{Pop Culturally Insensitive will now be co-hosting (De)Constructing the Ion Canon, an ongoing blog surveying the entire official Star Wars canon according to its timeline. Check back every week for the next installment.}

Get caught up with the mission statement, and Episode I.

The year is 2002. The WWF was now the WWE, Michael Jackson dangled a baby out of a window, America was on the precipice of picking Kelly Clarkson as the first American Idol, and folks’ expectations, while tempered, were growing for the newest installation of the prequel trilogy. Things had changed vastly in the three years since the sci-fi/fantasy series had released Phantom Menace, mainly that fantasy had overtaken sci-fi. Wizards and heroes were all the rage, with Harry Potter and The Lord of the Rings conquering the box office (not to mention the debut of a certain web-slinger just a few weeks prior to this film’s premiere), unlike when its predecessor duked it out with The MatrixThe Mummy and James Bond. In three years, it became a very different world, worried less about Y2K and more about terror, cassette gave way to CD, and a new experiment in cinema called “digital projection” was being toyed with. In fact, film’s forever tinkerer George Lucas had announced that an additional shot of the film could only be seen if you saw it digital projection. Not that it wasn’t already the top of my must-see list, but now I knew: “I have to see that in digital projection” I said (and knowing I once said that makes me cringe to this day). So see it I did, several times. In 35mm, in digital projection (turns out, it was a shot of Anakin’s hand. That was it). For friend’s birthday parties, for whatever the awkward pre-teen equivalent of a hang out is, weekends with the family. And yet, like many of you out there, there’s very little I remembered about this oft-derided film besides the existence of Count Dooku and a scene in an arena.

Therefor, I’d wager it’s about time for a refresher course, so let’s talk about Attack of the Clones:

Have you ever seen half of a great movie? Now, I’m not talking seeing half of Citizen Kane on cable. I’m talking about seeing a full, feature length film, half of which is a thrilling mix of Blade Runner and Ben Hur, and half a poorly written, worse acted soap opera? Well, if you haven’t, stop reading now, because clearly you haven’t seen Attack of the Clones yet, and there’s gonna be spoilers abound.

Now, there’s two schools of thought on this film, that are simply the converse of one another: You’re either “Sure, the stuff with Obi-Wan, Dooku and Palpatine was cool, but the stuff with Anakin and Padme was awful” against the film, or you’re “Sure, the stuff with Anakin and Padme was awful, but the stuff with Obi-Wan, Dooku and Palpatine was so cool” for it. Myself, I’ve fallen into the latter camp on this one, and it’s really hard not to.

We open with an assassination attempt on the now Senator Amidala which involves a god damned ship exploding, so we’ve already beaten out pretty much all the action in Phantom Menace already. Padme, who still apparently has decoys at this point, rushes to the dying body of the one currently posing as her, as the decoy exclaims that she’s failed Padme by…doing precisely what she was meant to, taking the hit intended for the actual Senator (by the end of this film, you’ve either abandoned trying to make sense of it in a derisive huff, or come to accept that this universe has a logic entirely its own). Inside the office of Chancellor Palpatine, some Jedi have assembled to discuss how to move forward knowing Amidala is still the subject of much scorn amongst the seedier corners of the galaxy, and so they offer to assign her a body guard, which Amidala, arriving with her entourage including a now much more reserved and silent Jar Jar Binks, is reticent to accept until they conclude that her former companion Obi-Wan Kenobi should be the one assigned to her. It’s been a long time since they’ve seen one another, and since she’s seen Obi-Wan’s apprentice Anakin. Indeed, Amidala appears to have aged to about 16 or so, while Anakin…has become at least 19, really, honestly. Oh, and Obi-Wan has a beard and long hair now. It’s…anybody throwing water on the “Ezra is Kylo Ren” theory because the age difference in appearance isn’t believable had best revisit the first two prequels to see how little of a s**t they give. Hell, they don’t even bother to attempt aging secondary characters like Mace Windu.

Yep, totally looks like they’ve aged the same amount of time.

Anyway, the trio are reunited (after being greeted at the door, with one of his handful of lines, by Jar Jar), and there’s some lingering talk of how much Anakin has grown which, with better writing and chemistry between the two leads, could have made the audience feel a romantic tension between Padme and Anakin instead of feeling like somebody was trying really hard to tell you there’s romantic tension between the two when there really isn’t. It’s hard to tell whose fault the dead weight of the Anakin/Padme interactions are, but due to little flickers you see later in this film, as well as Revenge of the Sith (which we’ll get to in…jesus, 8 weeks? Why am I doing this to myself?), I know it’s not the popular opinion, but these two are good actors who can really hit certain emotional cues when not weighed down by really uncomfortably robotic dialogue. Sure, they don’t have the McDiarmid/McGregor/Lee caliber ability to sell almost any line in front of them, but in silent moments the two can deliver really powerful performances, so I’m afraid the fault really lies with the script on this one.

