So, I’m going to have to do to this one what I did to the first one, and again, I fully acknowledge the Plinkett reviews as a source for me to draw from. The big difference here is that while I was more than willing to give a little leeway to The Phantom Menace, Attack of the Clones gets no such love. Plain and simple: this movie was terrible.

The Direction
First and foremost, we need to remember one big thing about the first 3 movies: only one was directed by George Lucas. The other 2 were done by directors Lucas respected (Kershner and Marquand). These movies are 100% Lucas and, in the case of Clones, he elected to direct a movie that was nearly entirely filmed against a green screen. This allowed him to do filming of characters against a blank canvas while allowing him to basically design whatever world he wanted around them. Green screens had long been used for special effects and matte fills, but hadn’t been used this heavily at this time. While Episode II wasn’t a full “digital backlot” film, there were tons and tons of shots that had actors doing their thing with nothing around them but green cloth.

The upside here is that digital backlots can save a lot of money in film production since you don’t have to build sets that are either very complicated (aka “expensive”) or utterly impossible. The downside is that if your director isn’t, you know… an actor’s director, the actors all end up like they’re acting in front of a bunch of green cloth because they have nothing to act against. The backgrounds can look pretty, but if you don’t have someone who can draw the best performance out of a person, then you end up with something that looks like it was staged like an elementary school play. This has the effect of drawing the viewer out of the viewing experience and making them question as to whether what they’re seeing is real or not, which kills the suspension of disbelief which kills your story.

And George Lucas is NOT an actor’s director. This is the guy who’d do 3 shots – max – of anything he wanted and only wanted the actors to read from the script. Even in Episode I, they had Ahmed Best wearing a Jar Jar head walking around for them to act against while they were in scenes with him – here, there’s almost none of that. And the result is that you have a film full of people talking and talking and talking…

A great example of this is early in the movie when we have a scene in an elevator between Anakin and Obi-Wan, where they recount the battles they’ve been through and talk about how Anakin needs to be a better person. In other words, we’re getting dialogue about a mix of friendship and a type of father-son relationship. This is great! They’re buddies, but they’re also master-student. The problem is that this is ALL done with dialogue. There’s nothing acted out here – or anywhere else in the film - that really makes me say, “these guys are buddies in a father-son type of relationship”. It’s ALL done by dialogue. Again, film is a VISUAL medium, and when you neglect the visual for the sake of the audible, you miss the point of the art form.

Lucas wasn’t always like this. Back in the original Star Wars, he spent months going through various combinations of actors to find just the right mix of people to make things work. He filmed the auditions and carefully analyzed which actors just seemed to “gel”, and the result was a classic series of films with Mark Hamill, Harrison Ford, and Carrie Fisher. That chemistry between the actors, and the subtleties in their relationships with each other onscreen, allowed us to suspend disbelief to the point to where the big plot holes and corny dialogue of the first films really didn’t matter that much. All was well with the world.

This time, there seemed to be none of that. The actors weren’t acting against each other very well and there seems to have been little of the “gelling” that happened with the first 3 movies, and even if the cast did get along well, Lucas’ weaknesses as an actors director were so weak so as to completely cover up any of these successes.

The Story
Remember when I pointed out that Phantom Menace was an extremely linear storyline? Well, we got rid of that this time, and while our characters start out together, they separate for a time before finally coming together for the conclusion, similar to how The Empire Strikes Back was made. Normally, this wouldn’t be a problem… except that the stories have to be INTERESTING.

Here, what do we have? Well, we have story #1: a detective story that involves Jedis and spaceships, except that there’s no real mystery to it. We know early on that a Boba Fett-like guy is the assassin and when we meet the guy, with his child Boba, we know immediately that the mystery is solved! Kenobi has discovered the Clone Army… which is immediately accepted and put to good use by the end of the movie, which means that all of the threat of the clone army is removed because, suddenly, they’re good guys. Yay! So the whole mystery goes out the window in place of a story we don’t care about starring people we don’t care about. About the only real mystery to this movie is the question of whether Dooku is involved with Sidious, and he tells us directly that he is. Oh – and the mystery of why we’re so concerned about clones being used to fight against battle droids except that the clones were ordered 10 years before the droids ever were (right around the time Palpatine became chancellor….) and that the person masterminding all of this (hint: IT’S PALPATINE!) is really getting both sides to build both the droids and the robots so that they can fight a war for… something. I mean, OK, we’re concerned, but the Jedi obviously aren’t. It’s mentioned once and then dropped right up until Yoda conveniently shows up on site with a ton of clone troopers that no one in the Republic knew the Republic had – and he doesn’t care one bit.

