Ten years after the events of The Phantom Menace, civil war is looming, the Jedi are practically useless, and the future Darth Vader is a petulant teenager instigating a love affair with a woman who it seems like should be much too old for him. Oh dear.

Director George Lucas dove into the origins of Darth Vader with exactly the sort of enthusiasm and insight one would expect from a nearly sixty-year-old with unlimited cash and nobody willing to tell him “NO.” To be fair, though, Attack of the Clones is an improvement over Phantom Menace, despite Anakin coming off as some sort of incel, stalker nightmare.

It damn well had to be. There was really nowhere to go but up.

Plus, Lucas didn’t write this one on his own. He teamed up with Jonathan Hales, who had written a couple of fun films (both credited and uncredited) but got to know Lucas while writing for the sadly underappreciated The Young Indiana Jones Chronicles. It’s impossible to know, of course, who brought what to the screenwriting table – or if George Lucas would listen to anybody suggesting anything other than his own ideas back at him – but Attack definitely upped the swashbuckling aspect that older fans like me were missing from Episode One.

The set designs were amazing, the special effects were a step up (although they don’t hold up as well today), the score was great, the action sequences were much more entertaining, and again, Ewan McGregor’s Obi-Wan Kenobi was the highlight. So much so, that I kind of feel like the development of Anakin suffered.

And boy did we all suffer right along with him.

I’m going to go ahead and assume that Lucas wrote all the dialogue, because it’s still horrendous. Especially when the film starts dipping its toes into the waters of high romance between young Anakin (played woodenly by Hayden Christensen), the now nineteen-year-old padawan to Kenobi’s full-fledged Jedi Knight, and the now twenty-four-year-old Padme Amidala (played woodenly by Natalie Portman).

Wait. What?

Padme was supposed to be fourteen in Phantom Menace but played by eighteen-year-old Portman? And now she’s playing older than her real age by three years for this one? And Hayden Christensen is also actually 21 here, but playing younger?

No wonder I was confused and that the relationship between the two of them seems so weird and kind of creepy. It’s just that now the actors are the same age, but in the previous film there was a massive age difference in the characters, so it’s got an ick-factor that I just can’t shake. It doesn’t help that young Anakin has apparently been obsessing over Padme for ten years – since he was nine. So when he and Obi-Wan are assigned to protect the now Senator Padme Amidala from a potential assassination attempt, Anakin gets disturbingly obsessive.

The investigation into who tried to kill Padme is a strong, if overly simplistic element in this film, mainly because it allows McGregor to go off and do some pseudo-film-noir detective action and shunts off Anakin and Padme into scenes that are easily skippable thanks to modern technology. This is where the real plot starts building as Obi-Wan discovers that a rogue Jedi has initiated an order for an army of clones based on the genetic imprint of the bounty hunter who ordered the attempted murder of Padme. It’s all terribly convoluted.

And that bounty hunter? One Jango Fett, father to a clone son you may have heard of: Boba.

Everybody loves Boba Fett and after going out like a punk in Return of the Jedi – and never really living up to his full storytelling potential – Lucas has decided to give us the secret origin of our favorite space bounty hunter. Sort of. Basically, he’s just a kid. An unaltered clone kid who watches as, later in the film, another fan-favorite character who never amounts to much in the films, Mace Windu (Samuel L. Jackson in a role that I’m sure sounded like a better idea than it actually was) chops off Jango’s head.

So yeah. There’s that.

Did we need to have Boba Fett introduced? No. No we did not. And it adds nothing to the story but demystifying one of the most enigmatic characters in the history of the entire franchise. Kind of like how this prequel series does the same thing to Darth Vader. It’s difficult to really watch the original trilogy now and imagine that underneath that iconic costume and Sith Lord demeanor is this petulant, sulky teenager. I mean, we all start out like that, right? But do we have to see it?

We really didn’t need to know any of this.

But what about that toy revenue, George might ask? Oh yeah. The toy revenue.

Anyway, here’s where it gets even more confusing if you’re not paying attention. While this clone army is being prepared, the most under-utilized villain with the silliest name in the Star Wars film franchise, separatist leader, Count Dooku (played by the always amazing Christopher Lee) – who may or may not be a Jedi but is definitely a Sith – has been prepping a droid army with which to, I don’t know, conquer the galaxy or some shit.

Basically, it’s all in service of getting Grand Chancellor Palpatine (Ian McDiarmid) voted in with emergency powers to take over the galactic senate, I guess (goddammit Jar Jar!). But we all know that Palpatine is Darth Sidious, so the sense of inevitability to the whole procedure is just boring and tedious, while also making our heroes look stupid and ineffectual. And actually, at this point, I don’t know if even Dooku knows Sidious is Palpatine, which is a really odd narrative choice for Lucas.