Meanwhile, a mysterious Mandalorian armored figure tasks a veiled, purple attired woman with something as cars fly past in a dark city sky, very Blade Runner-esque. As you’ll see throughout the film, Clones has the advantage over Menace in it’s sheer cinematic nature. The idea of tone, of shot choice and lighting, of ambience and atmosphere, of using set pieces not just to dazzle but evoke emotion, its clear these become a priority to George after his much-panned previous endeavor. Or maybe he had just shaken off the cobwebs with Menace (remember, he hadn’t directed anything before that since the original Star Wars), and after flexing the basic filmmaking muscles three years prior, he was ready to get more into the advanced. Whatever the reason, it’s clear Lucas had stepped away from Amblin kid simplicity, and fell more in line with the darker, more low-key lighting and murky atmosphere of film noir and James Bond.

Indeed, we see that James Bond influence strong when, as Anakin and Obi-Wan bicker about the best way to look after Padme (Anakin wants to find the attempted assailant, Obi-Wan just wants to protect her), the purple clothed woman (whose name, by the way, is Zam Wessel, thought originally she was intended to be Aura Sing, from that shot during the podrace in Phantom Menace) sends a robot to cut through the glass and delivering two presumably poisonous insects into Padme’s room while she sleeps (a la the tarantula in Dr. No). Anakin and Obi-Wan both sense it through the Force and charge into the room, Anakin killing both with his lightsaber while Obi-Wan, and I’m sorry to go bold for this, but it needs to be emphasized, jumps out of a god damned window and rides a ****ing flying robot through a Blade Runner cityscape. Honestly, you could stop the movie right there, and I’d be good, but this kicks off one of the most imaginative and thrilling sci-fi/action sequences in the entire franchise, as Anakin steals a ship to try and catch up with Obi-Wan.

Here we get some snarky banter on par with the type Han would throw at Luke or Leia when Obi-Wan asks “What took you so long?” and the two go at it for a bit, showing Lucas can convey a believable relationship through dialogue, just not a romantic one. It’s fun to watch Anakin and Obi-Wan together, their relationship less the mentor/mentee paternal one of Qui-Gon and Obi-Wan, and more one between an impulsive younger brother and the older, more supervisorial sibling, and even when you know what’s coming next through dialogic cues, Lucas (like Spielberg and the rest of their ilk) knows how to make the cliched feel classic, as Obi-Wan complaining they’ve lost Wessel leads to Anakin leaping from the ship to land on hers, and McGregor even following it up with a cop show/comic book movie ol’ stand by of “I hate it when he does that”.

In another brilliantly pulse-pounding moment, Anakin causes Zam’s ship to crash land, but she escapes into a building. Informing Obi-Wan, who finally catches up to Anakin with a quip of “Why do I have a feeling you’ll be the death of me?”, that he believes Wessel to be a shape shifter, Obi-Wan urges caution and keeping a low profile as they entire a seedy and exciting set piece, the murky sports bar whose design and decor abandons the whimsy of Mos Eisley in favor of a much more damp blue dreg of a dive, more fitting the tone the film is (mostly, as we’ll see) going for. While Anakin searches the place, Obi-Wan finds a spot at the bar to observe more covertly, and we’re treated to perhaps the single best scene in all of the prequels, the most true to the original series, the “Death Sticks” sequence.

Finally locating Zam and chasing her out into an alley to interrogate her (you almost feel like they’re going to rough her up too, or shout at her a la Popeye Doyle in The French Connection), all she can say is she was hired by a bounty hunter before being killed by a poisoned dart, and we get our first real look at one of the two candidates for the “big bad” of this film, Jango Fett, in full Mandalorian glory as he flies away from the scene. Returning to Coruscant, the Jedi council states that they must find the attempted assailants, meaning Anakin was right when arguing with Obi-Wan. The more matured filmmaking and storytelling skills on display would suggest Lucas meant that, as though to convey the teenager-esque Anakin’s break from Obi-Wan and subsequent youthful, angsty rebellion as the result of that pivotal moment in a young kid’s life when they start being right and their parents wrong. But, then again, after the last film, it could just as likely be that this change of plans happens for the sake of convenience, and to simply move the plot forward. Either way, Obi-Wan has now been assigned to hunt down the source of these attacks, while Anakin has been assigned sole guard duty of Amidala, who demands to be brought back to Naboo, despite Anakin’s arguing otherwise, in a scene that could have showed both of their headstrong attitudes and maybe some It Happened One Night romantic tension if the dialogue hadn’t read like some freshman year film school assignment.