So… yeah, nuthin’.

But even that story excels in comparison to the next one. Story #2 is a romantic journey whose only real good, believable moment comes with the death of Shmi Skywalker (Anakin’s mom) and his resultant murder of the Sand People tribe of men, women, and children. I’ll get to that in a second… but the rest of it is supposed to be this whirlwind Romeo and Juliet-style romance between Anakin and Padme that mirrors the romance between Han and Leia in Episode V – except that it doesn’t mirror a thing. It’s obvious from the beginning that these 2 have the hots for each other and that they’re a couple of doofuses when it comes to expressing their feelings. The whole romance angle is clumsy and unbelievable. Here’s a clue, folks: if you want a Romeo and Juliet style romance, take the time to develop it. Shakespeare used subtext and conflicts between families and friends and political issues and demonstrations of love. Lucas uses bouncing CGI cows and clumsy phrasing like “everything here is soft… and smooth”.

The sad thing is that there was a simple way that Lucas could have made this romance believable and helped us buy in to what we’re seeing. It wouldn’t have made the movie great, but it would’ve helped the viewer stay in the film… and that is: he should have established that the friendship started between Anakin and Padme in Episode I had continued and developed over the years between that and Episode II. Establish that these 2 had remained friends, giving Anakin a balanced upbringing between Obi-Wan’s stern instruction and Padme’s friendly sisterly guidance. Then, establish that the 2 of them had been crushing on each other for a while and, maybe, had already begun seeing each other in secret. It would’ve helped us to buy further the idea in Episode 3 (spoiler alert) that they’ve been secretly married for the duration of the war.

And this whole “secret” thing brings up another issue: why are the Jedi not allowed to marry? Here on earth, I realize we’ve got several groups of monastic religious brethren for whom a vow of celibacy is required upon entering the group, but those groups typically have some sort of logic to their requirements. Catholic priests, for instance, are required to be celibate because the group believes that this allows priests to better mirror the life of Christ (who, to the best of our knowledge, wasn’t married) and to focus their lives on serving God and the church. Buddhist monks have a variety of reasons for pursuing celibacy, mostly centering around leaving animal impulses behind and achieving total control over mind and body so they can better strive to reach Nirvana or some other 90’s grunge band.

So… why not the Jedi? I’m presuming there’s some sort of logical reason behind it related to becoming one with the Force and all that jazz… except that it’s never explained. We’re just told that “attachment is… FOR bidden”, which I presume means “forbidden”, but that Jedis are encouraged to love (which makes us wonder exactly why the Jedi Council sent Anakin and Padme – 2 young, nubile youths – off on a romantic getaway for her “protection”). In fact, George Lucas has said that Jedis, while prevented from marrying, are fully allowed to have sex… so that whole Buddhist thing (which one would presume is what Buddhist-Methodist Lucas based the Jedi on) doesn’t fit, especially since Buddhists are also encouraged to let go of emotions. Jedis certainly aren’t. They all get emotional – very emotional. CGI Yoda gets worried, angry, happy, sad, frustrated, curious, etc. Obi-Wan gets happy, angry, sarcastic… you see my train of thought here: obviously, emotions aren’t an issue for the Jedi, which is probably why they’re encouraged to love.

So what’s the big deal about being attached to someone? It’s never really explained why, just that it is, and Hayden Christensen and Natalie Portman are just stuck with it. At least we get some weak explanation from the script about Padme’s resistance to marriage (“I’m a Senator”). Not the Jedi. It’s just FOR bidden. Unfortunately, this means that Lucas just doesn’t give these actors any real way to develop their characters in terms of being romantically attached teenyboppers. His lack of ability as an actor’s director means that characters end up underdeveloped with unrealistic emotional reactions to everything. This is probably most evident with the scene where Anakin reveals to Padme that, upon finding his mother and having her die in his arms, he unleashed his anger and killed every single last man, woman, and child in the Sand People encampment.

