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A few days ago, I begrudgingly called THE PHANTOM MENACE the best film of the Prequel Trilogy Today I’ll offer a similar (but diametrically opposite) assessment of its follow-up.


Not only do I consider ATTACK OF THE CLONES the worst of the three, but I consider it the worst of the entire series (including those EWOK movies).  It’s the nadir of the franchise-driven spectacles emerging in the early aughts (LORD OF THE RINGS, SPIDER-MAN, THE MATRIX, et al).  Simply put, this movie is irredeemable.  It sucks.


But why does it suck?  Is it the acting?  The transition from 70mm to digital video?  The fact that the entire thing is a reverse ROGER RABBIT (i.e., real actors inhabiting environments where no one nothing and nothing is real)?  Yes, yes, and yes.  All of these things and more, YES.


For all of that, there’s one thing in particular that cripples this film -- and REVENGE OF THE SITH with it -- and it’s the stunning lack of inertia typically associated with STAR WARS.  In fact, the element that makes a STAR WARS “feel like STAR WARS” is so obvious that it’s hiding in plain sight.  When Prequel critics try to pinpoint why these films feel wrong to them, they (rightly) address the obvious faults, but tend to overlook the missing component: situational Evasion, and Infiltration In other words, “running from the Bad Guys and trying to sneak into places.”  Beginning with ATTACK OF THE CLONES, this essential formula is jettisoned, and once you see it, you can’t un-see it.


Let’s take a look at the preceding installments in the series, and note the plot and narrative mechanisms all four have in common.


STAR WARS A pair of droids are given secret Imperial plans that must reach Obi-Wan Kenobi before Vader gets his hands on them.  With Stormtroopers hot on their trail, C-3P0 and R2-D2 fall in with Luke Skywalker, who, after meeting Kenobi, smuggles the group off-planet aboard the Millennium Falcon At length they’re caught in a tractor beam and placed in mortal danger aboard the Death Star -- but upon learning that Princess Leia is scheduled for execution, our heroes mount a desperate escape plan that requires them to sneak off the ship, find their way into the detention area (presumably miles away), rescue the Princess, and make tracks for Yavin.  At length, after a series of near-misses and escapes, the group manages to fight their way to the Rebel base, and then mount a final desperate attack: a handful of one-man fighters against a moon-sized space station.


THE EMPIRE STRIKES BACK The Rebels are on the run, and currently in hiding on the remote ice planet Hoth. Discovered by an Imperial probe droid, they’re soon under attack by the exponentially stronger ground forces of the Empire.  The Rebels flee, but Darth Vader has his sights set on one ship in particular: the Millennium Falcon Han, Leia, Chewbacca and 3P0 spend the entire film desperately trying to avoid a fleet of Star Destroyers while stranded due to a broken hyperdrive.  Eventually they make their way to Cloud City to recuperate, and are there betrayed by Lando.  They’re imprisoned, tortured, and, in the case of Han Solo, placed into a potentially-lethal state of suspended animation.  Seeking to rescue them, Luke sneaks into the city, and finds himself face-to-face with Vader, who physically and emotionally castrates him.  Luke is saved by his friends, who must again find a way to evade the enemies hot on their tail.  After a last-minute escape, they reconvene with the Rebel fleet, and begin planning the infiltration of Jabba’s palace, knowing it’s only a matter of time before the Empire discovers their present location…


RETURN OF THE JEDI Luke organizes an elaborate scheme that positions him, Leia, Lando, Chewbacca, 3P0 and R2 inside Jabba’s palace to 1) free Han of his carbonite coffin, and 2) launch an outdoor attack on the crime lord and his forces.  Rejoining the Rebel fleet, our heroes organize a plan to destroy the new Death Star, and pilot a stolen shuttle directly into enemy territory to deactivate the energy shield at its source.  Scout troopers are chased and eliminated, and the bunker is taken and destroyed.  Luke surrenders to Vader in order to be taken directly to the Emperor aboard the space station; and after defeating Palpatine and restoring Vader to goodness, he escapes just as Lando and the fleet fly into the Death Star core, destroy the reactor, and make it out again before the station vaporizes.


