Let's revisit the good, the bad, and the baffling of George Lucas' strangest prequel.
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Every week, Entertainment Weekly is looking back at the biggest movies of the summer of 2002. As audiences struggled to understand the new post-9/11 world order, Hollywood found itself in a moment of transition, with upcoming stars and soon-to-be-forever franchises playing alongside startling new visions and fading remnants of the old normal. Join us for a rewatch of the first true summer of Hollywood's strange new millennium. Last week: Critics Leah Greenblatt and Darren Franich took the commuter train to Unfaithful. This week: Devan Coggan and Christian Holub travel to a galaxy far, far away with Star Wars: Attack of the Clones. Next week: Christopher Nolan's Insomnia.

CHRISTIAN: Well, well, well. Here we go again, contemplating the Star Wars prequels. I don't know about you, Devan, but I struggle to think of a movie series that has been more widely discussed during my lifetime — or that I, personally, have watched more frequently over the years.  

When they were first released, the prequels were so obnoxiously bad and confusingly opaque, especially in comparison to the straightforward original trilogy, that viewers pored over the details in search of an explanation to this disparity. I know I went multiple times just to figure out what the hell was happening, and 20 years later, I still have questions. The essential unknowability of Attack of the Clones' plot (which produces head-scratchers ranging from "Why do we never learn who Sifo-Dyas was?" to "How am I supposed to care about any of this when I know exactly where it's heading?") combines with its massive reach — enhanced by the proliferation of Star Wars shows and movies — to make it perhaps the ideal subject of endless internet discourse. 

My belief is that hours-long video breakdowns of everything wrong with the Star Wars prequels and how they could've been made better were essentially the genesis of YouTube film criticism; that tone of nitpicky obsession and fan outrage has rarely left the format since. I'll never forget this line from Chapo Trap House producer Chris Wade, when the typically current-events-focused podcast tackled Attack of the Clones and its two sibling films at the height of 2020 doldrums: "On a long enough timeline, every podcast eventually becomes about the Star Wars prequels." 

Star Wars: Episode II - Attack of the Clones Hayden Christensen and Natalie Portman
Anakin Skywalker (Hayden Christensen) and Padmé Amidala (Natalie Portman) prepare for battle in 'Star Wars: Attack of the Clones'
| Credit: Lucasfilm

I think this is because Attack of the Clones is like the lost city of El Dorado: Despite decades of failed attempts, it's eternally tempting to believe that you might be the one who finally uncovers the perfect, golden take on the film. No one's succeeded yet, but Devan, what in particular stood out to you on this latest viewing? 

I also want to ask specifically about a subject that I know is near and dear to your heart: Boba Fett. The Phantom Menace, like so many Star Wars films before it, was filmed primarily in the United Kingdom with traditional excursions to the Tunisian desert for Tatooine scenes. But Attack of the Clones moved its production to Australia, and you can see the results in the plethora of new cast members who hail from Australia and New Zealand. Joel Edgerton's Owen Lars is notable, but the biggest impact on subsequent Star Wars projects comes from Temeura Morrison's role as Jango Fett. Since Jango is the genetic source of all Star Wars clones (including both his "son" Boba and legions of eventual stormtroopers), Morrison has reprised his role(s) in many shows and movies ever since — most recently The Book of Boba Fett. Devan, what do you make of Morrison's original Star Wars performance from our 2022 perspective? 

Star Wars: Episode II - Attack of the Clones Hayden Christensen
Hayden Christensen, ridin' solo in 'Attack of the Clones'
| Credit: Lucasfilm

DEVAN: It's interesting that you bring up Jango Fett and The Book of Boba Fett because as I was rewatching Clones, I thought quite a lot about the Disney+ shows.

Like you, I have a complicated relationship with the prequels. As a kid, I dismissed them as clunky cash grabs that failed to capture the magic of the original trilogy. Today, I still stand by many of my Clones criticisms: The dialogue is bad. The early-aughts CG is rough. C-3PO has absolutely zero reason to be there. A passionless kiss is preceded by a bizarre monologue about sand. At one point, a fuzzy cat monster slices open Padmé's shirt so that she's now wearing an improbably hemmed crop top.

And yet… 

This time, as I rewatched Attack of the Clones for what must be my zillionth viewing, I found myself somewhat charmed! Maybe millennial nostalgia has softened my stance, but after years of sequels and Disney+ spin-offs, there's a ramshackle delight to George Lucas' vision of the pre-Empire galaxy. Remember when we went to new planets that weren't just Tatooine 2.0? Sure, Clones spends plenty of time under those familiar twin suns, but Lucas also introduces a whole solar system of new aesthetics. The neon-drenched noir and seedy bars of Coruscant! The sweeping vistas of Naboo! The blindingly white Apple Store vibes of Kamino! So many of the sequels and TV spin-offs seem determined to make the galaxy feel smaller, constantly returning to the same few locations and reconnecting the same few characters. With the prequels, Lucas vowed to explore the strangest and most colorful corners of the galaxy. What other Star Wars film has a whole sequence set in a '50s diner?

