Star Wars Movie Retrospective: Star Wars Episode II: Attack Of The Clones


episode II poster

“One day, I will become the greatest Jedi ever. I promise you. I will even learn how to stop people from dying.” – Anakin Skywalker

Anticipation for the second film in the prequel trilogy and the fifth Star Wars film to be produced was much lower than for the first prequel film. However, many found Star Wars Episode II: Attack of the Clones to be a better made prequel, although it’s not without its own faults.

According to the opening scrawl of the film, a distant galaxy is on the brink of a civil war. Under the leadership of the mysterious Count Dooku (Christopher Lee), several thousand worlds have begun to secede from the Galactic Republic. The Jedi naboo shipKnights, the guardian force of the Republic, are overwhelmed with handling so many insurrections and so the government wants to pass a law to create a standing army to help the Jedi. Senator Padmé Amidala (Natalie Portman), the former queen of planet Naboo travels to Coruscant, the capital of the Republic, to vote on the matter of creating an army.

Unlike other Star Wars films, Episode II begins on a quiet, furtive note as a Naboo starship escorted by fighter ships enters the murky atmosphere of Coruscant. The starship lands on a cloud-covered platform in the planet’s global city. But there is an ominous air on the landing platform since the senator has a price on her head. Just as the senator and her entourage walks down the plank of her starship, it explodes and she is killed. Fortunately, the woman that died was a decoy and the actual Padmé was one of the fighter pilots. The incident underlines the danger that she is in from the Separatist forces who want to keep her from voting.

Star Wars diplomats


She and other government officials, including Representative Jar Jar Binks (Ahmed Best) and Senator Bail Organa of Alderaan (Jimmy Smits), meet with Supreme Chancellor Palpatine (Ian McDiarmid) to discuss the coming vote. Palpatine is concerned for her safety and assigns two Jedi to protect Padmé.

ready for battleThe Jedi tasked are Obi-Wan Kenobi (Ewan McGregor) and his apprentice or Padawan Anakin Skywalker (Hayden Christensen). They last met Padmé ten years ago in the previous film when Anakin was a boy and Obi-Wan was himself a Padawan. Anakin is instantly infatuated when he sees the beautiful young senator, while she merely looks upon him as a younger brother.

Later that night as she sleeps in her room a drone outside her window dispatches poisonous worms into her room. The Jedi, who are outside her room standing guard, sense something is amiss and Anakin rushes in and kills the worms. As he does this, Obi-Wan spots the drone and throws himself out the window to grab it. He latches on as the drone takes him on a whirlwind tour through the crowded skies of the city. The drone is shot and destroyed, but Obi-Wan is saved from falling when Anakin shows up with a flying vehicle and catches him. They then pursue the female assassin (Leeanna Walsman) who shot out the drone and is fleeing in her own vehicle. Eventually the chase leads them to a bustling, street-level night club.


Inside, Obi-Wan dismembers the assassin before she can shoot him from behind as he has a drink at a crowded bar. Outside, he tries interrogating her, but she is killed with a poison dart shot by a distant figure who escapes in a rocket pack.

The next day at the Jedi Temple, the Jedi High Council gives Obi-Wan a new assignment, which is to track the assassin’s killer. Meanwhile, Anakin is to escort Padmé back to Naboo to ensure her safety. In her absence, Jar Jar assumes her duties.

On her home planet Naboo, the relationship dopey romancebetween Anakin and Padmé starts to intensify. Both have trouble denying their mutual attraction even though Jedi are forbidden to have romantic relationships. Frustrated, Anakin begins to berate his lot because he feels disrespected by the other Jedi. He also expresses jealousy towards Obi-Wan.

As the two star-crossed lovers exchange incredibly corny dialogue and frolic on CGI fields, Obi-Wan’s investigation directs him to the water planet Kamino. After he lands his spaceship amidst a raging storm on an above-water facility, Obi-Wan is greeted by its inhabitants. It turns out that the Kaminoans had been expecting him or at least a Jedi and tell him the order is ready. Confused, Obi-Wan plays along and learns that ten years ago, a Jedi named Sifo-Dyas hired the Kaminoans to grow a human clone army.

clones 2Obi-Wan is given a tour of the facility and he sees with his own eyes vast numbers of young and mature clones who are being trained and conditioned. He is told that the clones are being psychologically modified and trained to be more efficient and compliant soldiers. Then he is introduced to the Mandalorian bounty hunter Jango Fett (Temuera Morrison) and his young son Boba (Daniel Logan). Jango was hired by the Kaminoans to provide the genetic template for the clones who are all copies of him. As part of his payment, Jango was given his own clone to raise as a son, who happens to be Boba. Jango is instantly mistrustful of the Jedi and when Obi-Wan leaves their quarters he tells Boba to prepare to leave the planet.

