REVIEW: “Star Wars: Episode II – “Attack of the Clones”


For many the second film in George Lucas’ Star Wars prequel trilogy holds a rather unflattering honor. More than a few consider it to be the worst movie in the entire franchise. As someone who truly loves the series to varying degrees, it’s hard for me to christen any of the films with such a title. But that doesn’t mean I’m oblivious to its flaws.

“Star Wars: Episode II – “Attack of the Clones” does hold a particularly surprising movie record for me. I saw it six times in the theater, more than any other film. Overkill? Perhaps. Star Wars fandom run amuck? Most definitely. I’ve seen it a few times since then but this recent rewatch was the first time in several years.


“Attack of the Clones” takes place ten years after the events of “The Phantom Menace”. Jedi Master Obi-Wan Kenobi (Ewan McGregor) and his apprentice Anakin Skywalker (now played by Hayden Christensen) are summoned to protect Padme Amidala (Natalie Portman) after she narrowly escapes an assassination attempt. The former Queen of Naboo and now Senator holds a key vote in the decision whether or not to create an army to fight a growing Separatist movement.

For me one of Episode II’s biggest attractions (and often overlooked strengths) is in how it draws from numerous classic movie genres. It’s very much a political drama. But there is also a mystery element to it as Obi-Wan sets out to investigate and track down Padme’s potential assassin. We get winks to old-school fantasy pictures in the vein of “Sinbad” and “Clash of the Titans”. And of course the influence of war films, particularly World War II documentary footage, is clearly seen in the final act.


I also think the writing deserves more credit than it receives (at least a portion of it). For me it’s a tale of two parts – the story and the dialogue. Lucas and co-writer Jonathan Halles give us a well-conceived story with tons of depth that moves the overall narrative forward in a satisfying way. I remain impressed with its numerous threads, none better that puppet-master Chancellor Palpatine (Ian McDiarmid) and his secret, multi-layered quest for power.

But then there is the dialogue which ranges from good to atrocious. There are times in Episode II where the dialogue is painfully bad. We see it in a handful attempts at humor but mostly its in some of the film’s heavier scenes. Accentuating the problem is the fact that a couple of the performers haven’t the chops to overcome it. Christensen’s performance is all over the map. There are scenes where he is really good, but others he simply can’t sell and Lucas’ dialogue doesn’t help a bit. Portman is a little better but not much.


Visually you can see Lucas and company flexing the new technology available to them in a variety of ways. There are a couple of scenes that feel like nothing more than showcases for the special effects – an overly long care chase through the city planet of Coruscant, a battle in a Geonosian droid factory. But the CGI can also look extraordinary and it often adds a ton to the settings and action sequences. The clone army battlefield scene is nothing short of spectacular.

Fans of Star Wars have some legitimate gripes about Episode II, but overall I think they often undervalue its contributions to the franchise. It advances the stories of its three pivotal characters in meaningful ways. It’s a technical marvel despite some visual overindulgences. Plus it supplied the framework for what was a fantastic television series “The Clone Wars”. Those are just a few of the key reasons Episode II still works for me.



33 thoughts on “REVIEW: “Star Wars: Episode II – “Attack of the Clones”

  1. I’m glad you can enjoy this one but I can’t even watch it to be honest. I recall being in the theatre with my 2 sons, 9 and 12 at the time and they both said about half way through, is it almost over. This for me is right there with one of most miserable times I have ever had sitting in a movie theatre. I recall lots of groans and laughter at the dialogue. I respect you can still enjoy it but my grade for this is a 2. To me this was Lucas at his absolute weakest .

    • You aren’t alone, that’s for sure. Thankfully for me it’s a case of having a completely different perspective on that movie. Like I said, I saw it six times in the theater and was never miserable or bored. This time around I really enjoyed the classic genre nods. I do agree on the dialogue, but I think Lucas moves the trilogy’s story in some meaningful directions leading up to Ep. III (more on it tomorrow 😉).

    • Yep, the dialogue is all over the place and at times excruciating. I do like the story though and it does a good job setting the table for Ep. III and for “The Clone Wars” television series.

  2. Like you, I don’t dislike any of the Star Wars movies. However this remains my least favorite. The large battles were cool, Obi-Wan turning into a detective was interesting, and we saw the first steps of Anakin moving towards the dark side. But the dialogue is corny even for Lucas and while the personal connection Obi-Wan had with Dooku was ripe for exploring, Dooku is my least favorite out of him, Darth Maul, and General Grievous. Still, I do enjoy visiting this one every now and then.

    • Didn’t like Dooku? I’ve always been pretty intrigued by him although I admit a lot of that comes from The Clone Wars too. I do agree he could use more screen time and depth. McGregor is really good though. A real highlight.

  3. All of these kind of run together in a blur of blandness, but I recall that in one of them, probably this one, the performances of Portman and Christensen were pretty terrible. I think I blame Lucas as much as Christensen for not realizing what he was getting from them and not doing more takes and trying different things, and as others have said – better dialog. I think Christensen generally not a very good actor, but I’m sure with some help he could have done better than this.

