16 reasons Star Wars Episode II: Attack of the Clones is better than you think

Oh, Attack of the Clones, what is there left to say about you? You’re one of the “bad” Star Wars movies, but not bad like Phantom Menace bad, more bland and forgettably bad. To the casual viewer, you may be remembered as the one with the cringe-inducing romantic dialogue. To the more committed Star Wars fan, Episode II is still sandwiched between the Jar Jar Binks, Jake Lloyd, and cartoonish CGI-filled Phantom Menace and the darker, epic standout of the prequels, Revenge of the Sith. Well, it’s my personal view that Attack of the Clones gets a bad rap, so here are some reasons why I think it’s underrated and deserves some reconsideration.


1. The political plot is more thought out.

Instead of Palpatine’s convoluted political machinations in The Phantom Menace, which somehow involved trying to force the Queen to stay on Naboo and sign a treaty but also getting her to flee and call for a no-confidence vote, along with some kind of poorly explained tax and trade dispute, we get a simpler scheme. Palpatine just wants to use the Separatist movement to create a civil war to grab more power, and also wants to build an army.

2. Natalie Portman’s performance.

Freed from the need to be a monotone queen for most of Phantom Menace, we get a whole movie of Padme, rather than just the middle portion of it as in the last one. She’s more interesting to watch and the movie is better as a result.

3. Natalie Portman’s costumes.

They’re like a separate character all by themselves.

16 reasons Star Wars Episode II: Attack of the Clones is better than you think

4. Watto’s cameo.

Watto, that vague ethnic stereotype, whose action figure can’t really stand up on its own feet, who somehow was one of the best and most entertaining characters in Phantom Menace, returns for a funny cameo in Attack of the Clones with older Anakin. It’s the last time we see him on screen. Bye, Watto!

16 reasons Star Wars Episode II: Attack of the Clones is better than you think

5. Anakin and Obi-Wan adventuring together.

We were told what “great friends” they were in A New Hope, yet the decision to have Ani be a kid in Phantom Menace and the decision to insert the character of Qui-Gon Jinn in the backstory meant that they had little time together in Episode I. Although they split up for most of Clones, we at least see them work alongside each other for a little while.

16 reasons Star Wars Episode II: Attack of the Clones is better than you think

6. Jango Fett.

In a fascinating tale of fandom influence, an obscure character in the original trilogy with only a few lines became a massively popular phenomenon all his own. I’m referring of course to Salacious Crumb. Just kidding; I’m referring to Boba Fett, who due to his popularity was first resurrected in Expanded Universe books, and then was given a surprisingly cool backstory here in Clones. Jango Fett’s fight with Obi-Wan is great, and Temeura Morrison gives the character weight and presence.

7. Mace Windu.

Here, he’s given more to do than stroke his chin and say bad dialogue in bland, bored tones. Windu gets in on the action at Geonosis, fights Jango Fett and the Separatists, and gets to use his awesome purple lightsaber.

16 reasons Star Wars Episode II: Attack of the Clones is better than you think

8. It’s not just about the action.

Like with Empire Strikes Back, Clones, as the middle portion of the trilogy, is given time to settle down and not be as continually filled with action as the other two. We get some character exploration in the romance between Anakin and Padme (not so good) and get to see Obi-Wan do some investigative stuff instead of just fighting (which is the much better plot line). While there’s still a lot going on here in terms of the political stuff and Jedi Council scenes, it just doesn’t feel as rushed as the last chapter of the prequel trilogy. Some criticized the structure, with the last half hour to forty five minutes being almost nothing but action, but I liked the moments taken in the middle portion to slow things down.

9. A greatly reduced role for Jar Jar.

In a clear case of wisely responding to fandom, the overwhelmingly negative reception to Jar Jar’s role in Phantom Menace led to a much smaller, toned down presence here, where the character gets few lines but still plays an important part in the events shown.

10. Count Dooku.

As a character and main villain, Dooku is fun to watch here, due largely to the charm and charisma that Christopher Lee brings to the role. Where Darth Maul was mainly a cipher with some scary makeup and a gimmicky weapon, Count Dooku has wit and elegance, and a decent motivation, as a fallen Jedi frustrated with the corruption and ineffectiveness of the Galactic Republic.