Think about it: if someone you knew 10 years ago walked up to you and told you “I know I’m supposed to protect you, but I got angry and just killed every single man, woman, and child in Des Moines, Iowa”, would you give them a shocked look and then say, “let’s go off to another planet and then we can have a full revelation of our love for each other and then get married”? No. You’d say, “please don’t kill me” while, as rapidly as possible, contacting the police or pulling a weapon. That’s what any sensible human being would do because when we’re faced with a serious threat to life, we become defensive creatures. Not here. Here, Padme finds out that Anakin is a cold-blooded murderer and decides that all he needs is some good old-fashioned Naboo lovin’. It’s a weakness in the characters, but ultimately, it comes down to bad storytelling.

For instance, in my theoretical world where Padme and Anakin knew each other for years, Padme would maybe not agree to go with him to Geonosis and would stay behind on Tatooine with the Lars so that she would have time to process what her long-time friend had just done. Then, when he returned to pick her up and take her back to Naboo, she would reveal that she understood the pain he felt upon the kidnapping and murder of his mother, and while she didn’t agree with what he did, she would stand by him through thick and thin, and then, near the beginning of Episode III, reveal that the 2 of them had, at some point during the war, snuck off and gotten married. To me, that’s a much more believable storyline for Story #2 than what got put on screen.

The rest of the film (the intro on Coruscant and the Battle on Geonosis) are both actually pretty well done. They’re a bit too busy for my tastes and don’t give us time to really invest in the characters, but that’s OK because there’s an intent to both stories that’s actually pretty believable: establish that there is a looming threat through a terrorist act and then confront that threat on a new world in an exciting battle.

But even then, we have serious issues with the overall story. For instance: the film assumes that we know and understand a lot of material that it never actually takes the time to explain to us. Remember back in Episode I, there was a big scene with the Jedi Council Anakin is interviewed and where Yoda and Mace Windu explain why Qui-Gon could not take Anakin as his padawan? We end up knowing, from that scene, that the council has concerns about Anakin’s emotional health and are concerned that if he is trained as a Jedi, that he could easily fall to the dark side. There’s also a slightly subtle challenge of Qui-Gon’s abilities as the council basically takes his one-man interpretation of the “prophecy of the one who will bring balance to the Force” and throws it out the window, establishing that while we like Qui-Gon, there are some potential major unspoken conflicts between him and the council. Like I said earlier: dialogue is a good thing, especially when it explains critical plot points.

Here? Nothing. There’s an assassination. We’re going to investigate it. We need to protect Padme. Done and done. Big battle – we win – yay! We never get an explanation as to why the Galactic Senate is inept or what procedures they have in place to allow a temporary replacement to propose and have passed major sweeping legislation, an explanation of why the Clone Army is a dangerous thing, or why it’s so freaking critical to use Jedi Knights to protect a single Senator from a backwater world. Again, it’s just a great example of George Lucas’ Tableau Vivant in action: here’s the action, here’s the dialogue, no explanation. You can’t rely on the cinematography and all that fussy camera work to tell the story, either, since the TV style of direction steers away from telling you much more in this case than “here’s the setting” and “this is what the people are saying”, and they simply aren’t saying much.

Actually, when we really get down to brass tacks, the reality is that the plot of Episode II is exactly the same as Episode I. Remember when we talked about Episode I really being about Palpatine’s moves to use the Naboo crisis to gain sympathy in the Senate, manipulating the removal of Chancellor Valorum so that he could gain the chancellorship? Well, basically, we have the same thing here: Palpatine is using another crisis (an attack on the Senator from Naboo by the Separatist Movement) to generate sympathy for himself so that he can gain more power, this time by the declaration of war. Everything else in this movie either revolves around that basic plotline, or distracts from it, and again, we could have probably had a very interesting intense movie about those exact issues… except that this is essentially a KIDS MOVIE. Political maneuvers, while interesting to poli-sci nerds like me, should not be used as a key element in the makeup of a movie that’s mostly aimed at kids (and kids-at-heart) in search of an adventure story.

