After the poor reception of The Phantom Menace, Star Wars fans awaited the next chapter in the prequel trilogy, Attack of the Clones, with more trepidation than confidence. This time around, Anakin Skywalker would be a young man, played by Canadian newcomer Hayden Christensen, and his boyhood crush on Padme, only referenced in Episode I, would blossom into a star-crossed love affair. Star Wars fans knew that the result of this union would be the heroes of the original trilogy, Luke Skywalker and Princess Leia Organa. The film also promised to show the legendary Clone Wars, a conflict mentioned in the original Star Wars, but never fully explained.

So, if Attack of the Clones was meant to win back fans who had been disappointed by Episode I, did it work? As part of our year-long Star Wars Discussion Series, Matthew Guerruckey, Donald McCarthy, and Lawrence Von Haelstrom are joined by Taras D. Butrej to discuss the limited successes and many, many failures of a film that some fans (including each of our writers) feel to be the low-point of the Star Wars saga.

Matthew Guerruckey, Editor-in-Chief: I’ve had a great time with this series. Star Wars is one of my very favorite things to talk about, and these discussions have been both fun and illuminating. But I’ve been dreading the rewatch of Attack of the Clones. Last time, we talked about The Phantom Menace, which has been called the worst film in the series, and one of the worst films of all time. Well, as bad as that movie is, it’s neither of those things. Silly, yes. Loud, sure. Unfocused, oh, certainly. But at worst, it’s forgettable. But Attack of the Clones is the worst Star Wars movie, and also one of the worst movies ever made. Everything about it is wrong. The acting is wooden (embarrassing, even). The dialogue is laughable, the plot is confusing, the CGI is ugly, the action is flat and incoherent. It’s incompetent filmmaking on every level.

When I first watched it, back in 2002, I was so burned by The Phantom Menace that anything that moved faster and had less Jar Jar was good enough for me. The romance was dead on arrival, but the rest of it moved quickly enough to not make me think about it twice. Still--there wasn’t anything about it that made me want watch it again (It’s still the only Star Wars movie that I only went to see once while it was in theaters). Once it came out on DVD, I watched it again and was overwhelmed by just how bad it was.

A great bad movie can be almost as much fun to watch as a truly great movie. But for a bad movie to be enjoyable, there has to be something about it that shows a true vision or commitment on the part of its creators. Something like Troll 2, which is made by people who know nothing about filmmaking, but believe in their stupid, stupid story. George Lucas doesn’t believe in this story, and he doesn’t seem to even know why he’s telling it.

That’s the real problem with Attack of the Clones: it’s a movie shouldn’t exist, a tale told the wrong way. These characters and situations only exist to tie into characters and situations we actually care about. It’s a bridge, pure padding that gets us from Anakin’s introduction to the Star Wars universe to his fall from grace. But what Attack of the Clones forgets is that we do not know Anakin Skywalker. During the original Star Wars trilogy, we come to know Darth Vader, but he’s not a real character, not in the way that Luke or Leia or Han Solo are. He’s pure malevolence, a walking symbol of evil, and therefore not really his own person until Return of the Jedi. But even in that film we only get a few moments of real connection to the man inside the machine.

And we don’t learn anything about Anakin in The Phantom Menace, except that he was once a nice, fairly normal kid. But people change a lot from childhood to young adulthood, and so when we meet Anakin again, ten years later, we’re actually meeting a completely new character. He’s not little Ani, and he’s not the guy in the black armor. So who is he? Well, judging from Attack of the Clones, he’s a total dick. A sniveling little creep who whines about his boss, leers at women, and is down with genocide. Why are we supposed to like this guy? Why should we want to follow his story? He’s infuriating, and it’s a complete drag to follow his adventures.

Donald, is there anything redeemable about this creepazoid, and what was your initial experience with this movie?

Donald McCarthy, Features Editor: Attack of the Clones has in it the potential to be the best of the Star Wars films. Tragedy, war, political manipulations, a detective investigation (with Obi-Wan as the detective, no less), and some of the neatest planet designs. For me, I’m not sure there’s a more fascinating planet than Kamino. The fact that the clones from the Clone Wars come from Kamino only makes it more exciting.

I remember being thrilled when I heard the new film would be tackling the Clone Wars. I loved The Phantom Menace, but I was ready for some real action. So, at twelve years old, I went and saw Attack of the Clones on opening day. I liked it a lot and saw it three more times (there was likely something deeply, deeply wrong with me), but each time it was a little less special.

Now, it’s a film that I have no desire to see again, certainly not unedited. The romance scenes between Padme and Anakin are so awful that it’s near incomprehensible that they were released into theaters. How did nobody stop this? How did Lucas not realize that this simply couldn’t stand? The dialogue and acting from Christensen and Portman are terrible, yes, but even the direction in those scenes is poor. There’s no energy and no feeling.

