Episode II takes place ten years after the invasion of Naboo, and Padme has taken on the role of Senator for the planet now that Palpatine has been elected as Supreme Chancellor of the Republic. There is still unrest in the galaxy, as the former Jedi, Count Dooku, disillusioned with the Republic has begun to draw many star systems into his cause, seceding from the Republic and forming the Confederacy of Independent Systems. The unrest has caused several senators to back a Military Creation Bill, which Senator Amidala fiercely opposes. She forms part of the leadership of the Loyalist Committee, with other like-minded senators such as Bail Organa of Alderaan.
When Senator Amidala arrives on Coruscant for another vote on the Bill, her ship is attacked and her decoy Corde is killed. Amidala is convinced that Count Dooku is responsible, putting her somewhat in opposition to the Jedi Council. However, at the Chancellor’s request, she is assigned Obi-Wan Kenobi and his padawan, Anakin Skywalker, as protection. That night, another attack is made on the Senator by the bounty hunter Zam Wesell, who is pursued by Anakin and Obi-Wan through the skylanes of Coruscant, but she is herself killed before she can tell them anything, by a mysterious figure in a jetpack. When the Jedi analysis droids fail to identify the weapon, Obi-Wan takes the toxic dart that was used to hill her to his old friend Dexter Jettster to identify while Anakin and Padme prepare to leave the capitol world.
Discovering that the dart is from the planet Kamino, Obi-Wan attempts to find it in the Jedi Archives but all mention of the world has been erased. Obi-Wan heads to the co-ordinates regardless, and discovers the world right where it should be. On landing, he discovers that the Kaminoan cloners are expecting him – indeed, that his presence is overdue. Obi-Wan learns that the Kaminoans have created a clone army on the orders of Jedi Master Sifo-Dyas, using the bounty hunter Jango Fett as a template. Fett, who claims to have never met Sifo-Dyas, tells Obi-Wan that he was recruited by a man named Tyranus. In payment for his service, Jango has asked for an unaltered clone of himself, who he has named Boba. He informs Yoda and Mace Windu of developments, and they ask Obi-Wan to bring Fett to the Temple for questioning. After a brief fight, Fett manages to escape from Kamino, but Obi-Wan is able to place a tracker on his vessel.
On Naboo, Anakin and Padme grow close, Anakin confiding in her that he is in love with her, and has been since they met. Padme refuses to allow her personal feelings get in the way of her duty to the Republic, however. When Anakin has a prophetic dream of his mother in pain, the two leave Naboo for Tatooine. However, Anakin discovers that Watto had sold Shmi Skywalker to a moisture farmer named Cliegg Lars, who freed and married her. They travel to the Lars homestead, where Cliegg informs them that a party of Tusken Raiders kidnapped Shmi a month ago, and they have been unable to rescue her. Anakin heads off alone into the Jundland Wastes and locates his mother, who is barely conscious – she just manages to have an emotional reunion with her son before dying. Enraged, Anakin slaughters the entire camp and returns to the Lars homestead to bury Shmi.
Obi-Wan tracks Jango Fett to the droid foundries of Geonosis, where he learns that Count Dooku is formalising treaties with a number of big businesses, including the Trade Federation. The Viceroy, Nute Gunray, has requested Senator Amidala’s death as a condition of pledging his support to Dooku’s Confederacy. Obi-Wan records a hasty message to Anakin, as he can’t reach Coruscant, before he is taken captive by the Geonosians. Dooku attempts to sway Obi-Wan to his cause, and tells him that he has learnt that the Senate is under the control of a Sith Lord named Darth Sidious. Obi-Wan refuses to believe him.
