Redeeming Attack of the Clones – A 20 Year Reflection
- Glendon Frank
- May 20, 2022
- 19 min read
I have, blissfully, avoided talking about Star Wars for basically the past year or so.
Since May of 2020, the only times I have really talked about the franchise was when I got to gush about Visions (which is still the best Star Wars product since 2017) and when I briefly talked about some of my criticism of The Mandalorian in a piece on Disney+ that desperately needs a Part 2 now that all the Marvel stuff is out.[1] I’m honestly surprised that it’s been this long since I’ve really dug into the franchise, maybe because 2019 felt so oversaturated with it. Through my first year writing on Frankly Speaking I tackled trilogy format through the original movies, did a two-part character study of The Rise of Skywalker, and talked a bit about why I love The Last Jedi so much. Simply too many things to write about. And I had other ideas that I’m still sitting on! All of this is without mentioning the first fresh article I posted on this site – the 20 Year Reflection on The Phantom Menace.[2] I had been thinking for a while that I would probably come back and do a similar reflection on Attack of the Clones when the time was right. AotC is decidedly the Star Wars movie I’ve seen the least recently. The soonest I may have rewatched it was probably with a group about five years ago, and it was set in my mind as “the bad one” that I had no real desire to revisit it before this point. But still, there was a sort of curiosity that gnawed on me. I had gained some new appreciation for The Phantom Menace as a sort of hodgepodge action-adventure, whereas every rewatch of Revenge of the Sith seemed to hammer in how overwhelmingly dull and full of itself the movie felt. Where would Attack of the Clones fall?
Oh boy. Ohhhh boy. This is going to be a wild one.
First, I want to bring us back to where we left off in the previous reflection, with perhaps some new considerations along the way. When writing about The Phantom Menace, a lot of what I was considering was how the crew must have debated about how to reinterpret Star Wars in the late 90s. What did it mean to be Star Wars? At the time, The Phantom Menace didn’t really seem to have an answer. Star Wars was a fun action-adventure, but there wasn’t a lot of substance. It didn’t even seem to have the basic good vs. evil stakes of the Original Trilogy, rather it was dealing with weirdly complex political movers and shakers and shades of grey. Its structure was oddly segmented, at one point a children’s movie, at another point a senatorial thriller, like every planet brought in a new genre to explore. The scattered nature of The Phantom Menace leaves one feeling like it lacks substance, and lacks power. While each individual genre works fairly well, they don’t flow together. In particular, the fun “kids movie” aspects of the movie bump up aggressively against the dense political aspects. Kids weren’t going to be very engaged in trade disputes and the machinations of a would-be dictator, and the sort of people who are interested in that sort of thing aren’t going to be won over by a largely comic figure like Jar Jar Binks. Initial audiences were sort of confused. The hype going into The Phantom Menace was unmatched, but what they got was less of a grand return to Star Wars as much as a mixed bag that was at some times fun and exciting and at others dull and boring, or even awkward and embarrassing. Many didn’t quite know what to do with it – but maybe this one was just a fluke, and the next movie would be a grand return to form. Maybe the second act of this trilogy would be the one to win people over.
Does this sound a little familiar?
In a surprising move, many of the original reviews of Attack of the Clones are largely positive.[3] While critics were certainly frustrated with the clunky dialogue and romance, audiences were for the most part wowed by the soaring visuals and for the uniquely dark tone that Clones takes, especially in contrast to The Phantom Menace’s largely positive feel. Over time, however, the shiny luster of the CGI action lost its appeal and the flaws weighed on the movie with increasing heaviness. The sheer oppressive darkness of Revenge of the Sith and its fresh PG-13 rating overshadowed what was once hailed as Clones’ unique tone, leaving the movie with little special of its own. Since its release, it became a no-brainer that Attack of the Clones is the worst Star Wars movie in much the same way that Empire Strikes Back is almost unequivocally hailed as the best. After all, Episode II’s stilted dialogue and hollow action could not compete with the fun of The Phantom Menace or the tragedy of Revenge of the Sith, never mind with the legacy of the Original Trilogy. Even in the current rehabilitation of the Prequel movies, it feels like Clones is left by the wayside. The podrace and Duel of the Fates in Episode I have become almost as iconic as any Original Trilogy scene, and the Shakespearean aims of Episode III have left a permanent impression on those who grew up with it. It is in Revenge, after all, where director George Lucas’ commentary fully comes alive, as he is able to depict the fall of democracy that he has been building to in the previous two movies. But the majority of Attack of the Clones is a detective B-plot and a hacky romance. In theory, the only thing to really rehabilitate is the Battle of Geonosis. In theory.
