Before the new Disney Star Wars films muddied the waters by adding more movies to obsess over, fans of the series debated the merits of the prequels.

I love the prequels. I understand why some people hate them, but I have very few issues with them. In general, most people, even those that hated them, agreed that each film was better than the last. Over the years, however, The Phantom Menace has been (rightfully) re-evaluated, and now many people consider Attack of the Clones to be the worst of the prequels and even the worst of all the saga films. (Just Google “Star Wars movies ranked” and you’ll find plenty of lists that have Clones beneath Menace.)

I’m not out to rank the Star Wars films. I hate lists, which is unfortunate for a film journalist in this age of clickbait listicles. So I’m not going to argue that Clones is the best or worst Star Wars movie; I’m just going to point out the many reasons why this movie spoke to me when it was released and why I still love it to this day.

You don’t frolic in a meadow with a “friend.”

I was 17 when this film was released and had a debilitating crush on a female friend of mine. I should have realized it was never going to happen with this girl, but 17-year-old me lived off of hope. I was in the friend zone, but she did just enough to keep me thinking, “Maybe one day …” This culminated in a make-out session one night after a party that essentially ended it all because she claimed to not remember it. (She later admitted she did remember it but didn’t want to hurt my feelings by telling me it was a mistake on her part.) I was devastated. To finally have this moment with her was the ultimate high followed immediately by the ultimate low of it being “forgotten.” 

It was with this mindset that I watched Attack of the Clones three times in the theater. The relationship between Padmé and Anakin gave me something to connect to on an emotional level. This is laughable to most people, I’m sure, since their scenes (and dialogue) are among the most mocked moments in the entire saga. But their moments, even with the cringeworthy dialogue, elicit the strongest emotional reaction in the entire series for me. 

My age had a lot to do with it, I’m sure, but I imagine anyone who’s had unrequited love can find something to identify with in the film. It was easy for me because I was going through it at the time I watched the movie. For others, you may have to imagine what it was like back when you were a teenager in love. That’s how I have to watch it now, and I still find it very effective. 

The teenager aspect has always been my main defense of this film and of Hayden Christensen’s performance as a whole. To be clear, I don’t think Christensen gives a flat-out good performance. His line delivery makes you wonder at times whether English is his first language. But I’ve always found his most desperate and angry moments to be effective.

I honestly get chills when he recounts his slaughter of the Sand People to Padmé. And I am completely with him when he confronts her after their ridiculously romantic dinner and says, “I’m haunted by the kiss that you should never have given me.” Yes, a lot of their “romantic” talks end up sounding more like debates at a model U.N. (“I thought that we had decided not to fall in love,” “If you follow your thoughts through to conclusion, it will take us to a place we cannot go,” and “You’re asking me to be rational” come to mind.)

In defense of the script, why would either of these characters be able to talk about love any other way? She’s a former queen and now a senator who never really had a real childhood; even the story she tells about her first love took place at a “Legislative Youth Program.” And he’s a celibate warrior monk. I think their conversations are kind of normal when you consider the circumstances. 

The moments of political jargon are overshadowed by moments of real emotion, like when Anakin says, “If you are suffering as much as me, please tell me.” Christensen’s delivery of that line is perfect, and you can see the torment he is going through on his face. The look Anakin gives right after their first kiss is great, as well. It is pure befuddlement, and why wouldn’t it be? Padmé definitely sends some mixed signals while Anakin is clearly in love with her. 

Padmé tells Anakin to come back to the “real world” when he confronts her with his feelings, but she’s the reason they left the “real world” in the first place. The trip to Naboo is a mistake — one that’s on the Jedi Council, a group of known idiots that rarely makes the correct decision — but it’s taken to the romantic extreme when Padmé decides where they should stay on Naboo. 

She puts Anakin down in front of everyone calling him a “Padawan learner” and pointing out that he should use her expertise in the case of her security. This leads them to the romantic countryside getaway. Would Anakin have chosen this location? Absolutely not. She was setting up their relationship from the get-go, whether it was intentional or not.