There are also quite a few decent performances here. You mentioned Temuera Morrison, and I think he's quite good as Jango Fett. Watching him navigate asteroid fields with a young Boba reminded me of watching Din Djarin teach baby Grogu the ins and outs of bounty hunting in The Mandalorian. (Star Wars is filled with bad dads, but there are a few decent father figures.) I still think the reveal that Boba Fett is a clone is profoundly silly — again, not every character needs an origin story — but overall, Morrison brings a stoicism to his helmeted antihero. 

Speaking of performances, fans have complained for years about Hayden Christensen as Anakin Skywalker, but I think his whiny arrogance here is a feature, not a bug. Here is a boy who has been endlessly manipulated by both Jedi and Sith, and Christensen perfectly captures how a person who's been powerless their entire life might crave power. Besides, doesn't every 19-year-old think they know exactly how to save the world, if only someone would put them in charge? 

What doesn't work, however, is Clones' central romance: Christensen and Natalie Portman try their best, but there's just no chemistry here, let alone the kind of earth-shaking connection that would echo through the galaxy. Besides, this rewatch reminded me of one of my biggest gripes with the prequels: There is no universe in which Portman's accomplished, brilliant senator would choose to fall in love with Anakin — when Ewan McGregor's handsome, bearded Jedi master is standing right there. One is a boy. One is a man. A hot, wise-cracking man who's as deadly with a lightsaber as he is with a sassy quip.

To me, McGregor is one of the only reasons that Attack of the Clones (and really, the entirely prequel trilogy) works. There are precious few actors who can breathe life into Lucas' clumsiest dialogue (Harrison Ford and Carrie Fisher are two), and McGregor shines here, whether he's sharing a cup of Jawa juice with Dexter Jettster or facing off against Count Dooku. Honestly, the upcoming Obi-Wan Kenobi Disney+ show should just be a procedural TV series, where every week, our hero must investigate a new mystery: In this episode, Obi-Wan goes to Kamino to try to identify this bounty hunter dart. Next week, he travels to Canto Bight to thwart a bank robbery. If I were on the Disney+ Jedi council, I would give Detective Kenobi a full series order.

I've monologued enough (although I've only mentioned sand once). Christian, what was it that impressed you most during this rewatch — and what didn't?

Star Wars: Episode II - Attack of the Clones L to R: Yoda, Ewan McGregor and Samuel L. Jackson
Yoda (Frank Oz), Obi-Wan Kenobi (Ewan McGregor), and Mace Windu (Samuel L. Jackson) have a mini Jedi council meeting in 'Attack of the Clones'
| Credit: Lucasfilm

CHRISTIAN: Something that definitely stood out to me on this latest viewing was the unmistakable presence of extremely 2002 signifiers. This movie hit American theaters roughly eight months after Sept. 11, 2001, and the first thing on screen is an urban terrorist attack where a plane blows up on the planet designed to resemble New York City. The subsequent plot of the movie revolves around an authoritarian leader building up a war under false pretenses. 

Unfortunately, George Lucas' storytelling is so muddled that this fascinating foreshadowing of the Iraq War isn't always as clear or forthright as it could be. This movie is so flat, plot points and character names tend to slide off your brain, even as you're watching. But I'll say this for Lucas: The man certainly tried to inject some of his political convictions into his art. I would say we can add that to your list of interesting prequel elements that seem to have no place in the modern era of Disney+ Star Wars content. Shows like The Mandalorian are much more adept at putting interesting performances and characters against totally fake CGI backdrops than Attack of the Clones was (though, to be fair, Lucas was putting such technologies to use for basically the first time), but they also tend to strip their characters of any connection to real-life concerns we might recognize. 

Then again, some of the attempted political commentary in this movie also enhances its worst qualities, I think. Much as I love Ian McDiarmid's performance as Palpatine, watching him pull one over on the rest of the galaxy for three straight movies does a tremendous disservice to the other characters. On this viewing of Attack of the Clones, I was wondering how on Earth I'm supposed to respect or relate to Anakin when he says things like "He doesn't appear to be corrupt — I think he's a good man" about a character who I know to be the evil Emperor. And what am I supposed to think of the Jedi Order in general when they were so utterly bamboozled by the Sith at the height of their power? I've always appreciated that Luke Skywalker (Mark Hamill) brings up this critique in The Last Jedi

Another thing I've always loved: listening to you talk about how much more attractive McGregor's Obi-Wan is as a character than Christensen's Anakin! If I'm correctly remembering those aforementioned, hours-long YouTube videos about the prequels, I think their analysis often ended up with a similar conclusion: Obi-Wan should be much more of a protagonist in these movies than he is. He should be the one we're following and invested in. 