But I don’t want to harp on that. Because the rest of the film frustrates me more. It’s not a shock Lucas can’t write a straightforward romance. What’s more infuriating is how many missed opportunities the film has. I can forgive some bad decisions, all the Star Wars films have some, but they’re evened out by some stellar set pieces, thrilling moments, and epic visuals. In Attack of the Clones moments like that almost happen, but there’s a nagging feeling something is missing.

Let’s start with what does work. The first would be the mood. Lucas does a nice job, especially on Coruscant, of making the viewer feel ill at ease, letting the viewer know a storm is coming. The cloudy skies and ominous musical cues do a lot for those early Coruscant scenes.

Also working is almost every scene with Obi-Wan Kenobi. His trip to Kamino is mythic stuff. The Kaminoans look beautiful yet deeply unsettling. The casual way they speak about cloning only serves to make the process creepier. There’s a nice horror film vibe whenever Lucas takes us to Kamino, what with mentions of a dead Jedi ordering clones, ghost-like aliens walking the halls, and Jango Fett, with his young son, willingly giving up his DNA. It’s strange yet still uniquely Star Wars.

The other plot that works is Shmi Skywalker’s death. Christensen is terrible in this film, but he sells the scene where he has Shmi in his arms and she dies. The moment he comes out of the Tusken Raider hut, his face in a rage and his lightsaber swinging, is a great Star Wars moment (and it has a stellar callback in Revenge of the Sith).

The political plotline in the film almost works, it’s certainly fascinating in concept, but it’s too underdeveloped. Since it revolves around Ian McDiarmid and Christopher Lee, the film almost gets away with it thanks to the actors, but I couldn’t help but feel, God, I’d rather be spending more time finding out about the Confederacy than hanging around with Padme and Anakin. The creation of the Confederacy is a key part of Palpatine’s masterplan, and thus a turning point in the entire prequel saga, but the audience is shown so little of it.

The other parts of the film, even the parts I somewhat enjoy, all feel like they’re missing something and I’m sure we’ll be getting to that before long. Still, to start positive, what did you like about the film Lawrence?

Lawrence Von Haelstrom, Contributing Editor: My favorite scene, and one of my favorite in the whole series, is the one where Christopher Lee’s Count Dooku is holding court with the ridiculous cast of characters representing the separatists. Lee plays his part against to-be-added animated characters with commanding dignity. The scene is full of those random call-outs to a larger made-up universe that I just love: It turns out this universe includes a “Banking Clan” and a “Techno-Union Army,” whatever those could possibly be. And one of the guys even needs to adjust a knob to make sure he speaks clearly. It’s these little details that make the Star Wars world so fun for me. It is also interesting to think about Count Dooku’s place in the whole plan. How much of Darth Sidious ultimate plan does Count Dooku actually know? Does he know the coming war is a sham with the final goal of giving Palpatine rule of the galaxy, or does he sincerely believe that he is leading a revolution? If he does believe that his Master’s plan is revolution, wouldn’t he question why Sidious is arranging for this court of fools to be his allies? These are questions that are never answered, and I don’t think they need to be. Count Dooku’s motivation is one of those things best left ambiguous.

And as with the other Lucas-directed films, Attack of the Clones is full of references to films past. A possible template for the film is 1962‘s Jack the Giant Killer--a claymation-filled adventure story that features a princess and her assigned protector donning peasants clothes to avoid detection, and an evil, stately wizard surrounded by odd henchman.

There’s also the whole Obi Wan, Private Eye subplot that is just fun to watch. I love the scene that shows Obi Wan visiting his old friend Dexx--the four-armed short order cook who also has spent time prospecting on Sub-Terel. How do these two know each other? What’s Dexx’s story? Is he a former criminal now a part of some Galactic Witness Protection Program? Again, more questions that are not and should not be answered, but who's asking makes the world feel so full.

And that’s it. Attack of the Clones, more than any film in the series, is just a sequence of random events. It’s the clumsiest, ugliest, and most arbitrary Star Wars film. Matt is right in that it doesn’t need to exist. Throughout the series, Star Wars is often at its best when there’s no talking. The action sequences bring the series to life. From the trench run in A New Hope to the lightsaber battle in The Phantom Menace--the action scenes are full of momentum, direction, and consequence. The opposite is true here. In the climactic battles in Attack of the Clones--the Jedi vs Battle Droids in the arena, the arrival of the Clone Army, even the lightsaber battle--there is never an understanding of what is the goal, what is at stake, or what are the consequences of the actions. Things just happen. And these things are frustratingly meaningless.

Taras, any other good things to talk about before we turn it back to Mr. Guerruckey? (Who seems to have been at the batting cage, working on the swings he wants to take to this knuckleball.)