What is intentional is having a picnic and frolicking in a meadow. That is not something you do with a “friend,” much less your security guard. And then there’s the candlelit dinner followed by a fireside chat? Are you kidding me? Then she saunters around in her nightgown the next morning and Anakin says (somehow with a straight face) that her presence is “soothing”? Come on, man: You’re losing your fucking mind in that moment, and it has nothing to do with the visions of your mother’s suffering. If not for her admission of love near the end of the movie, I would hate Padmé. 

This is why I love this movie. Just writing about their relationship brings up some real anger from my past. Despite the cheesiness and dialogue, I have a truly emotional reaction to this film. Perhaps this is only because of the circumstances in which I first watched Attack of the Clones, but I don’t believe I’m alone in feeling this way about the movie or about this particular element. People can dismiss this film entirely or just trash the handling of the romantic elements. But for me, this is the most effective element in the Star Wars saga.

Sand does suck

I can’t argue that Anakin’s sand speech is great dialogue, but I will argue that it deserves more than simple mockery. First off, sand does suck. He’s 100% right about sand. Just go to the beach. You’ll see. 

Also, Anakin’s disdain for sand is telling of his past and future. He is from a desert planet, where he was born into slavery. He’s talking about hating what he and his mother went through. Speaking of his mother, his hatred of sand is also foreshadowing her fate at the hands of the Sand People. 

Lastly, maybe Anakin sucks at romantic dialogue because of his aforementioned membership in the warrior monk cult. Why would he be good at talking to girls? Not to mention he’s a teenager, and an awkward one at that. 

Are you not entertained?

I may have focused primarily on the love story with this article, but Attack of the Clones is still an action movie at its core, and it delivers in that department. I was blown away by the lightsaber duels in The Phantom Menace. We finally got to see what a Jedi and a Sith at the height of their powers could do with the iconic weapon. Attack of the Clones had to amp this up even more, and in many ways, it did. 

Nothing here tops the Darth Maul duel for me, but there are still multiple moments that I love, especially at the end. The ending is an onslaught of action, but there are a few good moments leading up to that. 

The speeder chase after the assassination attempt in the beginning is great. I especially like both Obi-Wan and Anakin’s boldness. Obi-Wan immediately jumps through the window to follow the droid, and Anakin does a crazy free-fall to land on the assassin’s ship in the middle of the unfathomably complex Coruscant traffic. These moments were new examples of how badass a Jedi could be. 

The action does slow to a crawl in the middle part of the film, but Obi-Wan’s fight with, and subsequent chase of, Jango Fett is a nice change of pace for the series. The fight is unique in that Obi-Wan’s lightsaber is taken out of the equation early, so it becomes a rare hand-to-hand Star Wars fight, which is a welcome change. And the chase afterwards is even stranger for a Star Wars film, as the first portion of it has no musical score. For a series so defined by music to go silent for an action sequence is pretty bold, and it works fantastically because of the great sound design of the seismic charges Jango uses.

Anakin’s search for his mother is a bit of a departure as well. It’s not exactly filled with action, but it is still an interesting sequence, mainly because of its literal and figurative darkness. There’s an ominous beauty in Anakin’s search as we see Tatooine at dusk and, eventually, night and dawn. It can easily be seen as Anakin’s true entrance to the Dark Side. He begins his slaughter as the sun comes up, the dawn of his downfall. Once again, the lightsaber work here is minimal, with most of the “action” happening offscreen (because I assume showing the slaughter of women and children, even if they are Sand People, might warrant an R-rating). 

The attempted execution of Padmé, Anakin and Obi-Wan in the colosseum is also lightsaber-free. The sequence isn’t a showstopper or anything, but the creature design and all the characters working without weapons makes for a refreshing scene. Attack of the Clones doesn’t get enough credit for its attempt to diversify the action in Star Wars so the series didn’t end up being one lightsaber battle after another (plus, it allowed them to save all the amazing choreography for Revenge of the Sith). It also makes the arrival of the Jedi at the end that much more awesome.