THE PHANTOM MENACE A trade dispute places the inhabitants of Naboo under Federation lock and key.  Qui-Gon and Kenobi sneak onto the planet aboard military transports, rescue the Queen, and escape the planetary blockade.  They land on Tatooine and search for parts to repair their damaged ship as Darth Maul tracks and then confronts them.  Fleeing to Coruscant, the Queen then decides to return to Naboo, unite her people with the Gungan army, and launch a three-pronged attack: a ground battle against the battle droids, a space battle against the Federation command ship, and the capture of Viceroy Gunray in the Theed palace.


Notice anything in common?  Evasion and Infiltration Our heroes are always running away or sneaking in.  It’s a common adventure formula.  It’s fun and exciting.  We enjoy the adrenaline rush of constant gags and the execution of setups as our Good Guys outwit the pursuant Bad Guys, and we root for them when they finally stop running and take an aggressive final stand.  This, more than anything else, is the STAR WARS formula.  It’s not the ships, or the Force, or lightsabers: it’s watching characters we like in daring, death-defying situations, and ultimately winning or saving the day.


So with all that in mind, what’s the plot of ATTACK OF THE CLONES?


Senator Amidala is the target of an assassin, who is hired by another assassin, who was hired by a Sith Lord.  Chancellor Palpatine requests that Obi-Wan and Anakin investigate.  Anakin takes Padme to hide (in broad daylight) on the least-sensible planet imaginable (her home world).  Meanwhile, Obi-Wan follows a trail of clues to Kamino, where he discovers the assassin (not the one who tried to kill Amidala, but the one hired by a Sith Lord to kill Amidala, who then decided to hire another assassin to do it for him, despite the rocket launcher on his back that would likely destroy the Senator’s building in three seconds); it turns out that this assassin is being used to breed a secret clone army.  Obi-Wan follows Jango Fett to Geonosis where battle droids are being made, and is captured by Count Dooku.  Meanwhile, Anakin has premonitions about his mother’s death and goes to Tatooine to find her.  After killing the Tusken Raiders who were evidently butt-raping his mom,* he heads off with Padme to find Obi-Wan, fights some Harryhausen monsters in an arena, and gets his arm cut off during the opening skirmish of the fabled Clone Wars.  


Now, I realize there are some superficial elements that seem to fit the STAR WARS formula.**  I mentioned that Obi-Wan travels to Geonosis and winds up captured, for example, and also that Anakin comes to rescue him.  The difference here is that while Evasion and Infiltration are plot motivators for STAR WARS, EMPIRE, JEDI, and, yes, even THE PHANTOM MENACE, they’re simply THINGS THAT HAPPEN in ATTACK OF THE CLONES.  They’re linking devices that connect plot requirements leading to the Clone Wars and Darth Vader.  Rather than being the story, they’re simply inserted into the story.


Part of what makes STAR WARS (and INDIANA JONES) so fun is wondering what’s going to happen next, and how the characters are going to get out of it.  In CLONES, the set pieces feel largely shoehorned into the film, like an obligation. “It’s a STAR WARS movie, and a STAR WARS movie needs action spectacle, so we need to come up with some shit to stick in there somewhere.”


Nowhere is this more evident than in the MINORITY REPORT-derived sequence in the droid factory, which was added during post production because Lucas realized it had been too long since there’d been anything but characters standing in front of blue screens and delivering exposition in monotone.  The previous movies contained action gags that were organic outgrowths of the situation (albeit somewhat forced in MENACE).  Each respective story being told -- keep the droids from the Empire; escape Vader’s bloodhounds; break into Jabba’s palace and destroy the Death Star, etc. -- had rollercoasters built into them.  In fact, the stories were told on the rollercoasters.


