Retrospective | ‘Star Wars: Episode II’ Was the Teenage Wasteland

Last year, I watched all 33-and-counting Godzilla feature films ahead of the release of Godzilla: King of the Monsters. This year, I’ve undertaken a programming schedule that is much more manageable in scope, but even closer to my heart. This is The Road to ‘Rise of Skywalker’ Rewatch!

Previously: Twenty Years On, ‘Star Wars: Episode I’ Remains the Strangest Blockbuster

Look at this picture. Stare at it, think real hard about where you were at the dawn of the 21st century (assuming you were alive and cognizant). A pair of the most famous people on the planet, as the calendar flipped over to the Two Thousandth Year of Our Lord, fully bedecked in denim. Reach out and grab hold of the cultural zeitgeist right there in your mind’s eye, and clutch it. Don’t let go. Deep breath…

Alright, let’s do this.

By the time Star Wars: Episode II — Attack of the Clones came out in May 2002, I was on the precipice of teenhood. I had been drifting away from Star Wars, the space fantasy of my childhood, for a while. I had a whole bunch of R-rated genre fare to catch up on — The Matrix, Alien, Terminator, all that good stuff. I had computer games, anime, and bad cologne to tank my chances of getting a date any time soon. 9/11 had happened less than a year earlier, suddenly the world was a lot more complicated, and Rudy Giuliani was America’s mayor. (Boy, sure is crazy how his reputation stayed great and he never, ever did a single thing to besmirch it.)

On top of all that, public sentiment for Episode I had so soured in the preceding three years that it really took the gas out of the whole tank. Just a few years earlier, the Gen Xers who’d grown up with the original trilogy declared the Ewoks the sole black mark on Star Wars’ record; now, just about everything in The Phantom Menace held their contempt. (There was a time when folks hated the Ewoks. The Ewoks! Can you believe it? I am happy to report these people were wrong from the beginning.)

Nevertheless, I was still looking forward to Episode II, the way one is cautiously optimistic to meet up with an old friend they haven’t seen in a long time. It’s just that I wasn’t following the hype for it very closely. I’m not even sure I checked out a trailer for it before going to the theater with my dad a few days after its release. As best I can recall, my reaction to Attack of the Clones that night was less a direct emotional response than it was a series of bad producer’s notes in my head:

Why are we constantly zooming in on almost every shot?

Boba Fett is here, and he’s a little kid clone? Okay, I’m not sure what that adds.

Those sonic bombs are an awesome idea.

This C-3PO gag with the head-swap is the worst thing I have ever seen.

The Imperial March! Yay, a Familiar Old Thing!

And then we went home, and I didn’t concern myself too much with it. Star Wars had, just a few years before, been an omnipresent factor in my life. But we had agreed to see other people, and Attack of the Clones was just another movie. It was fine enough; I didn’t hate it, even if I could see its shortcomings. I think that’s how most casual viewers engaged with it, and with the prequel trilogy as a whole. Of course, if you’re in the Extremely Online fan ecosystem, a healthy distance from something is rarely an option.

Star Wars: Episode II — Attack of the Clones is exactly the Star Wars movie that was going to happen when it did, whatever your feelings on that may be. It’s a showcase for bleeding-edge digital technology in a way that even The Phantom Menace wasn’t, which has caused its VFX to age worse than its predecessor’s. Phantom at least benefits from rose-tinted memories of the global hype that preceded it; whatever your thoughts on the final product, it was an unquestionable cultural event in May 1999. Clones is, by comparison, saddled with middle-child status. It’s a movie that exists because it has to exist. Its primary mission is to bridge the optimistic young Anakin of Episode I to the emo nightmare Anakin of Episode III, but it only achieves this in intermittent bursts.

