Second in a series of six retro reviews.

Before Star Wars Episode II: Attack of the Clones was released, I remember sitting down during free periods in 7th grade and reading the book versions of the original trilogy and Episode I so I could refresh myself on the saga, even though—as one of my friends pointed out—I didn't need to refresh myself on the originals since this was a prequel. Still, I was in love with all things Star Wars, and couldn't get enough of it. They're the movies I would watch if I stayed home sick.

When Episode II was finally released, I saw it and loved it. I remember going with my dad, who had never seen a Star Wars movie before (to this day, he's sadly only seen Episodes II and III), and pointing out references to other movies. "That's because he kills Obi-Wan in Episode IV!" I exclaimed in a crowded theater after Obi-Wan says that Anakin will surely be the death of him. "He's really Palpatine, and he'll be the Emperor!" I whispered when Darth Sidious showed up at the very end. It was a great experience. Later that day, I even remember my dad making a joke about the movie. When I saw that he had sprayed bee spray on an entire nest of bees, he came over to me and said "I... I killed them. Every single one of them."

Nice one, Anakin.

But, like I said in my Episode I review, those days are over. I don't like the prequels anymore; I grew out of them, grew out of films that appeal far more to kids than they do to adults. I've spent a lot of time thinking about the problems with Episode II and how it could have been better, and this review is a result of that. This review won't go over every, or even most details of the film, just the most important ones. I look at it more from a conceptual level, and how it fits into the greater Star Wars Saga as a whole.

The Story

Just like in my review of Episode I, I want to spend time on the central conflict of the story: the growing Separatist crisis. That idea alone, a group of Separatists wanting to leave the Republic, is not a bad one. In fact, depending on how it's written, it's a really good idea, and fits into the saga very well on a thematic level. After all, Star Wars was always about rebels going up against a big government. Episode II flips that conflict and makes the big government the good guys, and the rebels the bad guys.

The problem with the Separatists, as the prequels presented them, is that they're one-dimensional and really boring. We know that they're being manipulated by Darth Sidious, but we don't know what they really want. They have to have a motivation beyond being manipulated, just like how the Trade Federation had a motive in Episode I (space taxes). The most we can gather is that Nute Gunray, the central, non-Sith Separatist character who is inexplicably not in prison, is mad about Naboo and wants to kill Padmé. What about the others, though? Our first introduction to the Separatists is on Geonosis, where Obi-Wan is spying on them. We see the Trade Federation, the Corporate Alliance, the Commerce Guild, and the Techno Union pledge support, but we don't know why they do that. Since those are all corporate names, I suppose we can infer that it’s about business interests, which could have been an interesting story about unchecked corporate power (especially in the wake of a corporation invading Naboo) if done in more detail, but we never actually know.


Why did this garbage can pledge support? I bet it was space taxes again. Thanks Obama.

What if there had been a Separatist movement that had legitimate issues with the Republic, ones we could sympathize with? Maybe, for some planets, the Republic really wasn't all that helpful in keeping them safe or prosperous. Maybe the Republic was even detrimental, plundering their resources and inadvertently hurting their people. Maybe this was going on for a long time, but the desperate cries of these planets were going unanswered. Remember, the Republic doesn't have to be a shining beacon of greatness in this era. We're just a few short years before it becomes the Empire. The Republic should have been less-than-stellar until finally, one day, a voice of rebellion emerges, a charismatic leader who believes that the Republic needs to be replaced by something better.

Bail Organa of Alderaan.

He wouldn't be a Republic senator. He'd be a royal from Alderaan, a planet that no longer believes that the Republic has the best interests of the galaxy at heart. Alderaan is a founding member of the Republic, adding weight to their concerns and their membership in the Separatist movement. At first, we only hear about the Separatists and their cause from the Republic's point of view. The Republic believes they're doing a bad thing, perhaps that they're even evil, and Obi-Wan is sent to infiltrate them and find out everything he can about how horrible they are.

Then he actually infiltrates them, and learns that they’re not evil. He starts to learn that they're right, that the Republic is corrupt and that it is turning into something terrible, especially under Chancellor Palpatine. As Obi-Wan becomes disillusioned, and becomes friends with Separatist leader Organa, Anakin is getting to know Palpatine more, becoming more patriotic in the process. There are heroes on both sides, and we see the points of view of both those who strongly support the Republic (through Anakin) and those who are beginning to see it for what it really is (Obi-Wan and Organa). That sets up the conflict and the end of the relationship between Obi-Wan and Anakin, where Obi-Wan believes that the Separatists truly represent the ideals of the Old Republic and, as a Jedi, he should fight for them; and where Anakin believes in bringing greater order and stability to the galaxy through a powerful central authority. Eventually, Anakin's lust for power would lead to his fall, and I'll discuss that idea more in my Episode III review.