By the way: is it just me, or did the Jedi council fail to actually look into whole “there’s a new Sith Lord” thing from Episode I? You remember: the whole “Darth Maul killed one of our own, and we know there’s both a master and an apprentice, so which one did Obi-Wan kill” thing? Seems to me that if a police force found a cop killer who had killed a cop, and then found out that he had a buddy who helped him out with his whole cop-killing business, that they would spare no expense to locate that buddy and bring him to justice. The Jedi, in comparison, seem to have completely forgotten about the entire incident. Qui-Gon Jinn is rarely mentioned, and his murder at the hands of the eras-long enemies of the Jedi seems to have been deleted completely from the history books. I’m not saying that it would take a really, really weak writer to completely ignore one of the biggest plot elements from movie one in the course of writing movies 2 and 3, but… yeah.

The Characters
Well, while the first movie didn’t really have a main character, this time, we get two: Anakin and Obi-Wan. This is an improvement, or so you would think… but the problem is that the main characters are done in a way that really gives the audience nothing to connect to. Obi-Wan is an aloof, distant loner who speaks every line like it’s a speech to Parliament (the governmental body, not the Bootsy Collins band) and spends most of his time criticizing his pupil. Anakin is a whiny little brat who kills people and falls in love way too quickly with a girl he met 10 years ago who fully disagrees with him on important, critical life-issues. In other words: there is absolutely nothing that connects me, personally, with either of these characters and, thus, there is no real hero of a movie where I find Dex from Dex’s Diner to be a more engaging character than either of the 2 supposed heroes. Worse yet, there’s no real connection between the Kenobi and Anakin of the Phantom Menace and the characters in this movie, which begs the question: why couldn’t they have just started the prequel trilogy here instead?

But let’s spend a little more time talking about Anakin and Obi-Wan. If we go back to Episode IV, the little schpeil that Obi-Wan gives us about Anakin being a “good friend” really makes you feel like there was a long, good friendship between the two, similar to the friendship I have with my buddy of 30 years. But flash back to Episode II and now you find yourself asking “where is that close friendship we were told about?” We get a couple of guys who are in constant conflict, with jerkly and Vulcan-like Obi-Wan believing Anakin is dangerous and unpredictable and unnecessarily angry and horny Anakin believing Obi-Wan is a tyrant. Some friendship, huh?

And again, we get down to the issue of Lucas not being an actor’s director. As we explore Anakin’s emotional depth, we find that Lucas has no real way to explore any of it outside of, maybe, anger, and even then, we have to be told, via dialogue, by Anakin that he’s angry. It’s not done through subtext or interpersonal connections or anything like that – it’s told by him throwing a first-class hissy fit about Obi-Wan in front of Padme that looks more like an 4-year-old screaming because they can’t get a new toy than anything remotely like what a normal human teenager would do. When we get back to the romance angle, we have to be told – repeatedly – that Anakin is falling in love with Amidala. There’s no subtlety to the conversation at all – it’s all “I’m in love with you”. He might as well have bought a flashing neon billboard across the street from the Senator’s apartment on Coruscant.

And again, I have to point out the comparison to an earlier film – the one this one is supposed to mirror: Episode V. In that film, neither Han nor Leia actually admit their love for each other throughout the entire film, except right at the end when Han’s about to be dunked in carbonite and no one knows if he’s going to live or die. The big kiss (aka “Star Wars sex scene”) in the Millennium Falcon comes about as a part of some witty dialogue that doesn’t explore love, future, or anything else. Neither of them are concerned about the future, their stations in life, or whether or not their love would be accepted… they just happen to fall into a good, deep kiss that has millions of times more romance than any roll down grassy slopes in front of giant waterfalls has in this abortion of a movie. That entire moment in Empire communicates all those things and questions and never says a word about it other than asking whether Leia likes scoundrels or nice men and then smooooooooochy smoochy… And then we’re left wondering what the fallout will be. All done in a minute and a half and masterfully told.

In this movie, we get 20 minutes of exposition with zero character development in either character followed up by more unreasonable emotional reaction and an out-of-the-blue declaration of love, which makes our brains collectively say, “Well… I guess Anakin is just randomly rolling around through life, being lucky, I guess”, which devalues his character and makes him seem a lot less like us and a lot more like some sort of alien character that we really can’t relate to… which leads me all the way back to the beginning of this section: we have 2 heroes… except neither of them goes on any sort of hero’s journey. There’s no real growth in either character, and while both have a basic 3-act play in that we get an introduction to the character and their storyline, followed by a conflict and a “belly of the whale” moment, followed by a conclusion, there really isn’t anyone in this movie for us to really root for. For a guy who built his career on being a direct descendant of the Joseph Campbell monomyth, George Lucas sure does seem to be giving the finger to the man whose theory on mythology made him a buttload of money.