Taras D. Butrej, staff writer: I don’t know if I can add anything that hasn’t already been said (about the good things, that is … ) but I do want to go on record as admitting that I could not recall anything about this film. I’ve seen it twice, I know that, but I had to read up on it and hunt down some videos just to remember what it was about. As the middle film in a trilogy it needs to be the glue that holds the thing together, telling the continued story from the first film and setting up everything the third film is supposed to be about.

Yet, Attack of the Clones is the most worthless ‘second film in a trilogy’ that I can think of. All this movie does is make me wish the movie were in more competent hands. Look, I adore what George Lucas has done for cinema but the man is much more of a dreamer than a director. He needs a steady hand to keep him focused, and the entire prequel trilogy is proof that when left to his own devices, he’s like a hyperactive kid at Disney World. “Look at that! Ohh, look at that! Man, that’s cool! Special effects, wheee!”

The only good things I can say about the film are what happened in spite of Lucas’s directing, not because of it. Christopher Lee is such a great actor that no matter how corny his lines, his Count Dooku is equal parts sly, dangerous, and fun. The same goes for poor Ewan McGregor. He’s a great actor and does what he can with what he’s given, but it’s not much.

Otherwise, I don’t have much else but scorn to heap on the rest of the film. Boy, do I have plenty of scorn now that I’ve managed to dredge up the memories of this colossal disappointment. I’ll happily get into my favorite theory, how the Star Wars Universe either makes or breaks new actors, and the lone exception, but I should turn it back over to Mr. Guerruckey before I go on a rant.

What do you think? Is George Lucas primarily at fault for this disaster of a movie?

Matthew Guerruckey: Oh, heavens, yes. This cock-up is pure Lucas. I mentioned in last month’s discussion of The Phantom Menace that Episode I was what Star Wars would have looked like if George Lucas had unlimited resources and power in 1977--Attack of the Clones continues this. You can see it happening in the behind-the-scenes footage from the set of Clones--George is sitting comfortably at a monitor on a soundstage covered with blue screen, sipping a coffee and thanking God that he’s not sweating his ass off in the middle of the Tunisian desert. He’s surrounded by creative people staring into the middle distance when Lucas tells them how much people are going to love it when Yoda fires up his “laser sword” (direct quote from the man who fucking invented the word lightsaber), and lost, bored actors. Attack of the Clones, and the prequels in general, fail because nobody had the nerve to question this legend, even though his ideas were obviously bullshit.

These films, if nothing else, are a dramatic illustration of the importance of collaborative creation. During the making of the original trilogy, Lucas had to take notes from studio executives and his co-producers. If he didn’t take those notes, his movie didn’t get made. End of story.

Okay--so, yes, you guys are right, I really don’t like this movie, but I will second something that both Lawrence and Taras mentioned--Christopher Lee is a lot of fun at being Christopher Lee. The man was a brilliant actor (R.I.P.), and built of gravitas. He was not one to let a little thing like a complete lack of character motivation and directorial guidance keep him from having a good time. But even Lee is not as chilling here as he is in the The Lord of the Rings: The Two Towers, which was released the same year that Attack of the Clones came out. And again, that comes down to the passion of the director. On the set of those films, Peter Jackson was hopping around like a lunatic, acting out scenes to give the actors a clear motivation before the cameras rolled. These mini-performances were so filled with intention that the actors were moved to tears by them. And, no surprise, you get Lee’s intention as Saruman right away. He’s really creepy. In Star Wars, Lee comes off as debonair, but about as frightening as “The Most Interesting Man in the World” from those Dos Equis commercials.

And while we’re talking about Count Dooku, why is Count Dooku a thing, anyway? We’re introduced to him in the opening crawl, but we don't meet him until over an hour into the movie, when Obi-Wan finally gets to Geonosis. In between reading his name and his actual appearance, we hear his name mentioned many times. Right away we’re told that Padme thinks that Count Dooku is behind the attempt on her life, but Mace Windu thinks that’s “not in his character”. His character, the audience might say, but what do we know about his character? He’s just a name to us right now. We knew something about Darth Vader’s character before he even said a word. But all we know of Dooku for an hour is what other people are saying about him. Then, when he shows up, he’s obviously evil from the moment that he appears on-screen. So why keep him a secret for so long?

The fact is, we don’t need Dooku. We need a bad guy of some sort, since Darth Maul has been split in two, but Dooku fills no story function other than the obligatory Sith “apprentice” to Sidious’s “master”. Now, Count Dooku’s function in this story could have been to give the Kaminoans the order to create the clone army. After all, it was ordered by a Jedi, and Dooku used to be a Jedi. Instead, the order to create an army for the Republic comes from a character named Sifo-Dyas. Now, who is Sifo-Dyas? It’s thirteen years later, and I still don’t know. We are told that he was a member of the Jedi council who was killed ten years before Obi-Wan shows up on Kamino. And that’s all that we’re ever told about him. He’s not mentioned again in the movie, and he’s never mentioned in Revenge of the Sith. That is not enough information to have about a character who is that central to the creation of the clone army, which, in terms of the overarching plot of the series, one of the most significant events in the history of the galaxy.