Well, soon we'll get that story. Devan, you and I are discussing Attack of the Clones shortly before a Kenobi series starring McGregor and Christensen comes to Disney+. Does this latest viewing make you excited for that show's possibilities? I could definitely see Christensen working better as a post-Revenge of the Sith Darth Vader (a former golden boy now seen as a massive failure) than he ever did as angsty teen Anakin. 

You correctly point out that Attack of the Clones functions as proof-of-concept for how entertaining it is to watch Obi-Wan wander around the galaxy solving crimes, although I can't help but point out a massive plot hole. Why does Jango Fett kill Zam Wessell with a poison dart full of identifiable markings directly in front of two Jedi, when he only ever uses untraceable blaster guns in every other circumstance we see? It's a clear contrivance to give Obi-Wan physical evidence to hunt down. Noir, it seems, has a harder time making the jump to a sci-fi setting than other Star Wars component genres like Western and fantasy do.  

Whoops, I'm getting carried away. The prequels can do that to you. Any last thoughts, Devan? 

Star Wars: Episode II - Attack of the Clones L to R: Jimmy Smits, Jar Jar Binks, Natalie Portman
Hey, it's Rose Byrne! The actress appears briefly as Dormé in 'Attack of the Clones,' alongside Jimmy Smits as Bail Organa, Ahmed Best as Jar Jar Binks, and Natalie Portman as Padmé.
| Credit: Lucasfilm

DEVAN: Look, no one has ever celebrated Attack of the Clones — or any of the prequels — for airtight logic. If the Jedi were such an all-powerful force through the galaxy, how did they fade into obscure legend in barely 20 years? How does Padmé fall off the airship on Geonosis and then immediately know to go rescue Anakin in Dooku's hangar? And did the Kaminoans really not hear from the Jedi council for years and just decide to keep churning out clones? How would the payment plan for a massive clone army even work? Does Darth Sidious have Venmo?

It's also worth noting that some parts of Clones simply haven't aged well — thanks in part to Star Wars itself. Historically, the franchise has taken a shallow view of Tusken Raiders, portraying Tatooine's indigenous population as cruel, barbaric savages whose only goals are to kidnap and kill. But recent Disney+ shows like The Book of Boba Fett and The Mandalorian have taken a more nuanced approach to Tuskens, showing them not as a murderous monolith but as a complex society made up of individuals, which makes Attack of the Clones so much more uncomfortable. It's always been appalling to watch Anakin slaughter an entire camp of Tuskens (not just the men, he famously points out, but the women and children, too). But there's a particular stomach-turning horror to his act now, especially after the franchise has repeatedly worked to humanize the Tuskens since 2002. (Then again, this is the guy who goes on to slaughter a whole classroom full of Jedi younglings, so his capability for atrocities isn't a huge surprise.)

Still, the Tusken scene gets at an awkward truth about Star Wars: It's easy to justify killing swaths of faceless stormtroopers, identical clones, or nameless battle droids. Things get much messier — and far more uncomfortable — when you start to think about who's on the receiving end of a Jedi's supposedly righteous lightsaber.

To be clear, Attack of the Clones is not a good movie, and anyone who tells you otherwise is blinded by nostalgia, looking at it through glasses as rose-tinted as Dooku's lightsaber. But there's still an oddball appeal to Episode II, and if given a choice between a tepid sequel and an ambitious prequel that swings and falls flat, I'll take the ambition every time. (Ahem, Rise of Skywalker.) In the years since Lucas rolled out his prequels, practically every major franchise has copied him, pushing out mediocre IP extenders like Cruella or Fantastic Beasts and Where to Find Them — films that wish they were half as interesting as Attack of the Clones or Revenge of the Sith.

Ultimately, I'm hopeful that the upcoming Obi-Wan Kenobi show will dispense with some of the prequels' mistakes and lean into what made them great — namely, McGregor's magnetic performance and his heartbreaking chemistry with Christensen. To me, the prequels have always centered on that tragic love story between Obi-Wan and Anakin: the reluctant mentor and his Padawan who become allies, then brothers, then sworn enemies. Much of Attack of the Clones may not have aged well, but that heartfelt bond endures, and I suspect it will for the next 20 years, too.

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