Why Attack of the Clones is Way Better than You Remember

Aatif Rashid
Dec 26, 2019 · 16 min read

One of the clearest signs that George Lucas actually cared about his movies is the time he took to make them. Whereas Disney set itself a ridiculous timeline of releasing a new Star Wars movie every year since they purchased the franchise, Lucas took three years between The Phantom Menace (1999) and Attack of the Clones (2002), and then another three between Clones and Revenge of the Sith (2005). Whatever you think of the movies, it’s therefore undeniable that Lucas cared about each one individually. As a result, unlike, say, Peter Jackson’s The Lord of Rings, which was filmed all at once, each Star Wars prequel feels emphatically unique —possessing not just a different plot with new planets and characters who’ve noticeably aged and changed, but often with a completely different visual and cinematic style. I think this is most notable with Attack of the Clones, which, despite its somewhat silly title, is a much more serious film than its predecessor — and I would argue, a much better one.

If The Phantom Menace, as I discussed in my previous piece on the Star Wars prequels, is a silly adventure comedy that achieves an ironic brilliance through Lucas consciously playing with the audience’s meta-awareness of where the franchise is going, Attack of the Clones is simply a genuinely good movie, a thriller and police procedural mashed up with an epic romance that, despite some cheesy dialogue and, shall we say, unsteady acting, achieves with its 40-minute final battle set piece the space-operatic emotional intensity that Lucas was aiming for. I was honestly genuinely surprised how much I enjoyed re-watching this filmperhaps part of it comes from how different it feels from the new Disney products. The Disney directors, J.J. Abrams especially, seem to believe that flooding the screen with flashing lights and loud noises can make up for any emotional deficiencies in a narrative. Lucas, by contrast, gives us a real story, with real tension, and action scenes that feel earned rather than just a default.

More than that, I maintain that on the micro-level, no one can create and direct a thrilling action set piece like George Lucas. He understands the mini-arcs required to make such set pieces thrilling, how action scenes are not just flashing colors and movement, but controlled storylines, each with a beginning, middle, and end, with setbacks for our characters, obstacles they must overcome, and ultimately an emotional arc that the audience must go through. Watching the new J.J. Abrams Star Wars movie, I grew exhausted as our heroes hyperspaced from one battle to the next, with no time for rest. After a while, the planets and settings all blurred together, and all sense of tension disappeared. Lucas, though, kept me riveted to the screen, and the tension he created from scene to scene was enough to make me forget the cringier moments of dialogue between Anakin and Padme.

As with Phantom, Attack of the Clones begins with a ship, in this case Amidala’s familiar silver Naboo fighter soaring down towards Coruscant and through the planet’s cloudy skies. I found myself once again relieved at the slowness of the sequence, the measured pace. J.J. Abrams would have rushed us to the planet, made the ship zip along, and then edited it down to a bunch of quick-cut close-ups. But Lucas makes sure his camera lingers, building tension, creating mystery, and allowing us to revel in the beauty of space flight, which as I argued in my last piece is Lucas’s primary interest. To him, after all, Star Wars is a ballet in space, and he cares much more about the visual power of such shots than he does any emotional character relatability.

From here, the first twenty-five minutes are absolutely fantastic — an urban mystery/thriller set in the high-rises of Coruscant followed by a chase through the city streets and nighttime skylines that gives us a view of a setting that I would argue is the central backdrop to these prequel films, the Galactic capital and home of the institutions that we will see crumble by the end of the trilogy. And despite the fact that a lot of it is CGI, Lucas still gives us fantastic visuals, especially as Anakin plunges his speeder down through the sky lane and later when Obi-Wan and Anakin chase their bounty hunter through a bar. It’s George Lucas doing a “gritty” noirish thriller, and while it may not always work, the key element is that Lucas is paying tribute to his influences. Remember, Star Wars is as much a comic pastiche as it is a space opera, and here we get a kind of comic noir. Most importantly, though, I was surprised how engrossing I found the whole sequence — unlike the bizarre first 30 minutes of The Phantom Menace, which ultimately you have to read as a half-ironic slapstick comedy, this film’s opening had genuine tension and conflict and even some character moments — real stakes and a real mystery.