Speaking of a butt-load of money, let’s talk about the money wasted on 3PO. OK, I mean, I understand that he’s a big part of the trilogy, and I’m happy to see him back and everything. In a lot of ways, 3PO and R2 are kinda like our Greek chorus taking us through the story, giving reflection to some of our own thoughts about the action going on. And so, for some reason, Lucas thought it would be a great idea to turn C3PO into a bad walking joke.

And I don’t mean a bad walking joke like “he got blown apart by stormtroopers and is now carried on Chewbacca’s back because it’s part of the plot”. I mean bad walking joke like “he’s used solely as the butt of humor making cheesy jokes that sound like they were written by a 6-year-old… 2 year before they turned 6. Which, sadly, leads me to this question: what real purpose did C3PO serve in this movie? The answer to that question is simple: none. He was a joke, provided no real internal audience dialogue, and ultimately just showed up so they could put the same talking character in all 6 movies, which leads me to another big question that’s even more uncomfortable: does George Lucas actually understand the characters that populate his own universe? Because that question leads me to an even more uncomfortable answer.

No. He most certainly does not.

Lightsabers and Other Fun Spacy Equipment!
OK, even though this is, by far, turning into my longest review to date, and even thought I’m going to discuss lightsaber duels a lot more in Episode III (spoiler: I’m doing Episode III), I’d like to talk a minute just about the lightsaber itself.

Back in the original trilogy, the lightsaber was used sparingly. During the course of the entire trilogy, lightsabers were ignited a total of 12 times. A-like so:

ANH – Ben’s House ANH – Training on the Falcon ANH – Ben vs. Vader ESB – Luke vs. Wampa ESB – Han vs. Tauntaun ESB – Luke vs. Fake Vader on Dagobah ESB – Luke vs. Vader ROTJ – Jabba’s Sail Barge ROTJ – Luke vs. Speeder Bike ROTJ – Vader igniting Luke’s lightsaber ROTJ – Luke vs. Vader (first) ROTJ – Luke vs. Vader (final)

There was a practical reason for this: the lightsaber, as cool as it was, was a difficult special effect. It wasn’t a single laser blast that came and went – you had to rotoscope and animate and work to make that stupid laser sword stay onscreen. That meant time and time means money and fewer lightsabers mean less money spent. This actually worked out well, since lightsabers were the equivalent of the swords that a knight would carry with him onto the battlefield in Medieval Times (I’m guessing both the historical era and the restaurant).

This meant that the lightsaber was a special weapon, but even then, it wasn’t the end all be all of being a Jedi. For example: Yoda, in Empire, although being a powerful Jedi Master, never once ignites a lightsaber because his ally was the Force, and a powerful ally it was. In fact, he went so far as to explain to Luke the folly of carrying a lightsaber with him into the cave – advice Luke didn’t take – as a reflection of his belief that the lightsaber is not the entirety of the Jedi philosophy.

In the new trilogy: none of that. Again, all traces of subtlety is gone as it seems that lightsabers are everywhere. Not only do Jedis go through lightsabers as quick as fat guys go through “Lifesavers”. They’re so prevalent that I halfway expected Max from Max’s Diner to yank one out to heat Obi-Wan’s coffee. Heck, even Mr. “The Force is a Powerful Ally” Yoda all of the sudden yanks out his own little baby-sized lightsaber before going into extremely acrobatic combat against a powerful Sith Lord in the form of Count Dooku (who has just defeated both Anakin and Obi-Wan). It’s a fun scene to watch Yoda frog-hop all over the place, sure, but… I thought that “luminous beings are we… not this crude matter”. Empire showed us that a “great warrior” doesn’t have to be a big, strong, powerful guy and that the Force wasn’t just dependent on the physical nature of the person wielding it, as it was supposed to be a spiritual thing. The new trilogy showed us that Yoda’s power actually was physical – lightsabers and frog-hopping – and that the spiritual really wasn’t as big part of it as he’d previously advertised.