Attack of the Clones is the first Star Wars movie that I remember coming out. Not in detail, but I remember the VHSes suddenly appearing in stores. I remember watching it for the first time and getting bored until the dinosaur-like monsters showed up. Mostly, I remember sitting on it over the three-year wait for Episode III to come out. Growing up, I was as unmoved by Anakin and Padme’s romance as anyone, but I think the rest of the movie largely worked for me. After all, there were a lot of “cool” things going on. A lot of the action set pieces – the speeder chase through Coruscant, the scramble in the rain over towering platforms, the whirling chaotic fight in the droid factory, the monsters in the colosseum – all these burned themselves permanently into my childhood imagination. So much of this movie forged my young vision of what was cool and exciting. Despite its tedious middle run, I recall watching it a lot as a kid, even using it as a comfort watch when I was sick or bored. But over time, like for others, the apparent lack of any real substance or theme led to the movie ringing increasingly hollow. After the initial excitement, there’s not a lot to come back for.
Rewatching it twenty years later, it’s immediately clear why this movie did not stick around in a lot of people’s consciousness. The first ten minutes are perhaps among the worst ten minutes of set-up I’ve ever seen. To start, there is a ten-year time skip between Phantom Menace and Clones – I know others have raised this point before, but it still seems baffling that this trilogy didn’t begin with Clones, rather than skipping all this time partway through. The presence of this skip along puts the audience on the back foot, trying to keep up. Padme is no longer queen; she is a senator. Obi-Wan is Anakin’s master, and they have ten years of history together. During this time, several systems have begun to drop out of the Republic. We aren’t told the motivations behind this separatist movement, only that it’s led by this figure named Count Dooku. At this point, we have no real reason to believe the movement is anything other than a political move, though apparently the Republic is now under enough threat that there is a vote in place to institute a galactic army. Our hero, Padme, is against such an army. In the film’s opening moments, there is an assassination attempt on her life, and she believes that Dooku is responsible. The reasoning is unclear – if Dooku is in charge of the Separatist movement, wouldn’t he be in favour of someone opposing the senate vote to create an army to stop him? In any case, the Jedi council dismisses her accusation, because apparently Dooku was once a Jedi himself. This is a lot of information about this Dooku character, who will not appear onscreen until a full ninety minutes later, by which time we’ve forgotten just about all of this.
These opening ten minutes could be an entire movie in their own right, but we blitz past them with some incredibly dense dialogue that the audience absolutely will get lost in. This density is a recurring problem throughout the movie; many scenes in Attack of the Clones move at a brisk pace while being dragged by how much information Lucas is stuffing into his dialogue, dialogue phrased in ways that generally feel artificial and inhuman. Clones is frontloaded with the intricacies of this political debate. While certain Marvel movies have made it difficult to seriously label franchise films with these kinds of genre labels, it's clear that Lucas is taking Star Wars into the arena of political thrillers. John Williams even has a unique theme for the conspiracy that underlays the events of the film! But because the movers and shakers are left so vague and unclear, it’s difficult to get invested in this mystery that Lucas clearly cares so much about. The audience is left to coast with the shaky plot and unclear writing until the action begins to kick off. After the speeder chase, the story largely veers away from the subject of the military vote, which would tempt one into thinking it was unimportant until it comes back around to being one of the most important things to happen in the world of this movie. But we’ll come back to the political dimensions of Attack of the Clones later on.