Padme delegates her Senatorial powers to Jar Jar Binks because of course, and Obi-Wan finds himself in a robot space diner run by a greasy, obese mustached alien, which is my favorite sentence to have ever typed. Obi-Wan is sent in the direction of a planet called Kamino, and here our narrative diverges, as we cut between Obi-Wan’s stellar noir-style search for answers, and Anakin and Padme’s necessary but lifeless love story, so rather than jump back and forth, let’s just start with the better of the two.

Obi-Wan makes his way back to the Jedi Temple library (a gorgeous set-piece you can actually visit, since it’s almost identical to the Long Hall at the Trinity College Library in Dublin), but discovers Kamino is nowhere to be found in the Jedi records. Despite the librarian’s insistence that if something isn’t in the Temple records, it doesn’t exist, Obi-Wan seeks out Yoda, whose in the midst of instructing a group of younglings, in an adorable sequence that proves, contrary to what Episode I would have you believe, that kids can be adorable in Star Wars as long as you’re not trying to make them be. Posing the query before the students, one suggests that the absence of Kamino is due to someone erasing it from the records, and since the film has already addressed a former Jedi named Count Dooku, you get a sense who it might have been. You know, it’s like Chekhov’s lightsaber. Eventually, Obi-Wan finds the coordinates for Kamino and makes his way to a rainy landing platform at a strange facility where a gorgeously computer animated Kaminoan greets him saying he’s been expected. Come on, a dark, rainy ominous science facility that was expecting the unannounced Obi-Wan on a planet mysteriously erased from Jedi records which is linked to the assassination of an attempted assassin? The sheer espionage and intrigue, how are you not on board for this film all the way? (Oh, right, the other half of the narrative. We’ll get there.)

Discovering that the facility has been creating a clone army superior to any battle droid at the instruction of a long deceased Jedi named Sifo-Dyas, Obi-Wan inquires as to the source of the clones, where we formally meet Jango Fett and his clone-son Boba (all the other clones go through an adanvced aging process, but Fett asked for one at a normal age rate to act as his child, because it all needed to be tied into a fan favorite character of little real consequence because…reasons). Reporting back to the Jedi Council about the clones, Obi-Wan deduces that Jango was the bounty hunter he’s been searching for, and chases him through space in one of the best thrill-rides the prequels deliver, complete with asteroid tunnels, sonic explosions in space and even an homage to Empire Strikes Back with Obi-Wan attaching his ship to the back of an asteroid. He follows Fett to the planet of Geonosis, another brilliantly designed planet and race of creatures, where he discovers Count Dooku is working with the Trade Federation (made up of a Geonosian, a strange but engaging android-like alien, and the two Neimoidians from the first film who you sort of grow to hate by this one, their Mickey Rooney Asian accents and general ineffectualness becoming more prominent in this installment), to build an army of battle droids to take on the Republic, as well as arranging Padme’s assassination attempts. Obi-Wan sends out a transmission attempting to warn the Republic and the Jedi, but is captured midway through.

Meanwhile, checking in with the couple who has all the believable deep romantic love of a shotgun wedding, we’re treated to a string of dialogue meant to either convey character development or a budding relationship, achieving neither, but rather painting (with a wide, wide ****ing brush) Anakin’s teenager-esque tendencies, and the idea that though they apparently love each other, they can’t be together because the Jedi forbid romantic entanglements (probably discouraged in those letters from St. Paul of Tarkin **rim shot**). We arrive on Naboo (where, side note, the architecture and costumes seem really out there and sci-fi, but their luggage looks like Samsonite. I’m just saying), they talk, share a really uncomfortable kiss, and then Anakin has a nightmare premonition about his mother in a scene that manages to be the least believable thing in a movie about space wizards. He and Padme head to Tatooine where they run into C-3PO again because…reasons, and Anakin confronts Watto, whose new facial hair and attire seem hellbent on confirming those anti-semitism complaints from the first film, from whom Anakin finds out his mother was bought by and then married to a man named Cliegg Larrs. Anakin seeks out Larrs, and meets his half-brother Owen and his girlfriend (who he addresses as “girlfriend”, the only time the word is used in the series, and it feels really jarring to hear it) Beru, who reveal to Anakin that his mother was captured by Tusken Raiders, and while Anakin going to find his mom is probably the most significant plot point you forgot was in this film, seeing the passion in his face as he rides that speeder bike into the desert gives serious creedence to the idea that the script is holding this kid back, and his tear-filled reaction to his dying mother, and the rage with which he slaughters the Tuscan Raiders afterwards (a scene that should have been so much longer) confirms it. Returning to Padme and confessing that he “killed them all”, we can see just about the point Natalie Portman checks out of the film, as they’re both forced to utter lines like “I will even learn to stop people from dying” that even Laurence Olivier couldn’t pull off. After a funeral for Shmi Skywalker, eulogized by Cliegg, who is hands down the most grizzled character in all of Star Wars lore, Anakin and Padme intercept the transmission from Obi-Wan and, realizing it would take too long for the Jedi to reach Obi-Wan in time, decide to attempt a rescue themselves, flying off, 3PO in tow, to Geonosis.