Anakin receives the message and re-transmits it to the Jedi Council before he and Padme head to Geonosis with the droids R2-D2 and C-3PO in tow. However, they are also captured. As they are being led to their deaths, Padme tells Anakin that she loves him, too. They are led into an arena and chained, alongside Obi-Wan, to stone pillars before three huge creatures are released with them while Dooku, Fett and Nute Gunray look on. Anakin is able to take control of the Reek through the Force, and uses it to rescue Padme, the Reek killing the Nexu that was attacking the Senator. At that point, Mace Windu appears in the box behind Dooku, and around two-hundred Jedi ignite their lightsabers around the arena. Dooku unleashes his battle droids and a huge battle ensues.
Jedi and droids are destroyed in droves, but when Dooku offers Mace terms of surrender, Yoda arrives with the clone army to evacuate the Jedi. Battle is taken to the Separatists then, and Obi-Wan orders the clone troopers with him to pursue a fleeing Count Dooku, whereupon he and Anakin attempt to defeat him. However, it soon transpires that they are no match for Dooku, who is one of the Jedi Order’s most revered swordmasters. He manages to defeat both of them, whereupon Yoda arrives in the hangar and confidently overpowers his former padawan learner. Dooku is only able to escape by bringing the ceiling down on the unconscious forms of Anakin and Obi-Wan, distracting Yoda.
On Coruscant, the Jedi mourn for the outbreak of the war, and a bitter Bail Organa watches on as thousands of clone troopers muster for war. Dooku rejoins his master, Darth Sidious, and brings him the plans for a mobile battle station. On Naboo, in a secret ceremony, Anakin and Padme are married.
Attack of the Clones is one of those films where I don’t know where to begin with it. On the surface, there are so many problems that I can’t seem to get past them and find myself cringing at the dialogue, particularly the “romance” bits between Anakin and Padme. It seems quite unbelievable, and while it is make-believe, I find it really hard to understand how Padme would fall for him, when their interactions that we see are primarily him whining and her giving non-committal “uh-huh” responses. It’s the sort of thing that has led to numerous fan theories that suggest Palpatine is behind their romance, adding another layer to the corruption of Anakin. The actual acting does also feel quite wooden at times, though I think that’s a combination of the dialogue and direction. I think Lucas himself has addressed some of the issues with this, where he explained that 80% of the story of Anakin’s fall takes place in Episode III, but the other two movies only have about 20% in total, and were necessarily padded-out. However, there seems to be so much effort made to show how Anakin’s behaviour foreshadows his turn into Vader, we forget that actually, Anakin should have been a great Jedi hero – the “good friend” that Obi-Wan remembers when he is telling Luke all about his father. Indeed, we get pretty much one scene with Anakin and Obi-Wan acting like they’re actually friends, then the rest of it is the two of them bickering, presumably because Anakin needs to be shown to be flawed? The end result, though, is a forced romance and generally an uninspiring hero, who spends most of the film away from the action anyway.
The film is part mystery-noir type, with Obi-Wan’s investigation providing what I think is by far the more interesting storyline. It’s unfortunate, then, that the full vagaries of the plot aren’t entirely explained during the course of the Prequels. Who is Sifo-Dyas? How exactly did the Clone Army come to be created? It has taken a myriad of background explanations, many of which are now “legends” anyway, to explain a lot of this, which is unfortunate. There is a lot of ground to cover, after all, and I think this is one of the downfalls of the film being placed so far after the first. If Count Dooku had been in the first film, if the Separatist plot point had somehow been better set up earlier, it might have helped, but unfortunately we have a fairly stand-alone film for Episode I, and here we seem to be rushing to place all of the threads in line so that they’re ready for Episode III, which itself needs to quite neatly intersect into the original trilogy.
Visually, the film is quite something. We start on Coruscant, and see more of the plush Senatorial residences before heading into the underbelly (which is itself still quite genteel, somehow). Kamino is evocative of that 1950s style sci-fi with its tall, willowy-aliens and ascetic, clinical whiteness. Geonosis is basically a bug hive in a desert, and pulls that off very well. Tatooine feels a bit like it’s shoe-horned in there to bridge the two trilogies, first bringing back Watto, and then letting us see a young Owen and Beru at the homestead, which was faithfully recreated from set photos of A New Hope. Of course, the loss of his mother is a big catalyst for his eventual turn to the Dark Side, but I do find it a little bit wearying after a time, that so much of the film feels like it needs to foreshadow Anakin’s turn into Darth Vader. Indeed, aside from just how much of a predator towards Padme he is, I was surprised when watching it again just how many warning flags Anakin is giving off. It’s no surprise that Mace later says he doesn’t trust Anakin in the third movie.