Listen, I know that Wookiepedia exists. I know that there is some Expanded Universe explanation for who Sifo-Dyas was, the role he played in Sidious’s master plan, and how he died. But a movie should never--never--have to rely on external sources to tell its story. If it does, then the plot of the movie has been a complete failure.

Let’s use LOST as an example. Do you know what the mysterious, recurring numbers were all about? Well, you wouldn’t, even if you watched every single episode of the series--but you would if you played an alternate reality game called The Lost Experience between the second and third seasons of the series. In the game, it is revealed that the numbers represent something called the Valenzetti Equation, which is an equation which was cooked up during the Cold War to determine when the world would end. Or whatever. But not once are we told this during the course of the actual television series. Jack never mentions the Valenzetti Equation. Hurley, whose life was ruined by those damned numbers, is never given an explanation for their curse. The numbers keep popping up, but their greater meaning is never addressed. So, a mystery has been presented, and then answered in a place that most of the audience didn’t know existed. Chekhov's gun fired, but the theater was empty. That is horrible writing. So is Sifo-Dyas.

Another thing that you can learn on Wookiepedia is that in the original drafts of Attack of the Clones the clone army was ordered by a character named Sido-Dyas, which was a fake name that Darth Sidious himself used. That makes more sense, doesn’t it? Some guy shows up in a dark robe, and claims to the Kaminoans--who have no way of knowing he’s lying--that he is acting on the orders of the council. The clone plot would stay exactly the way it is, but the order would have come from a character that we have actually seen onscreen in The Phantom Menace. There would be a continuity of plot that does not exist in Attack of the Clones.

And the worst part? The name Sifo-Dyas came from a typo, which apparently Lucas preferred to the original. So, yes, this failure comes back to Lucas, again and again.

Donald, I know I’m going pretty hard on this point, but Sifo-Dyas is the most frustrating thing, to me, in all of the Star Wars movies (but not the thing that I dislike the most--that remains “Jedi Rocks”). More frustrating than Jar Jar, Hayden Christensen, and Harrison Ford sleepwalking his way through Return of the Jedi. I feel about Sifo-Dyas the way that Anakin Skywalker feels about sand. How about you--you were as charitable as you could be last time, but is there anything in this movie that really pisses you off?

Donald McCarthy: First, I went to echo how weird it is that Lucas constantly refers to lightsabers as laser swords in behind the scenes footage. Is he worried none of us know what lightsabers are called? Does he keep forgetting? Why does he do this? It’s very vexing. He clearly takes these films seriously, look at the time he put into them, so it’s such a bizarre tic of his.

To answer your question: the romantic plotline pisses me off because it could have been an amazing tragedy that would’ve elevated the entire Star Wars series. My God, you can practically see it when you hear John Williams’ key piece for this film, “Across the Stars.” It’s so damn beautiful and yet what we get onscreen is not (well, other than the two actors themselves). Nothing about Anakin and Padme’s relationship is at all interesting or believable. The dialogue is horrendous, the acting is shitty, and the film feels about as disengaged with the story as we are. The only workable moment is when Anakin and Padme kiss just before they’re brought out to be executed and even then it’s almost solely thanks to Williams’ music (although, it is a well directed scene). People put a lot of the blame on Christensen, but he at least manages to get a few memorable moments of fury; Portman so clearly doesn’t care that it’s borderline offensive to the audience.

If the romance worked, so much of this film would click into place because it would’ve anchored the last quarter of the film emotionally, thus raising the stakes. However, you guys are right about the battle. It looks cool, but the purpose of the armies’ movements is vague and there’s no sense of a goal. Compare this to the much superior battle at the start of the next film and it becomes apparent what’s lacking.

But being pissed off isn’t the feeling that comes to mind when I think of this film. It goes back to missed opportunities. Watch the original teaser trailer for this film. It’s one minute long and it’s perfect. There’s a feeling of newness, of maturity, and of atmosphere. There’s pure dread in it, like we’d be a fool to think this film would be a happy one. I remember seeing it in the theater and going, “Oh, man, this one is going to be playing for keeps!”

What’s noteworthy about that trailer? No dialogue.

It’s funny. If you asked me ahead of time what I’d like to see in Attack of the Clones, it probably wouldn’t be a whole lot different than what I’d be given. If you described the film’s plot to me and some of its sequences, I’d be like, “Hell, yeah, that sounds like an awesome film.”

But then we got this. The execution of this thing is just so awful. There’s a great film in here, maybe the best of the Star Wars saga. Sadly, it didn’t turn up in theaters.

