Saturn Will Not Sleep - Discovery (Official Video)

Star Wars: Episode II - Attack of the Clones   B-

20th Century Fox / Lucasfilm

Year Released: 2002
MPAA Rating: PG
Director: George Lucas
Writers: George Lucas, Jonathan Hales
Cast: Ewan McGregor, Natalie Portman, Hayden Christensen, Ian McDiarmid, Samuel L. Jackson, Christopher Lee, Anthony Daniels, Kenny Baker, Frank Oz, Pernilla August, Temuera Morrison.

Review by Rob Vaux

"What about you? Dinner with Darth and Boba?"
--Robert (Rafer Weigel), Free Enterprise
And here we go, off for another ride on the George Lucas roller coaster. The highs and lows of the Star Wars franchise can leave the strongest of us feeling a bit queasy. The Phantom Menace proved steeper than most people cared for, and while Attack of the Clones is doing better in the PR department, it has a lot of the same ups and downs. WHEE, Ewan McGregor! BLEAH, Hayden Christensen! WHEE, spectacular visuals! BLEAH, Z-grade dialogue! WHEE, ass-kicking Jedi! BLEAH, anything involving Jar Jar! It gets pretty bumpy; please keep your hands and arms inside the car at all times.

Naturally, everyone has their own opinions (which are all over the map, judging by the early buzz), but it's clear with this entry that Star Wars is beginning to show its age. The visual splendor of the first four films is still here, but it feels more shopworn now. We can see the retreads in Attack of the Clones, the places where Lucas crosses back on himself: a chase through an asteroid field (been there), a ledge trapping hero and heroine over a steep drop (done that), new visits to Tatooine, Coruscant, and Naboo (what's next?). The images remain as gorgeous as ever, to be sure, but now they're a little too familiar, a little too flat. Add to that a number of problems left over from The Phantom Menace and Attack of the Clones digs itself a deep hole very quickly.

Perhaps most distressing is the dialogue, easily some of the worst in the series. Every line feels leaden and dull, and the screenplay (written by Lucas and Jonathon Hales) unfurls the plot in the clumsiest manner possible. The Phantom Menace had the same problem, but that was more forgivable: it had the entire series to set up. This one should have built on its predecessor's foundation, moving things along more effortlessly than it does. The story here focuses on the early stages of the Clone Wars, instigated when the sinister Count Dooku (Christopher Lee) leads a large-scale secession from the Galactic Republic. The simmering civil war threatens to overwhelm the beleaguered Jedi Knights, who send Obi-Wan Kenobi (McGregor) and Anakin Skywalker (Christensen) to defend Queen Amidala (Natalie Portman) from possible assassination. Attack of the Clones spends far too much time spelling out these events instead of just letting them flow, and the first hour is choked with clunky exposition and few scenes of real action.

The terrible lines also spell doom for the film's romance, ostensibly the centerpiece of the entire affair. As the Republic starts to crack, Amidala and Skywalker find themselves in each other's arms -- a love that supposedly transcends both the Jedi taboo against romantic love and Anakin's increasing concerns about his long-lost mother (Pernilla August). The entire subplot is a disaster. The two actors have no chemistry, and the scenes with them together sound like a bad high-school poetry class. By the time we get to the first kiss, we're ready to chew our limbs off rather than watch any more.

With so many strikes against it, you'd think Attack of the Clones would finally scuttle the series. Yet miraculously, it stays on its feet, overcoming its significant flaws with the same irrepressible fun that made its predecessors so successful. The banality looms larger than ever, but Attack of the Clones responds with a terrific hero, some first-rate villains, and a trio of old friends. The hero is McGregor, finding his groove as Obi-Wan. The actor's natural sense of humor blends well with the character, and he's clearly having fun turning Phantom's barely-there apprentice into a fretful-yet-dynamic Jedi Knight. In fact, the Jedi as a whole are terrific in Attack of the Clones; we finally get to see them cut loose during the film's second half, and Lucas doesn't skimp on the pyrotechnics.

Their adversaries are even better. Star Wars has thrived on villains who redefine the term "black hat," and Lee's Count Dooku should have an honored place among them. His deliciously evil performance makes silk out of the script's embarrassing sow's ears, and forms a nice bookend to Peter Cushing's underrated appearance in the first film. A more nuanced antagonist comes in the form of Jango Fett (Temuera Morrison), the bounty hunter serving Dooku's evil ends. Though his exact purpose in the story remains frustratingly vague, Morrison gives him an air of tragedy and an intriguing relationship with his young son Boba. Then there's Palpatine (Ian McDiarmid), the man who would be Emperor, orchestrating Attack of the Clones' mayhem with Machiavellian glee. As bad as the dialogue is, it can't hide the joy of watching his schemes fall slowly into place, setting up the oppressive Empire in Episodes IV-VI. The same principle applies to Anakin as well. I was actually a little unfair towards Christensen in the beginning of this review; my grievance stems mainly from the romance scenes, and when he's not wooing Amidala, he does fairly well for himself. The search for his mother takes on real poignancy, and his smoldering anger at her fate sends chills down the spine. Christensen will never be Rick Blaine, but as Darth Vader-in-waiting, he kicks a fair amount of ass.

Even these strengths, however, still might not have made Attack of the Clones worthwhile. What pushes it over the top -- what finally makes us sit up and take notice -- are three supporting characters whose charm and personality remind us why we endure the long lines and crappy exposition. R2-D2 and C-3PO hook up once more, and though Lucas lingers on them a bit too long, their ever-present bickering brings an easy smile. But they are ultimately eclipsed, along with everything else, by the film's true star: Yoda (Frank Oz). Attack of the Clones reverberates with The Green One's presence, and -- much like Empire -- he steals every scene he's in. Much has been made of his role in the film's climax (which I won't reveal here), but his strongest scenes are actually quieter: a training session with young Jedi Knights, meditation with Mace Windu (Samuel L. Jackson), and a very ominous final speech. Every time he appears, Attack of the Clones lightens its load, and ultimately reminds us of the old Star Wars we love.

It's clear by now that this second trilogy will never match the first three movies. Despite that, they still bring honor to Lucas' wonderful land of make-believe, and their strengths become all the more precious for the deep flaws surrounding them. If Attack of the Clones struggles harder than its predecessors, its triumphs still shine through. In this entry, you'll have to ask yourself which part of the elephant matters most to you. Some parts are decidedly ugly, but it remains an impressive beast nonetheless. Here's hoping Episode III ends things with a flourish... before Lucas' currency finally runs out.

Review published 05.20.2002.

IMDb | Letterboxd | search on amazon

Shop Now at Amazon



Prime Video




4K Ultra HD


This site was previously at from 2000 to 2008.

contact | copyright | privacy | links | sitemap

Flipside Movie Emporium (
© 2000-2008 Flipside Movie Emporium. All rights reserved.

Facebook    Twitter