Also, I found Hayden Christensen surprisingly passable as Anakin. Yes, some of his lines are delivered in an awkward, unsettling, slightly nasally whine, but let’s remember, he’s playing an angsty and overconfident teenager. It makes sense he would sound and act this way. The essential thing is that we’re not supposed to identify with Anakin. Our culture today too often judges fiction through a realist mode, where characters are meant to be realistic and relatable — and if they’re not, we think the writing must be bad. But Star Wars doesn’t operate in a realist mode, and Anakin certainly isn’t a character we’re meant to identify with. And so, when we see him sniveling about Obi-Wan or creepily coming on to Padme, we shouldn’t cringe because we wouldn’t say things like that. Remember, Lucas isn’t interested in identification or relateability. He cares about visuals, and he cares about establishing tone. The Anakin and Padme scenes, thus, are meant to make us feel uneasy, to create a sense of foreboding underscored of course by the dramatic irony that we the audience know the dark place this somewhat odd love story will end up.

After the first twenty-five minute sequence, we move into the film’s Act Two, which intercuts a mystery/thriller/police procedural with a romance. Obi-Wan begins by visiting a space diner with a ridiculous droid server who for some reason has the voice of a 50s American diner waitress (again, remember, Star Wars is part comedy). There, he talks to a big alien guy and learns about the planet Kamino. Then, he continues his investigation by going to the Jedi archives and talking to the snooty librarian about finding this planet (Lucas is literally following the beats of a mystery! All we’re missing is a good research montage). And in the library, we get one of my favorite shots of the film, Obi-Wan leaning back and staring at the computer, which doesn’t have information he’s looking for, with a row of Jedi statue heads looking down at him on either side. It’s another of Lucas’s wonderful visual cues — after all, we’re watching a story about the collapse of the Republic, and here, in the archives, the repository of all knowledge, the Jedi come across as hubristic and all-knowing, not believing in the existence of any truth they are not aware of.

This underscores one of the central themes of the movie: the Jedi are a failing institution. I find this a very compelling plot line for our times, when we’re witnessing the failure of institutional liberalism and the rise of our own form of authoritarianism — not quite the evil genius of Palpatine, but something sinister nonetheless. I could imagine myself in a similar university library, the busts of the great intellectuals of the Western tradition looking down on me as I do some research, while in the outside world the dark forces that will soon bring down our society swirl in secret.

The other half of Act Two, meanwhile, is the romance — and as corny as some of the dialogue is, I think it ultimately works because of the unsettling tension we’re meant to feel. The truth is, we’re not supposed to believe in Anakin and Padme’s love. We’re supposed to be unsettled by it, by Anakin’s awkward forwardness, by Padme’s hesitation, the weird kiss on the lake after the odd lines about sand.

Even more effective, is that this love story is intercut with Obi-Wan on Kamino learning about the clone army. This intercutting, a sign of Lucas’s intelligent editing, makes Anakin and Padme’s romance even more unsettling. We have that wonderful shot of Obi-Wan standing on the balcony looking down over the clone army, the stormtroopers of the original films, but now an army for the “good guys.” It’s a shot laced with sinister and unsettling undertones, and because it’s intercut with Anakin and Padme’s romance, it reminds us that the love story we’re watching unfold will have its own sinister consequences too.

