Just for some context, I’ve been revisiting the Star Wars Prequels. If you need some background on it, you can learn more with my thoughts on The Phantom Menace. Or don’t. It’s fine if you don’t care…I don’t care either.
Anyway, I rewatched The Phantom Menace and was pleasantly surprised by how much I still enjoyed it, so I gave Attack of the Clones another shot. And it’s…a little better than I remembered...I guess. I don’t know if the upper inflection is audible in your head as you read that, but it was definitely apparent in mine as I typed it.
After this most recent go, I’m going to say confidently that every Star Wars movie that had the George Lucas stamp of approval (meaning Episodes I through VI) has something of merit. He’s a talented and creative man, but one who also needs to be reined in and have talented people around to disagree with him. That being said, as many have pointed out, it’s interesting watching the Prequels (especially Attack of the Clones) and seeing what he does when he has no guardrails and can do whatever he wants since he’s the one paying the bills.
Similar to what I talked about with The Phantom Menace, I’m not going to claim that only the elite will appreciate how amazing this movie is, because frankly, that just wouldn’t be true. The film has some issues, but like I said before, I think the good parts of it shouldn’t be overlooked. That being said, there are some not-so-great things in this movie that are really hard to ignore.

Hayden Christensen’s performance is an immediate point of contention for a lot of people, or at least that was the case at the time of release. This is the case of an actor being right for the role, but having nothing to work with.
I’m glad that the internet has softened towards Christensen, because he’s a really great actor and can be charismatic when given the proper material. Shattered Glass came out a year later, and the difference in performance is almost night and day, because he’s fantastic in it. I also think he’s pretty good in Jumper. I know everyone hates that movie, but I always thought it was alright.
I actually came around to his performance in this a little more after reading Kevin Smith’s book, Silent Bob Speaks, which includes an essay he wrote about why it works for Vader’s story. I started off skeptical, but by the end, he made some decent points.
The gist of it is that Anakin is effectively a teenager, so he’s got all these hormones and heightened emotions, and due to the repressed nature of the Jedi Order, he doesn’t know how to deal with them. Combine that with the personal turmoil of the death of his mother and being forced to be one-on-one with his crush, the end result is his inevitable downfall and becoming Darth Vader. It's not executed perfectly, and Christensen's performance is still uneven, but it definitely made me see the story arc in a different light.
That’s actually why I became more forgiving about his dynamic with Obi-Wan in this entry. I know they badmouth each other behind their backs (a lot), but during this most recent rewatch, it seems apparent that this is a new development between them. When Anakin first talks back to Obi-Wan (very clearly trying to look cool in front of Padmé), Obi-Wan asking, “What?” doesn’t sound like he’s irritated. He sounds genuinely caught off guard by why Anakin is second-guessing him, and a later scene has him talking about how Anakin has become arrogant recently with his developing skills and powers. It doesn’t seem like they hate each other; it’s more like Anakin is acting out, and Obi-Wan doesn’t know how to handle it.
Other than that, some moments make their friendship feel genuine and show that Obi-Wan does care about him. For instance, when Anakin is talking to Jar-Jar and complaining about how Padmé has completely forgotten about him, Obi-Wan tells him to keep a lid on it, but still takes the time to reassure him that she did seem happy to see them.
Even when they’re in the elevator, and Anakin is visibly nervous to see Padme, Obi-Wan tells him to relax and is clearly having fun with how anxious he is. He even stifles a smile after Anakin reminds him how long it's been since he's seen Padme. I wish there were more moments where there’s less bickering between them (Episode III helped amend that), but I don’t think their relationship is as contentious as people say.

