this other bounty hunter while Anakin is to take Padmé back to Naboo, discretely traveling as refugees to keep the killers off her tail. Anakin goes off to talk with Palpatine to get his help convincing Padmé to leave, and we can see the future emperor has his claws in the young Jedi, feeding his arrogance and grooming him to one day become Vader. Manipulation is his game. Meanwhile, Obi-Wan is chatting with Yoda and Mace Windu about being unsure of Anakin getting this solo assignment, citing his arrogance. Yoda mentions this is a more common trait amongst Jedi these days, including older, more experienced ones. Combined with Yoda mentioning at other points in the film that the dark side is clouding their vision, I think we’re supposed to get the point that something strange might be going on, but if that is the case, I think it could have been executed a bit better.

Back with Padmé and Anakin, the senator is rather upset that she has to leave before the vote. She’s been fighting hard against war and doesn’t want to leave when she needs to be there most. They chat a bit before Anakin starts bitching about Obi-Wan and then having more creepy interactions with Padmé. She even comments that the way he looks at her makes her uncomfortable. Again, this awkward, creepy way of setting up the romance could have been avoiding by having them having been friends already.

Anyway, they head off while Obi-Wan’s much more interesting plotline begins. After speaking with an old friend, he is able to trace the dart as being from Kamino, a planet populated by a race of aliens known for cloning. He looks into it in the Jedi archives based on the directions his pal gave him, but there’s no record of the planet even if the charts show that it should be there based on gravity and whatnot. The disturbing part is that only a Jedi could have done that, according to Yoda. Someone didn’t want Kamino to be found, it seems. So, Obi-Wan heads off to the planet’s supposed location to figure out what’s going on.


This sort of intriguing detective story we’re getting here is really cool, unfortunately there’s a whole other plotline. There’s more awkward romance scenes setting up the relationship between Anakin and Padmé that really drag things down. A lot of it comes from the horrible writing that gives us such gems of dialogue as “I don’t like sand.” Natalie Portman is a good actress and I do think Hayden Christensen is not that bad of an actor, the problem is the direction and writing for them in this film is so bad that their performances fall flat. Honestly, I think the romance plotline would have been decent if they did two simple things. Obviously, one is just to improve the writing to be less ham-fisted and awkward. The second is, as I mentioned before, to have a friendship established before the start of the film so we don’t have to spend as much time focusing on building their relationship. It would have been enough just to show the two realizing they had deeper feelings for each other now that they’re spending way more time together instead of having to build that up first. It also would have freed up more time to develop the conspiracy plotline further.

Meanwhile in the good half of the film, Obi-Wan goes to where Kamino should be and discovers the planet does exist after all. What’s more is that he’s expected. The clever man he is, he plays along to figure out what’s going on. I have to say Ewan McGregor’s Obi-Wan is one of the best parts of this film by far. Speaking with the prime minister of Kamino, Obi-Wan learns that former Jedi Master Sifo-Dyas, who died sometime around the events of the previous film, had commissioned the Kaminoans to create a clone army for the Republic. The original host for the clones is a bounty hunter called Jango Fett who lives on the planet, and in speaking with Mr. Fett (and meeting his son Boba who is an unaltered clone of Jango that was part of his payment and will go on to be a notable bounty hunter during the original trilogy), Obi-Wan learns that he was recruited by a man called Tyranus and not Sifo-Dyas. He also pieces together that he’s the bounty hunter trying to kill Padmé. He reports this all to the council, and they don’t know anything about Sifo-Dyas’s army, and they send him after Fett.


Obi-Wan engages Fett in an exciting fight that stands out as one of the better moments of the film. As a kid I used to rewatch Attack of the Clones a lot, starting from this scene because it was mostly great action from here on out. Fett manages to escape, but not before Obi-Wan manages to place a tracker on his ship. He goes on the follow him, but I think if we continue to follow my ideas for improving this film, this would have been a great time to look into Sifo-Dyas’s past and have the Jedi uncover more threads of the conspiracy to track down. As it stands now, it’s really just a name mentioned briefly and it didn’t get expanded until the final season of The Clone Wars animated series. There’s so much material around this conspiracy that could have made the film so much better.

