Middle parts of trilogies are famously hard. Ironically, this fact largely benefits Attack of the Clones. Freed both from the obligation to try to be the first Star Wars movie in sixteen years and the obligation to portray long-mythologized events in a definitive way, it is allowed to simply reflect George Lucas’s vision in a fairly undiluted way. There are countless snarky sentences that follow well from that, but there’s enough that’s at least interesting in that vision to make Attack of the Clones a compelling experience. To praise with faint damnation, it’s a hot mess instead of merely a bad movie.
Where The Phantom Menace was structured around a single protagonist, Attack of the Clones splits its attention between two plots and protagonists. The first of these is relatively expected: The Phantom Menace fairly explicitly set up a progression from Qui-Gon to Obi-Wan such that, just on the basic sense of structure and the Jedi/padawan relationship, you’d expect the mantle to pass on to him. What’s less straightforwardly set up is the ascension of Anakin to the role of co-protagonist. Obi-Wan, after all, was firmly a supporting character, and given the estrangement in the way Anakin was presented in the first film it was entirely plausible that he would simply move to fill that role, with whatever story surrounded him playing out at a slight remove.
Once again we’re in a position where the practically intended audience (i.e. people buying tickets to a Star Wars movie in 2002) and the nominally intended “unspoiled” audience diverge, in that the actual audience recognizes the prequel trilogy as primarily a story about Anakin. But the difference between the positions isn’t as big as it might appear. After all, The Phantom Menace already trained the audience to maintain a certain degree of distance from protagonists, with Qui-Gon never really becoming an audience identification figure. So it’s entirely possible for Attack of the Clones to structurally elevate Anakin to the role of protagonist even as he remains a figure we warily observe instead of investing in. And indeed, for audience members who know that he’s eventually going to fall to the dark side, this is basically where the situation will naturally default.
Which brings us to Hayden Christensen. Like Jar Jar Binks, he is a near universally despised aspect of the prequels. This is certainly understandable, but the fact is that he does an excellent job of playing Anakin as the script presents him. It’s just that the script does not so much go for the default of audience suspicion towards Anakin as it does unambiguously making it clear that Anakin is an absolutely terrible person. Indeed, for all that it’s easy to see why Natalie Portman has a career and Hayden Christensen does not, in Attack of the Clones it’s largely Christensen who has the more successful time of it, simply because all he’s asked to do is to play an abusive and manipulative jerk who spouts fascist rhetoric and literally “m’ladies” his way through his efforts at getting into Padme’s pants, whereas Natalie Portman is given the flatly impossible job of convincingly falling in love with someone who is self-evidently human garbage.
It is of course not even remotely clear how much of this is intentional. Sometimes a terrible monologue about sand is just a terrible monologue about sand, after all. But it is unquestionably what the sum total of decisions Lucas made about Attack of the Clones ultimately does. The ways in which Anakin is a dangerous fuckup of a Jedi are stressed repeatedly while any actual redemptive moments indicating his potential are absent. Indeed, it’s basically only the fact that Padme falls in love with him that offers any sense whatsoever that he is supposed to be a sympathetic character in the first place.
All of this, of course, is pushed further when the film reaches the massacre of the Tusken Raiders. The appearance of Qui-Gon’s horrified voice and Yoda’s reaction clearly place this as a key turning point for Anakin, and this is clearly not unfair; however awful a person Anakin is, his sense of horror at what he’s done is clearly genuine. Indeed, the “I killed them all” speech is by some margin Anakin’s most interesting scene, with the decision to have him move from this horror to a taunting fury that seems like an attempt to get Padme to punish him being by some margin the most genuinely complex emotional reaction he has.
The scene also ends with one of the film’s most striking musical cues, a sort of anthemic fanfare that… nah, I can’t keep that joke up; it’s the Imperial March, of course. Again, the significance of this to the actual release audience could not be less subtle. More than perhaps any other element of Star Wars it seems ridiculous to imagine a tabula rasa experience of the Imperial March. It is such a straightforward experience - the most definitive “here are the bad guys” musical cue in cinematic history - that it feels impossible to read it as having anything other than mythic import. Certainly here it seems part and parcel of the emphasis on Anakin’s dark turn.
Which makes its other major appearance in the film, over the lengthy shot of the clone army in the film’s penultimate scene, an interesting bit of parallelism, implicitly linking Anakin’s darkness to the film’s other, Obi-Wan-centric plotline despite a lack of any real clarity at this stage what Anakin’s murderous tendencies and the evident Sith conspiracy involving the clone army might have to do with one another.
Well, sort of. The fact that Christopher Lee is playing Darth Maul’s replacement gives the game away a little, not least because of Lucas’s decision to shamelessly nick the casting from Peter Jackson, who was employing Lee as the fairly similar Saruman in the Lord of the Rings films at the same time that Attack of the Clones came out. But even without the intertextual clues the fact that Darth Sidious has taken on a new apprentice who’s explicitly a former Jedi constitutes a fairly big clue about where Anakin’s plot might be heading. But the use of a musical cue to link these threads suggests not just narrative correlation but thematic; a sense that there is something conceptually similar about this eponymous army and Anakin’s moral failings. Indeed, the way the film cuts from the clone army sequence to Anakin and Padme’s wedding, with the Imperial March segueing smoothly into their love theme, makes it clear that there is supposed to be some way in which these things can be taken together to form a coherent portrait of the dark side.