In a movie with a lot of action that I love, my favorite moment will always be seeing a full charge of Jedi in battle. This is what I always wanted to see when I watched the original trilogy and wondered what the Star Wars world was like when there was an entire temple of Jedi. The ensuing war that begins and Yoda’s sequence is still great, but the Jedi rescue is what I always wanted from this trilogy, action-wise. Not to mention Samuel L. Jackson finally gets his badass moment when he decapitates Jango Fett and scowls at the corpse. 

I remember watching the sequence for the first time in sincere awe. It was the perfect setup for the even more action-packed conclusion to the trilogy. I think most people, even the haters, agree that if the prequels did anything right, it was action. It’s not a coincidence that as the movies became more action-packed, they were also more critically approved. I’m guilty of it as well. As much as I relate to Anakin’s romantic plight, I’ll still take that moment in Sith when he and Obi-Wan twirl their lightsabers for a full 10 seconds before clashing any day of the week over Anakin’s befuddled post-kiss face.

There are at least three movies’ worth of backstory

One other aspect of Attack of the Clones that continues to interest me is the overall mysteriousness of it. So much happened in the 10 years since Menace, and a lot of it is never addressed again in the movies. 

The Master Sifo-Dyas stuff confused me at first, and still does at times. I kept expecting him to show up, or to have been a character I forgot from Phantom Menace, or end up being Dooku or something. But it just turns out that he commissioned a clone army, and Palpatine had him killed so he could control it. To find out more to this story, you have to read some comics and watch a few episodes of The Clone Wars, which I did. (Keep in mind that I am not very knowledgeable of Expanded Universe stuff, and a lot of this stuff is now no longer canon. In other words, I might have some of this completely wrong, but this is what I found out from Google searches and Clone Wars episodes.)

It turns out that Sifo-Dyas had a disagreement with the Jedi Council about how war was unavoidable, so he took it upon himself to get a clone army made and he found funding from Darth Plagueis, aka Palpatine’s master. Once the army was commissioned, Palpatine, who killed Plagueis just before being named Supreme Chancellor, had his new apprentice, Dooku, kill Sifo-Dyas. 

Speaking of Sifo-Dyas’s death, in a comic (I could only find screenshots of it online) it is revealed that Dooku kept and preserved Sifo-Dyas’s body, and he used Sifo-Dyas’s blood to create the cyborg General Grievous. Why was this not made canon or put into The Clone Wars at least? This would explain why Grievous has a slight connection to the Force, not to mention explaining where the hell he came from in general.

Count Dooku has always been confusing to me, too. As with all Sith, you can’t be sure of anything he says or does, but his talk with Obi-Wan on Geonosis is strange. He makes it sound as if he has infiltrated the Sith to avenge Qui-Gon’s death since the Jedi Council seemed oblivious to the Sith threat. So was he just hoping Obi-Wan would go along with his plan, and when Obi-Wan refused, he just said, “Screw it, I guess I’m really evil?” There is an audiobook about Dooku. I guess I need to listen to it. Being a Star Wars fan is exhausting. Every time I Google something, I come across a new book I have to read to get the full story.

I can obviously live with all these unanswered questions that seem to be there just to sell books and whatnot, but one part of Palpatine’s plan definitely should have been actually presented in the movie: He had the Sand People kidnap Anakin’s mother and torture her so that her pain would lure Anakin there and lead him further towards the dark side. That’s some truly evil-genius shit that went completely over my head when watching this movie. But that’s par for the course with the prequels, since there’s also info out there about how Palpatine or Plagueis actually had Anakin conceived in the first place. I need to stop now, especially since I added five books to my reading list from writing this section alone.

Random Thoughts

I’ve always thought Yoda saying “Seeing you alive brings warm feelings to my heart” was odd.

Palpatine addressing Organa then Amidala is so strange. He cuts off Amidala, but only to respond to Organa. Then he acknowledges Amidala as if had just cut her off. My description can’t do it justice. Watch that scene again and you’ll see what I’m talking about. 

Only Obi-Wan can pull off a mullet like that.

Obi-Wan’s face when Anakin says, “Why?” is great. If looks could backhand a bitchy teen Jedi …

I remember thinking “Holy shit!” when Obi-Wan jumped out the window after Amidala’s assassination attempt. I still think that whole chase sequence is awesome. 

Coruscant traffic looks like a nightmare. How does it work, exactly?