Think about this as well: Princess Leia said that Obi-Wan served her father during the Clone Wars, but she never said what side they served on. In fact, the idea of Obi-Wan being part of the Separatists brings greater weight to his story about how the Empire took over the Republic and led to the dark times. He would've seen it coming and fought to stop it, only to fail and lose his best friend in the process.

The defeated Separatists, as led by Bail Organa, would also then become the (very few) first members of the Rebel Alliance. We start Episode II believing they're villains, before learning that they become the central heroes of the original trilogy. And though Alderaan would eventually pledge loyalty to the Empire, we'd have a pretty good idea why Tarkin decided to destroy it: they are, and always will be, a threat to the central authority, regardless of whether that authority calls itself Republic or Empire.

The Love Story

The main story of the Star Wars Saga is the rise and fall of Anakin Skywalker, and the lynchpin of that story is the love between Anakin and Padmé. It's also a story that doesn't make any sense, because I don't believe that these two are in love. To be fair, the reasons why Anakin would have feelings for Padmé are clear enough; she had a major impression on him when he was a kid, and he idolized her and thought about her for ten years before they finally met again.

The problem comes from Padmé's side. In the beginning of Episode II, she makes it clear that she views him as that little boy from Tatooine (ew). As the film moves forward, Padmé witnesses Anakin whining and complaining... a lot. That's not exactly what a woman finds attractive in a man. She even tells him that he's making her uncomfortable when he gives her his super awkward stalker face in her apartment.

Flash forward to Naboo. They kiss, they have some platonic fun out in the sun, and then, later, Padmé has to hold back her deep feelings for Anakin because she's a Senator and he's a Jedi. Wait, what? What feelings? Where did those feelings come from? She's known him for a few days, established that she views him as a ten year old (seriously, ew), and in that time a number of their scenes together have been temper tantrums with no reason for her to have feelings for him. She spends one transport trip talking about Jedi compassion, and suddenly he's all that?

Flash forward to Tatooine this time. Anakin confesses to being a mass murderer. So Padmé obviously gets the hell away from him... except she doesn't. To be angry is to be human, she says, so it's cool I guess. He slaughtered an entire tribe of sentient beings, but he's just so dreamy!

Now flash forward to Geonosis. Padmé confesses that she truly, deeply loves Anakin. Why? When did that happen? Then when the battle is over, they get married. After a few weeks, tops. After no sensible characterization to get us to this point. Padmé had no reason to fall in love with him, and every reason to get away as fast as possible.


"I truly, deeply love you because reasons."

Even though you can sort of understand why Anakin is in love with Padmé, given that he's thought about her for ten years, there's still a lot left out. There's still too little motivation on his end, considering that he's basically in love with a person he imagined in his head. We see no reason for him to be in love with the real person, who has (presumably, but not really) developed as a character in those ten years. I could believe it's lust more than love.

The love story completely falls apart because of Padmé's motivations (or lack thereof). If that was just a problem for Episode II, I could forgive it—but it's not just Episode II. Anakin's love for Padmé becomes the reason he falls to the dark side in Episode III, and the rise of Darth Vader is completely dependent on it. In my upcoming review of Episode III, I’ll explain why the entire purpose of the prequel trilogy is a failure because of this bad love story.

The Effects

In my Episode I review, I praised that movie's effects. I said I really liked the mix between CGI, practical effects, locations, and sets. Unfortunately, that balance did not carry over into Episode II. Much of the film was shot in front of green screens, with entire sequences created in a computer. The battle on Geonosis, particularly the battlefield itself, is sterile and uninteresting. Your mind knows when it's looking at something fake. It's why someone can watch 1980s effects in the original trilogy and think they're real, but look at Episode II and be unable to connect with the effects at all. When the Battle of Geonosis is between CGI droids and CGI clones, why should I care about any of it? That also hinders an actor's performance, since they're not able to actually see anything, just a big blue or green screen.

Personally, I think that has to do with the fact that the movie was shot digitally, rather than on film. These days, you can shoot a film on digital with lots of CGI and it will look fine, but, in 2002, the quality of large scale CGI hadn't yet caught up with the ultra-high definition look that digital filmmaking provides. The fact that these battles and other large set pieces were fake was more obvious in 2002 than it is in 2014.