We can come at this in two ways. The first and most obvious is through the film’s own structure, which positions Obi-Wan as a natural point of contrast for Anakin. If Anakin is a demonstration of how not to Jedi, Obi-Wan is presented as a sort of ideal version of the role. If Qui-Gon is read as an ambiguous figure whose heroism is compromised, Obi-Wan and Anakin would seem to split his aspects, with Obi-Wan being the apprentice who has surpassed his master. Simply put, there is an irrepressible joy to Ewan McGregor’s Kenobi - a constant sense that being a Jedi is fun. The way in which his plot swerves slightly into noir is telling, not just because it reinforces the sense of him uncovering something monstrous but because nothing in The Phantom Menace really suggested that noir was a thing Star Wars could be, which makes Obi-Wan blundering into one seem a bit transgressive and cheeky. Similarly, Obi-Wan’s stopping by to chat with Dex is a remarkable moment by dint of the fact that nowhere else in Star Wars is there any sense that Jedi have casual friends like that.
It’s tempting to suggest that Obi-Wan is defined by a love of excitement and adventure, but let’s go ahead and know better than that instead of meticulously picking apart that error. Let’s instead suggest that what’s highlighted about Obi-Wan is a sense of worldliness, a virtue that also fits the details. In particular, hat Jedi detachment wedded to a sense of worldliness would produce a fine grasp of irony makes satisfying sense, giving Obi-Wan’s sense of joy a direction other than “thrillseeker.” And it also positions him coherently with relation to Qui-Gon’s failures. While Attack of the Clones does not go so far as to establish that Obi-Wan would have ended slavery, it is hard to imagine him being as seemingly blind to it as Qui-Gon.
Which brings us to the other way to understand the twin uses of the Imperial March. After all, the lengthy explanation of the clone army to Obi-Wan is primarily concerned with emphasizing the fact that they’re a slave race. (Obi-Wan’s reaction to this is ambiguous - the clone army is after all unambiguously a bad thing, but it’s never really suggested that this is because they’re functionally slaves.) This connects tacitly to Anakin’s history, yes, but it also connects directly to his massacre of the Tusken Raiders, who Anakin presents as savages who are fundamentally subhuman. This, of course, is explicitly evil of Anakin, but the parallelism serves to push the morality over to the clones, deepening the portrait that suggests that the dark side and fascism’s rise are inextricable from the evils of slavery.
There’s only one big thing that complicates this moral picture: the droids. We are, after all, clearly invited to contrast droids and clones, these being the two primary types of shock troops presented in the series. In the case of droids, there’s no good argument to be made that they’re somehow less than human. After all, we’ve got R2-D2 and C-3PO, both of whom are clearly sentient in the same way that the human characters are. And yet for the most part droids are the one of the three dehumanized species that it’s OK to butcher, this being the second film in a row to largely treat them as cannon fodder for action sequences.
Sure, we can create some argument that R2-D2 and C-3PO are special, but there’s little sense of that; nobody expresses any wonderment at C-3PO’s functionality. Indeed, the film stages an elaborate comedy sequence purely to demonstrate the essential interchangeability of C-3PO and the disposable combat droids. And if R2-D2, a character who literally cannot communicate except through oblique beeping, is to be understood as possessing some form of humanity then this can hardly be taken to delegitimize the humanity of clones or combat droids. (Although it’s not entirely clear what we should make of R2-D2 blatantly trying to murder C-3PO only to rethink it later and help reassemble him.)
Nevertheless, as with The Phantom Menace there’s something fundamentally compromised about the moral vision - a fact that extends to using Jar-Jar, a character who’s not exactly far far away from dehumanization himself, as the immediate vehicle for the clone army’s implementation. And, for that matter, to poor Padme, whose plot and role as the only major female character in the entire prequel trilogy leaves her looking unpleasantly like an Eve figure who exists mostly to damn her love interest with forbidden sexuality.
But for all that there’s a certain moral murkiness, there’s a conceptual sharpness to Attack of the Clones that The Phantom Menace lacked. Imagining any coherent reading of the disparate strands of The Phantom Menace required an act of conscious archeology to try to uncover some plausible intention. Attack of the Clones, on the other hand, is clearly intended to do something more or less like what I’ve described here, even if some specific valences shift depending on what meta-structure you prefer for Star Wars.
Beyond that, it’s got a visual coherence that The Phantom Menace and (spoilers) Revenge of the Sith lack. The Yoda/Dooku fight isn’t just a cheeky bit of fanservice to celebrate Yoda not being a puppet anymore, but a solid visual extravaganza in which actual care was taken answering “how would Yoda fight?” The battle between Anakin and Dooku in the dark, with flashes of red and blue illuminating their faces, is arguably the most visually striking lightsaber fight in the series. It’s not all perfect - the conveyer belt sequences are awful - but more often than not the action sequences are crisp, satisfying affairs.
As a result, this is in many ways the film where the prequel trilogy gets to be itself most functionally. It exists at a well-defined midpoint between the darkness that the trilogy’s overall structure requires and Lucas’s desire to portray a fundamentally lighter, sillier setting than the original films. This midpoint has all the flaws of Lucas’s approach to both sides of this, yes, but the point of balance is still interesting on its own merits. All of Attack of the Clones’s flaws at least add to its compelling weirdness, which isn’t something you can say of Episodes I and III. On the whole, if you’re going to do an apologia for a prequel film, this is the one to pick.