In terms of unanswered questions, Matt mentioned one above, but here’s one that has bothered me for a long time: what the hell did Jonathan Hales add to the script? He was brought in and there was talk he’d be punching up the script, correcting a few things that went wrong in The Phantom Menace, but the dialogue is ten times worse than anything in The Phantom Menace. Was he as bad as Lucas at romantic dialogue? Did he get overwritten? Did he even exist? Is he Sifo-Dyas?!

And speaking of our boy Sifo-Dyas, holy shit is that note about Lucas changing the name because of a typo terrifying. He literally thought to himself, “Oh, I like this spelling better. Let me change the entire backstory here because of that.”

Lawrence, going into the film, what were your expectations? Did the trailers make you think you were getting something you weren’t? Did Lucas take the story in a way you didn’t expect or, like me, were you just let down by the execution?

Lawrence Von Haelstrom: I was pretty well-spoiled leading up to the film. I regularly followed theforce.net and a blog called the Virtual Edition where a Catholic priest (if I remember correctly) photoshopped images based on reliable spoilers. In fact, as a spoiler-gone-wrong, I was expecting to hear that “Sido-Dyas” placed the clone order. (But unlike Matt, I was never too bothered by the Sifo-Dyas thing. I figured Sifo-Dyas was just some frustrated mid-level manager in the Jedi Fiscal department and Sidious needed him to forge a purchase order for the clones.) Even as a fan of George Lucas, and as an apologizer for the Phantom Menace, I never was expecting perfection. (I should say, being a fan of George Lucas, I knew not to expect perfection.) I was pretty clear on what would happen going in, so nothing was too much of a surprise.

So while I didn’t have high hopes for the obligatory romance part of the story, I did not expect the number of unintentional laughs. The romance scenes are so horribly funny, they’ve actually become part of the film’s charm for me. I’ve said out loud way too many times variations on “Oh, I’d be much too frightened to tease a senator,” or “I wish that I could just wish away…” Just remembering those lines make me laugh as much as remembering lines from any classic comedy. The major flaw with Anakin and Padme’s romance, though, isn’t the horrible dialogue and the seemingly unrehearsed, flat line readings, it’s that Padme and Anakin aren’t doing anything. The romance is meant to parallel Leia and Han’s story in The Empire Strikes Back. Han and Leia fall in love while being pursued by Darth Vader while they fly through an asteroid field. Anakin and Padme fall in love while they’re just talking to each other. Talking on a freighter ship, talking at the Naboo Palace, talking in the “lake country,” talking, talking, talking. I hate talking! It’s coarse and irritating and it gets in everything!

If only the film had them doing something--delivering secret plans to Naboo while Dooku pursues them, looking for a mid-level flunky Jedi named Sifo-Dyas, or just going straight to Tatooine--the romance could have worked. Instead, we’re left to ask, what do these people see in each other?

Another flaw is that the film spends more time foreshadowing and setting up things from the original trilogy than developing its own characters. Do we really need to know more about Li’l Boba than the primary antagonist Count Dooku? Instead of setting up the Death Star, how about giving us a sneak peak at General Grievous?

An interesting way to think about this movie is to view it not as one part of the most popular movie series of all time, but as The Phantom Menace II. Imagine you knew nothing about the existence of Star Wars the phenomenon, but just knew this sci-fi fantasy movie called The Phantom Menace. And pretend you loved it, and you were thrilled to find out there would be a sequel. You would be happy to see that Obi Wan the Padawan is now a Jedi Master. You might be disappointed that cute little Jake Lloyd isn’t in the movie, and instead Anakin is now a brooding twenty-something. You’d be happy to see that the real Queen, Padme, has grown into a self-confident, tough, and beautiful woman. And you’d be thrilled to hear, however briefly, the voice of Qui-Gon. Maybe he hasn’t been killed after all! And the Jedi and the “Mystery of the Sith,” have they made any progress solving it? Well, it looks like the Sith plan has gone deeper than you could imagine. It’s not going to be resolved here in Phantom Menace II; they’ve engineered a Galactic War! You might also be surprised that Padme ended up with little Annie rather than the dashing Obi-Wan, but you might also get the feeling that their secret marriage won’t end happily ever after. The flaws are still there, the romance was horrible, there were some confusing characters--why was so much time wasted on that stupid C-3P0? But, you would be very eager to see how it all works out in Phantom Menace III.

For films like this, ones I have seen countless times, I’m always looking for new perspectives. Even as the worst, clumsiest, ugliest film of the entire series, it still holds up to various interpretations. Taras, is there any way to look at the movie that makes it work for you? Or am I just delusional?

Taras D. Butrej: I’m afraid I see it as pure delusion, Lawrence. The only nice thing I can ever say about Attack of the Clones is that it’s my least hated film in the prequel trilogy. It’s not as painfully clunky as the first and it doesn’t have the silly false-seriousness of the third. I know I called it forgettable but that’s a step above the sheer hatred I feel for The Phantom Menace.

