Fandom gospel has writ that The Phantom Menace (1999) is the worst of the Star Wars prequels, meaning the worst film in the franchise. Whether because of childhood nostalgia or a benign eye for the much-despised likes of Jar-Jar and Trade Federation politick, I actually rather enjoy The Phantom Menace. It is the sequel, 2002’s Attack of the Clones, that tops my personal pantheon as the absolute worst of the Star Wars saga, and yet I am pleasantly surprised at how much I enjoyed the film upon this rewatch. I would still never go so far as to say it’s a good movie, but for the first time in the sixteen years since I saw it in theaters, I feel as if I’m giving Attack of the Clones its due.


Alright look, this movie is bad. This is non-negotiable. Any schmuck can claim that there are no ‘bad’ movies – my favorite “all sides have good points” argument in favor of pure subjectivity – or say that so long as Attack of the Clones achieves what it sets out to do, i.e. entertain children, it is a success. Yet Attack of the Clones is not a successful film. It’s a film with successful elements, but these are nearly lost between the meandering second act, the wooden performances from the entire principal cast, the shoddy set design and miserable CGI, and the inconsistent pacing. Attack of the Clones is not entertaining, neither for children nor adults, because even kids can recognize crap dialogue and third-rate story structure. Outside of a group setting, the stunted conversation and painstaking romance between Anakin (Hayden Christensen) and Padme (Natalie Portman) doesn’t even take on the aspect of ironic, meme-friendly comedy. Without others to share in the joke, Attack of the Clones is a bore. I thought so at age 7, and age has not brought any further appreciation for missed nuance simply because there is no nuance to miss.

Let me tell you, this looks fake as shit.

Far and away the most insufferable parts of Clones are the stultifying performances from a famously talented cast of actors. Natalie Portman has an Oscar, Ewan McGregor is one of the most beloved talents of his generation, Samuel L. Jackson is an icon, Christopher Lee is unimpeachable, Hayden Christensen is… eh, well, Mark Hamill wasn’t very good until his second Star Wars movie either. Clones is hearty proof of the power of bad direction. Under the self-admitted poor acting-direction of George Lucas, some of the best talents in the business are reduced to quibbling stone-faced penny-players pantomiming out a poor semblance of opera.

Not fair I have to watch this either, bud.

The real shame here is that the way Attack of the Clones handles Anakin Skywalker’s inevitable descent to the dark side is, in fact, tremendous. Lucas displays an almost unbelievably deft approach to the obvious mental illnesses plaguing the young Skywalker – PTSD from his childhood as a slave, anxiety surrounding his terrifying portents of the future, depression accentuated by attachment issues and the fated loss of his mother; all subsumed beneath a layer of unintentional arrogance most definitely calcified by the fucking Jedi Order preaching prophecy to a volatile young boy while simultaneously telling him to bury his feelings. Clones would be a marvelous set-up for Anakin’s downfall, complete with a subtle condemnation of the Jedi for their part in his turn to the dark side, if not for two main problems: 1) Christensen’s performance is lacking even if you take into account the lousy dialogue he is given and 2) EVERYTHING ELSE IN THE MOVIE FUCKING BLOWS (until the final battle).

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Oh, thank God.

Portman and McGregor carry the film kicking and screaming until the third act. Between Obi-Wan’s K-mart-noir quest to track down Padme’s would-be assassin leading him to Kamino and Geonosis and Portman’s initiative in commanding Anakin to Geonosis to rescue his master, the second act of Clones is saved from utter ruin. Neither of their efforts can undo the plodded pace of Lucas’s writing, however, which is further spoiled by an unconvincing first act that does little to stress the stakes of their respective missions before splitting up our supposed best-friend duo of Anakin and Obi-Wan.

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Me when my gf tells me about her day at work.

This dovetails neatly into the central problem with Attack of the Clones; it does nothing to set up the conflict between Obi-Wan and Anakin that will explode in Revenge of the Sith (2005). We see these two supposed ‘best friends’ for about ten minutes together in the film’s opening, but Alec Guinness does a better job of telling Luke about their relationship in A New Hope than Obi-Wan and Anakin do of actually showing us their dynamic. They spend every scene of the film in which they’re together trading snipes and shading one another with backhanded compliments, and Anakin comes off just as petulant as Obi-Wan does bitchy. It’s difficult to care about either of them individually, much less as a symbiotic pair.

The battle of Geonosis is dope, as is the final duel with Count Dooku, but even these are spoiled by ludicrous “we gotta’ sell toys” moments. Yoda’s “AERREEAAAHHH” lightsaber reveal is awful even if I loved it as a child; why is the wise-old man archetype monkeying around with fight choreography that looks like it was penned in fan-fiction?

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Movie, take your own advice.

Attack of the Clones is truly not as intolerable as I once thought, but even the deft portrayal of Anakin’s mental illness sowing the seeds of his corruption cannot absolve this movie of the cardinal sin of boredom. One scene between Anakin and Palpatine (Ian McDiarmid) is hardly enough to foreshadow his eventual ascension to ‘evil father-figure’ status, and the movie’s insistence on painting Obi-Wan as the ‘good’ surrogate father to Anakin is literally just stated outright in sophomoric dialogue: “You’re the closest thing I have to a father!” Padme and Anakin’s love story is creepy as hell when you consider the last time she saw him, he was 9, and also Anakin definitely pressures her into their first kiss but we’ll just gloss over Lucas’s inability to understand how people fucking talk to each other. Sidebar: the reason the prequels are so meme-friendly is that Lucas’s dialogue is made and crafted for internet exploitation and proliferation. No work is needed to twist these stupefying performances into self-referential irony-art, e.g. Not just the men, but the women, and the children too.

The worst fucking part is you have to watch Attack of the Clones. It sets up key elements of the saga and Anakin’s transformation into Darth Vader. You can’t ignore it in the same way you can dismiss The Phantom Menace as an unnecessary installment with no lasting repercussions for the franchise. So grit your teeth, pop some corn, and go heavy on that pour, because as soon as you finish you’ll be rewarded with Genndy Tartakovsky’s exemplary Clone Wars series. Until then however:




Attack of the Clones has, in my opinion, been the weakest entry in the Star Wars saga since I first saw it over a decade ago. The portrayal of Anakin’s debilitating anxiety and PTSD is deft and well-intended, but breakneck pacing and a pell-mell story structure frame an altogether boring movie-watching experience. The final battle on Geonosis is thrilling as ever, and Shmi’s death scene is well-performed and emotional, but it might behoove you to get some booze in your system before sitting down for the full two-and-a-half hour slog.

Star Wars Recaps:

Episode I 

Episode III 

Rogue One: A Star Wars Story

Episode IV

Episode V

Episode VI

Episode VII



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