Star Wars: Episode II - Attack of the Clones (2002)

B- This review was originally rated A, . What was I thinking? See my final thoughts (circa Episode III). SDG Original source: National Catholic Register

I’ll cut right to the chase: In virtually every respect, Star Wars: Episode II — Attack of the Clones outdoes its predecessor, Episode I — The Phantom Menace. If it still doesn’t quite recapture the charm of the original trilogy, it does combine more enjoyable characterizations and dialogue and better paced storytelling with even more dazzling imagery in its continuing tale of the lad who grows up to be Darth Vader.

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2002, 20th Century Fox. Directed by George Lucas. Ewan McGregor, Natalie Portman, Hayden Christensen, Ian McDiarmid, Samuel L. Jackson, Christopher Lee.

Artistic/Entertainment Value

Moral/Spiritual Value


Age Appropriateness

Teens & Up

MPAA Rating


Caveat Spectator

Sometimes deadly stylized outer-space and hand-to-hand combat sequences.

This story began three years ago with the much-anticipated Episode I — a film that blew away all previous standards for visual invention and splendor in fantasy worldbuilding, but also alienated many fans with its wooden characters, uneven acting, flat dialogue, lethargic middle act, "midi-chlorians," and widely disliked Jar Jar Binks.

True, even in the original trilogy Lucas’s characters were one-dimensional, indifferently acted, and given to cheesy dialogue. Yet Luke and Leia and Han had been easy to like, with their cheerful bickering and easygoing camaraderie. By contrast, the all-business Jedi knights and stiffly formal Queen Amidala of Episode I struck many as overly serious and unaffecting, and wide-eyed little Anakin Skywalker wasn’t as endearing as Lucas hoped.

Despite these limitations, I was (and remain) appreciative of the unprecedented visual achievements in The Phantom Menace — the first film ever to put fantasy images on the screen to rival or surpass what I saw in my own mind’s eye. So visually lavish was it, in fact, that a single viewing was insufficient to appreciate what Lucas had accomplished. Even people who said they didn’t like it went back to see it two, three, or more times to try to grasp it all.

For Star Wars fans who appreciated The Phantom Menace as I did, Attack of the Clones is a slam-dunk success; while fans left cold by the first prequel may find the new film a reason to get excited again. Once again, even critics who say they didn’t like it talk about going back to see it again.

The human touch

What’s better about Episode II? Start with the lead characters. Ewan McGregor (Moulin Rouge!), raises the bar with his reprisal of the role of young Obi-Wan Kenobi: No longer a padawan-learner under the shadow of his master Qui-Gon (Liam Neeson), Obi-Wan emerges as the commanding, powerful figure we always knew Alec Guiness’s old wizard must have been in his youth.

McGregor looks and sounds even more uncannily like a young Guiness, and in this film he makes the role his own. He’s relaxed, authoritative, and having fun, and in a bar scene (a sequence that recalls another bar scene in the first Star Wars film) he gets a line that’s the movie’s funniest. In his bantering antagonism with his own difficult apprentice Anakin Skywalker (Hayden Christensen) are echoes of the familiar bickering of the earlier trilogy.

As the adolescent Anakin, Christensen is as petulant as Luke and as cocky as Han, but with an angry reserve foreshadowing his inevitable fall. If his budding relationship with Amidala (Natalie Portman) lacks the cornball appeal of the Han-Leia romance in the original trilogy, this is a different sort of romance, forbidden to Anakin due to his aspirations to Jedi knighthood, and destined (given his dark future) to end in tragedy. Despite this, Anakin and Amidala do have fun moments that sometimes recall the lighthearted camaradarie of Luke and Leia — particularly a jaunty exchange about terminology during a pitched battle in an alien coliseum.

In Episode I, Portman’s character maintained dual personas for security reasons, sometimes appearing as the starched china doll Queen Amidala, other times going incognito as the demure handmaid Padmé. In Episode II, now a senator rather than an elected queen, she goes by either name (the credits list her as "Padmé Amidala"), and her manner is relaxed and unaffected. No longer hampered by such lavish costume changes, she’s more able to operate in the action-heroine mode associated with her daughter Leia. Portman’s clearly having more fun this time around (the actress recently commented on how miserable she was filming Menace and what a better time she had making Clones), and she almost manages to sell us on her character falling for the brooding padawan assigned to protect her.

