"Attack of the Clones" is a Great Star Wars Film

Yes, yes it is.

Star Wars Episode II: Attack of the Clones turns twenty years old on May 16 of this year. No Star Wars film is more openly reviled. Saying in a mixed group that you enjoy watching it is like announcing that you enjoy the taste of sawdust; you immediately get a quizzical reaction halfway between “what’s wrong with you” and “I’m ready to leave now.”

At this point the list of reasons for hating Episode II is almost more canonical than the film: the acting, the love scenes, the pacing, the acting, digital Yoda, the acting, the wooden dialogue, the labored exposition…and yes, the acting. When I mention the movie, most people go immediately to Hayden Christensen and Natalie Portman as an example of why they can’t watch without cringing. Yet I find that most of Episode II’s dismissive critics talk about its acting and dialogue like they are flaws they read about years ago, not something they have a fresh memory of experiencing. After realizing multiple times this is just how people talk about the movie, it occurred to me that AOTC has achieved a notable category in pop culture: it’s become a film that people know they’re supposed to dislike even if they don’t know anything else about it.

What’s most interesting to me is that the flaws of Episode II are treated in a way that the flaws of the other Star Wars films are not. Return of the Jedi is poorly paced as well; it has basically two sequences, the beginning and the end, and the 1 hour 45 minutes in the middle simply exist. If we want to talk about acting, Natalie Portman is clearly checked out in Revenge of the Sith in a way she was not in Attack of the Clones. And yes, every Star Wars film features dialogue that no professionally ambitious screenwriter would sign their name to, as Harrison Ford knew right from the start.

Episode II is certainly a flawed film. It has both aesthetic and conceptual mistakes in it and reflects perhaps more than any other Star Wars movie George Lucas’s idiosyncratic tendencies (which were wisely mitigated by the director of The Empire Strikes Back, Irvin Kershner, one of several reasons why it is justly called the best Star Wars movie).

But Episode II and the prequel trilogy as a whole deserve a reevaluation in light of Disney’s sequel trilogy. The Disney trilogy excels where the prequels are said to struggle: in witty dialogue, quick pacing, its stars delivering star performances. But the Disney films are utterly lifeless. They contain no joy or energy in themselves, depending solely on callbacks to older Star Wars stories to get whatever affection they can from the audience.

Attack of the Clones is the kid that got picked on in high school for being awkward and saying dumb things. It’s aged well because unlike the cool kids, it’s actually about something. Lucas was wrong to abandon physical effects and he leaned too far into literary cliches to describe Anakin Skywalker’s journey toward evil, but to this day Attack of the Clones is the Star Wars film that gives audiences the clearest and most interesting depiction of what the Jedi actually are. It’s a beautifully visualized film with a phenomenal villain. It’s a really good—yea, great—Star Wars movie.

What Are Jedi For?

The prequels are about the Jedi. That’s their main theme, and it’s actually a significant reason why many folks dislike them. The original series has Vietnam war, anti-establishment Boomer energy. They’re about hippie-looking freedom fighters sticking it to the man. The prequels, however, are about Camelot, or pax romana. The wooden, affected dialect that everyone in the prequels seems to speak in is Lucas’s version of Shakespeare. If you watch this very fun video of Lucas talking in 1994 about writing the prequel trilogy, there’s a part where Lucas refers to “doign research” and the camera finds a row of books that are all about ancient mythology and history.

Some of the source material for Lucas’s prequels.

The prequel trilogy centers on the Jedi and their relationship to the Republic and essentially recreates the classical, romantic narrative of Rome’s decline. One major disadvantage for Episode II is that it exists in kind of a narrative nowhereland between the film that gets to establish the world and introduce the major characters (Episode I) and the film that gets to show what happens to that world and characters (Episode III). This was not the situation that faced The Empire Strikes Back, which was in many ways even more climactic than the movie that followed it. Attack of the Clones exists more or less to simply bridge a gap: between the Jedi and Republic as they existed at each’s height of prestige and influence, and the apocalypse that destroyed both.

But in that gap, Lucas does something kinda brilliant. He keeps the focus almost exclusively (at least until the third act) on the Jedi, Obi-Wan and Anakin, and writes a story that shows audiences for the first and really last time in the entire saga what the Jedi are for. Anakin, of course, ends up a personal bodyguard of Padme. Yes, some of the movie’s worst moments come up here, but this pairing is an important depiction of how the Republic instinctively trusts and depends on the Jedi.

I’ve said before that I think most of the prequels’s flaws would be fixed immediately if Lucas had set the story later than he did, perhaps putting Episode I in the middle of the Clone Wars themselves and tying Darth Vader’s origin story more closely into the war rather than a forbidden love. But here again, Lucas is more or less trying to create a story that contains all the major themes of Western mythology. The six Lucas films are, like The Godfather, about one family, and how two distinct father-son relationships (Obi-Wan and Anakin, symbolically; Vader and Luke, literally) interpret a civilization.

Episode II establishes and depicts, in a rather refreshingly unhurried way, the father-figure dynamic between Obi-Wan and Anakin. This theme, by the way, is completely dropped in the Disney sequel trilogy, which pivots shamelessly to a Can’t-Hold-Me-Back-Anymore power princess motif and turns out laughably absurd. Watching Obi-Wan simultaneously mentor, contain, and parent Anakin is a really fascinating portrait of masculinity, and Episode II hints at the culturally provocative idea that a religious fraternity of warriors might be something other than toxic. Anakin clearly needs Obi-Wan, Obi-Wan clearly loves Anakin, and the galaxy clearly needs them both to be who they are.