As an aside, we always watch movies at work during our lunch hour. I try to bring in good new stuff or classic films but I don’t have the largest film collection. So today I got back from vacation and, much to my surprise, my coworkers have decided to watch all six Star Wars films in order. That means that The Phantom Menace was playing when I got into the break room.

I made it about twenty minutes. I ate my meal, sat there for about three more minutes, then decided I would rather go back to work than spend one more second dealing with child actors, wooden acting and Jar-Jar Binks.

I tell this story to try and put my feelings for Episode II in perspective. I may not like it but I won’t actually go back to work rather than watch it. I might work through lunch during Episode III. I haven’t decided yet.

But anyways, back on track. I don’t think anything that was intentional about Attack of the Clones was good. The only stuff worth remembering or talking about are the happy accidents. Making fun of the dialogue, Ewan McGregor and Christopher Lee somehow pulling good scenes out of their hats, Natalie Portman impersonating a piece of wood. These are the things I think about during the rare moments when I’m being forced to think about this film.

I think the plot is weak and the set pieces exist only to make the director/writer/laser sword enthusiast happy. I think the dialog is almost an afterthought. I think the idea of the clones is phenomenal and this is the first time I’ve ever heard of the Sifo-Dyas snafu (and that makes me angry). The sad thing is that I’m still trying to be nice. I don’t hate Attack of the Clones. I just don’t care about it.

To me, George Lucas took over two decades of depth, development and love, trampled all over it and made something he claims his kids would like. Personally, I think he did it for his own inner child, consequences be damned.

On a lighter note, I still love the idea of the film. For the rest of my life I’ll wonder what this trilogy would have been like if it had been helmed by a different director. So I’ll throw that question back to you, Matthew. Considering the plot, the script, and the set-pieces, what director do you believe would have made Attack of the Clones a film on par with A New Hope? Or do you believe that this would be an exercise in hopelessness?

Matthew Guerruckey: Boy, oh boy--if we’re just changing out directors? Man, then we’d still have to deal with moon-eyed idiots wishing away their wishes. But, okay, if I was picking directors, back in 2001, when they were putting this trainwreck together, I probably would have said Peter Jackson. Jackson’s a guy who really commits to the emotionality of his material, so he might have been able to wrangle something moving out of Anakin and Padme’s romance, and something terrifying out of Anakin’s massacre of the Tusken Raiders (more on that in a second). But more than anything, Jackson could really have brought some excitement to the end battle with the clone troopers. As it is, that section of the film represents everything that doesn’t work about this movie: instantly dated-looking digital effects featuring poorly framed action with characters whose stories we don’t understand and whose fates we don’t care about.

Of course, if Peter Jackson had made this movie, it would also be three hours long and Anakin would have almost died, in slow-motion, about eight times.

You could keep the basic plot of this movie and have it be very exciting--it’s the dialogue that’s so wretched. That brings me back to Anakin’s Vader-level destruction of the Tusken camp. Now, to be fair, I actually think this is one of the best scenes in the movie. It’s Hayden Christensen's best moment, and shows why they cast him. And Anakin should have some sort of problem controlling his rage, we should see Vader in him already, which should make us hope that Padme can save him, even though we know that she won’t. That is the implied tragedy of Attack of the Clones. But after Anakin rants about killing little baby sand people, Padme’s response is to tell him that he’s just “human” and that his response was natural.

No.

No, no no no no. No.

Padme Amidala is a Senator, a diplomat. Had Anakin been conflicted about seeking revenge on the specific Tuskens who had enslaved and killed his mother, that would be one thing--but Anakin makes it clear that he killed the entire camp, including women and children. Anakin’s just committed genocide, and all that Padme says to him is that he’s human.

That exchange gets to the core of one of the biggest problems with all of these prequel films: who, exactly, is Padme? She has absolutely no defining characteristics. You know who Princess Leia is as soon as she appears onscreen--she’s elegant, but tough. She doesn’t take shit from Darth Vader or Han Solo, and she knows her way around a blaster. Now, Padme doesn't have to be tough in the same way, but she needs something that defines her as a character. We do know that Padme cares about democracy, because she tells us that she cares about democracy, but how does that manifest in her actions? All that we ever see Padme do in this movie and the next one is to help to destroy her precious democracy because she just can’t get enough of her genocidal bad-boy Jedi.

All that we can say for sure about Padme is that she’s nice. She’s nice to little Anakin when he misses his mother, she’s nice to the Gungans to get them on her side, she’s nice to grown-up Anakin when he murders the Tuskens, she’s nice to Senator Palpatine even though he is clearly and completely evil. Without anything else other than that niceness to latch onto, Padme just stays boring. The original trilogy built characters in mere seconds. We learned more about the emotional landscape of the rancor keeper in Jabba’s palace in one scene than we do about Padme’s interior life over the course of three movies.