Part of the wide dissatisfaction with the prequels stems from an expectation of a “Breaking Bad”-style descent into wrongdoing. Vince Gilligan’s opus gave us over a hundred hours in which to get to know Walter White. We saw him as a concerned father, a brilliant mind and a somewhat less brilliant teacher, and an insecure jackass prowling for vengeance. We got to see how all sides of Walt, good and bad, were active ingredients in an explosive concoction that was doomed from the start. “Breaking Bad” uses a visual and narrative vernacular that builds its thesis brick-by-brick, putting viewers in the minds of its characters in a contemporary, impressionistic style.

The Star Wars prequels, by comparison, were up against an almost impossible challenge in pulling off their own Greek tragedy. There’s the obvious matter of scope — instead of over a hundred hours to play in the sandbox, we get only three films, and by the time of Clones, Lucas had already used one of those on an extended look into Anakin’s childhood (Hence why the “Clone Wars” TV series later became so important in fleshing out the prequel era). By the time we are reunited with Anakin here, a decade after the events of Phantom, he’s almost a different person. Fair enough, though; we can read between the lines. It’s easy to grasp how a good-natured kid getting yanked from his mom to live with a bunch of monastic weirdos who claim he’s Superman, yet constantly send him mixed signals and treat him like a burden, would become a cranky and confused teenager.

However, unlike Walter White, Anakin is not methodically letting lifelong inner demons loose while using calculated moral equivocation to justify it all. He’s a messy, emotionally unstable teenager who doesn’t have a clue what he’s doing in life, love, or anything else. Anakin much more closely fits the cultural template of a modern-day mass shooter. He’s the “angry young man” we’re all worried about. He’s sexually frustrated and he feels like his authority figures neither listen to him nor understand him, so he looks to a third party for validation. He will eventually find it in Chancellor Palpatine, the only guy who ever tells him what he wants to hear. The prequels fail to elucidate or justify Anakin’s actions only insofar as that his actions are unjustifiable. Just as reading the latest 19-year-old gunman’s 8chan manifesto is not going to shed much light on the question of why a “good kid” went bad, the prequels aren’t going to pull back the curtain on Anakin’s heel turn, because becoming Darth Vader has no reasonable justification — his anger just is, a force of nature in search of an ideology to adhere to. (One wonders if mood stabilizers exist in the Galaxy Far, Far Away, and if they do, whether the Jedi take a Scientologist’s dim view of psychiatrics.)

Probing characters’ inner worlds is not always easy. The original Star Wars trilogy established a consciously retro style that befit its relatively straightforward, Old Hollywood swashbuckling adventure mode of storytelling. The plots of A New Hope, The Empire Strikes Back, and Return of the Jedi were each built around an adventure tale in which our core cast of archetypical characters were thrust headfirst into high-stakes danger, hopping from one exotic locale to the next as they fought to connect the dots in time to save the day (or at least their own skin). From a film grammar standpoint, the movies favored locked-off wide and medium shots, which have the effect of treating the characters like independent agents on an objective stage, as opposed to the subjective kind of framing and editing that puts the viewer inside character’s minds. This is perfectly acceptable when you’re swinging across chasms and blowing up Death Stars. But it’s a lot less ideal for examining the slow descent of a hero-turned-villain. Compared to Clones, Episode III will get much closer to squaring this circle, by externalizing and literalizing its characters’ internal chaos into the world around them:

Here, though, there’s this persistently uncanny thing where Hayden Christensen’s smoldering, consciously overwrought Anakin feels like watching a Marlon Brando performance from the 1950s composited into a Final Fantasy cutscene (while performing video game dialogue, to boot). The “house style” and the needs of the narrative are at odds with one another this time, and so they don’t click. Clones — and the Star Wars franchise — reaches its nadir with the infamous “fireplace scene,” which seems yanked right from a daytime soap. (As an aside, most movies are shot single-camera, with lighting and staging tailored to each “setup.” Some of Clones was shot dual-camera — just like a soap opera — perhaps taking advantage of the newfangled digital cameras’ easy workflow. This approach tends to favor a lot of “people sitting down and having a stationary conversation” blocking, as evidenced here.)