Obi-Wan Kenobi, P.I.

Attack of the Clones also has what I think is one of the best subplots in the entire Star Wars saga: Detective Obi-Wan (to borrow a friend’s phrase). Obi-Wan’s pursuit of Padme’s would-be assasins is an extremely watchable, well executed piece of Star Wars noir. Several scenes in this subplot evoke the bigness of the galaxy in a way nothing else in any of the other films does. Sure enough, Obi-Wan makes contact iwth a mysterious, slightly shady friend on the streets who seems to know everything. His sleuthing takes him to one of Lucas’s best creations: Kamino, a clone-creating thunderstorm planet that probably deserves its own miniseries. All of this leads up to a marvelous fight sequence between Obi-Wan and Jango Fett.

Meanwhile, the other Jedi coughs out some infamous lines about how he doesn’t like sand, but ironically he fares much better when’s surrounded by it. When I talk to Star Wars fans about Attack of the Clones, almost no one ever mentions the scenes on Tatooine. That’s a shame, because they’re really good! I maintain that Hayden Christensen’s performance in Episode II, though much maligned, is actually quite a bit better than Revenge of the Sith. In that movie Christensen seems just completely unable to find the proper note. In Attack of the Clones, he’s more expressive, and the scenes on Tatooine are a subtle and compelling view into how a Jedi might fall into the dark side. In one particular scene, Christensen acts circles around Natalie Portman while delivering some pretty intriguing dialogue that helps us interpret something important from The Phantom Menace.

It’s said in Episode I that Anakin is too old (9 years old) to be trained as a Jedi. It’s not just that Anakin had already developed an emotional attachment to his mother that could stoke fear of loss in him. It’s that by the time Anakin is taken away by the Jedi, he’s already developed a moral logic to the world. If something is broke, and you can fix it, you should. The Jedi reject this way of living. Their doctrine is detachment, not involvement. Yet the tension at the heart Attack of the Clones is that the Jedi do not finally live by this mantra. They do not invest themselves personally in anything…except, as it turns out, in becoming soldiers for the Republic. Both the Jedi and Anakin are finally destroyed because they cannot actually live out their philosophy of Buddhist detachment from the world. Evil ends up being too strong.

For all the grousing about the sheer amount of political procedural discourse in Episode II (Roger Ebert called the film “the Republic covered by C-Span”), this is perhaps one of the most fascinating and salient themes in the entire prequel series. Do people who feel above the fray really get to be above the fray? Or do they tend to get manipulated by the proactively evil? It gets more even interesting when you realize that Lucas was raised Methodist but, like a lot of Boomers in the West, came around to something like a Walmart brand Buddhism (transparently the inspiration for the Jedi code). In Attack of the Clones you can see the tension between a Christian instinct and a mystical one. The Jedi are being played, Anakin has fallen in love, and no amount of conscientous dispossession can change it.

Saruman the Sith

Episode II gives pride of place to one of the saga’s best and most interesting villains: Count Dooku. If you believe the Lord is both sovereign over all history and has a sense of humor, then you are not allowed to think it’s a mere coincidence that the same year Christopher Lee portrayed Saruman in The Two Towers, he played another traitorious wizard in Star Wars. The parallels between the characters are so jarring it’s impossible not to suspect that Lucas wrote Dooku with Tolkien’s character in mind:

Turncoats are great characters in mythologies because they always shake our confidence in the system. Dooku knows everything is under Sidious’s thumb and that the Jedi are playing right into his hand. He also knows that Anakin is a loose cannon with very serious weaknesses. And Lee does an absolutely wonderful job evoking the confidence of a villain who knows that he’s already won.

One of the cinematic difficulties for the Star Wars saga is that the bad side is mostly impersonal. Vader personsifies evil in the original trilogy, but the rest of the time the good guys are fighting ships and robots. The Phantom Menace gives us the best lightsaber battle in the whole series, but again, the villains are either mostly mute acrobats (Darth Maul) or prune-faced bureaucrats (the Trade Federation aliens). Attack of the Clones supplies what’s too often missing: A villain with personality and conviction who is both dangerous and maybe right about a few things.

The Final Verdict

Look: Episode II is not a masterpiece of filmmaking. It has real problems. But it deserves a reevaluation, not least because the prequels themselves compare so well against the direction that Disney took the series. You may think Hayden Christensen is the worst actor in the history of forever. You may think digital Yoda should be a felony in 50 states. That’s fine. But Attack of the Clones is a movie that tells a coherent story using characters that matter and scenes that deepen our interest in the Star Wars universe. This is far, far better than a movie like The Rise of Skywalker, which exists merely to take money from an unsuspecting public.

The prequels are what George Lucas sees when he closes his eyes and thinks of Julius Caesar. They’re corny because everyone is speaking in Pliny. Get on your nerves? Totally ok! But that’s what he’s doing, and it’s intentional, and when you zoom out and consider the saga as a whole, it makes a lot of sense.

Rewatch it. You’ll see.