With would-be assassin Zam Wessel’s death, the story splits into two directions. A New Hope, and Star Wars as a whole, was spawned from George Lucas’ love of science fiction serials from the 30s and 50s, but no movie in this franchise bears its love for pulp classics like Attack of the Clones does. Obi-Wan’s plot plays out like a Dick Tracy detective story, sending him to a seedy retro dive and to distant backwater locales. Kamino feels like a sci-fi B-Movie come to life in the modern age, with its sleek white ovular designs and tall grey aliens. Here the mystery cracks open, filled with secret clone armies and hired bounty hunters. While Kenobi is living out a detective movie, Anakin and Padme are trying (and failing) to live out a classic Gone With the Wind-styled romance film. For Padme’s protection, they are sent to Naboo, which feels tailor-made for these kinds of soaring visuals. The duo is taken to dazzling lake-side retreats and by soaring waterfalls. The pretty aesthetics, however, lack any real sense of depth. No narrative throughline helps string together the Naboo section, and the “budding romance” between Anakin and Padme lacks the charisma or tension necessary to bridge the gaps. Some have suggested that the issue lay in expectations, that Anakin is written to be an awkward teenager, so of course his dialogue feels awkward! I certainly don’t think the problem is one of Hayden Christenson’s performance, rather there are core scripting errors that are irreconcilable. The issue is less “why is Anakin so cringey?” and more “why in the world would Padme fall for him?” When politics come up in conversation, young apolitical Skywalker appears to suggest a fascist dictatorship would be the best way to get things done. She laughs off the comment as a joke, but given Anakin’s future, it seems to be his honest belief. More than that, Anakin launches into diatribes about how she is the cause of his suffering and that he’s tormented by her memory. None of these are apparently red flags for her! Matters only get worse when Anakin slaughters an entire clan of Tusken Raiders and her only response is, “to be angry is to be human.” Girl, get out!
Luckily, we have all the action on Kamino to be cutting back to. There is a weird freneticism to the editing of Clones – scenes are short and only nudge the plot forward before jumping back to the other plotline. Thankfully, this keeps the movie feeling quick despite its 140-minute runtime. And once Kenobi’s plotline picks up, things become much more watchable. This movie reminded a bit of Tenet where all the intricacies of the dialogue felt like they were lulling you into a state of, “don’t pay attention to the plot, just vibe,” and the bits on Kamino and Geonosis live up to this the most. Kenobi’s pursuit of Jango Fett is electric, from a delightful brawl into a dazzling dogfight where Ben Burtt’s sound effects get to truly take the stage. Listening to this movie with headphones was fantastic, and may just be the ideal way to experience these sequences. It helps that John Williams’ score is in peak form. More than anything, it is his soundtrack that sets the tone for the Prequel trilogy, easily able to balance the fun hijinks with the sinister plotting that is bubbling underneath everything. Just take how vaguely sinister “Across the Stars,” Anakin and Padme’s love theme, always feels. As Attack of the Clones moves deeper into its second half, it lets itself become more and more an experiential sort of film. The last forty-five minutes or so are almost purely action, stringing multiple set pieces together with little if any pause. A lot of it is hollow action, with barely anything in the way of stakes, nevermind purpose – but it's still exciting action. All the thrills of Geonosis meld together into pure visual stimulus. Here, more than ever, one has to accept that Lucas is going to be diving fully into his pulp sensibilities in a movie named “Attack of the Clones.” It’s not necessarily good, but it is a lot of fun.