16 reasons Star Wars Episode II: Attack of the Clones is better than you think

Sure, the character was somewhat sabotaged by the way he was treated in Revenge of the Sith, dispatched as an afterthought in a way that makes him look stunningly naive in retrospect, but that’s no strike against him here. (I’m excluding Clone Wars appearances in this discussion, because I haven’t seen enough of that show to know how the character is treated.)

11. Anakin’s “seduction by the Dark Side” arc gets the best treatment of the trilogy.

Whereas in The Phantom Menace, the character is too young, and in Revenge of the Sith, the arc is far too rushed due to the need to conclude the trilogy, and makes Anakin look far too stupid and gullible, in Clones we see an Anakin struggling with his own temper and chafing under external authority. The effect is marred by horrible and at times ludicrous dialogue, as well as a weak performance from Hayden Christensen (how much of that is due to the awful lines he’s given is a legitimate question), but it’s still something this film has over the other two.

12. Ian McDiarmid’s performance.

He’s effective at conveying Palpatine’s false sincerity while not ruining the effect by overdoing it. With the character he’s given, it would have been easy to go overboard, frequently winking at the audience. Instead, it’s a balance between the audience seeing the falsity without rolling their eyes at why the other characters in the movie around him wouldn’t.

16 reasons Star Wars Episode II: Attack of the Clones is better than you think

13. The “death sticks” scene in the Coruscant nightclub.

Three things make it great: the guy’s confused look during the mind trick, McGregor’s offhand, dry delivery, and the lines themselves. I like to imagine more going on that we don’t see, such as Obi-Wan casually using the Jedi mind trick in other trivial but beneficial ways. (“You don’t want that second order of cheese fries. You want to grab an apple and take a nice walk.”)

16 reasons Star Wars Episode II: Attack of the Clones is better than you think

14. The scene between Palpatine and Anakin on Coruscant.

It’s unfortunate that these two characters didn’t get more scenes together in the first two prequel movies, considering the importance of their relationship. I suppose it wouldn’t work in Phantom Menace because Lucas decided to make Anakin nine years old there. Still, we get this scene to show how Palpatine plays on Ani’s resentment and frustrations toward the Jedi, and uses flattery to get on his good side. Given this, the audience can extrapolate and assume that this is a pretty typical interaction between them. It would make sense that after an argument between Anakin and Obi-Wan for example, Ani goes to Palpatine for compliments and reassurance. Although the manipulation might seem obvious, Anakin is young and naive enough to make it believable that he doesn’t see it.

15. The Kamino scenes have a great feel to them.

From the stormy ocean exterior to the clean, shiny interiors, the foreboding music, and Obi-Wan’s uneasiness during his time there, everything about the scenes on Kamino just clicks with the viewer, and it has since my initial viewing of this movie in the theater.

16 reasons Star Wars Episode II: Attack of the Clones is better than you think

16. The Geonosis first encounter between Obi-Wan and Dooku.

The way this is staged is clever, with Obi-Wan suspended above, while Dooku circles around him and talks. This scene annoyed me when I first saw the movie, because I thought it was stupid for Dooku to give Kenobi so much information, just to assume that through mistrust he would reject it. It seemed too close to Bond villain territory, and spilling an evil scheme to an opponent just to gloat.

Now, looking back on it, I appreciate the scene, because I think Dooku just wants to sow mistrust, confusion, and doubt in Obi-Wan, doesn’t really care whether he’s believed, and also mixes truth with lies enough that he’s not exactly giving all his secrets away. It sets the stage for the Jedi to finally become more suspicious of Palpatine in Episode III, which by that time, is what Palpatine actually wants, so he can force a confrontation.

16 reasons Star Wars Episode II: Attack of the Clones is better than you think

The flaws of Attack of the Clones are glaring. The dialogue is frequently awful, especially in the romance scenes, and some of the performances are awkward and difficult to watch without squirming. In a smaller-scale, character-driven film, these flaws would sink it, but Clones is not that type of movie. As a fun, visually-driven space opera that fixes a surprising amount of things that The Phantom Menace got wrong, Star Wars Episode II merits another viewing from those who haven’t taken a look at it in a long while.

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