Countdown to The Force Awakens: The Pros & Cons of Attack of the Clones


This is it. This is the Star Wars episode that is truly at the epicenter of the prequel hatred. Anyone who tells you The Phantom Menace is worse than Attack of the Clones is lying. As annoying as Jar Jar is, as underwhelming as Jake Lloyd is, Attack of the Clones is easily the most infuriating of the Star Wars prequels by far. We’ll get to the nitty-gritty (“I don’t like sand”), but the reason I hate this chapter most of all is because of the CG. While Episode I and III have plenty of CG, it’s Episode II that most looks like a two hour video game cut scene. Aside from that, it almost ruins some of the greatest Star Wars characters ever created.

Even in this shit storm, I was still able to find some positives. Brace yourselves – it’s the pros and cons of Star Wars: Episode II – Attack of the Clones!


The Characters – Pros:

Obi-Wan Kenobi: God bless Ewan McGregor. He still carries the entire movie on his shoulders. Anytime he’s on screen, there’s life.

Palpatine: He’s not in it much, but his one scene with Anakin has more chemistry than all of Anakin’s scenes with Padme combined.

The Characters – Cons:

Anakin Skywalker: This is another case of Anakin being fine on paper, but the result is a hackneyed mess. We’re told he’s arrogant and reckless, but the execution is poor. We’re told he’s frustrated with Obi-Wan, but he comes off as whiney and pathetic. Then there’s the whole love story between him and Padme, but we’ll get to that later. It’s also another case of bad acting, but again, I blame George Lucas. I don’t think Hayden Christenson is a complete train wreck, but it’s certainly not a good performance.

Padme: Once again, this character has no personality. George Lucas doesn’t care. Natalie Portman doesn’t care. So why should I care?


R2-D2/C3-PO: While I enjoyed R2 in the last film, both these characters serve no purpose here. The film makes a mockery out of these once lovable droids, but we’ll get to that later.

Count Dooku: I appreciate Christopher Lee’s performance, but this villain is fairly predictable, and nothing more but a walking plot device. His scene with Obi-Wan while he’s captured is pretty good though, as we at least get some good reveals.

Jango Fett/Boba Fett: You want to talk about forcing a popular character into a story? This is it. Everything involving the Fetts in this movie sucks. First of all, Jango Fett is a nothing character. He looks like Boba Fett. That’s it. Whooptie-doo. The idea of him being used to create the clone army is so unbelievably contrived. While I can forgive Jango as a throw away villain, it’s Boba Fett who really grinds my jet pack.

While the prequels have done some reprehensible things (midi-chlorians), they still haven’t dampened my love for the original trilogy. Boba Fett on the other hand was completely ruined for me because of this movie. What made Boba Fett so cool in The Empire Strikes Back was you knew nothing about him. He was a total bad ass who talked back to Vader, and that’s it. But Episode II had to ruin everything by laying out his whole lame clichéd tragic back story. It also doesn’t help that Daniel Logan is actually worse than Jake Lloyd. Not only that, but George Lucas rubs your face in the mud again when he replaces Boba Fett’s voice with Temuera Morrison in the re-cuts. It’s almost like George is deliberately trying to piss me off. It’s taken years, but I’m just now starting to get over the whole Fett catastrophe, but I still can’t look at Boba the same way. It’s the biggest reason why a solo film serves no interest for me. The mystique has been gutted, and that was the essence of the entire character.

The Action Scenes – Pros

The Opening Chase: I’m surprised at myself for putting this on here because it’s one of the most digitized scenes in the film, but you can’t help but admire it on some level. I’m not a fan of Coruscant, but there are hints of Blade Runner here, even if it does look like a lame version of Final Fantasy VII. Bottom-line: it’s a very entertaining scene, and I have to give credit where credit is due.

The Final Clone Battle: I’m not in love with the end battle on Geonosis, but it was cool to see the Jedi go bonkers. I also like the lightsaber duel between Dooku and Anakin. The lighting and music was very nice. Seeing the early Death Star plans was also a treat. What I don’t like are the barrage of Threepio puns. Embarrassing.

The Action Scenes – Cons

The Asteroid Chase: The seismic charges are cool, but that’s it. I hate this sequence for one simple reason: the shot of the missile chasing Obi-Wan. It looks so computerey, it makes me want to puke. Compare that to the asteroid chase in The Empire Strikes Back from 1980, which still looks incredible to this day.

Yoda Fights: I have no problem with Yoda busting out the lightsaber. They even go out of their way to have Dooku say “It is obvious that this contest cannot be decided by our knowledge of the force. But by our skills with a lightsaber.” My problem is two fold. One, the first and only time we see Yoda fight should have been against the Emperor. That’s it. Not against some lame villain like Count Dooku. Second, if you really watch this scene, Lucas tries to blind us all with the crazy jumping, but there are moments in the fight where Yoda literally stops and holds the lightsaber still! That’s just sloppy.