It probably also deserves mentioning just how wildly innovative many of these sequences are on a technical level. Attack of the Clones was one of the first movies to really embrace shooting on digital rather than film, something that is done nearly ubiquitously now. The duel between Yoda and Dooku is a pretty awful sequence that spits in the face of basically everything Yoda said in Empire Strikes Back (Yoda should simply never wield a lightsaber), but nobody had conceived of pairing a legendary swordsman like Christopher Lee against a fully CGI’d creation before, nevermind of doing it convincingly. The entire droid factory set-piece was filmed within four and a half hours, and much of the background fighting in the arena was the result of stitching together various individual green screen plates. A lot of this is the sort of thing that feels a little blasé in 2022 but was downright revolutionary in 2002. I’m not sure what exactly it is, but there’s something about all the animation in this movie that reads as more genuine than, say, the action sequences in Avengers: Endgame or the like. I like the final battle in Endgame! But one can never escape the knowledge that it was shot on a soundstage. Perhaps it's that in 2002, artists were still working to blur the line between the real and imaginary, always using one to supplement the other. Perhaps it’s just that the novelty of digital set-pieces has long worn out for us. Of course, I feel a little silly praising the animation in Attack of the Clones, and maybe a great deal of it is the nostalgia of having grown up with this movie, but something about it feels like a lost art.
In fact, the more that I sat with this movie, the more it felt like something I hadn’t realized I’d missed. So much of Attack of the Clones feels alien in the current world of franchise filmmaking. For example, when Anakin and Padme return to Tatooine in search of Anakin’s mother, they are shortly greeted by Owen and Beru, the famous surrogate Uncle and Aunt of Luke Skywalker. However, there is little to no fanfare given to their appearance, in fact, they barely have any dialogue. What would be a show-stopping cameo in a modern Marvel show is reduced to a brief introduction – Watto’s reappearance is given more attention! Yet, this all makes sense for the character. Of course Anakin isn’t interested in these relative nobodies, he has a mission he’s focused on. It is, again, weird to praise Attack of the Clones of all movies for producing good character work, but after the last few years, it feels downright refreshing. The other day in an interview with Vanity Fair, Kathleen Kennedy mentioned how Solo’s release had been a lesson about the problem with recasting legacy heroes.[4] Ignoring that Alden Ehrenreich was perfectly fine in Solo and that the movie’s problems lay in its bizarre direction and production issues, she said this in the wake of Kenobi, a show entirely populated with recasts like Ewan McGregor and Hayden Christenson – even Joel Edgerton, the young Uncle Owen! I would much rather see a recast of Luke Skywalker than have to see the awful digital, stilted abomination they concocted in The Mandalorian and Book of Boba Fett. For that matter, I would gladly take a movie like Attack of the Clones over a dozen Disney+ shows. It’s never been more abundantly clear that the world of Star Wars was meant for the movies. As awful as the dialogue and plotting are, Clones is filled to the brim with delightful high-budget set pieces that you could never pull off in television. The fact that we haven’t heard anything about the production of a Star Wars movie since Rogue Squadron’s development was “indefinitely postponed” is so depressing to me. I can only take so many soulless Disney+ entries made with the sole goal of driving up viewer engagement. Which takes us to the other thing about Attack of the Clones – love it or hate it, it is absolutely stuffed with Lucas’ vision.
Let’s talk a bit about that vision. As all the visual delights come to a close, the film’s ending dovetails into an ever-increasing tone of unease. Dooku flies by the industries of Coruscant to meet with Sidious, where they agree that “all is proceeding as planned.” Meanwhile, the Jedi reflect on the battle they have only just recovered from, with Obi-Wan reflecting that it was only through their sudden clone army that achieved “victory.” We are tempted to agree – after all, a full ten-minute sequence was dedicated to showing off the faceless clones battling against the countless droids! It certainly feels like a victory – but Yoda is quick to disagree. This is the start of a war. There’s no victory here. Then suddenly we cut to a mass of clone soldiers, set to John Williams’ unsettlingly militant iteration of “The Imperial March” as politicians overlook. This scene is paired immediately with the wedding of Anakin and Padme, also told largely through Williams’ music, in which the lush and soaring strains of “Across the Stars” end with a similarly foreboding brass flourish. What is happening here? This is a Star Wars movie, we’re supposed to be reaching a soaring conclusion. Even Empire Strikes Back, the darkest film before this one, ends on a note of hope and encouragement. The majority of this movie has been fun and energetic, but this ending is nothing short of ominous. What is going on?