Once the tour is finished, Obi-Wan goes outside in the tempest to report his findings to the High Council. Afterwards, obi wan and jangohe tries to capture Jango because he believes Jango is the killer of the assassin on Coruscant. He finds the bounty hunter, now donning a high-tech battle armor, on a landing platform by his ship the Slave I. The Jedi and the bounty hunter then engage in a furious battle that ends with Jango escaping into his starship thanks to some help from his son. Before the ship can leave the complex, Obi-Wan tosses a homing beacon on its hull.

On Naboo, Anakin has trouble sleeping; he keeps having disturbing prophetic visions of his mother Shmi (Pernilla August) in danger back in his home planet Tatooine. He can’t take it anymore and tells Padmé of his intention to rescue his mother. Understanding his pain, she decides to go with him.

anakin meets relativesAt the desert planet Tatooine, Anakin’s search leads him to the moisture farm of Cliegg Lars (Jack Thompson) and his son Owen (Joel Edgerton). He learns that Cliegg purchased his mother from her slaveholder, then freed and married her. But just a month ago, she was captured by savage tusken raiders and he was unable to find her.

The young Jedi heads off in a determined quest to rescue his mother. He finds her badly beaten in a tusken raider camp. Their bittersweet reunion is short lived however. She dies in his arms from her injuries but not before telling him how proud she is of him. Anakin’s grief immediately turns into an uncontrollable rage and he shortly takes it out on the raiders, killing everyone in the camp, including the women and children.

Meanwhile, Jango Fett unwittingly leads Obi-Wan to another planet, Geonosis. The Jedi learns that the planet is a hotbed of Separatist activity. Enemy ships are everywhere, as is dooku and othersa battle droid factory. Not only that, he eavesdrop in a meeting held by Count Dooku and several important Separatist factions who plot a devastating attack against the Republic with a huge droid army. Obi-Wan is unable to get a signal to Coruscant, but Anakin’s location is closer to Geonosis. He transmit a signal to Anakin so that it can be relayed to the High Council. He is just able to make a transmission before he is captured by droid soldiers.

Back on Tatooine, after he brings back his mother’s body to the Lars homestead Anakin goes on an enraged tirade and tells Padmé of what he did to the tusken raiders. She is naturally aghast at his actions, but feels sympathetic towards him. Shortly after his mother’s funeral, they pick up Obi-Wan’s report and see on the holographic message that he is captured. Anakin relays his friend’s report to the Jedi led by Yoda (Frank Oz), who intend to rescue him. Even though he is ordered to stay put, Anakin and Padmé leave the planet to go rescue their friend. Little do they realize that they’ll soon be embroiled in a series of fast-moving events that ignite the Clone Wars.


ground war attack of the clones

Star Wars Episode II: Attack of the Clones had a mixed reception from fans and critics. A large measure of that had to do with its unusual nature, which departs from the norm of a typical Star Wars film. Another important reason has to do with the poor performances and wooden dialogue, which nearly derail the film.

After the backlash of Star Wars Episode I: The Phantom Menace, director George Lucas was naturally hesitant to undertake another script. Nevertheless, he wrote a draft and brought in Jonathan Hales, a scriptwriter for The Young Indiana Jones Chronicles, to revise the script. Thanks to many revisions, there wasn’t a final script until a week before shooting began and it’s probably why the film’s dialogue is so clunky.

It’s easy to blame Hayden Christensen and Natalie Portman for their stiff performances, but the dialogue they’re forced to regurgitate didn’t help. Here’s a sample of the “epic romance” Lucas wanted to convey. Mind you, one of the film’s selling points was that it was supposed to be a grand romance in the vein of Gone With The Wind or Titanic:

Anakin: “I’m in agony. The closer I get to you, the worse it gets. The thought of not being with you…I can’t breathe. I’m haunted by the kiss that you should never have given me. My heart is beating, hoping that kiss will not become a scar. You are in my very soul tormenting me. What can I do?”

Padmé: “We live in a real world, come back to it.”

Ooookay. This makes Twilight seem like Shakespeare; hell, even high school plays are better written than this schlock.

more dopey romanceAs bad as the words are they might have been overlooked if not for the acting. This film proves beyond a doubt how much better the original cast is compared to some of the actors in the prequel. A careful, unbiased listen of the words spoken in the original Star Wars film demonstrates that some of the dialogue is as awkward as it is with this film. It’s just that the actors in those films were simply better and able to sell the script. Ryan Phillipe was a close runner up to play Anakin and in hindsight he might’ve been a better choice. Although he is a good back at tatooineactor (see his performance in Shattered Glass), Christensen fails to convey a heroic, dashing quality that was needed for the role of Anakin. Instead of being someone to look up to, Anakin comes off as a childish, whiny brat without any admirable qualities. If he was more heroic like Obi-Wan, the true unsung hero of the prequels, his fall from grace in the next film would’ve been more tragic, more poignant.

For that matter, what does Padmé see in this immature dweeb? She is an important political leader, yet allows herself to fall in love with this moody, sullen man-child. Instead of having a smoldering presence, Christensen’s Anakin comes off as creepy and stalker-like. Any sane woman would run away from this tool. What’s worse is that the two lack any screen chemistry together. There isn’t any passion, no heat when these two dryly speak their lines about their mutual attraction.

