I can still remember the feeling. As a teenager, I was excited to be with my friends waiting in line to get into the theater to see Star Wars Episode II: Attack of the Clones. It was a different time then – you were not able to reserve seats on an app. Forgive me a bit of nostalgia about the good old days.

We had done the same thing for Episode I three years earlier, of course. In fact, I still remember THAT like it was yesterday. We convinced my mom to take us to the theater on the fourth floor of the Mall of America on a Tuesday night to see The Phantom Menace at midnight.

Not only would I get to see a Star Wars movie in a movie theater for the first time, but I would be one of the first people to see it. It was amazing.

Like with the general fandom, Episode I divided my group of friends severely. Great debates ensued. I was on the side of it being good. The opening sequence was fantastic, Jake Lloyd was just fine as a very young Anakin, and the third act is phenomenal with an amazing score. I’ll still die on those hills today.

The Anticipation Was Real

Needless to say, my thoughts weren’t exactly in the majority. But, we all agreed, there’s no way Episode II would be so divisive. How could it be? We were about to start getting into the story everyone really wanted to see. The beginnings of how Anakin Skywalker fell to the dark side and became Darth Vader. Probably even some Clone Wars too, which we had all been pining for since we first heard of them in Episode IV. There’s no way this could be screwed up. We were so excited.

So, here we were again, waiting in line to get into the theater at midnight and dork out over the greatest movie franchise ever made. The excitement was palpable. When “A long time ago, in a galaxy far, far away…” came on screen, the theater erupted in cheers. Lightsabers were waved by people in front of me. This was going to be the dark, middle entry that reminded us of The Empire Strikes Back.

Three hours later, I wasn’t sure what to think. Once again, my group of friends was divided. But this time, I was in unfamiliar territory. I was one of the ones who didn’t like it.

20 years later, I am still torn on Attack of the Clones. With that said, I think it’s safe to say that I appreciate the middle installment of the prequels a lot more now, though.

I love pretty much everything Star Wars, so when I say that Attack of the Clones is my least favorite movie in the Skywalker Saga, that’s not to say I don’t love it. I just love it less than some of the others. The Rise of Skywalker gave Episode II a good run for worst on my list, but failed in the end. Like it did in so many other ways.

What Star Wars Episode II Does Well

Attack of the Clones does a lot of things really well, and provides some great moments in the Star Wars saga. As I watched the movie again recently, several things stood out.

First, every time I watch the Prequel Trilogy, I love the path that Palpatine takes over the course of the three movies. It really is some of the best, most subtle character writing of the trilogy. It almost requires stepping back and looking at the whole trilogy to really notice how Palpatine was manipulating everything in little ways at every turn.

We don’t get to see much of the budding relationship and mentorship between Anakin and Chancellor Palpatine. However, the little we do see does a good job of demonstrating that Palpatine has won Anakin’s trust and admiration. He has clearly been manipulating Anakin for some time when we see them together in Episode II.

As a result, Anakin and Obi-Wan’s relationship is strained, and that is portrayed well at most points. Despite the strong bond formed by being Master and Padawan, there is constant conflict between the steadiness of Obi-Wan and the impulsiveness and emotion of Anakin. By the end of the film, Obi-Wan’s influence is barely having an impact on Anakin – he has to desperately persuade Anakin to not abandon the mission to tend to Padme, and Anakin ignores Obi-Wan altogether when warned about attacking Count Dooku alone.

Because of all this, you can see the seeds being planted for Anakin’s eventual turn. Anakin displays so many dark side tendencies in Attack of the Clones that it can be argued that’s who he really was the whole time, and that his internal struggle was in trying to suppress those things to live up to expectations.

Anakin is quick to embrace emotion and acts impulsively, so his budding hidden romance with Senator Amidala works in Episode II. The dialogue and delivery of it, however, does not. The Anakin and Padme scenes in Episode II are some of the cringiest footage Star Wars has to offer. Yes, I’m including the Holiday Special and the Ewoks TV movies. Before you say I’m being ridiculous, go watch the “sand” scene again.

The Kamino sequence, with Obi-Wan investigating a mysterious planet and discovering that a clone army is being created by the Kimonoans at the behest of Jedi Master Sifo-Dyas, stands out as one of the best of the film. The world of Kamino is brilliantly created and visualized by George Lucas, and the confrontation between Obi-Wan and Jango Fett is a great moment.

Finally, Yoda with a lightsaber. Getting to finally see Yoda in action against Count Dooku, his former Padawan, was one of the most crowd pleasing moments of the prequels. There was a round of cheers in the theater when he ignited his lightsaber to challenge Dooku. Though it must be asked, what does it say about the most powerful Jedi in the universe that his Padawan turned to the dark side?

That is just one of the small things in Episode II that, when you stop to think about the details, make the movie one of the weaker entries. There are, however, plenty of other reasons this is the case too.

I know we got the fantastic Clone Wars animated series later, but I personally would have preferred to see more of the war in Episode II. As far as the films are concerned, most of the Clone War happens offscreen. We see the very beginning of it in Episode II and the very end of it in Episode III. My personal preference would have also been to have Anakin turn at the end of Episode II, with Episode III then being about the Jedi’s desperate attempt to stop the Sith. But apparently George Lucas didn’t make his movies with only me in mind. Bummer.

The Weak Spots in Episode II

Three things keep Attack of the Clones from being as good as many other Star Wars films. The first is the dialogue. In some scenes, particularly the Anakin and Padme scenes, it is flat out poorly written. At its worst, it resembles fan fiction dialogue. The actors take some heat for delivery, but you can only do so much with what is given to you. Hayden Christensen was maybe a little over the top in his portrayal of Anakin as a moody impatient teenager, but I feel that’s exactly what Lucas wanted.

Well, he’s a moody teenager until he slaughters a village of Tusken Raiders after his mother dies. At that point, it has escalated a bit beyond moody. Anakin’s first reaction when faced with loss and pain was to tap into dark side tendencies and immediately act on them. This is the most extreme act in the film, but his anger and impatience are on display throughout.

Second, the pacing of Attack of the Clones just feels…off. Crisp pacing and smart cuts defined the Original Trilogy, and helped make them the success that they were. Cuts in Episode II at times feel delayed or prolonged, with a line of dialogue ending and us staying on screen for another 3-4 seconds before cutting away. This gives a start/stop feeling to the experience that is jarring at times and becomes noticeable when it takes away from moments where suspense should be building.

Finally, the middle installment of the Prequel Trilogy suffers from its ambition. Not ambition of story, or anything like that. Instead, Lucas was being ambitious in the technology of the day. He wanted to film the entire movie in front of a green screen. At times in Episode II, this looked fine. At others, it was so obviously not a real environment that it took away from the credibility of the film.

One of the best things about the Original Trilogy is that everything was “real”. Sets were physically built and everything had the look of a war-torn environment. Granted, Episode II is in the height of the Republic, but everything just looks too perfect. In addition, performing in front of a green screen for the entire movie had to contribute somewhat to the awkward scenes and dialogue at times.

Even 20 years later, Attack of the Clones is my least favorite Star Wars movie to watch. That’s not to say that I don’t enjoy it – I do. Just not as much as the others. If you are wanting to get some supplemental material that will help you appreciate Episode II more, check out the excellent Star Wars: Brotherhood by Mike Chen, set just after the conclusion of the film. It helps fill in some gaps that make Episode II feel more impactful.

In the end, twenty years later, I feel much like I did then when I watch Attack of the Clones. It is fun and it isn’t bad, but there is a lot of missed opportunity.

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