It becomes clear, looking back at Attack of the Clones from the perspective of its conclusion, that the Prequels are doing a fundamentally different thing than the Original Trilogy was. If The Phantom Menace felt like it didn’t have a firm answer to the “What is Star Wars?” question, it is perhaps because the framework of the question has changed for this trilogy. The original three movies were essentially Lucas laying out a sort of moral framework, concluding with the throne room duel of Return of the Jedi, wherein sacrificial love inevitably conquers evil, which cannot predict a truly selfless act such as a father protecting his son. In the Prequels, however, the lines are all blurred, and it is not a moral framework that Lucas lays out as much as a political one. By this I mean genuinely political, not in the way people call things “political” when there’s a woman protagonist or when a gay character exists. It is well known that many aspects of the Original Trilogy were inspired by the Vietnam War, especially the aforementioned Return of the Jedi, where Lucas framed America as the evil industrialized Empire failing to overcome the native population of another world. But in the Prequels, his commentary comes to the forefront. Where the Emperor of the Original Trilogy was inspired by Hitler and Nixon, in his next set of movies he added Reagan to the mix (becoming the name source for the comically evil capitalist Nute Gunray). Lucas’ trilogy is, in many ways, him commenting on and responding to the trends he saw in history, trends he saw echoed in his own day. The movements of Attack of the Clones, of course, become much clearer with the presence of Revenge of the Sith, wherein democracy completely fails and a fascist regime takes its place, to the applause of thousands. But these seeds are sown oh so carefully across the plot of Clones.
Lucas reflected in 2005 about how “democracies get turned into dictatorships” not by being overthrown, but by being “given away.”[5]This giving away of democracy is the entire plot of Attack of the Clones, hiding underneath all the glitz and glamour. With Padme away and Obi-Wan kidnapped by Separatists, the Jedi find themselves in a bind – they know there is a secret army waiting for them on Kamino, but the Senate would never approve of such militant action. Unless Palpatine can convince Jar Jar Binks that the very thing the absent Padme would want is to vote to give the Supreme Chancellor emergency powers to do with as he wills necessary. The senate applauds. And the Jedi don’t seem the least bit perturbed that they just witnessed the creation of a military state. When the clones show up in Geonosis, it is a moment of triumph and fist-pumping cheers – or at least, it is up until the final moments of the movie, when it becomes clear the sort of power we’ve freely given away. The fun hijinks of the movie are revealed to be a façade hiding just how sinister everything has been. The war is one that is engineered, constructed on two planets wholly devoted to engineering war (a brief aside – it’s stunning just how much Geonosis and Kamino’s design says about their planets individually. Two very different forms of isolated industry. None of the world-building or planet design in the Sequels is on this level). Lucas puts us right in the seat of his crumbling democracy, and the very thing we’ve been cheering for has been Palpatine’s rise to tyrannical power. When we cut from the sea of soldiers to the hidden wedding, the connections become all the more harrowing.
Because Padme and Anakin’s romance, as clunky as it is, is doing the exact same thing. Here you have the idealistic young progressive leading the charge against the military industry paired with the angsty apolitical teen who thinks that government should just be given to someone strong and wise who can bully everyone else into doing the right thing. Politically, they couldn’t be any further apart. And yet. Over time, Padme gives in to Anakin’s force. She makes a dozen small sacrifices, ignoring all of his red flags and seeing past his wanton acts of violence until she realizes that she cannot live without him. Every time she laughs past his disturbing idiosyncrasies, she gives him more space in her life. Eventually, inevitably, democracy marries itself to dictatorship. It's perhaps telling that in Revenge of the Sith, Padme is given none of the agency that she has in Clones or The Phantom Menace. Gone is the spunky idealism, drowned away in Anakin’s increasingly fascistic tendencies. And, after the Senate has gleefully applauded for their new Emperor, when she finally does resist, Anakin kills her. And he says he does it out of love. While I’m hesitant to label Attack of the Clones as a “secret genius masterpiece!” the way some will – this is, undeniably, a pretty bad movie in many respects – I think it is just as undeniable that Lucas is trying to say things. It may not be a particularly good movie in execution, but it is a movie filled with heart and vision. If anything, the central problem of the Prequels may be that they are so very filled with Lucas’ heart that he’s unable to distinguish between what he’s trying to say and the quality of the story itself.