So, in the course of 1 minute and 30 seconds or so, everything we’d ever known about Yoda’s philosophy from Empire is thrown into the garbage chute and chewed on by a one-eyed tentacle critter.

But that’s not everything that gets pooped on by Lucas. Nope… we also have R2D2. I know we talked about 3PO in characters, but now le’s talk about how technology can change a different character. Now, there’s obviously tons of new stuff in the movie, and most of it’s OK, but there’s a big feature with R2 that has never occurred before in any other Star Wars movie up until now: he can fly. That’s right: R2D2, who rolled across the deserts of Tatooine, who ended up in the swamps of Dagobah, and who navigated the forests of Endor all on 2 or 3 wheeled legs, has rockets that he could have used at any time to make any of those jobs much, much easier. Normally, I’d just call this a Big-Lipped Alligator Moment (bad language warning) and call it a day, but the problem is that this little rocket-packed R2 has just changed his entire personality, turning R2 from the Greek Chorus character that we could kinda identify with into being an active (though pointless) aggressor that, much like 3PO, is played up for cheap laughs and (nearly) never referred to again. If it didn’t pop up in Episode III briefly, I’d gladly grant this BLAM status and move on, but again, I think it’s a good illustration of Lucas allowing technology and toys to take over important things like character and story.

So… Was Anything Actually Good?
So, after all this, we get down to the big question: was there anything in this movie that was actually redeemable. And yes, I think there was. Some. Very little, actually.

First – the 2 big battles between Obi-Wan and Jango Fett were both excellent. The battle on Kamino was well-choreographed and had a lot of tension and kinda surprised me when Obi-Wan didn’t win outright. It really was the first time we’ve seen a Jedi lose to someone who wasn’t a Jedi. Then, when Obi-Wan is chasing him through the asteroids around Geonosis, there’s an exciting space battle – one of few in the prequels – that’s very tense and very well designed. While it doesn’t make a lot of sense for Obi-Wan to avoid so many attacks and that Jango would let his son dictate when he launched missiles and fired lasers, it’s still a lot of fun.

Second – the big ground battle at the end is really good (although the editing on the acting is admittedly terrible). Some folks have said that the battle had too much going on and was far too confusing for it to be truly effective, but I say that this actually played into the story’s hands. Big battles ARE confusing. There’s a ton of action and a lot of people moving around and there’s dust and unpleasantness and you get lost in the plan and it actually made the Battle of Geonosis seem more realistic than anything else in the movie. I applaud it.

Finally – while I’ve focused on 2 effects-based elements that I felt were good, there was one big story choice that I think was pretty interesting that I also feel worked well – and it’s an element that most people don’t agree with me on: the role of Jar Jar. Now, I didn’t spend much time on Jar Jar in the first review simply because, as much as I dislike the character, I didn’t see him as the evil bane of my existence that some fans saw him as. Still, he’s an annoying critter who bumbled his way around the first movie in the most unlikely manner possible – basically playing the role of the dumb friend who always gets the heroes into trouble. It’s not a bad role to play, just an annoying one if it’s not done with some subtle humanity, which Jar Jar totally lacked. Now, in Episode II, we see that Jar Jar’s bumbling hasn’t ended and that it is he, in his role as interim Senator, who is ultimately responsible for the fall of the Republic and the rise of Emperor Palpatine. I think that’s a fitting role for him, but I still struggle to wrap my head around the simple question of: does no one notice that they’re putting a well-intentioned idiot in charge of the future of the galaxy? If not, then maybe the Empire was the best thing that could’ve happened to the galaxy.

Conclusions
In the end, there’s just no gentle way to put this: Episode II was an utter failure of a film. Maybe not financially, but certainly in almost every other possible way. It’s dark, dumb, and pointless, has gigantic plot holes, fails to develop its characters in any meaningful way, overly relies on special effects instead of filmmaking to tell its story, and offends the very mythology it was based on. It may not be Holiday Special bad, but it’s getting there. It’s like if the Holiday Special had a higher special effects budget and, in fact, I’m halfway thinking that maybe, just maybe, a dancing Bea Arthur would have improved this movie somehow. It certainly couldn’t have hurt.