This review is based on the slightly extended cut released to digital cinemas at the time of the film's initial release and the direct basis for the initial DVD release, prior to some re-ordering of shots in subsequent home video releases.

Out of the seven subtitles given to the theatrically-released live-action Star Wars films as of 2015, they are mostly, let's be honest, pretty bad (the exception is the stately, mythic Return of the Jedi, which still loses points for including a made-up word). But there's "pretty bad" and then there's the utterly demoralising, insulting, corny-as-fuck likes of Star Wars: Episode II - Attack of the Clones, a title whose announcement, months before the film's 2002 premiere, slammed shut any hopes that this might be a significant improvement upon the greatly disappointing Star Wars: Episode I - The Phantom Menace. Because there are a lot of things you might consider doing if you have a really great movie on your hands, but titling it Attack of the Clones is not among them.

In a happy turn of events, the Star Wars with the worst title turned out to be the worst Star Wars, though I appreciate that this is not necessarily a settled debate. Still, The Phantom Menace, once you shake the Jar Jar and the asshole little boy Vader out of it, has a striking bad guy, a fairly decent mid-film setpiece, and a truly excellent film-ending setpiece. Attack of the Clones has fuck-all. It is, in fact, so bad that it makes The Phantom Menace itself seem retroactively worse: among that film's litany of narrative shortcomings are some that I'd have never noticed if Attack of the Clones didn't obligingly founder its whole drama on exactly those points.

Chiefly, Attack of the Clones is the film where it becomes clear that the whole edifice of the Star Wars prequel trilogy is incoherent at the level of character. For all that we can slag on George Lucas for his fetishistic reliance on Joseph Campbell's concept of the "hero's journey" monomyth, there's little denying that the original trilogy of films follows a beautifully straightforward arc: farmboy Luke Skywalker learns that he has a great destiny, heads out into the wide universe to realise that destiny, comes close to imperiling himself spiritually in his impatience to succeed, and finally finds the patience and wisdom to achieve his goals and become a truly good person. The prequels have absolutely no overriding arc; it's slightly cleaner if we drop The Phantom Menace, which informs the remaining two films not at all (I don't endorse Machete Order - mostly because I don't endorse watching the prequels at all, and if you're going to bother, I think watching special effects technology evolve is the only real justification for doing so - but it gets that fact 100% right), but even within just the two remaining films, the questions still stand, "What are these films about?" and more importantly, "Who are these films about?"

Attack of the Clones is a film without a protagonist, and no continuity from the film before it, where the central figure of Qui-Gon Jinn, who has a protagonist's hubris in the most classical sense of the word, and is the primary agent through whom all of the plot developments manifest, ends up dead. And he does this without setting up his apprentice - beg pardon, "Padawan learner" - Obi-Wan Kenobi (Ewan McGregor) as his narrative replacement, nor Obi-Wan's own apprentice Anakin Skywalker (Hayden Christensen this time around). By all rights, the trilogy's arc should be centered on Anakin, the character that primarily changes over the course of the films, and who, in Attack of the Clones, confronts the great moral decision that is the cornerstone of whatever evolution the movie possesses, while Kenobi is off playing space detective.

That this fails to be so is less because of any particular structural deficiencies - the Anakin half of the film is no less prominent than the Obi-Wan half - than because it's such a damp squib in the writing and performance. We have in Attack of the Clones not just two subplots, but really two distinct genres, and only one of them fits the gung-ho Saturday matinee vibe that is Lucas's best trick as a director of Star Warses. That's the story of Obi-Wan visiting one extravagant pulp sci-fi location after another - the crazy alien diner! the ocean planet full of sinewy white aliens! the asteroid field! - and it's mostly... okay. The other genre, of course, is the Love Story That Spanned a Galaxy, as Anakin and Padmé Amidala (Natalie Portman), former Queen and present Senator from Naboo, find themselves falling in love as he spirits her across the Galactic Republic to keep away from assassins and find out what happened to his mother Shmi (Pernilla August), still a slave on the desert planet of Tattooine. Or rather, Padmé falls in love with Anakin - Anakin has been in love with her ever since they met ten years earlier, when he was eight and she was, like, 20. Which is, I think, the single best argument in favor of skipping The Phantom Menace that Machete Order has on tap.

Now, Star Wars is not very good at romance: the only other time it comes into play is in The Empire Strikes Back (a film which Attack of the Clones continuously echoes in oh-so-many ways - a Skywalker loosing his hand, an asteroid field, two characters and two droids staring into the distance at the end), where it took Irvin Kershner and Harrison Ford all their effort and creativity to extract something remotely adult from the gymnastic spectacle all around them. Lucas had already firmly cast his lot in the opposite direction from the Kershners of the world by 2002, and Ford at his weakest (which is none of the Star Wars films) still has more screen presence than the digitally promiscuous aesthetic of the second and third prequels permitted to any of their cast, but Christensen least of all.