Less is more — we could’ve begun the movie with Anakin and Padmé already together in secret, with that information being doled out to the audience after a few furvitive glances and hints along the way. This is, I think, the lesson JJ Abrams took from the prequels (and arguably went a little too far with) when shepherding The Force Awakens. It turns out we don’t really need to see how Ben Solo fell and became Kylo Ren — we can learn everything we need to about his foibles by seeing where the fault lines lie in his persona, and that kind of suggestion-by-impression is much more in the wheelhouse of Star Wars, at least on the big screen. (All the novels, comic books, video games, and television series are great at filling in the cracks!)

The first hour of Clones is most saddled with these issues, as the script tries to move chess pieces around the board in the least elegant way possible. While Star Wars typically masters a breathless, propulsive pace, the first hour of Clones really does feel more like table-setting than anything else in the series. It’s not all bad, though. The Fifth Element-esque airspeeder chase over Coruscant is a great action sequence that manages to show, rather than tell, Anakin’s impulsive and dangerous superpowered status. I also really like this contemplative moment with Obi-Wan, Yoda, and a class of young Jedi-in-training:

Thankfully, the movie picks up after the first hour, because two things happen: one, the story moves into an “adventure quest” mode that comes more naturally to Lucas and the franchise, and two, Anakin goes back to his Tatooine roots, refocusing the film on the central mandate of the prequel trilogy. In fact, after the rockiness of the first hour, the stretch in Act 2 that deals with Anakin uncovering his mother’s fate and the resulting fallout is such a relief, it almost feels like watching a different movie. Veteran Australian actor Jack Thompson, who plays Anakin’s surprise stepdad Clegg Lars, nails the tone for this material. It’s no coincidence that the actors who walked away from the prequels looking the best were the ones who had years of experience working quick-turnaround TV shoots, genre films, or at least lots of stage work. Thompson probably just showed up to set, read the words George had written without asking too many questions, and knocked it out in a couple of takes. (Hayden Christensen and Natalie Portman, meanwhile, are mercifully allowed to sit at the dinner table in silence and radiate discomfort.)

As vexing as the first hour of the movie can be, from the time our doomed lovers reach Tatooine, Clones kind-of wins me back as a delightfully pulpy adventure that just goes nuts in every direction at once:

• There’s a planet full of bugs who live in underground hives and are building a robot army!
• A conspiracy to break up the Republic is being orchestrated by big business and Qui-Gon’s turncoat former master!
• Jar-Jar fucks up the galaxy by being duped into giving Chancellor Palpatine anti-democratic emergency powers!
• Christopher Lee pops in, riffing on his famous Count Dracula as a villain named Count Dooku!
• A big cat rips Padmé’s outfit, thereby giving her an extremely early-’00s exposed midriff for the rest of the movie!

In what must be the movie’s loopiest unnecessary embellishment, C-3PO (or a CGI approximation of him) falls into a battle droid assembly line, gets decapitated, and has his head welded onto the body of an automaton which gets marched straight out onto the battlefield. While it’s meant for a cheap laugh — just some comic relief for the tykes — hearing Anthony Daniel’s processed wails while Threepio gets mutilated in a surreal Kafka-esque tangent is strangely distressing. As he’s first falling, he lands on a floating platform which you gradually realize has a kind of face and eyes. You’re suddenly struck with all kinds of questions about the uncanny space between sentience and automation. What is this thing that Threepio has landed upon?

Does it experience fear, as he does?

Is that what keeps it working this dreary factory job?

Does it ever feel guilt for participating in a system in which it oversees the creation of other sentient machines, knowing they exist only to fight and die?

Is that why Threepio initially seems so shocked to witness machines making other machines, going so far as it call it perverse?

“It’s a nightmare!” Threepio shrieks. Yes it is, Threepio. Yes, it absolutely is.