    • Yep. As I wrote both Christensen and Portman struggle in this one. But you’re right, a lot of it is Lucas’ dialogue. But still, I genuinely love the meat of the story and how it feeds into the Episode III payoff (more on it tomorrow).

  4. This was a bit better than the predecessor. but on your first viewing, did you have some trouble following the story? cause I did.

    Apart from that, I agree with the special effects in the battlefield. however I think computer imagery should be lessened and special effects should somehow go back to miniatures or actual props, things that are really there.

    • I have to admit to having a tender spot for miniatures and props. That’s one reason I’m so excited for The Mandalorian. I watched a preview showing their uses of miniatures. So exciting.

      As for the story, there were layers I didn’t quite understand on a first viewing. That’s one reason I went multiple times. I loved finding new nuggets of information.

  5. Six times? Someone should’ve slapped some sense into you and made you realize all of that money you wasted when there were so many other good films out there.

    The film had problems for me with its CGI overkill, Hayden Christensen, and how it introduced Boba Fett. It did strengthen my crush towards PO’TMAN MOTHAFUCKA!!!! I was 21 and already I was salivating over her and tempted to do a Pee-Wee Herman in the theater 2 1/2 years later for Closer if I hadn’t restrained myself.

    • Ha Ha! Star Wars fanaticism for sure but it was money well spent. I enjoyed each viewing. The CGI was truly revolutionary but Lucas went overboard. I didn’t even mention the dog tick creatures on Naboo. Toooo much!

  6. I can’t get on board with this one. I know that just having lots of crazy space fights and talking about The Force probably isn’t enough for six whole films but the level of political intrigue going on here requires more attention than I could legitimately manage. And then there’s the relationship between Padme and Anakin. I am not sure exactly how old they are supposed to be but I am guessing based on the first film that he’s about 18 and she’s at least 25. I hope it’s not just me that finds this somewhat creepy. They also seem to have fallen in love just because they were both there since there is zero chemistry or connection between Portman and Christensen. I would like to lay this all on Christensen because he is about as charismatic as a used condom but Portman also isn’t doing her finest work and compared to Leia, Padme is such a pussy. Probably the worst of all the Star Wars movies and even getting to see Yoda in a full light sabre battle with Count Dooku can’t save it.

    • Fair points. As I said I loved the political intrigue. I found it great that the great instrument used in the formation of the Galactic Empire was none other than politics. The Senate, trade federation, stockades, etc., I loved how it lays the foundation of Palpatine’s manipulation.

      As for Padme and Anakin, I was thinking three or four years age difference but I didn’t really put a lot of thought into it. And it’s kinda tough for me to compare Leia and Padme. One is the leader of the rebellion while the other is a Senator. I see them as pretty different people. The performances though…definitely agree. Christensen shows the personality of a block of wood sometimes. And Portman doesn’t seem at all confident with what she’s supposed to do.

  7. To me, The Phantom Menace means quite a bit. It was the first Star Wars movie I ever saw in theaters. I was 16 at the time and we went with our sophomore high school class to go see it. I was literally in the front row of the theater, and to this day, I’ve never had an experience like it. I saw Episode II once in theaters, and Episode III 6 times, but Episode 1 will always have a special place in my heart. Besides, Darth Maul kicks ass.

    • That’s awesome! I was really young but actually saw the original trilogy in the theaters and I too had that same unforgettable experience. I remember seeing Ep.I so many years later and was reminded of that original Star Wars experience. I know a lot of people don’t like it, but I will always have a soft spot for it.

  8. This one is not really bad, in my opinion. It’s OK. But then I haven’t watched it for years, so maybe I’d change my opinion. Surely Episode I is the worst? Jar Jar Binks?

    • I reviewed Episode I on Monday and Jar Jar was definitely among the negatives. I do have a soft spot for that film though, probably more than most. Episode II has some issues but at least they toned down Binks!

  9. Botheration. This film is about as inert as a Star Wars film is possible to be: terrible dialogue and screenwriting, ponderous plotting and some dire performances clash against an obviously well-thought out CG-aided canvas. McGregor is excellent, Portman and Christensen are lumbered by a stupid and hackneyed romance, and the relegation of Jar Jar to the background is a big bonus. The entire sequence on Geonosis is simply headache-inducing. That said, my kids love it so what do I know!

    • I love it too. Well, lots of it (the dialogue is a rollercoaster). Far from inert for me. I certainly don’t see the film’s key romance to be stupid. It’s pivotal to the entire trilogy. It’s execution has rough patches, but I have no problem with it being a fundamental part of the story.

  10. (Not sure if my previous comment went through – so I’ll do it again.)
    I didn’t mind Portman or Christensen, or the latter’s dialogue (mostly, that is; there was the occasional “could have said that better” moment). On the whole, a hugely enjoyable movie. Although I enjoyed The Phantom Menace’s “less action, more plot” focus, I quite enjoyed the return to action in this one. That climax & ending – brilliant! Loved the Yoda-Dooku fight. Looking forward to Episode III!

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