Help me out here, Donald, is there something I’m missing about Padme?

Donald McCarthy: My friend, you are not. She is a terrible character outside of The Phantom Menace and even there it’s more like she’s a character with unfulfilled potential. In Attack of the Clones she ceases to make sense, at best. At worst, she becomes a knowing enabler of a monstrous human being.

There is absolutely no way to make sense of her casual acceptance of the fact that Anakin slaughtered an entire camp unless we accept that the people of the Star Wars universe just think Tusken Raiders are a bunch of animals. In that case, the films need to let us know that because it’s a pretty important point.

Since the film doesn’t, it implicitly allows us to believe Padme is right to be all “cool story, bro” about Anakin massacring the Tusken Raiders. Paradoxically, the film also wants us to know that what Anakin is doing is dead wrong. It is a clear indication of his turn towards the Dark Side and Revenge of the Sith harkens back to it.

That’s a problem, to put it lightly. Earlier on, I said that Anakin’s attack on the Tuskens is a great moment in the saga and I absolutely hold to that. However, it’s a confused moment in the romance of Anakin and Padme. As much as we’ve bashed the Anakin/Padme scenes in this film, I think it’s important to point out just how destructive to the entire prequel trilogy this failing is. I also said earlier on that the lack of a great romance wasn’t surprising, but the more this discussion has gone on, the more I’m starting to think, expected or not, the fact that this plot didn’t work is a huge problem.

The formation of Darth Vader is supposed to occur because of this doomed relationship. At some point, Lucas made the decision to have this be the catalyst. There’s no allusion to it in the original trilogy other than the fact that Luke and Leia’s mother died young. For all we know, the twins could’ve been the result of a one night stand. The closest clue we get is that Leia describes her mother as sad, but that’s pretty damn vague.

Yet, as far back as I can recall, it was simply accepted by fans that this is what we’d get. Does anyone older than me recall when fans started accepting that Anakin and Padme’s relationship would be the cause of Darth Vader?

So, for whatever reason, Lucas decided to have this romance be the lynchpin of the saga. Well, he really needed to consider whether he could pull that off because the result could only leave audiences wanting more (or less). Had the romance worked, I think a lot of the other items about the prequels that annoy people wouldn’t be harped on nearly as much because the emotional element of the prequels would’ve been in good shape. I mean, just think about how horrible The Empire Strikes Back would’ve been had Leia and Han put us all to sleep.

Should Lucas have come up with another way for Anakin to become Darth Vader? Is there another path present in the DNA of these films?

Lawrence Von Haelstrom: I’ve spent some time thinking about this question now, and I really think the answer is no. For Darth Vader’s redemption to work, his tragic flaw has to be love. If the prequels do anything, it makes Vader’s betraying the Emperor to save Luke more understandable and believable. And that only works if what drove Anakin to evil is love. What else could it be? A lust for power? We have that in Palpatine. Being betrayed by his peers? Then he would only be driven by revenge, Luke’s pain would have meant nothing to him. No, it has to be love.

Please indulge me once again and allow me to explain how I can just explain away all these perceived flaws. We’ve talked about how Padme is no Princess Leia, how Anakin is mopey and insolent and nothing like Han or Luke. Well, the heroes of the Star Wars story are Luke, Leia, and Han. Anakin and Padme don’t act heroically because they’re not heroes! In fact, they’re the very ones who screw everything up. They can never can compare to our beloved heroes of the original trilogy because they are not the good guys.

Take the Tusken Raider massacre. It’s not just the turning point for Anakin, it is also the turning point for Padme. Up until that moment, Padme has been brushing away Anakin’s advances. She may have some feelings for him, but she has a political mind and thinks sensibly. She follows her thoughts through to conclusion and knows they take her to a place she cannot go (and, yeesh, if I wasn’t cleverly quoting the film, I would totally rewrite this clunky sentence). But then Anakin goes off and massacres an entire tribe of indigenous people and she doesn’t feel that bad about it. In fact she empathizes with Anakin’s display of power. There’s a cognitive dissonance now between what she feels and who she believes she is. The only way to explain it to herself, a good person who doesn’t feel bad about this horrible thing, is to convince herself that she must love the person who did this horrible thing. The moment she explains away Anakin’s act is the moment she stops living sensibly. She, a young Senator with an entire career ahead of her decides to get secretly married to a Jedi. And that’s not smart.

Anakin and Padme are not a functional couple. Their relationship is grounded in deceit. They’ve spent their lives being manipulated and trying to manipulate. (Padme was the one who put Palpatine in power to begin with.) Padme is no Leia. Leia is more self-aware, more pragmatic, independent and brave. Anakin is no Luke. Anakin thinks he knows all the answers and believes the ends justifies the means, Luke is naive and sincere. Leia and Luke have to clean up the mess their parents made.