Remember how I mentioned that even Olivier couldn’t pull off certain lines? We’re about to spend a little time with people who could. First, an assemblage of delegates, including Jimmy Smitts as the future adoptive father of Princess Leia Organa, discuss using the now-come-to-light clone army to combat the droid masses on Geonosis and fight back the increasingly dangerous Separatist forces, but in order to do that, Palpatine asserts, he’d need to be granted emergency power. Palpatine convinces the Naboo proxy-Senator, Jar Jar Binks, to deliver an impassioned speech in support of emergency power being granted to the Chancellor, when McDiarmid gets the chance to let out a victorious acceptance monologue, he shows Lucas could have handed him a phone book or worse, and he still could capture your attention and ignite your imagination.

Speaking of folks who could read a phone book, Obi-Wan is captured by Saruman…I mean Dracula…I mean Scaramanga…I mean f**k I miss him so much. Christopher Lee as Count Dooku is one of the absolute highlights of this film and indeed this whole prequel endeavor, delivering every line with the kind of grandiose gravitas it needs, understanding the theatrical, operatic quality of this fantasy and playing into it brilliantly. His villainous banter taking on Ewan McGregor’s best Alec Guinness is one of the most magnificent things in Clones, and even later lines like “It is obvious that this contest cannot be decided by our knowledge of the Force, but by our skills with a lightsaber” that would have been atrocious on any other actor’s tongue sound so gloriously badass from one of the greatest cinematic villain actors.

Landing on Geonosis, C-3PO is united with R2-D2, and their bickering ensues almost immediately, as does 3PO’s stiff bumbling. As Anakin and Padme fight off cave-dwelling Geonosians and fall onto the conveyor belt of a droid factory, the two affable droids stumble their way through it all, proving that we’ll gladly accept fumbles and puns a la Jar Jar (“I’m beside myself”, “This is a real drag”) if they’re delivered by the right character, and perhaps because while 3PO himself could probably get annoying, the Abbott to his Costello is there on the scene flying around with jets and generally saving the day for the usually-kickass-but-in-this-scene helpless Amidala. When you look into the making of the film and find out this conveyor belt sequence was tacked on later to “improve the pacing”, it comes as no surprise. The scene is of no consequence to the rest of the film, adds nothing to the development of any characters, and short of a few cheap thrills honestly slows down the story. It’s not Anakin and Padme sitting in a Naboo field sharing their feelings dragging, but it certainly doesn’t help things.

The human duo are captured, and share some could-have-been-good love dialogue before being wheeled into the coliseum, another stunning set piece which leads to more delightfully snarky dialogue between Anakin and Obi-Wan as they’re being chained to large stone pillars. Quickly regaining her sense of action, Padme climbs atop the pillar while Anakin and Obi-wan just dangle and bicker, reclaiming her role as the badass some of us really loved in the last film, and the moment when, once somewhat freed from chains, Padme leaps aboard the creature Anakin has lassoed and kisses him on the cheek is not only her most believable romantic moment in the film, but its a genuinely endearing scene that shows the two have viable chemistry when its not being forced through words.

A series of imaginative creatures are released that the trio fend off in the absolute highlight of the movie. Chain flailing and gladiatorial combat and high flying flips ensue before the coliseum is set upon by an army of Jedi and clone troopers, all under the watchful gaze of a brooding Count Dooku, two panicked Neimoidians, and the soon called into action Jango Fett. Boba watches as his father tries to take the field, but to paraphrase a famous song, the Jedi there refused to yield. It’s an epic slaughter, on par with the coliseum sequence from Season 5 Game of Thrones, and almost approaching its level of violence when SLJ’s Mace Windu straight up beheads Jango Fett, in full view for Boba and the audience, leading in the greatest toy in cinema history, the Jango Fett with magnetic head from Hasbro.