Supporting players

Among the supporting cast, the most noteworthy performance may be that of new all-computer-generated Yoda (still voiced by Frank Oz), looking every bit as real, and a lot more expressive — not to mention, um, mobile — than the puppet ever was. If you can "tell" right away that he’s CGI, consider that this may not be because of any telltale limitation in the computer-imaging technique, but precisely because the limitations of the puppet are no longer a factor. Yoda’s more persuasive than ever, and he’s got a much-ballyhooed action scene at the film’s climax that will give fans goosebumps, and should leave anyone watching seriously impressed.

Other supporting characters include Jedi master Mace Windu (Samuel L. Jackson), charismatic and tough as nails; Chancellor Palpatine (Ian McDiarmid), oily and disingenuous as ever; the new Count Dooku (Christopher Lee, rogue wizard Saruman from Fellowship of the Ring, here playing a rogue Jedi); and Jango Fett (Temuera Morrison), a bounty hunter and father of sorts to the original series’ Boba Fett (seen here as a young boy). Jimmy Smits ("NYPD Blue") appears briefly as Senator Bail Organa, the man who will become Leia’s adoptive father, and Pernilla August briefly reprises her role as Anakin’s mother in a scene that contains a twist on one of Christendom’s best-known sacred images.

Many will gladly note the greatly diminished presence of Jar Jar Binks (Ahmed Best), who’s onscreen just long enough to make a disastrous mistake that will give fans a real rationale for hating him. (Another welcome absence: no mention of midi-chlorians.)

On the down side, much-beloved See-Threepio (Anthony Daniels) is not in top form, and has a couple of back-to-back lines as cringe-inducing as the worst Episode I clunkers. Fans may be also nonplused when Artoo-Detoo suddenly reveals a previously-unguessed ability to fly (will Episode III explain why he never flies in episodes IV-VI?).

Looking closer

In any case, the best thing about Episode II is its more satisfying exploration of the astonishing vistas Lucas created three years ago for Episode I. Where that film had tantalizingly brief glimpses of such wondrous sights as the Naboo capital city in its Greco-Roman glory, perched atop towering cliffside waterfalls, or the fathomless urban canyons and layered airborne traffic of the capital city-planet Coruscant, Attack of the Clones gives us the opportunity to slake our eyes on these wonders to our hearts’ content.

The first act gives us an extended aerial car-chase sequence across Coruscant that’s reminiscent of a similar scene from The Fifth Element, but worth more than that entire movie plus the pod race from Episode I thrown in for good measure. Later, on Naboo, Anakin and Amidala lie on the grass framed by a magnificent horseshoe-shaped waterfall that makes Niagara look like a courtyard fountain.

Other sights in this film to stagger the imagination include the largest-scale battle yet staged in a Star Wars film, the thrilling sight — at last — of dozens of Jedi knights in action at once, and footage of vast hosts of white-armored clones marching in formation into the monstrous entrance portal of a transport vessel — a vast army that dwarfs any previous assembly of stormtroopers or battle droids. I also liked a rather Spielbergian laboratory facility, spartan and white, staffed by attenuated aliens reminiscent of the tall visitor from Close Encounters (and the super-mechas from A.I.), located on a tempestuous ocean planet.

There’s a lot of action, of course, including two sequences (Obi-Wan’s dizzy aerial pursuit of an assassin and the big coliseum sequence) that more than anything in Star Wars history evoke the series’s matinee inspirations, Buck Rogers and Flash Gordon. (The action is a bit rougher than in previous Star Wars films, prompting me to bump the appropriate-audience rating from "kids and up, discernment required" to "teens and up." Parents of younger children will have to gauge the appropriateness of the film for their own children.)