I'm not going to say anything bad about Christensen, folks. The speed with which his career vanished after Star Wars: Episode III - Revenge of the Sith came out in 2005 is bad enough without some blogger drifting around decade later to point and laugh. I think it's unfair to judge him for being the end result of Lucas's hands-off directorial style, coupled with the criminally unforgivable decision in the post-production of Clones and Sith (presented as though it was something to be proud of back in '02 and '05) to digitally tinker with the actors' performances, from where they're standing all the way down to where their eyes are pointing. The filmmaking technique literally rips the humanity away from the characters - how is somebody supposed to give a performance more than minimally passable under those conditions? So while there's not really a single moment in Christensen's performance in Attack of the Clones that rises even to the level of merely bad, I take him to be symptomatic of the film's disinterest in people rather than a cause of it.

Still, the really important part is that Anakin Skywalker is a horrible, awful character, and Attack of the Clones suffers for it to a degree that cannot be survived, not when half of the movie hinges on the rich, impressive love story between him and Padmé, who is in fact even worse. I think because we know that Portman is capable of acting well and Christensen's career flared out without him being able to prove the same, we can sometimes be harder on him than her, but there's nothing positive to say about her contribution to the film: it's all empty looks where ardor is supposed to be burning, and recitations of romantic dialogue that feel like they were learned phonetically. It is, of course, again the fault of Attack of the Clones more than Portman, though one gets the impression that she had already given up hope before the time came to absolutely shoot her impossibly awful scenes, which is where all of the worst characterisation and dialogue in Lucas and Jonathan Hales's screenplay lives.

Though even there, it's worth measuring out our hate. I will not pretend to deny that there's a reason that bit about sand has come to stand in for all the most loathsome failures of writing in the prequel trilogy. You know the one, right? "I don't like sand. It's coarse and rough and irritating and it gets everywhere. Not like here. Here everything is soft and smooth." All while Christensen fondles Portman with his eyes. That's some bleak shit right there, but y'know what, as a parody of an 18-year-old, who literally doesn't get to talk to girls ever, trying to sound sensitive and sexy, it's not actually all that bad. The thing that's actually bad is that it works to put her in the mood. This is true, incidentally, for the whole film: if you think of Anakin as a bored, bratty teen, pouting and sighing with indifference for the whole stupid universe, Attack of the Clones snaps into place. Unfortunately, the film chooses to present the Anakin & Padmé love affair as a soul-stirring triumph of romance, and Anakin's gradual descent into his base emotions as the stuff of epic tragedy. Neither of those things attain - not even close.

Chunks of it are decent, anyway. This is the film where McGregor, presumably left to his own devices like the rest of the cast, figures out what he should be doing, and commits to it: he's playing young Alec Guiness, goddammit, and so young Alec Guiness he shall be. It's pretty great from the first moment he opens his mouth, especially on words that end in "F" or "V" sounds; he also nails the body language. It is, to be sure, skilled mimicry, not compelling character creation, but in Attack of the Clones, that will have to be enough, and it makes McGregor's Obi-Wan the only sapient being, human, alien, or droid, to emerge from the film having made an honestly strong impression (even Ian McDiarmid's scheming politician Palpatine, a clear standout in the other prequels, is bland and invisible here). Hell, McGregor even survives the shockingly bad line "I haven't felt you this tense since we fell into that nest of Gundarks", a wheezing attempt to imply the friendship between Obi-Wan and Anakin that has developed in the ten years since The Phantom Menace (the only point at which the two men having any kind of positive relationship is even hinted at), additionally hobbled by the curiously pervasive Star Wars failing in which dialogue that includes made-up words always sounds hilarious terrible in a way it doesn't typically in other sci-fi.*

So what else works, besides McGregor's performance? Damn little, even compared to The Phantom Menace - but not nothing. Most of the opening act is fairly successful, in fact, swiftly reintroducing the characters in a new context, immediately setting down stakes, and culminating in the one truly impressive set-piece in the film, an air chase through the crowded skies of the city-planet Coruscant; it's the one moment of action in the film that feels entirely original, and one of the only points that the CGI and digital cinematography have aged more than tolerably well. That does get in the way even of the film's world-building, which on paper probably seemed like it would be continued fun on the model of The Phantom Menace; the cloning facility on a stormy ocean planet is the kind of location that must have had killer concept art attached to it. The effects let the set design down horribly, though, with the facility appearing plastered atop a none-too-convincing CGI sea. And God forbid we ever talk about the asteroid field.

The film essentially reverses the quality arc of The Phantom Menace: everything worst is in the back part. And this is partially because eventually, Obi-Wan figures out what's going on and stops having to use his wits - let's scare quote that, "wits", truth be told, there are entire five-minute where the interplay is basically "Obi-Wan asks a suspiciously leading question and the big white alien beams at him and answers without hesitation, because screenplay" - and anyway, the point is that Ewan McGregor shuffling around with a concerned look on his face is easily the best card this movie has to play, narrative-wise. There are other good moments peppered here and there; at the end of that impressively original opening chase scene, I like the casual comedy of the old Jedi mind trick being played on the drug dealer Elan Sleazebaggano (Matt Doran), which is the all-time worst name never said aloud in the history of a franchise that also has characters called Sy Snootles, Mon Mothma, Sio Bibble, and Salacious B. Crumb. The scene where Anakin first lets his hatred flow is accompanied by an unbearably gorgeous binary sunset, bathing the desert blood-red. I imagine there are other things.