I want some death sticks.

I dig Obi-Wan’s general dickishness towards Anakin throughout this movie.

People like to hate on Anakin as a character in this movie, but he’s just acting like a teenager, which is to say he’s awkward, creepy at times, whiny, rebellious, a dabbler in fascism, and, most importantly, annoying. His line reading is still awful at times, but a lot of the hate I think is towards the character more than the performance. Hell, even Obi-Wan seems to pretty much hate him the entire movie. I think we’re supposed to hate him a little bit.

I know the extra CG annoys a lot of people, but the robots replacing the window in Padmé’s room is a nice touch.

The whole “Obi-Wan is on a detective mission the whole movie” is a nice change of pace for the series, although it takes him far too long to figure things out. 

The librarian, Jocasta Nu, really got on my nerves. You see her die in the the Revenge of the Sith videogame; it’s great.

The scene with the Younglings always annoyed me a bit. Did Obi-Wan really need a little kid to tell him a planet was erased from the archives when he already knew the exact location and knew that gravity was still pulling stars to the location?

Let’s send the two good-looking, horny young people on a romantic countryside vacation together. Good call, Jedi Council. No wonder you don’t notice the Sith when they are right in front of you.

Seriously, though, the ineptitude of the Jedi Council in the prequels makes a good case for the Emperor. I sometimes think Anakin made the right decision … but then I remember he did kill a room full of children.

The walk-and-talk scene on Naboo changing location mid-conversation is a trope in films that annoys me, but apparently in this case it is an homage to Lawrence of Arabia, if IMDb trivia is to be believed. I still don’t like it.

“Oh, Anakin’s not a Jedi yet. He’s still a Padawan learner.” Haha, I love that people keep reminding Anakin that he’s a Padawan throughout the film. No wonder he eventually snaps.

The more I think about Jango’s desire to raise his clone as his son, the more disturbing I find it. I have kids, and at times it delights me when I see shades of myself in them. But I don’t want a carbon copy of myself. That would just be strange. Why does Jango want this? “Hey, little me, I’m going to make you so good at bounty hunting. It’s going to be great!” 

“I wish that I could just wish away my feelings.” Ugh. This is the one line I cannot defend. How did this make it to the final draft? Just have him say, “I can’t wish away my feelings” or something. This line annoys me as much as rhyming a word with itself.

Aside from a few all-CG characters that have aged poorly, this movie looks great. There are plenty of amazing images, even if they are largely computer-generated.

So what were the Tusken Raiders doing with Shmi for a month? I don’t like how she was tied up in that tent. 

The moment Anakin loses it and starts to slaughter the Raiders still gives me chills, especially with the added use of Liam Neeson’s voiceover as the scene transitions to Yoda.

This is the first time I noticed that C-3P0 has a line that is a variation of what he says in A New Hope. “It seems that he is carrying a message from an Obi-Wan Kenobi. Master Anakin, does that name mean anything to you?”

I wish there was a scene in which Anakin took back C-3P0 from Lars. “Hey, so now that I’ve brought back my mom’s corpse, I’m outta here. And I’m taking back my droid. You’re not my real dad!”

“Obi-Wan’s going to kill me.” Almost.

Anakin: “Then we decided to come and rescue you.”

Obi-Wan, looking at his hands in shackles: “Good job.”

“This party’s over.”

You can see the shadow of Jango’s head fly beyond the helmet. This is why Jango’s severed head does not fall out of the helmet when Boba holds it up later.

One thing they started doing with this movie was zooming in during effects scenes, like during the battle after the arena escape. It does wonders for the effects and makes the almost completely computer-created battle feel surprisingly real.

I like Christopher Lee, but it was a bit of a letdown going from Darth Maul to one of the old wizards from The Lord of the Rings.

“We’ll take him together.” “No, I’m taking him now!” Fuckin’ Anakin…

That said, the psychedelic lightsaber duel at the end has grown on me over the years.

Yoda breaking out the lightsaber was such a big moment the first time I saw this. It’s hard not to laugh at him hopping around and whatnot, but I still like the scene, especially how he goes back to barely walking afterward.