Since I was already talking about him, Ewan McGregor is great as Obi-Wan. Rewatching The Phantom Menace, I never realized how little he actually does. He’s just kind of around to deliver bad news and to be the nerd who tells Qui-Gon that what he’s doing is against the rules. Here, he’s way more confident and determined, which makes sense considering he’s gone from pupil to Jedi Knight.
That also makes him way more fun. One of the best parts of the movie is his brief interaction in the bar with the death stick dealer, where he uses the Jedi mind trick to make him go away (it’s made even better with the little smirk on his face after the guy leaves). And I always audibly laugh when they’re in the Coliseum on Geonosis, and Anakin tells him that they came to rescue him. Obi-Wan looks at his chained-up hands and sarcastically says, “Good job.”
That moment is made slightly better with the side-eye and embarrassed smile Anakin has before they talk, almost as if to say, “Oh, uh…hey, man.” For as much as people like to complain that the characters in these movies are one-dimensional and boring, it’s little moments like that that still make me like them, even if details like that are more from the actors' performances rather than the script.
What else…what else do I like about—oh! I genuinely enjoy the chase through Coruscant. I know some people take issue with it, but I think it’s fun. If you read my previous article—it’s fine if you didn’t, we can still be friends—you might remember that a problem I had with Coruscant in The Phantom Menace is how cold and lifeless it comes across, especially in comparison to the other planets. The speeder chase scene fixes that almost immediately. You get to experience the nightlife of the planet and see it from the characters' perspective. The buildings are engulfed in light and color (with most of the effects holding up surprisingly well) and the whole sequence has a ton of energy that the previous film lacked.
The flight also keeps the visuals varied, between the air traffic lanes and going through an industrial sector, and ending on the ground, leading to the bar. You really get a sense of geography and that the world isn’t just a bunch of tall buildings. I even think the banter between Anakin and Obi-Wan feels very buddy-cop-esque, especially when Anakin teases Obi-Wan by playing chicken with the other ship while they’re flying straight down. Between his laughing and Obi-Wan telling him to knock it off, it feels in line with where I would expect their relationship to be at this point.

Other than that, the Coliseum set piece is cool (though C-3P0's dad jokes are a bit much), and Jango Fett is one of the film's standouts, even if he has nothing to do after arriving at Geonosis. I like his fight with Obi-Wan and the ensuing chase and dogfight through the asteroids around the planet.
I also find it amusing how, in one conversation, Obi-Wan has better chemistry and a sense of rivalry with Jango than he does with any of the big three villains in the Prequels. That being Darth Maul, General Grievous, and Count Dooku.
Speaking of Count Dooku, here’s a question…why? Okay, maybe I should elaborate further. Why’s he in this? I know the literal reason why—they needed a bad guy with a red lightsaber to fight at the end—but his involvement in the story is odd to me. Growing up, I remembered him being way more important to the story, but rewatching now, he gets mentioned in the opening crawl, Padme brings him up as a potential culprit after her failed assassination attempt, and then he doesn’t show up until over an hour later. When he does show up, he doesn't do much.
He doesn’t even get a cool introduction; he just shows up, and the movie executes it in a way as if we, as the audience, already know who the character is. That’s where I think the Prequels screwed up with not having a singular overarching villain for the heroes to put a focal point to their problems.
If they had carried over Darth Maul and substituted him for Count Dooku, the lackadaisical way he enters the movie would be more acceptable, since we would already be familiar with him as a character. It would also add weight when Obi-Wan gets captured and they talk while he's restrained via force field. There would be a rivalry there, and it would add more drama to the scene.
To be clear, I’m not badmouthing Christopher Lee. I actually like his scene acting alongside Ewan McGregor, but I think that more has to do with them both being really great actors and somehow always managing to make the most of the material that’s given to them. Also, Lee’s epic booming voice immediately makes any dialogue sound so much cooler just by default. Seriously, if you have good speakers, his voice practically shakes the room.