Even though the film’s centerpiece, the wooden romance, is a serious detriment to Star Wars Episode II: Attack of the Clones, it does have many commendable nuggets that salvage it.


For a film called Star Wars, it actually isn’t about a war, well a war does begin during its final act. In reality, dopey romance aside, Star Wars Episode II is a murder mystery with Obi-Wan playing the role of a gumshoe detective tracking down clues to a whodunit. It just so happens that his discovery leads to the eruption of a major galactic war. The space detective angle of this film was rather enjoyable and unique even though it turned off many who were expecting the usual fare. This may portend to the directions of some Star Wars spinoff films.

What sold this approach was Ewan dexterMcGregor’s performance because Obi-Wan came off as a relatable, average Joe type who can think fast and hold his own in a fight. A good example of this is the scene in the Coruscant greasy spoon diner as we see the easygoing banter he has with his old friend Dexter Jettster (Ron Falk), who points him in the right direction. The character of Dexter is an obvious CG creation, but it doesn’t matter. By the way McGregor behaved and spoke to this CG creation, it seemed as if he was actually shooting the breeze with an old friend. In this scene, we got to see Obi-Wan drop his stoic Jedi demeanor and be a regular guy. It added depth to his character, it’s regrettable that Lucas didn’t focus on him too much in the prequels. It should be added that for the most part, Obi-Wan was a quite capable Jedi in his battles with Jango Fett and against the droid army in the end.

slave one chases obi wanAnother divergence for Star Wars was that this film only featured one space battle–the cat-and-mouse chase scene between Obi-Wan and Jango in their spaceships at an asteroid field. It harkened back to that exciting chase at another asteroid field in The Empire Strikes Back. The chase scene in this film used an interesting sound effect where seismic mines from Jango’s spaceship don’t emit sounds when they explode. Instead the sounds come from the explosion’s shockwave. In a cellular world that features unrealistic sounds in space battles, it was a novel approach.

The main battles in the film were actually ground battles between armies of Jedi, clone troopers and droids. Unlike the limited ground battle we saw in Return of the Jedi, these Jedi fightbattles seemed epic and sprawling. At last, we got to see the Jedi in their glory cutting down droid troops with their lightsabers. The fact that many Jedi were killed was a good explanation as to why their numbers were limited from that point on. It was a big CGI fest that is fairly dated, but it’s still fun to watch all the goofy looking vehicles and weapons blazing away and witnessing Yoda playing the role of a seasoned field general as he led the clone army.

This brings up one of the most talked about moments: when Yoda fights Count Dooku. Some may complain about how silly Yoda looked but it was a hoot seeing this diminutive fellow pulling out a lightsaber and taking on his towering opponent. It proved once and for all that Yoda is a genuine badass and why he is so revered by other Jedi. While it’s true the lightsaber fight between Dooku and Anakin was rather limited, the final battle between Yoda and his former apprentice more than made up for it.

yoda vs Dooku


As far as villains go, Count Dooku was a breath of fresh air and that is due to Christopher Lee’s casting. It was one of the best that Lucas has made in these films. Although, Dooku had a limited amount of screen time (and a dumb name, as per custom with many Star Wars characters), he had a commanding, regal presence. Unlike Darth Vader or Darth Maul, as Darth Tyrannus, Dooku didn’t ooze evil. Rather he was charming with a dash of being falsely noble. The latter underscores that this villain uses deceit as his weapon. And he is a surprisingly agile and adept fighter, after all, he is responsible for dismembering Anakin’s right arm.

One thing that sticks with anyone cloneswatching the film to its conclusion is its ominous note. As Lucas concludes the film with images of thousands of clone troopers marching in place and getting ready for war. Those images are very reminiscent of goose stepping Nazis in 1930s Germany. The irony is that in this film the clones (and basis for the future stormtroopers) are seen as the heroic cavalry by many characters, while others are visibly displeased by what is happening. At the time of its release some opponents of then-President George W. Bush likened these images to the buildup to the Iraq War. An interesting observation that is given more merit in the next film.

attack of the clonesIn reality, given that this film delves into how the pivotal Clone Wars begins, it should’ve kickstarted the prequels. It feels more relevant to the overall Star Wars saga and makes the previous film superfluous. Honestly, the entire thing with meeting Anakin on Tatooine could’ve been done in this film’s opening then jumping ahead ten years later. On the other hand, George Lucas was still working out his directing kinks with the second film so who knows what the final result would’ve been. In any case, Star Wars Episode II: Attack of the Clones is a flawed film thanks to subpar performances and Lucas focusing so much screen time on a badly written romance. On the other hand, it has many great moments, particularly in the second half when the action starts to ratchet up. More importantly, the film covers certain key events, which set up the stage for the rest of the Star Wars saga.

José Soto


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