Anyway, one of the biggest takeaways of this film in particular, is that the Jedi Council is just shy of useless. Sure, they’re cool when you need to have a bunch of folks flipping around on a green screen set with laser swords and whatnot, but when it comes to actually advising the senate or policing the galaxy, they fail on nearly every front. Palpatine/Sidious outclasses them on every level, manipulating them so that he gets every single thing he wants and they are literally none the wiser.

The Jedi kind of suck.

But they have to. Otherwise we wouldn’t have a story (or at least not George’s story). And because we all saw the original trilogy, we know that eventually the Jedi are brutally defeated, with the surviving couple of Masters (Obi-Wan and Yoda) going into hiding for a generation. Palpatine/Sidious becomes the Emperor with Anakin by his side as Darth Vader. This entire trilogy is an exercise in the surgical removal of all mystery from the Star Wars films that we all loved and cherished growing up.

But there is that toy revenue to think of.

Star Wars has a sold billions of toys. That’s not an exaggeration. Billions.

That’s a number that demands more films be made. More product must be produced. More money must be squeezed from the fans, like pushers giving junkies what they need.

And that comes at a creative cost.

Attack of the Clones is better than Phantom Menace. I wouldn’t imagine that many people argue against that premise (EDIT: I was wrong. WTF, people?). But at the same time, it suffers from having to force its main character, Anakin, to behave in ways that undermine the authenticity of his experience (Because we’ve got to get him in the Vader suit in the end). And the supporting characters around him, particularly Padme, say and do some heinous shit just to further the plot (Because we’ve got to get him in the Vader suit). And that’s not even taking into consideration the horrible romantic dialogue.

There are examples strewn throughout the film, but the most egregious moment, the moment that is simply appalling in both its creative failure as a dramatic scene, but as a moral failing for Padme, who has been established as the rational center of the relationship. Of course, the moment I’m talking about is when Anakin has returned to Tatooine looking for his mother, who we discover has been captured by Tusken Raiders in a bold-faced appropriation of traditional racist “Women in Indian Captivity” narratives.

The Tusken Raiders are savages. Less than human. They’re just monsters. And they brutalized Anakin’s mother until she dies in his arms. Then, in a fit of rage, Anakin MURDERS THE ENTIRE VILLAGE, INCLUDING THE WOMEN AND CHILDREN. This is the most complicated emotional and moral moment in the film. We know that Palpatine has been nurturing Anakin’s emotional responses in opposition to the Jedi way, and we know that eventually Anakin will become Vader, who enables the murder of planets full of people, so there has to be a first step toward that capacity for mass murder.

And Anakin knows that he’s crossed a line. We have his confession to Padme and it’s some of Christensen’s better acting in the film. But here’s the thing.

After admitting to Padme that he’s done this monstrous act, a deed so horrifying that it should shake anyone to their core just hearing about it, Padme’s response is to comfort him and tell him that “everybody gets angry sometimes.”

He murdered a village full of children. She really doesn’t give a shit. They were just filthy Tusken Raiders, after all. Violent monsters. Native to Tatooine but less than human.

It’s sickening, really.

And then we don’t really deal with it again until it’s mentioned in passing in the next film because we’ve got swashbuckling to do. Normally I’d love watching the buckles getting swashed, but quips and random acts of violence against robots are an awkward follow-up to this moment.

But let’s be honest. Life is cheap in the Star Wars universe despite it being a fantasy about space wizards. It always has been. People are slaughtered right and left from the opening scene of A New Hope straight on through to Return of the Jedi. Good guys and bad guys die by the dozen. With no real emotional repercussions for anyone. Death is essentially a plot devise for characters with the moral complexity of emotionally stunted children. Han, Luke, and Leia murder whoever crosses their paths, but it’s okay because they’re killing bad guys who are visually coded as Nazis so we don’t question it. They’re at war, and the enemy is doing everything possible to wipe them from existence, to the point of blowing up entire planets just as a show of force.

And the one time someone questions the violence, the one time someone feels guilt and pain over what they’ve done to innocent beings, it is shrugged off so the story can keep moving and get to the big set piece finale.

The ending is competent, I guess. Dozens of Jedi running and jumping and sword fighting with hundreds of droids until at the last minute, Yoda arrives with drop ships filled with clones. The Jedi now have a somewhat disposable clone army at their disposal (which raises a whole mess of new moral issues), and the separatists have their army of droids. The clones all wear Stormtrooper armor from the original trilogy, so we know it’s going to end in bitter betrayal; the question is just when and how obvious will it be to everyone but the Jedi?

The toys are literally all in place for the final film in the trilogy.

This film though, while more interesting than Phantom Menace¸ has made me sadder about the world of Star Wars.

It doesn’t seem like fun anymore.

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