Visually, Kamino is a fantastic setting, and it has a presence in this movie that planets rarely do in the newer Star Wars films, in which our heroes zip around the galaxy and we barely linger in a setting for longer than a few minutes. In these new Disney movies, the planets become interchangeable. But here, Lucas wants us to focus on the setting, this mysterious water planet, with huge churning waves and these creepy, graceful, long-limbed aliens who seem to have no qualms about the clones they’re breeding. “Magnificent,” the Prime Minister says, looking down at the army with Obi-Wan, which is certainly not what we the audience are feeling. Is this Lucas’s indictment of the hubris of science? The contrast between science and religion, between technology and Jedi mysticism, is a strong undercurrent in all of Star Wars, and up to this point, Attack of the Clones has highlighted technology, the techno-marvel of Coruscant and the techno-marvel of the clones on Kamino. The Jedi, this mystical order, have essentially become reliant on technology. If the film is about the fall of the Republic and the failure of institutions like the Jedi, then this duality between science and religion makes sense.

Naboo, meanwhile, where Anakin and Padme go, is shot by Lucas with lushness and wonder — lush greenery, lush gardens, the natural world in contrast to technological Coruscant. It’s Anakin and Padme’s Garden of Eden, and there’s even a scene where Anakin feeds Padme a piece of fruit with the Force — perhaps heavy handed, but appropriately symbolic. He’s the serpent, after all, the one who will destroy her and her world. And on the one hand, these scenes are a strange sequence, because the film feels so static here, almost languid. But we see this Garden of Eden intercut with the dark, churning waters of Kamino, and we understand the dark undertone Lucas is trying to visually emphasize. Only at one point does this dark undertone rise to the surface, when Anakin and Padme talk about democracy and the Republic. And maybe in 2002, it all felt theoretical, just a vague allusion to the collapse of the Roman Empire. But now, in 2019, I find the discussions of democracy dying and the institutions like the Senate failing deeply prescient and relevant. Aren’t we witnessing exactly what these prequels depict in our actual world? The slow death of our democracy and the rise of authoritarianism? People think Lucas’s vision of this change lacks subtlety, but what about our reality? Trump is hardly subtle. No, the truth is that subtlety, like realism, is a highly overrated aesthetic. Lucas isn’t interested subtlety. This is a fucking space opera, after all.

Overall, though, what I noted at this point in the film was that I simply love the pacing of this movie. It’s slow, methodical, taking its time, building tension. The scene between Obi Wan and Jango Fett, for example, where they size each other up in his that white room, is fantastic. The Rise of Skywalker was too much of a fast-paced mess to allow itself a scene like that.

We should note too that Lucas is a master of transitions — the flickering of the fire in the Anakin and Padme scene becomes the pattering of rain on Kamino, not just a visual transition, but a sonic one. It reminds us again that although these two storylines are separate, they are emotionally and thematically linked by an underlying unease.

Then, about an hour into the film, things shift: Anakin and Padme go to Tatooine, and Obi Wan fights Jango Fett. Visually, this fight with Jango is wonderful — it’s mostly all physical action, and it shows that Lucas knows how to direct a fight scene. There’s no J.J. Abrams bullshit with flashing lights and lasers. And when we get to Tatooine, it becomes clear what Lucas is doing with the structure of Act Two — the first half is Padme’s planet, the lush Garden of Eden, whereas the second half is Anakin’s, the harsh desert. The desert and the garden each have strong Biblical and religious symbolism, and this story after all is Lucas’s Paradise Lost — the fall of the Republic, the demise of the Jedi. And so Lucas establishes this duality in the very center of the central film of his prequel trilogy. Garden and desert. Paradise and damnation.

Act Three then begins with about an hour left in the film — Anakin’s mother has died, Anakin has slaughtered the Tusken Raiders, and Obi-Wan has been captured. This is a traditional Act Three break in any movie, when the stakes are raised yet again: here, this is made clear by Anakin and Padme leaving Tatooine and heading to Genosis to rescue Obi-Wan.

But an hour! Such a long time! No screenwriter or producer today would allow an hour-long Act Three! Lucas, though, is once again indulging in what he loves. As The Phantom Menace proved, he is a master at creating a lengthy, epic, operatic final battle to culminate a movie — and here, he’s going to outdo himself. I think the final battle sequence on Geonosis is the best of any Star Wars film — it is thrilling and emotionally charged, and it’s additionally effective because it comes after a movie of relative quiet and temperate pacing. Unlike The Rise of Skywalker, where the whole movie is one long acton scene of frenetic nonsense, here the thrilling action sequence comes at the very end — and so we’re fine with it being so long, because we’ve built up to this, and are expecting something breathtaking.

This long ending begins with one of my favorite scenes in Clones, Anakin and Padme in the droid foundry on Geonosis. This is such a classic Star Wars scene — we cycle through every major musical cue, and we also get some classic doses of humor with C-3PO and R2-D2 (remember, Star Wars is a comedy!). More than that, though, I found this sequence thrilling in the way only George Lucas can make it: it’s not some wild crazy scene with parts flying everywhere and all noise and flashing light, but a controlled scene with a plot of its own — rising action, tension, and a climax with R2 saving the day. Once again, it’s Lucas showing off a new location and proving that even in a movie that’s been pretty different from what we’ve seen before, he’s still got the spirit of those old adventure serials. It’s reminiscent of something from A New Hope, Luke and Leia swinging through the Death Star hallways, and overall a reminder of what Star Wars is really about underneath its Greek tragedy trappings — it’s still at heart an adventure movie.

We then get Jar Jar destroying democracy with a stupid speech, which I think is just perfect. Lucas is once again trolling us. Remember, his working title for Attack of the Clones was Jar Jar’s Big Adventure, a big “fuck you” to everyone who hated the character in The Phantom Menace. And however much the naysayers naysay, I honestly love Jar Jar, because he’s such a troll of a character — Lucas is reminding us that tragedy isn’t just tragedy but mixed in with farce the whole time. It’s not “first as tragedy, second as farce,” but always tragedy and farce together. So Jar Jar, the most farcical, idiotic character in the trilogy, is ultimately the one to destroy the Republic by calling for a vote to grant Palpatine emergency powers, which feels completely fitting. If our own republic goes, it’ll probably be because of a Jar-Jar-like figure too.

Then, Anakin and Padme’s love story gets its conclusion, right before they’re about to be led out into the arena. And I’ll be honest, I found myself surprisingly moved by this scene. Yes, the lines are corny — “I’ve been dying a little bit each day since you came back into my life” and “I thought we’d decided not to fall in love” and “I truly, deeply, love you” — but the music playing behind them is fantastic, and it’s enough to override any doubts about the dialogue. It ultimately all works, because remember, this isn’t real. This is opera. It’s like a scene from La Boheme, which we can appreciate not because it feels realistiy but because it’s unabashedly over the top. Lucas gives us the operatic moment of pathos to culminate his strange love story, Padme admitting to Anakin that she actually does love him, and for once I felt the irony fall away — there’s no meta sense of foreboding here. Like Padme, the audience pushes that foreboding away and acknowledges that yes, we are somewhat moved by this, the full-throated emotion of this moment, the bombast of the score. The emotions might have the nuance of teenage emotions, but Anakin is a teenager and Padme isn’t much older, so let’s just revel in the Romeo-and-Julietness of the whole thing instead of trying to poo poo it for a lack of realism or subtlety. If you want realism and subtlety, go read a Raymond Carver story.

I should note too that John Williams’ score here is in my opinion the best of all Star Wars music. It’s sweeping, grand, and emotional, a love story theme and a tragedy theme all wrapped into one musical cue — and when it plays in this moment, as Anakin and Padme are brought out into the arena, and Lucas’s camera sweeps across the swarming bug creatures of Geonosis here to watch this gladiatorial combat, I feel like the Star Wars prequels hit their perfect emotional note, a perfect blend of the visual and the musical.

And then we get the wonderful gladiator combat scene. Like the pod race in Phantom, there’s an elaborate setup — three monsters are brought into the ring, with Count Dooku gleefully announcing from above. Once again, this is George Lucas happily indulging, pausing the forward momentum of his storyline to create an action setpiece. What I especially love is how each monster targets one of our three heroes, and how each one corresponds perfectly with their character: Obi Wan fights the multi-limbed green spider thing, which like him is smart, quick, reactive, etc.; Anakin fights the charging rhino creature with a big horn — brash, aggressive, cocky, etc.; and Padme fights the leopard creature, small but fierce and snarling. The new Disney Star War movies never had such patience with their action scenes. They’re all just explosions and rushes of movement. There’s never any balance or any poetry. But of course, as I’ve said repeatedly now, Lucas is a far better director than Abrams, because Lucas understands the ballet of action scenes. To Lucas, this is a chance to indulge in a dance, the aesthetic beauty of movement, a perfect medley of sound and visual language — the spider monster, for example, has such a wonderfully sinister, grating, whining snarl, like an engine revving up, and Lucas uses such an effect with expert precision, letting it set the tone of the scene without drowning it in other noise, as Abrams would do.

Then the Jedi arrive and the battle widens, and we get what I think is one of the more fascinating thematic moments of the film: Mace Windu killing Jango Fett. Lucas’s genius here is that he first has Jango fend off the rhino monster, which puts the audience in the bounty hunter’s perspective. We’re rooting for him to kill the monster, and when he does, we feel an emotional thrill of satisfaction, even though Jango has been the film’s villain. Then, however, he tires to shoot Mace Windu, and the Jedi dispatches him with such ease — it’s almost horrific how he chops off his hand and then his head in two strokes. It’s a stark and sudden moment, and it reminds us that the Jedi are not necessarily the “good guys.” This points to the underlying meta-theme of the film, the question of who the real “good guys” really are. The movie culminates with the clones arriving and saving the day, but we actually end up feeling more unsettled, because we know that these “good guys” will become the “bad guys” of later films. This moral ambiguity is reinforced by the final shot of the first half of this lengthy ending sequence — young Boba Fett holding his father’s head in his hands against the backdrop of the dead.

The clone troopers arriving also creates another fascinating visual moral ambiguity: we see Jedi fighting alongside what are essentially stormtroopers, slaughtering the dumb battle droids from The Phantom Menace, who we largely associated with moments of comic relief (“Roger roger!”). Lucas, though, seems to revel in the droid’s destruction, and it creates a strange but intentional pathos for these droids: you start to feel bad for them, being so outmatched — massive explosions everywhere, guided missiles. These droids have no chance. So why does Lucas revel in this? I think it’s to remind us that these “good guys” are not who they seem. Once again, it’s the ironic brilliance of the prequel trilogy. Our emotions here are so wonderfully mixed: yes, we’re happy the Jedi are winning, but why do we feel this underlying sense of dread?

After the battle is over, Lucas gives us an epilogue that has his signature brilliant visual cues: red skies as the clone armies gather, red skies over Coruscant, which at the beginning of the movie was a cool noirish blue. Look how far we’ve come in 2 hours 20 minutes, Lucas seems to say, from blue skies to red, from a Republic to a Chancellor with emergency powers.

Of course, how does the movie end? Not with the clones, but with Anakin and Padme getting married to John Williams’ romantic score, moving us from the political to the personal. This is the central question every good writer struggles with, how to balance the personal and the political. Lucas is smart enough to know that in his films, they are linked, that this marriage is as foreboding as the clone armies gathering under red skies.

In the end, Attack of the Clones succeeds in a totally different way from The Phantom Menace. It’s not a complex ironic ending that makes us laugh at its absurdity, but a completely earnest one, full of operatic bombast. It works, though, because Lucas is depicting the collapse of a world order, the end of democracy and the rise of fascism — and this kind of theme doesn’t call for subtlety.

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