Escaping the coliseum, the trio chase down Count Dooku to a different facility while Yoda leads the clone troops in the utter destruction of all the Geonosian forces. In the midst of the action, Padme is knocked from the ship, along with a clone trooper, and falls upon the sand. Anakin demands they turn the ship around and land it to rescue her, and Obi-Wan insists there’s no time, they have to get to Dooku, and that Anakin cannot let his personal feelings get in the way, an argument that would carry a lot more weight if they weren’t referring to an actual Senator who they’d just abandoned in the middle of an active war zone with only one soldier at her side, and who they were specifically assigned to protect, whose been the subject of two assassination attempts by the very people they’ve now stranded her in the midst of, virtually unattended. You know, that’s twice this film Obi-Wan’s blatantly misunderstood what their job was, and when you tack on getting intellectually bested by a youngling, the fact that he’ll think the best hiding place for himself and Anakin’s son iss on Anakin’s home planet, with his own family makes a lot more sense.

Dooku is attempting to flee with the Separatists plans for an ultimate weapon, a spherical ship that can seemingly destroy planets, which he intends to bring to his master, Darth Sidious. Obi-Wan and Anakin track him down, and foolhardily charging in, Anakin is quickly cast aside with force lightning as Dooku (with my favorite lightsaber design in the entire series) battles it out with Obi-Wan, whose  simply no match for him. As Dooku prepares to deliver the death blow, Anakin leaps in and, with both his own blade and Obi-Wan’s, performs some of the most exhilarating combat in the entire film before losing one blade and ultimately his hand. About to escape, Dooku is once more set upon, this time by Yoda, with whom he engages in a surprisingly entertaining Force battle that Lee brings an impressive level of conviction to, before delivering the aforementioned “skills with a lightsaber” line, as the tiny green creature goes toe to toe with the Count in a flipping, extravagant lightsaber duel that’s both absurd and viscerally enthralling. Knowing he cannot win, Dooku manages to escape, leaving the Republic and their Jedi to count their losses, consider their victories and plan ahead.

Back on Coruscant, Dooku delivers the plans to Darth Sidious, who suggest the creation and use of a clone army was part of his plan all along. The Jedi council laments that, after years of peace in the Republic, the Clone Wars have begun, and fear what lies ahead.

Meanwhile, the final shot of the film isn’t troopers marching off to war or some grand ceremony, but parallels Empire Strikes Back‘s dour, reserved finale, as Padme and Anakin wed on Naboo, witnessed by the two droid companions, and (if you saw it in digital), Anakin’s metallic hand clasps hers. The film has done so little to establish their relationship as believable, and I don’t know if it was the sweeping John Williams score, or just the pair’s silent expression, but I found this scene quite moving, and a fitting conclusion to the film. The way they look into each other’s eyes with an almost Graduate-esque sense of uncertainty is genuinely beautiful, and the two share a genuine connection, finally tenable as pair of “star-crossed lovers” unsure of why they’re doing this, or whether they should, just knowing they want to.

And that’s where they leave us, setting up both the conclusion of another trilogy, on the precipice of not one but two destructive wars, and igniting the flights of fancy that would eventually create two Clone Wars television series (though only one “really” happened, apparently). I didn’t have terribly fond memories of this film, and had friends who swore up and down it was the worst in the franchise, but I have to be honest, I enjoyed myself. I may be sounding like June on an episode of HDTGM, but I had a blast, and found the film totally engaging, tonally well-conceived, and was able to look past the dragging chunks of Anakin, which was impossible to do in the first film.

I’m sure some folks feel differently, and I’ll gladly welcome the discussion, but in terms of “Is it worth watching?” I would not only say yes, I’d suggest anyone thrown by this somewhat glowing review of an oft-derided film revisit it before you cast scorn and derision towards it, especially if it’s been years since you’ve last seen it. In the wake of political allegory in dark fantasy like Game of ThronesThe Dark Knight and Captain America: The Winter SoldierAttack of the Clones feels more connected with today’s cultural landscape than the quivering, recovering, longing for the fantastic and distracting world of 2002, and its maturity compared to its predecessor may be more recognized now that we, the likely previously juvenile viewers, have reached our own.

We’ll be taking a break from the live action for a little while (for eight weeks, to be exact) as we dive into The Clone Wars, starting with the 2008 theatrical film that launched it all, so check back in on September 18th for that, and until then feel free to chime in in the comments.

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12 thoughts on “(De)Constructing the Ion Canon: Star Wars Episode II: Attack of the Clones

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