George Lucas divided the the inevitable tragic downfall of Anakin Skywalker.
Although Attack of the Clones is widely regarded to be the worst of the prequels, and was considered to be the worst Star Wars movie altogether until the sequel trilogy came along, it does have some redeeming value.
Right: Ewan McGregor’s Obi-Wan Kenobi
As with all the Star Wars prequels, Ewan McGregor’s portrayal of Obi-Wan Kenobi is infinitely charismatic. Instead of trying to emulate Alec Guinness, McGregor presented his own take on the character, while maintaining the dry charm that originally defined Guinness’ performance.
In Attack of the Clones, Obi-Wan leads his own subplot as he investigates the creation of the Clone Army and stumbles into a widespread Sith conspiracy.
Wrong: Anakin And Pé’s Romantic Dialogue
George Lucas is the first to it that he doesn’t write great dialogue – particularly romantic dialogue – and he even allowed Hayden Christensen and Natalie Portman to rewrite their own lines on the set of Attack of the Clones. Still, their romantic scenes are pretty cringeworthy.
There have been defenses of this pointing out that Anakin was raised as a slave and therefore has limited social skills, but what still doesn’t make sense is Pé falling head over heels for Anakin when the cringe factor never goes away.
Right: John Williams’ Score
As with any entry in the Skywalker saga, Attack of the Clones can be counted on for some breathtaking musical compositions courtesy of the great John Williams.
No matter how banal the romantic dialogue shared by Anakin and Pé is throughout the movie, “Across the Stars,” the Williams track that plays over their wedding in the film’s final moments (and when they’re being taken to their deaths in the Geonosian arena), captures the Shakespearean beauty of their forbidden, star-crossed love.
Wrong: Overuse Of CGI
This is a problem that permeates throughout the prequel trilogy, but especially in Attack of the Clones. While The Phantom Menace was Revenge of the Sith were sharper and more refined, Attack of the Clones is the worst of both worlds.
To say that Lucas overused primitive CGI throughout this movie would be an understatement. There isn’t a single clone played by a physical actor in the entire movie; they’re all CG. Some scenes were entirely computer-generated.
Right: Toning Down Jar Jar Binks
George Lucas maintains that Jar Jar Binks is his favorite Star Wars character, but the fan base clearly wasn’t as warm to him from his slapstick-laden debut in The Phantom Menace. Kids enjoyed his antics, but teenagers and adults rolled their eyes.
In Attack of the Clones, Jar Jar wasn’t eradicated entirely, but Lucas did tone him down and figure out a manageable amount to keep him around that would stay on the side of lovable without veering into cringe territory.
Wrong: Slapstick Humor
Throughout Attack of the Clones, the slapstick comedy that Jar Jar brought to The Phantom Menace is instead given to C-3PO and R2-D2. After getting separated in a droid factory, Threepio’s head gets attached to a battle droid’s body and Artoo sets out to put him back together.
This subplot is filled with dreadful puns (“This is such a drag,” “I’m quite beside myself,” etc.) and cringeworthy gags that belong in a cartoon.
Right: Ben Burtt’s Sound Design
Ben Burtt is the sound design genius who gave us the hum of a lightsaber, the crack of Indiana Jones’ whip, and the synthetic, yet sympathetic voice of WALL-E. On top of his usual iconic sound effects, like the voice of R2-D2, Burtt added some new mesmerizing sounds to the library in Attack of the Clones, like Obi-Wan’s seismic charge.
In addition to the prequels’ sound design, Burtt worked as an editor on the films. He worked with co-editors on The Phantom Menace and Revenge of the Sith, but tackled editing duties on Attack of the Clones solo.
Wrong: Overly Convoluted Plot
The mystery behind the cloning operation on Kamino ended up being dropped from Revenge of the Sith, because Lucas realized he bit off more than he could chew in Attack of the Clones.
The movie has too many villains, too. There was no reason for Jango Fett to outsource the assassination of Pé to Zam Wesell, who in turn outsourced it to a droid, after Nute Gunray outsourced it to Fett. It’s the only prequel for which Lucas recruited a co-writer to help figure out the plot; he should’ve seen that as a sign that it was getting too complicated.
Right: Final Battle
The plot threads of Attack of the Clones all converge in a spectacular final battle in which Star Wars fans get everything but the kitchen sink in their favorite galaxy far, far away. Obi-Wan reunites with Anakin and Pé as they’re shackled up in a gladiatorial arena and fed to some monsters for the Geonosians’ amusement.
From there, the entire Jedi Order takes on the Separatists’ entire droid army, Yoda shows up with the Republic’s Clone Army, and Obi-Wan, Anakin, and Yoda confront Count Dooku.
Wrong: Hayden Christensen’s Wooden Acting
Although he would eventually settle into the role of Anakin Skywalker with more theatrical flair in Revenge of the Sith, Hayden Christensen’s acting in Attack of the Clones was depressingly wooden.
To be fair to him, “I don’t like sand,” is a difficult line to bring nuance to, but Christensen didn’t do anything to elevate Lucas’ dialogue like his co-stars Ewan McGregor, Natalie Portman, and Samuel L. Jackson did.