The Action

Episode II was too busy. As Rick McCallum said, it's so dense and every shot has so much happening in it—only unlike Mr. McCallum, I don't think that's a compliment. Action isn't supposed to be in your face. Action, such battles, has to have emotion to it. It has to have meaning to it. You can't form a connection to or invest in the action in the prequels, because it's all too fast, too non-stop, and doesn't have time to let tension build. A lot of that has to do with the cinematography; most scenes, regardless of their intent, are filmed in the exact same, boring way, with the camera just moving back and forth between two people or places.

Tension and emotion have to build to a climax. I'm sure you'll hate me for mentioning Star Trek, but take last year's Star Trek Into Darkness (which I enjoyed) and compare it to The Wrath of Khan—they're both Khan movies, so that's an appropriate comparison. In Into Darkness, the action was totally in your face. It didn't build to a crescendo, it was just a big ship pounding a smaller ship over and over until Spock deceived Khan and got the upper hand. That then led to a Transformers-style destruction porn scene.

That's contrasted with Wrath of Khan, and the battle in the Mutara Nebula. It was slow, methodical, and tense. You could feel the intensity even as nothing was happening, and the characters just sat there waiting for the other to strike, because the emotions were heightened. Khan was obsessed and desperate to kill Admiral Kirk. Both ships were blind as a bat. Kirk defeating Khan was going to require his superior command ability mixed with a bit of dumb luck. It was anyone's game until Kirk finally got the upper hand, when he and Spock realized that Khan, for all his genetic superiority, was a mediocre starship commander. Then, finally, Enterprise fired on Khan's ship and it was all over—but even then, that led to the escape from the nebula and the death of Spock. Most importantly, it led Kirk to learning a life lesson: they avoided a no-win scenario, scenarios he didn't believe in, but to do so sometimes requires a personal sacrifice.

We have a tendency these days to think that fast and flashy is better than slower and emotional, but that's not true at all. What matters is the story and the emotion, and what it does for the characters.

I'll use the speeder chase in Episode II as an example, when Anakin and Obi-Wan are chasing the bounty hunter. If that was action done right, it would have had nothing to do with the speeder chase. The speeder chase simply would've been a vehicle (pun completely intended) with which to show the friendship between Anakin and Obi-Wan. It's the perfect opportunity to show them working together, to show them saving each others' lives and having each others' backs. Tension could have been heightened because the bounty hunter was a shapeshifter, but the fact that she was a changeling was not used in any way other than as a gimmick.


"I think he is a she, and I think she's a changeling. But don't worry, it will never matter to the plot at all."

Then during the final battle, after spending half the movie apart, and all of the horrible things Anakin went through on Tatooine, Anakin rushing towards Dooku instead of the two Jedi taking him together could have signaled the beginning of the end of their friendship. It would have visually shown Anakin becoming more aggressive, choosing not to work with Obi-Wan in favor of giving into his anger. After having seen that friendship, we'd then start to see what was lost. Instead, that friendship was crammed into the first 20 minutes of Episode III, doing a disservice to both characters.

That brings me to the duels. My opinion on the Episode I lightsaber duel, as expressed in my previous review, is the same as the Episode II duel: it misses the point, and it's lame. The only difference between the duels in Episodes I and II is that Episode I's was flashier, so it could trick you into thinking it was good. Episode II doesn't have that luxury, which is why even a lot of fans of the prequel think the duels on Geonosis were boring. It was slow, lacking pizzazz.

I actually don't mind the slowness of the duel between Anakin, Obi-Wan, and Dooku. What I mind is its pointlessness. When you look at it in the context of Episode II and the entire saga, there was no reason it needed to be there. If there's no emotional, character-based reason to have a lightsaber duel, then there shouldn't be a lightsaber duel. There shouldn't be a sense that these duels are obligatory, and that they have to be there to end a Star Wars movie. They don't. Take the duel out of Episode II and absolutely nothing changes.

The Yoda

I generally don't throw around the h-word, but I hate that Yoda used a lightsaber. It's one of those moments where it's clearly done to look cool, for fan service, but fundamentally undercuts a pre-established character. It cheapens Yoda's archetype. Yoda, in The Empire Strikes Back and Return of the Jedi, was a mystic and a sage, based in the Buddhist tradition. He was not a warrior the way that Episode II portrayed him as. He even said "wars not make one great." Yoda did not utter a single word about lightsabers in the original films. In fact, he discouraged Luke from taking his weapons into the cave. He made it very clear that the Force was his ally. Even George Lucas knew this at one point. Excerpted from The Making of Return of the Jedi:

Lawrence Kasdan: A Jedi Master is a Jedi, isn't he?
Lucas: Well, [Yoda] is a teacher, not a real Jedi. Understand that?
Kasdan: I understand what you're saying, but I can't believe it; I am in shock.
Lucas: It's true, absolutely true, not that it makes any difference to [Return of the Jedi].
Kasdan: You mean he wouldn't be any good in a fight?
Lucas: Not with Darth Vader he wouldn't.