The Droid Factory: This is quite possibly the worst scene in all of Star Wars. It’s very hard for me to put into context how much I detest this sequence, but I’m going to try. This scene is a video game. That’s all there is to it. You have Anakin avoiding the Mario Brother Thwomps. You got Padme falling into giant Donkey Kong Country pots. There’s an obvious digital Jango Fett that flies in at the end. But on top of all that, it almost ruins two of the most beloved movie characters of all time: R2-D2 & C3-PO. When R2 flies, it hurts. It really, really hurts. As sad as that is to watch, nothing, and I mean NOTHING can compare you for what they do to poor C3-PO. It’s just a barrage of bad comedy. He loses his head, then his body gets a battle droid head melded to it. And let us not forget all the horrible dialogue. The puns! It makes you hate this character. The entire sequence is a mockery of Star Wars, and is the equivalent to what Joel Schumacher did to Batman in Batman & Robin. It’s nothing but a cavalcade of crap, and is the worst thing Star Wars has ever done.


The Story Beats – Pros

Creation of the Clone Army: Even though the idea of a clone army is kind of lame, we’ve been bracing for it ever since Star Wars first came out. Right then and there, Obi-Wan talked about the Clone Wars. It was cool to see almost Storm Troopers, and they created some nice intrigue with a mysterious Jedi (who was thought to be killed) placing a random order for a massive army without anyone knowing. We know this was probably Palpatine, which highlights more of the genius that is the Emperor, the ultimate mastermind.

Anakin Slaughters the Tusken Raiders: As much as I detest Episode II, this is the one scene I can hold up high as legitimately great. For whatever reason, the stars aligned for this sequence. It was emotionally wrenching, the music is incredible and it’s the one time where Hayden Christenson truly acts. We finally felt like we were watching a young Darth Vader. I also love hearing Qui-Gon’s voice as Yoda meditates, which is a great foreshadow for what we learn in Episode III. Attack of the Clones did a lot of things wrong, but this was not one of them.

The Story Beats – Cons

The Love Story Between Anakin and Padme: Yup. Save the best for last. When you talk about The Phantom Menace, Jar Jar Binks is the immediate target. Same goes here for Attack of the Clones. Again, what else can I possibly add to this atrocity? Not only do these people have zero chemistry, but it truly is some of the worst dialogue I’ve ever heard in a motion picture. We all know it. You’ve all heard it. But here are some examples just in case you forgot:

Anakin: From the moment I met you, all those years ago, not a day has gone by when I haven’t thought of you. And now that I’m with you again, I’m in agony. The closer I get to you, the worse it gets. The thought of not being with you – I can’t breath. I’m haunted by the kiss that you should never have given me. My heart is beating, hoping that kiss will not become a scar. You are in my very soul, tormenting me. What can I do? I will do anything you ask.

Terrible. Here’s my personal favorite though…

This writing would be rejected on the worst episode of Dawson’s Creek. It may pass for a soap opera. Maybe. Awful. Lazy. Cliché as hell. Everyone who read this script must have known how putrid the dialogue was. If you presented that in a Screenwriting class, you’d be ripped to shreds for a half hour. But because George Lucas surrounded himself with a bunch of yes men, it happened. Aside from all that though, it’s really difficult to watch the man who becomes Darth Vader, one of the greatest, and arguably most iconic characters in the history of cinema, frolic around in a garden.

The idea of Anakin pursuing a forbidden love, and even his justification for why love is essential to a Jedi’s life has potential on paper, and could certainly add depth to this character. At the end of the day though, it’s the worst execution of a story beat in the history of the world.

Closing Thoughts

Attack of the Clones is by far the worst Star Wars movie in existence (the animated movie doesn’t count). It’s entertaining, and you can’t help but be dazzled by some of the action, but it makes such monumental blunders. The look of the film represents the worst of what CG is, and the romantic plot is a black eye that the saga will never live down.
Daniel Cohen is the Film Editor for Pop-Break. Aside from reviews, Daniel does a weekly box office predictions column, and also contributes monthly Top Tens and Op-Ed’s on all things film. Daniel is a graduate of Bates College with a degree in English, and also studied Screenwriting at UCLA. He can also be read on His movie crush is Jessica Rabbit. Follow him on Twitter @dcohenwriter.

Daniel Cohen is the hard-boiled Film Editor for the Pop Break. Besides reviews, Daniel writes box office predictions, Gotham reviews and Oscar coverage. He can also be found on the Breakcast. If Daniel was sprayed by Scarecrow’s fear toxin, it would be watching Transformers: Revenge of the Fallen on a non-stop loop.