There’s also a rousing hand-to-hand combat sequence between Obi-Wan and Jango Fett, and of course a climactic lightsaber battle that — rather than trying to one-up Ray Park’s virtuoso martial-arts choreography from The Phantom Menace — goes instead for pyrotechnics, using striking lighting and editing for a dramatic duel sequence looks and feels more like a tango than a battle, then pulling out all the stops for the crowd-pleasing finale.

Marriage, celibacy, and the afterlife

Of all the Star Wars films, Attack of the Clones has perhaps the least interest in developing the mythology of the Force. The Phantom Menace introduced us to the theism-leaning concepts of "the living Force" and "the will of the Force," as well as the concept of the prophesied "Chosen One" destined to "bring balance to the Force"; but, apart from a passing reference to this prophecy, these concepts mostly lie dormant in this film.

The film does, however, develop the Star Wars universe in other ways. Not only is there the revelation that the Jedi are celibate, but we also see the first wedding in any Star Wars film, complete with clergyman and witnesses (even if the witnesses are Artoo and Threepio). Both celibacy and marriage are positively depicted; Padme and Anakin explicitly reject the possibility of "living a lie" with a secret romance in violation of the Jedi rules, and Anakin, not yet a Jedi, must choose between Jedi knighthood and marriage. In our present cultural climate, it’s refreshing to see these complementary vocations both being taken for granted as valid institutions in a fantasy story of this sort.

Attack of the Clones is also the first film in the series to allude to the afterlife of characters other than Jedi: When one character dies and is apparently buried (not burned, as Jedis have been), another character utters this interesting eulogy: "I know wherever you are, it’s become a better place." It’s nice to have this confirmation that religious feeling and spirituality isn’t limited to Jedi mysticism. (On the other hand, See-Threepio, who in the original Star Wars film had the series’ lone explicitly theistic reference — "Thank the Maker" — is here given another reference to "the Maker," but this time in a non-religious sense. While it’s obvious the phrase is used two different ways, the earlier theistic reference may be felt to be somewhat diminished by the new one.)

Cloning and morality

One of the surprises in Attack of the Clones is whom the clones are attacking, and why, and on behalf of whom (the "Clone Wars" themselves are apparently still in the future, though the film does feature a clone skirmish).

Interestingly, like real-world advocates of cloning experiments, those who commission the clones in Episode II promise great benefits from their work. Yet we know how this story ends, and the familiar appearance of these white-armored soldiers tells us that, whatever short-term benefits may result from this cloning project, the end of it is oppression and enslavement.

It’s entirely likely that the phrase "attack of the clones" will become a media catchphrase in future discussions about real-world cloning experiments (the way that "Star Wars" itself came to refer to Reagan-era missile defense research). While Lucas’s story doesn’t touch upon the underlying moral issues of human dignity and the sacredness of human life in its origins, the progression it shows from the optimistic promises of cloning technology to the dehumanizing reality that actually follows remains an evocative metaphor for the false hopes of human cloning experimentation. Whatever Lucas’s intentions, his story resonates with the prophetic warning of John Paul II that "man must be the master, not the product, of his technology."

Being the master of his technology, for George Lucas, is what moviemaking is all about. Moviemaking technology is to him a means of unfettering the imagination, of giving breathtakingly detailed reality to the most soaring flights of fancy.

When Lucas creates visuals like these, he’s doing something quite simply unmatched by anything that’s being done, or has ever been done, by anyone else in Hollywood. He may have the tin ear for dialogue of a dime-store pulp novelist, but he’s still got the visionary eye of a technological Tolkien, and the worlds he creates are pure magic. For those like myself who have a taste for it, simply to revisit this galaxy far, far away remains a pleasure unlike anything anybody else’s movie can offer.

Episode II — Final Thoughts (Circa Episode III)

Looking back at my reviews of Episodes I and II after seeing the third and final film in the prequel trilogy, if there’s one sentence in these reviews I can no longer stand behind, it’s the first sentence in my review of Episode II, in which I declared it a clear improvement on Episode I.

True, the characterizations and dialogue are a bit more enjoyable, the storytelling is better paced, and the visuals are even more spectacular. Yes, the pulp glory of that spectacular sky chase over Coruscant blows away the first film’s dreary pod race. And yes, Episode II avoids some of the first film’s annoyances, from midi-chlorians to Jar Jar Binks.