Meanhile, Anakin’s having worse nightmares about his mom and decides he needs to leave Naboo to go back to Tatooine and find her. Padmé decides to go with him since it’s still his job to protect her. They go to Tatooine and Anakin learns from his former owner Watto that he sold his mother to a moisture farmer who freed and marries her. It’s on to the Lars moisture farm from the original film, aka A New Hope, where he meets his step-brother and step-farther, Owen and Cliegg Lars, respectively, as well as the droid he built as a kid, C-3PO. He also learns that his mother was kidnapped by Tusken Raiders, who killed most of the search party and left Cliegg crippled.

Anakin tracks down the Tuskens and gets to have a brief reunion with his mother before she dies in his arm. Giving into his anger, Anakin kills all the Tuskens in the camp, men, women, and children. Yoda can sense a disturbance in the force from all the way back on Coruscant, but only states that he senses that Anakin is in pain. So this is a great set up to show how Anakin is starting to go down the dark path, but they find a way to keep mucking it up. Anakin gets all pissy and rages about how Obi-Wan is holding him back and how he should be powerful and be able to stop people from dying, and he admits to killing all the Tuskens. The problem here is that Padmé is not completely taken aback by this and seems mostly fine with it instead. I think it would have been a better character arc to have Anakin feel more shame for his actions and decide that Padmé would hate him if she found out. He could choose to keep this a secret and his fear of her finding out could help push him to the dark side ... but no.


Now the film gets great from here on out. Obi-Wan tracks Jango Fett to Geonosis and they have a bit of a dogfight in the asteroids of the planet’s rings. It’s another fun action sequence that ends with Obi-Wan, realizing he’s outgunned, tricking Jango into thinking he blew his ship up, then following him down to the planet. Snooping around, Obi-Wan discovers a huge battle droid factory and a meeting between Count Dooku and the leaders of big corporations and other economic groups in the Galaxy, discussing a treaty to supply Dooku and the Separatists with a droid army to fight the Republic. This includes the Trade Federation run by Nute Gunray from the previous film. Part of getting him to sign the treaty involved the assassination of Senator Amidala as revenge for his defeat. Somehow the bastard avoided going to jail for the Naboo Crisis. Obi-Wan reports this to the council via Anakin since his long range communications were knocked out during the battle, but he then gets captured. While imprisoned, Dooku speaks with Obi-Wan in person. He flat out admits that the Senate is controlled by a Sith Lord called Darth Sidious to him in a play to try to get Obi-Wan to join him, yet he doesn’t believe him. Will touch more on this later.

Back on Coruscant, Yoda and Mace Windu, Palpatine, and several senators discuss their next plan of action. Master Windu decides to take as many Jedi as he can muster to Geonosis to rescue Obi-Wan and deal with the immanent threat of war. The senators decide that they could really use the help of the clone army that has supposedly been made for the Republic, but there’s still the issue of the divisive vote about whether or not to militarize. It is proposed to vote the Chancellor emergency powers in order to create an army ... and they get Jar Jar, now the junior representative of Naboo in the Senate to propose this. Basically, Jar Jar plays a big part in the rise of the Empire because of this. Jar Jar ruined everything. Part of me wonders if Lucas had it be his fault in response to everyone hating the character in the previous film.

Meanwhile, back on Tatooine, Padmé and Anakin decide to go rescue Obi-Wan since the rest of the Jedi won’t make it in time. They set out for Geonosis and bring 3PO for some reason. I know it would make sense that maybe Anakin would want the droid he built back, but at the same time I think it’s funny that they just sort of take him from the Lars family without so much as asking. Arriving on Geonosis, our would-be rescuers have a hell of a time navagating through the droid assembly line, avoiding deadly machinery. It feels more like an over the top video game level than an actual logicallly designed factory, but it’s an exciting action scene nonetheless. We do get some of the classic fun banter between R2 and 3PO here, but why does R2 knock 3PO off the ledge? I also find it strange that 3PO claims R2 is always getting into trouble even though this is the second time they’ve actually met and the first instance of him getting intro trouble that he has witnessed. Also the whole gag with 3PO getting his head placed on a battle droid body and a battle droid head getting its head placed on his body is kind of stupid.


In the end, Anakin and Padmé end up getting captured, leading to another dumb moment. Before they get wheeled out to their execution, Padmé confesses her feelings for Anakin. I get that you think you’re about to die and all, but this guy admitted murdering a bunch of women and children to you! Get some standards, girl. It’s a decent enough scene aside from that, and it could have easily been saved by my earlier suggestion of having Anakin keep those murders a secret.