Anakin’s tragic flaw isn’t just love, it’s believing what he had with Padme was true love.

I’m adding to the text here, I know that. If these deeper characterizations were intended by the film, it would have done a better job of cluing the viewer in on these interpretations. But if Homeric scholars can explain away inconsistent characterizations of Achilles, why can’t some guy on the internet do the same thing for old Padme Naberrie?

Taras D. Butrej: Why can’t you explain away such inconsistencies? Because you’re now ascribing a very thoughtful, human, moving design to a film written and directed by someone I suspect may actually be insane. Not figuratively, but literally insane. The more stories I read about how Mr. Lucas acts and talks when it comes to Star Wars, the more I believe he may actually be pulling a Tolkien (y’know, talking to fictional characters and having tea with them).

So yes, Lawrence, while I absolutely love your theory I just don’t see it anywhere in the movie. I see a weak character with no direction (thanks both to the writing and the acting) shrug and tell Anakin that he’s forgiven for what he did. There were no emotions playing across her face and she wasn’t weighing the slaughter of an entire village against her feelings for a petulant teenager. She just told him what he wanted to hear.

Which sums up my entire problem with this movie. It’s just checking off boxes in an attempt to appeal to fans. Attack of the Clones is nothing more than filler in a trilogy that’s nothing but filler. At some point George Lucas and Hollywood agreed with fans and decided that it really would be great to see the origin stories of our beloved heroes, and going back to the creation of Darth Vader was a perfect idea on paper.

But holy crap. Characters appear and disappear or are introduced just for us to see them cut down in battle. There are people mentioned willy-nilly and characters that appear to be bit players are supposed to be important to us. The film jumps from planet to planet, location to location and

I never feel like we spend enough time somewhere to really soak in the atmosphere.

And speaking of atmosphere, I forgot just how bad the special effects are at points. Remember when they battle in the arena and at one point Padme gets on the creature pulling the chariot? Go back and look at just how terrible the green-screen effects are. I know they were impressive for their time, but this one scene says it all. Just because you can doesn’t mean you should.

The story is somehow convoluted, fast-paced and boring all at the same time. I would actually go so far as to say that it retroactively diminishes my enjoyment of Episodes IV-VI. I hate it that much.

Okay, I’m going to wrap myself up before I start frothing from the mouth. Going into this discussion I thought that this was my least hated film in the prequel trilogy. Which may still be true. But I now hate it even more than I did before. Hooray?

Matthew Guerruckey: Yeah, Taras, that’s not far off from my own feelings here. I came into this viewing with the hope that I could find something to latch onto, but there’s just no anchor here. Everything is bad. In both The Phantom Menace and Revenge of the Sith, the audience is given enough to keep us going on to the end--enough excitement, enough intrigue, enough spectacle. But Attack of the Clones is just overbearing. It’s as if Lucas, who was obviously inspired by the equally tedious Gladiator, was standing in the middle of that Geonosian stadium, surrounded by Jedi slaughtering swarming bug-creatures and battle droids, shouting “Are you not entertained?!”All of that “excitement” just feels like Lucas trying to make up for the supposed flaws of Episode I. In trying to justify the prequels, Lucas provided us with the greatest argument against their existence.

Donald McCarthy: Diehard fan that I am, yeah, this is the one film I can’t watch all the way through. There’s an hour’s worth of great material, most of it on Kamino or Coruscant. A little bit of Geonosis. None of it on Naboo. Believe it or not, outside of one romance scene in Revenge of the Sith, I can gleefully watch that film the whole way through. Ditto with The Phantom Menace. As much as I like some of the ideas at play in Attack of the Clones (including, by the way, the crazy pulpy title), I can’t endorse it as a film worth watching. If you’re going to watch it, keep your finger on the fast forward button. Or, better yet, the skip scene button.

Lawrence Von Haelstrom: So I guess that leaves me the last man standing trying to say good things about this movie. And the best I can say is that the film is a personal vision and a celebration of movies from the director’s childhood. That might be enough to make it worth watching as a curiosity. But ... let me point out two films made during the production and release of Attack of the Clones: Robert Rodriguez’s Spy Kids, and Spy Kids 2: The Island of Lost Dreams. Here we have another visionary director/writer/editor making movies for his children. They’re filled with CGI made by the filmmaker’s in-house effects studio. Their narratives move by their own logic and never quite feel like they take place in a real world. But the difference is everyone involved is having fun. There’s no question about the tone of the films. (Look at Antonio Banderas and Ricardo Montalban having the time of their lives!) The computer graphics aren’t as sophisticated as ILM’s, but the viewers and their imaginations are having so much fun, they don’t care! This is what Attack of the Clones failed to do: take us along for the ride.

Join us next month, as the prequels come to a (satisfying?) conclusion, in Revenge of the Sith.