The good list is nothing compared to the bad list. At a certain point, the action arrives in a somewhat incongruous droid factory, and the film drops dead of an explosive aneurysm right on the spot. This is a truly, deeply useless sequence, boring and stupid and not remotely thrilling, between its weightless CGI (a problem throughout the movie - this film has easily the worst visual effects of the prequel trilogy), the thoroughly addled crosscutting (perpetrated by sound designer extraoridinaire Ben Burtt, taking on picture editing duties solo this time), and especially and above all the awful, awful, awful comedy centered around hapless and even more incongruous droid C-3PO, dragged along purely for fan service (Anthony Daniels's performance of the prissy droid was never more joyless than here), and to facilitate the worst comedy in the franchise - yes, worse than anything Jar Jar Binks was up to in The Phantom Menace. It lacks the squirrelliness of the truly awful Star Wars dialogue, but his "What a drag", as his disembodied head is carted around, is my least favorite individual moment in the totality of the Star Wars universe, give or take a couple of the most unforgivably dire sequences from The Star Wars Holiday Special.

The film improves from that point, but only relatively: it's like having having a compound fracture that subsides to a throbbing ache instead of lancing pain once you're given some morphine. We still have the whole matter of Count Dooku (Christopher Lee), the least-interesting major character in the trilogy, who does nothing of the smallest interest as a character and then becomes half of the worst lightsaber duel in the franchise, when calm, sagelike Yoda (voiced by Frank Oz, but played for the first time by a CGI model - one that looks way better than the nightmare puppet originally used in The Phantom Menace>, I might add) turns into the Screw Attack from Metroid. It is terrible CGI used in service to chaotic and unpleasant fight choreography; and it's a damn shortsighted excuse to give Yoda his first big combat scene, given what Revenge of the Sith would prove to have up its sleeve. Other minor annoyances: the way that Anakin's traumatic experience on Tattooine fails to inform his character at all once he leaves the planet; the hilariously tacky and badly-edited moment when some big CGI monster cuts Natalie Portman's shirt, leaving her midriff exposed; and the weird intrusion of the Death Star into the action, maybe the most ill-conceived piece of fan service in a trilogy powered by pointless fan service. For new viewers, ignorant of the original films, the incredibly serious close-ups make no sense and call attention to themselves in the worst way. For those who've seen the originals, it comes indefensibly too early in the overall chronology.

Anyway, who comes along, riding to the rescue, but our old friend John Williams? The score to Attack of the Clones is better than miraculous - it might actually be the best in all of the Star Wars films. Not least because it is powerful and resonant enough to make terrible scenes look better and good scenes look astonishing - the movie's penultimate scene of proto-Star Destroyers rising into the sky as the "Imperial March" makes its first outspoken appearance in the prequels, right on the heels of the "Emperor's Theme" intoned by a male chorus as the camera tracks through a hellish factory all in shades of crimson, is so exciting and transporting that it's actually enough to send you on your way convinced you just saw something dramatic and intense and wholly enthralling. There's an impeccably-placed reprise of "Duel of the Fates" leading up to Anakin's murderous outburst; when he is making the reckoning of his sins, the music dances between the Emperor and Imperial themes reflecting whether his anger is inwardly or outwardly directed, ending in a light, even comforting statement of the "Imperial March" as Padmé comforts him.

The one major new theme introduced in this film, meanwhile, is one of the great achievements of Williams's entire career, albeit one that's hard to appreciate because of the dreadful film containing it (it took me years to separate the motif from the film). "Across the Stars" is the sweeping accompaniment to the film's undernourished love story, and by God if its dramatic scale and its echoes of Maurice Jarre-style old-school epic music don't come as close as anything possibly could to selling that awful trainwreck of underfed emotions as real movie magic. There is a moment where the "Force Theme" puts in its first appearance, bleeding invisibly into the first half-formed expression of "Across the Stars", and that one moment tells a more beautiful story of Anakin and Padmé crossing paths and falling in love than the whole of the film's screenplay could ever hope to do. Since Attack of the Clones does everything wrong it can possibly scrounge up, let us end on this note, its one truly, unreservedly great contribution to cinema and Star Wars: there might be almost nothing in the film worth saving, but what little good is inside of it counts for a whole hell of a lot.

Reviews in this series
Star Wars (Lucas, 1977)
The Empire Strikes Back (Kershner, 1980)
Return of the Jedi (Marquand, 1983)
Star Wars: Episode I - The Phantom Menace (Lucas, 1999)
Star Wars: Episode II - Attack of the Clones (Lucas, 2002)
Star Wars: Episode III - Revenge of the Sith (Lucas, 2005)
Star Wars: The Force Awakens (Abrams, 2015)
Star Wars: The Last Jedi (Johnson, 2017)
Star Wars: The Rise of Skywalker (Abrams, 2019)

*And if you don't agree, you can go straight to Tosche Station, ya nerf herder.