I think a comparison between Clones and Revenge of the Sith demonstrates this fairly well. Clones released in 2002, eight months after the terrorist attacks on September 11th, 2001, and the retaliation that followed. In many ways Clones feels like one of the first post-9/11 movies; it opens with a terrorist bombing and concludes with a sudden military incursion into the desert, all while brimming with tensions and questions of government overreach. It’s difficult to say just what, if anything, was changed that late in production – Lucas after all claims in the interview mentioned above that he wrote the “how liberty dies” line from Sith prior to 9/11. Still, Bush-era politics feel like they loom in the background of Clones, but the movie largely functions free of them. Despite the tension bubbling under every scene, Clones is, for the most part, still a fun action experience. The same cannot be said about Sith. “George Bush is Darth Vader,” says Lucas in 2009, “Cheney is the Emperor.”[6] Regardless of when he wrote what, Sith becomes fully consumed by Lucas’ growing frustrations with Bush’s War on Terror, becoming almost abyssally dark as it reflects on the swirling tensions of his time. Some of this is by virtue of the story – the rise of fascism is never going to make a fun plot. But Sith still has none of the comparative balance that Clones contains. And since the characters don’t work any better in 2005 than they did in 2002, Sith’s oppressive darkness largely feels tedious and boring. What should be a great tragedy misses most of its impact. Especially removed from their direct context, these movies can seem overbearing, yet Lucas’ political insights continue to echo true even now. I’m sure there were many a young Anakin Skywalker in 2016 waxing about how the political system didn’t work, and that there should be a strong dominant figure who can force everyone else to agree. But alas.
I can’t in good conscience claim that Attack of the Clones is a brilliant – or even particularly good – movie. As I have said countless times, the dialogue is borderline inhuman. The characters are wooden and act beyond reason. The plot is so dense that even if all of this political commentary is perfectly intentional, it’s borderline impossible to see without taking the film far more seriously than it seems to take itself (don’t forget this is the movie wherein C-3P0’s head sees his body and reflect that he is “quite beside himself). But I think it is fair to say that, in the context of everything that Star Wars and franchise filmmaking as a whole has become, Attack of the Clones is something of a relief. Here is a high-budget movie that dares to be absurdly silly, while still holding a lot of directorial heart and biting prescient vision of the world it is made in. No one would make a movie so risky or absurd as Attack of the Clones today. Yet here it is, a testament to a time when Star Wars movies were still an event, when even if the movie wasn’t particularly great it could still have incredible thrills. Before everything had to a be safe, six-part miniseries that said nothing, accomplished nothing, and ultimately left no impression. Whatever your opinion of Attack of the Clones, whether you love it or hate, you certainly have an opinion of it. It’s difficult to come out of this movie not feeling strongly one way or another. And maybe, more than anything, that’s what returning to Clones makes me miss. An era when you could swing for the fences and sometimes miss spectacularly. An era where success wasn’t necessarily guaranteed. An era where directorial vision mattered more than corporate branding. Weren’t those the days?
So, yeah. I think I kind of love Attack of the Clones now, if only in a weird backward sort of way. Or, at least, I have new appreciation for it. Not the place I expected to wind up when I jumped into this project. But I guess I always love a movie that’s a little self-serious about its own ridiculousness – especially if there’s something genuinely meaningful hiding underneath.
[1] https://glendonrfrank.wixsite.com/franklyspeaking/post/disney-2020-and-the-surge-of-streaming [2] https://glendonrfrank.wixsite.com/franklyspeaking/post/the-shadow-of-the-phantom-menace-a-20-year-reflection [3] https://www.starwars.com/news/critical-opinion-attack-of-the-clones-original-reviews [4] https://www.vanityfair.com/hollywood/2022/05/star-wars-kathleen-kennedy [5] https://www.chicagotribune.com/news/ct-xpm-2005-05-18-0505180309-story.html [6] https://www.nytimes.com/2009/04/19/opinion/19dowd.html
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