I'd really be interested in knowing what changed Lucas' mind. There was a time when he had a distinction between Jedi Knight and Jedi Master. They were not ranks. Jedi didn't get promoted from Knight to Master like in current canon. Jedi Knights were the guardians of peace and justice who protected the Old Republic, and Jedi Masters were the ones who trained them. A Jedi Knight may use a lightsaber, but Yoda wouldn't. His archetype makes that clear.

Anytime you add a character to a scene, regardless of the character and regardless of the scene, you have to consider what that scene is going to do for the character. How does it move them forward as a character, and how does it define that character and help you understand and learn about them? So let me pose this, as an alternate suggestion for what could have happened: what strengthens Yoda's character more, having a CGI frog bouncing off the walls or having Dooku flee at the mere sight of the Jedi Master? After all, the duel itself accomplished nothing and meant nothing, so it didn't need to be there. Having Dooku flee when Yoda arrives could have shown two things: Yoda is so powerful that a Sith Lord fears him, and the arrogant Dooku has fears and weaknesses. That preserves Yoda's archetype, while making Dooku a bit more interesting and vulnerable.


"Wars not make one great. Now watch this backflip."

The overuse of lightsabers in general is a problem in the prequels. We went from "For my ally is the Force" in Empire to "This weapon is your life" in Episode II. That could have been a plot point, something for the characters to learn from, but it wasn't. We could have had Obi-Wan believing that, because he beat Darth Maul in lightsaber combat, lightsabers are very important. Then, he would defeated by the saber-wielding Dooku and watch as Yoda scares the Sith Lord away without even so much as a hint of a lightsaber, showing him where true power comes from. Instead, we're left with two trilogies that conflict on a very important philosophical aspect.

Ultimately, it's changes in thinking like this that show the true problem of the prequels. It's not the bad dialogue, it's not the contrived plots, it's not Jar Jar Binks, or anything else like that. If that's all it was, the prequels could be easily ignored, but it's more than that. A good prequel should bring depth and greater understanding to pre-established ideas and characters, but the Star Wars prequels change things that were previously understood to be fundamental aspects of the story. The prequels change Yoda from a mystic sage to a warrior. The Jedi go from being warrior monks to a bureaucratic organization. The prequels say you have to have a certain amount of midi-chlorians to use the Force, instead of what Lucas used to say about how anyone can use the Force. Excerpted from The Making of Return of the Jedi:

Kasdan: The Force was available to anyone who could hook into it?
Lucas: Yes, everybody can do it.
Kasdan: Not just the Jedi?
Lucas: It's just the Jedi who take the time to do it.
Richard Marquand: They use it as a technique.
Lucas: Like yoga. If you want to take the time to do it, you can do it; but the ones that really want to do it are the ones who are into that kind of thing. Also like karate.

It's changes like this, where being a Jedi went from ones' level of spirituality to being an übermensch, that make us continue discussing the prequels, because Lucas has told us that what we previously knew to be true is now wrong. It no longer fits his vision and his ideas, a vision and ideas he once espoused and put on camera as the original films.

The Music

But enough about the negative! Let's go into the positive, which is the music of John Williams. Most of it isn't anything particularly remarkable, and I generally don't remember it like I do for the music of the original films and Episode I, but "Across the Stars" is amazing. Of all the prequel themes, this one is undoubtedly my favorite. I may not like the love story itself, but "Across the Stars" is a sweeping, romantic throwback to a bygone era of Hollywood romance—much like the poster for the film itself.

"Across the Stars" has a slow build up before finally unleashing the main part of the track. That epic sequence is then tempered by the next part of the track, which echoes the Separatist crisis and the beginnings of the Clone Wars, using similar themes to the Separatist scores. That breaks into a more quiet version of the love theme, before once again using its central musical score. It follows a similar pattern to the love story itself, including its ending which begins to foreshadow the end of their relationship.

Our Judgment

But even John Williams' magic isn't enough to save this movie. To be blunt, Episode II is bad. There are very few redeeming moments in it. The story is contrived and convoluted, with characters whose motivations are either unclear or nonexistent. It's a decline in quality from Episode I, which wasn't that great to begin with. Like Episode I, I can see why people would enjoy this movie, but I'm not one of them. I wish I was, because this could have been a great movie. It's a huge missed opportunity.

Score: 3/10

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