Count Dooku is, for me, one of the best things to come out of the Prequels. It’s a bit like Alec Guinness in the original trilogy, having Christopher Lee in a movie does lend it that sort of gravitas. Criminally under-used across both of the films he appears in, I think it would have been so much better if he was at least alluded to in the first movie. Then by the time of the second film, we could see Dooku being the political firebrand but not the evil Sith Lord, maybe as he sways more planets to the Confederacy. Then halfway through he invades Naboo and we get to see Anakin in action, providing us with a compelling reason why Padme might actually be interested in him. Sure, it re-treads the first film by having another invasion of Naboo, but maybe that could be the source of tension for the first part of the film, having the people of Naboo at risk of more pain and torment? But I could go on about this all day. It remains a real bugbear for me, that Padme comes out of nowhere and says she thinks Dooku tried to kill her. Why? Where’s the evidence? It needs to make some kind of sense…
However, the Arena battle, while initially very much a Gladiator rip-off, does continue the sense of spectacle that we initially had with the podrace in Episode I, and the sight of all those lightsabers really does get the blood going, I feel. I remember watching one of these sneak-peak type documentaries during the making of Episode II, where they talked about wanting to show the Jedi in their prime before the dark days of the Emperor’s purge, and I think that works really well here. The final battle, both in the arena and beyond, is quite something, and I think the climactic lightsaber duels, particularly seeing Yoda in action, are really stunning. There was a missed opportunity, I think early on Ki-Adi-Mundi and Plo Koon were supposed to lead a team into a droid control ship to shut down the battle droids as happened on Naboo, only the newer B2 battle droids didn’t respond. It would have added more layers to the battle, but was apparently cut for timing.
In terms of actual cut scenes, there isn’t much to speak of. There are a number of scenes with Padme’s family on Naboo, where we meet her parents and learn more of her life before becoming Queen. We also see her on trial on Geonosis, which forms a nice kind of segue between her capture in the foundry and then being led into the arena. Padme is definitely a character who gets short shrift in the Prequels, almost like Lucas didn’t know what to do with her. It isn’t until Episode III where the worst cuts take place, though.
A lot of these cut scenes are also in the novel, which helps to further explore Padme’s background and emotions, and makes it quite clear that, while she is very much devoted to her duty to the Republic, she sees her sister Sola and her children, and dreams about perhaps having that life for herself. It doesn’t entirely make it easier to see how she could fall for Anakin – I’ve long been more convinced that it would make sense if he was some kind of accomplished war hero, rather than a trainee Jedi who screeches “it’s not fair” and such – it does give us some understanding that Padme does want a more “normal” life, and so on. The novel also includes scenes with Shmi and the Lars family having a happy life together, and even expands on Jango’s relationship with Boba.
As regards the actual Clone War, it’s an interesting genesis within the history of the Star Wars universe. As we know, the first reference was in Obi-Wan’s chat with Luke in Episode IV, where the war seemed to have been in the somewhat-recent past but wasn’t expanded upon further. While it was mostly off-limits, Timothy Zahn made the suggestion in his original Thrawn trilogy that the clones were bad, and there were evil scientist Clone Masters who were attacking the Republic. Even Lucas considered making Lando a clone, hailing from a planet where the population reproduced via cloning, possibly meaning such planets were originally the aggressors. That the clones turn out to be the good guys in this film is something of a plot twist, I suppose, with numerous attempts since to help retcon these things.
All in all, not a bad film, but not a great one either. A bit of a step down from Phantom Menace, even though I do like the set up to the Clone War, and the mystery-noir investigation
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