It’s the exact opposite in the Prequels, and becomes most evident in CLONES.  To go back to the droid factory example, Lucas and editor Ben Burtt looked at the film, realized it was getting slow, and came up with a big dumb bluescreen extravaganza that looks fake, feels weightless, and can be removed without altering the story one bit.  This is what separates the film so much from its predecessors.  The script wasn’t written to be told on a rollercoaster, because there was no rollercoaster in mind.  One can argue that every STAR WARS film should be its own thing, and that’s fine, but we’re talking about the central essence of the franchise: Whiz Bang Adventure When you’re jamming in scenes to raise the excitement level of a movie about young Darth Vader because 1) there isn’t anything fun on display, and 2) you forgot to try in the first place, then something’s fundamentally wrong on a conceptual level.


Take the chase through Coruscant, arguably the one sequence where the STAR WARS formula is attempted.  Obi-Wan and Anakin are pursuing Padme’s attacker.  We meet the assassin moments before the sequence, and she dies moments before it ends.  Her natural talent -- shapeshifting -- is never exploited, thus robbing us of a really cool crowd scene where maybe she’s morphing into other people, confusing the Jedi, or something fun like that.  Instead we just get a video game cut scene with actors sitting in a toy speeder.  The whole purpose of the bit is for Obi-Wan to discover the dart that Jango Fett uses to kill Zam Wessel, but it’s all just exposition.  Our heroes are hundreds if not thousands of feet in the air, pursuing a character we know nothing about now and learn nothing about later, all the while defying physics and gravity in what’s ultimately a disposable sequence.  Its inclusion doesn’t help to tell the story because we aren’t invested in anything that’s happening yet.  It’s too early in the film, and Padme’s danger is never felt.  She’s walking around in broad daylight, and no one seems to care very much, so why should we?  As such, the speeder chase becomes obligatory action rather than being used to inform character or plot.


Ironically, the most STAR WARS-y way to open the movie happens at the end of the film: the arena battle in which Obi-Wan and Anakin are trying to escape the clutches of giant monsters without the benefit of lightsabers.  Given that the friendship between these two characters is never actually shown in the Prequels, this “buddy scene” could have been a terrific way to begin the story in media res; perhaps even an easy way to unspool the Padme plot through a series of events, much the same way SITH throws us into the narrative and literal action right from the get-go.  But this path leads to madness and fan edits, and I avoid that dark road at all costs.


All of this is indisputably a result of the writing process.  Lucas spent three years laboring over draft after draft on MENACE, which is roughly comparable to the time he spent chiseling out the story for STAR WARS (a script I wrote about back in the firstpart of this series, and lauded as being that film’s least celebrated aspect).  Starting with CLONES, Lucas was, by his own admission, procrastinating, and cranking out drafts literally days before shooting began.  He was giving plot points to the art department, then previewing their work and writing the film around their designs.  He then contractually obligated his cast and crew to return for multiple pick-ups (i.e., reshoots) as he began cutting the footage and adding or subtracting content in an effort to find the film in editing.  If you don’t believe me, the next time you watch CLONES, play a little drinking game I created called “Spot Obi-Wan’s Wig and Fake Beard.”***.  Whenever Ewan McGregor’s hair goes from natural to artificial, you’re watching a pick-up.  You’d be surprised how many of the “important” Obi-Wan scenes weren’t scripted or filmed the first time around.  And this is the refined version…?


There’s an old saying that makes filmmakers cringe: We’ll fix it in post.  ATTACK OF THE CLONES (and REVENGE OF THE SITH) weren’t simply “fixed” during post-production; they were, by and large, created there.  It’s the most backward way of crafting a narrative, and the reason why the Prequels feel long, disjointed, and rambling.  It’s just a lot of stuff happening and then strung together without any sort of art or purpose.  You can remove any number of scenes without affecting the story, or move them around and still get the same effect.  This is why big FX sequences like the droid factory could be inserted the way Lucas chose: the plot wasn’t driving the action, which is the antithesis of what we consider “STAR WARS.”



* I challenge you to come up with an alternative explanation for why she was tied up and kept alive in that specific position for a month.


** For all its criticisms, note which of the two existing STAR WARS formulas THE FORCE AWAKENS elected to utilize when restarting the franchise.


*** Copyright 2019 Erik Kristopher Myers.  Royalties payable to Pay Pal.


Erik Kristopher Myers (aka ekm)

Pretentious Filmmaker


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