Anyway, Anakin and Padmé are reunited with Obi-Wan and the three now face execution and what is basically a gladiatorial arena at the hands of some vicious and deadly alien creatures. Action abounds from here on out. Our heroes do well evading and dealing with the creatures, but then the droids get sent in. Luckily Mace Windu shows up just in time with the rest of the Jedi. It was such a hype moment when he ignited his lightsaber and it was freaking purple! I loved that shit as a kid since before then I only knew blue, green, and red lightsabers.


There’s a ton of great action as the Jedi cut through the droids, and damn the score for this part of the film is fantastic. It really amps up the excitement. Many Jedi are killed as the droids close in, and just when things are looking bleak, Yoda swoops in with the clone army! The Jedi are rescued and a large scale battle between the clone army of the Republic and the droid army of the separatists. There are many flaws with the prequels, but in scenes with clone troopers I’m all like “fuck yeah, clone troopers are awesome!” I know some people criticize scenes like this as just a faceless clone army vs a faceless droid army, but I personally love these large scale battle scenes.

Anyway, Obi-Wan and Anakin end up chasing Dooku down as he tries to make his escape and end up engaging with him. Anakin, pissed off about how many Jedi Dooku killed, foolishly rushes him and gets blasted back by force lightning. Looks like Dooku is now a dark side user now. Obi-Wan and Dooku proceed to duel, but Obi-Wan is defeated by Dooku’s superior swordsmanship. Just before Dooku lands the killing blow, Anakin jumps back in and saves his master. Obi-Wan tosses Anakin his lightsaber and Anakin gets a badass dual-wielding moment. Unfortunately, it’s not enough and Dooku cuts off Anakin’s arm and sends him flying backwards. Before Dooku can board his ship, Yoda arrives in time to stop him. In their exchange of words, we learn that Dooku was once Yoda’s padawan, which is a neat fact. But the real fun happens when they have their own duel. I know many people who didn’t like the fact that Yoda was jumping around and doing all these flips and shit in the fight despite being an old man who needs a cane, but I don’t have a problem with it. I think it’s cool, and I think it’s a reasonable explanation that Yoda can call upon the Force in battle to augment his strength and agility for a time. Realizing he can’t really win against his old master, Dooku uses the Force to knock over a column on top of Obi-Wan and Anakin, forcing Yoda to abandon the fight to save them, giving him the window to board his ship and escape.


And that brings us to the end of the film and some loose ends to tie up. Dooku arrives on Curscant and reports to Darth Sidious/Future Emperor Palpatine, revealing that Dooku is in fact a Sith Lord and the new apprentice of Sidious. There are a few things of note here. Dooku reports that war has begun to which Sidious responds by saying everything is going as planned. We also learn that Dooku’s Sith name is Darth Tyranus, which if you recall is the name of the man who hired Jango Fett to be the clone template. Things are not as they seem. I think this scene would have had even more weight if this whole conspiracy was given more attention in the plot than it actually was. Meanwhile, Obi-Wan, Yoda, and Mace are discussing things in the council chamber. They suspect that what Dooku said about Darth Sidious were likely lies, since lies are the way of the dark side, but they decide to keep a closer eye on the Senate just in case. Yoda also comments that a war has begun and that the dark side is shrouding these events. I think it would have been beneficial to also have them planning to look further into the mystery surrounding Sifo-Dyas and the creation of the clone army, and then to explore that more in Revenge of the Sith, which we will discuss next time. And to wrap up, Attack of the Clones ends with Anakin and Padmé getting married in secret on Naboo.

So that does it. That’s what I think of Attack of the Clones. This piece ended up being a lot longer than the one on The Phantom Menace, but there was a lot to touch upon. Overall, my takeaway from this film is that there are a lot of fantastic elements to it and it would have been great if it featured more of those elements. The saddest part of it all is that I think it would only take a few simple fixes to really make the film shine. Despite the serious flaws it has, particularly with regard to the way the romance was handled, the parts of Attack of the Clones I do think are great still manage to make it better than the first entry of the Prequel Trilogy. In the end, Attack of the Clones is half great and half terrible, and I rate it as the second weakest Star Wars film, but I still like it, flaws and all. Next time we’ll explore Episode III, and I’ll explain why it’s actually one of my favorite entries in the series. Until then, feel free to share your thoughts on Attack of the Clones below!

DisturbedShadow is a fan of video games and heavy metal music. You can can find more of his writing here and you can follow him on Twitter@DisturbedShad0w.