I feel like Dooku should’ve been a red herring, or at least not have had an allegiance to Darth Sidious. Maybe have him learn about Darth Sidious being in control of the senate and him rejecting the Republic because he doesn’t know who to trust, even in the Jedi Order. Make him a tragic villain where he’s the bad guy, but it’s because his government left him no choice.
They hint at that when he talks to Obi-Wan, informing him that Darth Sidious exists and is a prominent member of the Senate. However, the movie later reveals that he is working with Sidious, so the question arises: Why would he tell him that? I don’t see how they benefit from informing the Jedi of their ruse.
The other major problem with the movie: the Anakin/Padme plotline. The love story in this movie is what drags it down hard. Actually, I wouldn’t even say it’s the story itself; it’s the cringe-inducing love dialogue that's the problem. I want to clarify that, because there are points when they’re just talking or flirting and it sounds pretty okay—I actually don’t mind the picnic scene—but then randomly they’ll talk in this weird pseudo-Harlequin Romance Novel speak and it sounds unnatural.
Because the dialogue is so stilted, Christensen and Portman lack genuine chemistry. I don’t blame the actors; I don’t think it’s their fault. It’s really just a case of what do you do with this material? I think their dialogue needed to be something more relatable and in line with Peter and Gwen’s dynamic in The Amazing Spider-Man movies. Say what you will about the movies themselves, but those two had great chemistry together and the dialogue reflected that.

Something people often take issue with is the forbidden love angle tied to Jedi not being allowed to date people. It's honestly never bothered me. Considering the Jedi are essentially monks—when they’re not space cops, or government officials, or soldiers giving orders to troops, or whatever the plot requires them to be—I can buy that being a rule. I do like how, even in canon, Anakin acknowledges the paradox that Jedi are forbidden to love, but are encouraged to have compassion, which feels somewhat contradictory.
Something that was surprising after looking into the production of the movie is that while it's the one that people most associate with George Lucas’ limitations as a writer—which he actively hates doing, so much so that he calls it “Bleeding on the page”—and it's the one with the most infamous lines, like the crowd favorite, “I don’t like sand” it's also the only chapter of the prequels where he had a co-screenwriter.
Jonathan Hales is his name, and apparently, he and Lucas were writing the script up until a week before they actually had to start filming. I don’t know how much of his input was involved in the finished script. I did, however, go down a weird rabbit hole where I found out he also co-wrote The Scorpion King alongside David Hayter, aka Solid Snake from the Metal Gear Solid franchise. I don't know if your life is better for now knowing that information, but I know mine is.
Another recurring complaint is the overuse of CGI as opposed to the use of sets. I can't disagree, but part of me thinks its interesting just because it makes it feel more “of its time”. People complain a lot about how it should be real and dirty and use mostly practical locations and effects like the original films, and I get it. However, at the same time, the original films only did that because they utilized the technology and resources available at the time. The technology advanced, and Lucas wanted to play with his new toys. It doesn’t always hold up (the Jedi temple interior and the facilities on Kamino immediately come to mind), but at least he had Star Wars walk, so something like Sin City could run.

Something I’ll give this film and George Lucas credit for is that he stuck to his guns with his vision of the world he set up in The Phantom Menace. By modern Star Wars standards, after the hostile reception from fans, he could’ve gone back to the drawing board on what he set up and tried to eliminate everything people hated about the first film, but he chose not to. Though he did severely cut down Jar-Jar’s screentime, and I don’t think anyone complained about that.
There are aspects of this movie that I think are flawed and could’ve probably benefited from Lucas having more time in the screenwriting stage—or just having someone else do it for him. The conveyor belt action scene feels tacked on (especially when you know that it was a last-minute idea), and I’ll go on record saying this film probably has the weakest climactic lightsaber duel of all the core Star Wars films, just based on execution and any sense of rivalry between combatants.
That being said, as others have pointed out, it is interesting to see a massive budget film that’s one filmmaker’s idea that he was able to bring to life. I think an argument could still be made that this is still probably the worst Star Wars movie, but even if people call this film a failure, at least they’d have to admit it’s an ambitious one.
Star Wars: Episode II - Attack of the Clones is available to stream on Disney+.