But Episode II also has new weaknesses all its own, some of which have come to light only in the wake of Episode III. For example, before Episode III it was possible to suppose that the final prequel would made sense of that whole business in Episode II about "Master Sifo-Dyas," the mysterious Jedi knight who apparently ordered the clone army from the Kamino cloners (and may have purged references to Kamino in the Jedi archives?). It doesn’t. Rather than blaming III for not explaining the plot holes in II, though, it makes more sense to blame II for having the plot holes in the first place.

The whole Kamino subplot is problematic on a number of levels. Where does Obi-Wan find this bounty hunter, Jango Fett, that the Kaminoans cloned ten years ago for the stormtroopers? "We keep him here," one of them says. Oh. What’s the going rate among bounty hunters for becoming a permanent resident in a laboratory facility on a rainy ocean planet so obscure that it can be erased from the Jedi archives and not noticed for ten years? (I know, I know, he’s focusing on being a dad rather than bounty hunting — but there’s got to be a trillion places in the galaxy better suited to that.) Anyway, what do the Kaminoans want with him at this point?

Other problems center around Episode II’s new Sith lord, Darth Tyranus, or Count Dooku. In fact, Dooku is a significant problem on at least three different levels: character design, his actual character or motivations, and (arguably most of all) his combat prowess.

On the level of character design, while it may be true that Christopher Lee, of all people, doesn’t need a mask or fancy makeup to be frightening and formidable, nevertheless in the company of the other Sith (Episode I’s blatantly satanic Darth Maul, the hideously disfigured Emperor, and of course Vader himself), a bearded older gentleman in a black cape suggests an odd failure of imagination — especially in a series that has relied on imaginative character design as one of its most consistent strengths.

Then there’s the question of motivation. Even by Star Wars standards, Dooku’s character makes no sense. Not only do we never learn why he left the Jedi order for the dark side, we also get no sense of why, for example, he chose to reveal to Obi-Wan that the Senate was in the sway of a Sith lord. It was just a dark revelation for the sake of a dark revelation, a weak attempt at a parallel to the climactic moment of The Empire Strikes Back, except that this time the audience already knew the secret and there didn’t seem to be any reason for the Sith to share it.

Finally, there’s the climactic lightsaber battle sequence, in which Dooku not only bests Obi-Wan and Anakin (not quite simultaneously), but also fights Yoda himself to a standstill. That’s just wrong. This guy may be a powerful Sith and former Jedi, but in the end he’s only the number two bad guy — and a throwaway, one-episode filler number-two bad guy at that (who doesn’t even have cool makeup).

Sidious himself might turn out to be a match for Yoda — but this guy? No way. That diminishes Yoda unforgivably — not to mention Sidious, who, if he’s able to keep Dooku in submission, ought to be able to walk all over Yoda in Episode III. Conversely, if Yoda and Sidious are evenly matched in Episode III, then Yoda should have walked all over Dooku in II. Maybe Dooku needed to get away for plot reasons — but only after, say, losing a hand or something, and only by cheating. It needed to be clear that Yoda was in charge.

Episode II’s greatest drawback, though, may lie in focusing on Anakin Skywalker as a petulant teenager. Not that I have a problem with Anakin being petulant as a teen, but to leave him there by the end of Episode II allots virtually no time for the Anakin Skywalker fondly remembered by old Obi-Wan as "a cunning warrior… and a good friend" as well as "one of the best star pilots in the galaxy." The first act of Episode III hints at this Anakin, but I wanted the man who became Darth Vader to be a greater man before his fall than Episode II allows Anakin to be.

It doesn’t help that this is now the second Star Wars movie in a row in which the "wars" alluded to in the series title are still basically in the future (one climactic skirmish aside). Lucas should never have gotten bogged down in political debate, let alone given two whole films of it. If Episode I had been the build-up to the Clone Wars and Episode II had focused on Anakin’s heroism fighting with the Jedi in the Clone Wars, then the fall of Anakin and of the Jedi order in Episode III would have had far more resonance than it did.

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