By the time we get to CG Yoda busting out his pint-sized lightsaber and channelling the Force to do some wire-fu swordfighting against Christopher Motherfucking Lee himself, you’re either going to be hooting, or rolling your eyes.

When the dust settles, Clones manages to go out on a high note, with the earliest chance in the saga to hear John William’s iconic “Imperial March,” played here in a brassy, jingoistic mode over foreboding footage of the Republic’s newly-minted Grand Army — the flowering seeds of the Empire that will one day be.

George Lucas completed the script for Attack of the Clones one week before principal photography began, which explains more than a few things. His producers were pulling their hair out, as they were unable to properly coordinate the shoot in time without having the pages they needed. George was procrastinating on his homework because he couldn’t help but spend almost the entirety of pre-production tinkering in the design labs and with storyboard artists, imagining lush exotic worlds, quirky alien characters to populate them, and gonzo action sequences. Iterating and reiterating until the mise en scene was just so. Nice work if you can get it! And it was his money paying for the whole thing, so he was going to do it however he damn well pleased. Who can blame him, ultimately?

The shortcomings of Episode II, and all of the prequels, really just come down to one thing — Lucas’ heart wasn’t in the directing game, at least not in the traditional nuts-and-bolts way that we tend to think of it. He’s a savant; he reminds me, in a lot of ways, of another one of my favorite filmmakers, David Lynch. Both are fundamentally outsider artists who, from the start, bristled at the way Hollywood works. Both are world-builders, capable of painting outside the lines in ways that seem to have their own logic, even if that logic is sometimes impenetrable to anyone else. At the end of the day, both are steadfast in not giving one flying fuck what you think about how they go about making their art. You’re just along for the ride as they chase their muses. The difference between Lucas and Lynch is that Lynch loves the process of being on set and finding the story in that space before the camera. Lucas loves finding it in a pre-production meeting with designers and craftspeople, or in beating out a sequence in pre-viz with some animators.

It’s too bad that it doesn’t all translate before his lens, then, because there’s true genius under the surface of the prequels. You have to dig to get to it, though, and you start to wonder if you’re just desperately trying to convince yourself that a thing with such obvious flaws on its surface — like tin-eared dialog and a plot that barely makes sense — is more than what it really is. Lucasfilm almost certainly would’ve delivered more fleshed-out scripts, better performances, and an all-around better execution on the prequels if Lucas had stuck to what he was passionate about, limiting his duties to showrunning (as he had on Empire and Jedi) and instead using the prequels as an opportunity to pass the torch to filmmakers who had been inspired by the original trilogy.

But if you throw the “shoulda, coulda, wouldas” out the window and evaluate Attack of the Clones on its merits, it’s nevertheless full of novel gems, if you’re willing to sift through the silt. If nothing else, it’s a time capsule of a certain garish, early-‘00s aesthetic. Frames full of candy-colored lasers and uncanny environments presage the MySpace sensibility of delirious maximalism at all costs. I am who I am, and I can’t find it within me to loathe any soap opera that slams together:

• A Muppet wizard-monk who flips around in the air with a laser sword
• A ‘50s diner owned by a four-armed alien in a grease-stained tee shirt
• Grand conspiracies to overthrow democracy
• Cloning vats
• Staggering levels of brutally, embarrassingly plausible teen angst
• Gladiatorial combat
• Flying hotrods

I certainly can’t fault the addition, on top of all that, of the ne plus ultra designs of Doug Chiang and another roundly excellent score courtesy series maestro John Williams. I left the theater in 2002 able to recall every note of “Across the Stars” having seen the movie just the once.

Can even bad Star Wars truly be without merit? Attack of the Clones certainly puts that question to the test, but 17 years on, my ever-ambivalent answer is, “Nahhh…at least, I don’t think so.”

Next week: One chapter ends and another begins in 2005’s Episode III — Revenge of the Sith!

And if you liked this, check out my video essay on the Galaxy Far, Far Away, Let’s Get Drunk and Talk About ‘Star Wars’: