Star Wars: Episode II – Attack of the Clones – Disneycember

Well, a bad prequel deserves a bad follow up. Doug checks out Attack of the Clones.

About Doug Walker

Creator of 5 Second Movies, Nostalgia Critic, Bum Reviews and more.


  1. I’m sorry Doug, but clones are not stormtroopers. I cant accept that mistake, because clones are cool, stormtroopers cant shoot for shit 😀

    • The purists will tell you by Episode 4 almost all the clones are replaced with others due to their rapid aging. Plus I found this article for those who want to watch the prequels but be entertained by them.

      • You can watch the prequels and be entertained by them by enjoying them and what they offer, it’s not hard at all, they’re good flicks.

        And the rapid aging wasn’t why the clone troopers changed, it was because they started using different genes other than Jango Fett’s to make them, and they opened military academies so anyone could become part of the imperial army.

      • If by Purist you mean Kathleen Kennedy then yeah the purists will tell you. Of course she is in-charge of what is and is not Cannon so…

    • He said that the clone ARMY eventually become the stormtroopers. And that is true, the first generation of stormtroopers were only clones, but as the accelerated aging kicked in, they were phased out for enlisted and conscripted soldiers.

      Plus, the backbone of the army WAS still clone in nature, with virtually all of the training instructors still being clones from the Clone Wars.

    • That is a retcon as Lucas clearly meant for the Clones to be the stormtroopers. that is why he included the jango fett head bump

  2. Yesterday I said I thought Attack of the Clones was worse. And, actually Doug touched on why; it committed the worst crime any movie can commit; IT’S BORING! During the first two thirds of the movie, there’s nothing exciting going on. Sure, you get the speeder chase on Coruscant and Obi-Wan vs Jango a couple times. But until the third act (when everyone gets to Geonosis), the pacing is just soooo slow.

    One thing I want to touch one Doug, because it doesn’t seem like you know about the expanded universe: THE CLONES ARE NOT THE STORMTROOPERS! After Palpatine ended the war and wiped out the jedi, the empire went back to the regular good, old fashioned enlisted troops. But, what about the remaining clones? That’s actually explained in Attack of the Clones; in order to get the clones ready for combat, they had to accelerate the aging process so that they were growing twice as fast. Any clones that were left by the time the Galactic Civil War (the conflict during Episodes IV, V, and VI) came about died due to old age.

    Also, the only plus I can give this movie is that I prefer Jango to Boba…LISTEN TO ME FIRST BEFORE YOU CRUCIFY ME!!!! Empire and Jedi set up the idea that Boba has this reputation. He’s this fearsome bounty hunter… BUT HE DOESN’T DO ANYTHING! He just stands on the sidelines and looks ominous, expecting this reputation (which, if you don’t get into the expanded universe, you know nothing about) to carry him through. But Jango…you also get the idea he has a reputation; he was the DNA source of the Clone Army. But, unlike Boba, you actually see him in action, you see him do things.

    • Really? I doubt anyone’s going to hate you for disliking Boba. I sure as hell do; and it can all be summed up here: Jango, meanwhile has much more of a character to him. I wish they actually went further into him than they did in this.

    • I wouldn’t say it’s the worst crime it can commit. Even a lot of people who love Blade Runner and consider it one of the greatest works of fiction ever agree it’s kinda boring. Of course, that’s Blade Runner, not STAR WARS, but let’s not iover-simpliofy things.

    • “it committed the worst crime any movie can commit; IT’S BORING!”

      Are you idiot? Worst crime of movie is being hollow and pointless, as most greatest movies are kind of boring. Action and comedy can cover hollowness, that is why cheesy moves and Bay-style-action-flick are typically liked more then other bad movies. Though I can agree that boring and pointless movie are worst of its kind.

      • Are you an idiot? A great movie is entertaining and interesting. I think you are confusing “boring” for “lack of action”. A movie can have little to no action and still be engaging and interesting thus making it entertaining

        • Obviously “not” idiot like you don’t know that being “entertaining” is a form of limitation and so it is trait of only low art 0_0

          Obviously about popular art you are correct, but could you not pretend that you didn’t said stupid thing and could you not act as parrot because that is childish? Anyway you only proved my that I was a correct.

    • Actually to be fair, Those two movies did NOT set up Boba as some badass. If you remember, in Empire NO ONE even calls him Boba Fett. He is referred to as bounty hunter by eveyone. And then he dies within the first half hour of Jedi. So there is no set up at all. People just loved his look. And he does look incredibly cool

  3. Like I said on the last time, I honestly don’t think the first two prequels were that bad. Or at very least, not as bad as everyone says they are. Don’t get me wrong, I totally understand people’s hate for it; the writing CAN be terrible in places and say for McGregor, McDiarmid and the sadly recently late Christopher Lee, the acting makes The Last Airbender sound natural by comparison.

    However in terms of the plot, I still don’t see it as that hard to follow. Or at least not as hard as most. I don’t know, maybe it’s because I was born able to make sense of what seems like nonsense, but the politics here are surprisingly simple. Of course it also helps if your mother’s a Star Wars geek (which she is).

    In fact, it’s even more simple than some would think: The Seperatists, led by Count Dooku are convincing many planets to join them in an attempt to start an uprising. To combat this is the Clone Army and our remaining Jedi Knights.

    It’s just that they make it sound complicated for the same reason they made Jupiter Ascending so damn complicated: To make it SOUND big as suppose to FEEL big. And in all fairness to the action, there are some scenes that are surprisingly intense, such as the battle in the arena against the Acklay, Reek and Nexu (before the Jedi came in and made them a footnote, I mean).

    And like I said last time, there is one other thing that even you overlooked when it came to the good things in Attack of the Clones: The Clone Wars. In my opinion, the main good thing to come out of the prequels. And I don’t just mean the CGI Clone Wars either, I mean the Genndy Tartakofski works that came out shortly before Revenge of the Sith (which in my humble opinion was WORSE than Attack of the Clones).

    • I loved the Genndy 2D star wars especially on how they handle Anakin Skywalker character. I felt they handle his descend into the dark side better then any of the movies. Also I never seen the CGI clone wars because I saw the movie version of the show and hated it.

      • Really? Much like with the prequels, I don’t see it as that bad. I mean, okay, I wouldn’t call it the best Star Wars film ever, but aside from the designs (which look a tad jarring in CG, let’s be honest), the film was surprisingly good. Hey, it still beats Revenge of the Sith.

    • Yeah, I don’t like the movie but I never hard hardt time following it, even as a kid.

    • I think people consider politic in New Trilogy as overly complicated not because it is complicated, but because it interfere with style of the movie. It is too simplistic to be interesting and too complicated to fallow without paying attention to it. I would compare it to bad Gundam series and I know personally people who know details of UC politic and don’t know what is going one in Age or SEED.

  4. Oddly enough the prequels are actually good if you cut out all the dialogue, just go play the Lego Star Wars games, the prequels are actually better than the original series, it’s just some good fights and visual humor, there’s no philosophical talk or anything like that, exploring the depths of their emotions it’s just some Lego people beating eachother with glowsticks.

    • Most people who hate New Trilogy hate only a movies. Other example where New Trilogy part was commonly better is original Battlefront series. Not to mention that most people I know love Clone Wars cartoon even if consider New Trilogy as a shit.

  5. Here’s how you watch Attack of the Clones–

    Just watch Obi-Wan’s part. Fast-forward through Anakin and Padme scenes. That way you miss lines like “I hate sand.” Or “I wish I could wish away my feelings.”

    It makes for a marginally better movie if you just watch Obi-Wan’s half.

  6. Clones were made illegal by the Empire after the Clone Wars – The Emperor kept a bunch of Sparti Cloning Cylinders hidden away on the edge of the galaxy on the off chance things hit the fan but had no intention of allowing Clone Troopers like those in Attack of the Clones in The Imperial Navy while there were millions of wide eyed young boys just jumping to join up!

    Luke wanted to go to the Imperial Academy like his best friend Biggs – Why if the Emperor’s using Clones? {You’re not going to say that Tie Fighter Pilots – with their 1 mission lifespans thanks to Ties having ZERO Shielding – were unclonable?}.
    Han Solo actually DID go to the Imperial Academy in his own backstory!

    The Imperial Academy is a huge thing in the Star Wars Universe and not a single one of the Stormtroopers in the Original Trilogy were Clones!

    P.S. Just watched Force Awakens and though there was a lot of good in there the whole was extremely disappointing!
    Disney seemed to Overcompensate massively for the Prequels by taking literally everything they thought people liked from the Original Trilogy and shoe-horning it all into one Movie!
    The entire first half seems like it was lifted almost verbatim from A New Hope!
    The end battle seems to attempt to be BOTH the Battle of Yavin and the Battle of Endor at the same time! {It also has a scene extremely reminiscent of one in Timothy Zahn’s The Last Command!}.
    The Ending is almost unbelievably Dark and an absolutely massive downer! {Trying to avoid spoilers but this clearly harks back to Empire!}.

    They could have avoided retconning the first 10-20 years of the Expanded Universe with ease just by using one of the two available character names that would have fit the specific character – Instead they went with a character name that is in the EU but refers to another character entirely!
    The Yuuzhan Vong are totally wiped out of the continuity {thank Goodness!} but where the movie went is even worse!

    The Lightsaber Battles are a joke of totally untrained characters doing battle with a master!
    It seems that Disney decided Original Trilogy Lightsaber battles were the way to go over the lunatic martial arts of the prequels but completely forgot that in the original trilogy those battles were not all out – They were always being incredibly careful to not go all out:
    Ben and Vader sizing each other up before Ben realises he can’t win and sacrifices himself.
    Vader trying to turn Luke to the Dark Side rather than kill him so avoiding going for the kill wherever possible.
    Luke trying to bring Vader round and not get turned to the Dark side himself while doing so – Again absolutely not going all out until Love gets in the way {Yes…..LOVE! NOT HATE, NOT ANGER….LOVE!}.

    Worlds we have absolutely zero connection to getting blown up by The First Order’s {Empire’s} new superweapon that’s unbelievably more powerful than anything even the EU came up with never mind the original Death Stars!

    Oh and inverse Racism – The only Black Guy in the Empire is hidden under a Stormtrooper Helmet while fighting for the Empire {they even go so far as to have an officer admonish him for taking his helmet off!} and this not being enough he just happens to be a Clone – Which means the First Order {Empire} specifically clones black guys as Stormtroopers!
    NONE of the Imperial Naval Officers in the movie are anything but Caucasian!
    And again possible spoiler alert – you may be forgiven for thinking “hang on are we in a slasher movie” at the end!

    It’s STILL way better than Attack of the Clones!

    • Oh and how did I forget to mention that the new Darth Vader is basically whiny Anakin from Revenge of the Sith without ANY of the redeeming reasons {His upbringing as a Slave, His mother being tortured to death, his fears for Padme and Palpatine’s playing on those fears, The Jedi treating him as an unwanted problem!} for turning to the Dark Side!

      Nope – This guy has NONE of that!
      He’s just a black hat! {LITERALLY!}.

    • I had some whino jerk blab to me the whole story for Episode 7 last night while I was shopping and now I don’t feel like I want to see it. The worst part, according to the idiot, being Disney took all the good parts of the Legends universe, spliced it with Episode 4 and 6, and made one movie. I won’t say what it is because their are people, like me, who want to see this movie.

  7. Although I can’t justify the 50s diner at all.

    But, yeah, skip.

    And you’re right about the British actors.

  8. To me both wooden acting and unnatural dialog are things that drag Attack of the Clones down while everything else seems better. Too bad that in this they made Anakin as creepy stalker.

  9. If you look at all six movies as a whole story, it’s about the fall and redemption of Anakin Skywalker. Where it falls apart is Lucas’ ineptitude as a writer and a director, and the choice of Hayden as Anakin. Luke’s father was so praised in parts IV through VI that the Anakin Skywalker I got in II and III fell way short of the mark and demonstrated absolutely none of honor and nobility I expected. When the crucial moment comes in part III, I should have been on the edge of my seat and thinking, “No, Anakin! Don’t do it!” Instead, I think I actually said aloud, “Oh, just get it over with.”

    • “He was the best star pilot in the galaxy. He was a cunning warrior and he was a good friend.”


      The fall of that guy to the Dark Side would have been interesting. I’d have cared about that guy.

      The other problem is that the Jedi are so stupid. They have so little grasp of common human emotions that it’s impossible to believe they’ve lasted for thousands of years. There are several moments where simple compassion and understanding would have prevented all the crap. They know the kid has anger issues and just antagonize him without explaining their position.

  10. Did George Lucas rip off Mel Brooks? I believe there was a scene in Spaceballs that took place in a 50s diner, the scene where John Hurt reprises his role from Alien.

  11. My only problem with this movie is that it’s more of a crappy romance movie than anything else. I like this better than Episode 1 though! O.O The last movie was more pointless in my opinion. This movie is at least trying to show you how the clones came about and how Anakin was slowly becoming a tad bit darker.

  12. Yoda and Palpatine fighting with lightsaber is terrible. It’s complete reverse of their characters. Lightsabers are beneath them.

  13. Don’t always like to be that guy, but Temuera Morrison isn’t Australian, he’s from New Zealand.

  14. Is everybody missing the point of the sequels here? It’s more than anakins fall from grace. It’s about how Palpatine got to be Emperor. That’s why menace and clones are such important films. You get to see the evolution of one of the best villains in cinematic history.

  15. To me, the politics of the prequels are relatively simple. It all revolves around Palpatine becoming Emperor and the Jedi purge.

    Episode 1:
    Palpatine’s goal: Becoming Supreme Chancellor. Now being Senator of Naboo, a rather insignificant planet, is not an asset to reach that goal. Unless something happens that would make the Senate sympathetic towards that world. Like a blockade by the Trade Federation, ordered behind the curtain by Darth Sidious/Palpatine himself.
    Result : The Queen’s escape was not expected, but in the end, it helped Palpatine’s cause, as he becomes Supreme Chancellor.

    Episode 2:
    Palpatine’s goal: Concentrate the powers in his hands and have an army. How to do that? Well, he creates his own little war, stemming from the last conflict with the Trade Federation. Sidious new apprentice, Dooku/Darth Tyrannus, leads the Separatists, while Palpatine leads the Republic. The threat of a war will make the Senate favorable to give Palpatine the emergency powers, giving him the power to decree laws and make decisions in certain matters without the need of the Senate’s approval, like creating a Grand Army of the Rebublic. With this army, he will have the means to win the war, remain in power and, eventually, crush the Jedi Order.
    Results : Palpatine becomes de facto a dictator (in the roman sense), and has all the tools he needs to end it all during Revenge of the Sith. Except Anakin Skywalker…

    Episode 3:
    Palpatine’s goals: Destroy the Jedi Order and create the Galactic Empire. After his arranged abduction and the Republic’s victory over Coruscant, Palpatine is more popular than ever. He forces the nomination of his protegé and liberator, Anakin Skywalker, on the Jedi Council. His goal his to get infos and create dissent among the Jedi. He uses Skywalker’s ego and fear of losing his loved ones to lure him to the Dark Side. He also uses him to force an action of the Jedi Council against himself, so that he can brand them traitors to the Republic, giving him a reason to execute Order 66. This attack makes him even more popular and the Senate applauds when he declares himself Emperor of the Galactic Empire.

    • It is simple.. too simple. It was so simple and stretched in this same time that most people didn’t pay attention and that is why they were confused. Anyway movie clearly failed.

  16. This movie was the only one that literally had me fall asleep in the theater. I just woke up 5 minutes from the end feeling a little embarrassed and I can’t remember a thing about.

  17. Worst Star Wars movie, in my opinion. The only thing I like in it is Yoda’s lightsaber battle, and even that’s not fantastic.

  18. Jedis not being allowed to fall in love is part of their philosophy. They’re meant to not limit their emotional attachement to a single person. Showing that this is dangerous and stupid was another point of the prequels people often overlook since it lead to all the shit going down. Again, while the execution wasn’t very good they where still well thought out.

    The Stormtroopers aren’t the clones. They just wear similiar armor.

    • Point is that they never explain that celery and instead waste time for wooden romance about which no one care. Also Stormtroopers structurally were based on clones army, just clones were replaced with time with normal recruits.

  19. This is my least favorite of the Star Wars movies and I’m glad you and others agree.

    My problems with it have a lot to do with the same ones you say actually so good job on that.

  20. Again, I’m in agreement with Doug on this.

    Attack of the Clones is the worst Star Wars movie because it’s just dull and hard to follow. Also, the reliance on CG for this one is even heavier then the first, and so much of this movie looks like video game cut-scenes.

    One scene he didn’t touch on was the grindingly dull middle of the film where Obi-Wan visits the clone facility and fights Boba Fett. Sure the battle with Fett is okay…but the lead-up is a big heaping bowl of who cares.

    In fact, I think ‘Who cares’ is the way to sum up almost every scene in this film.

  21. The Clones are NOT Stormtroopers. Clones are……….well Cloned and highly trained and are very deadly soldiers, Stormtroopers are just regular conscripted Humans……………..whom the Surviving Clones find to be, like everyone else, a complete joke. (A Clone who joined the Rebellion while in disguise as a Stormtrooper to help free some rebels wrecks multiple storm troopers………….and goes on to say “THIS ARMOR IS USELESS!”).

    Stormtroopers are not Clones, They are a joke compared to them IN CANON.

  22. If you can’t follow the political talk then you are just a dumbass

    • I think the problem is not being unable to follow the political maneuvers, it’s that the Jedi seem blinded by plot related stupidity, and they are boring and repetitive.

      It’s hard to follow because they are uninteresting and poorly written…you want to tune out.

  23. This was the last Star Wars movie I watched. I’ve never seen three.

    The reason is that I left the theater with the impression that Anakin was going to have to rape Amidala to make Luke and Leia. Amidala just gave every sign of not being that into him (Sursum Ursa did a great job of comparing and contrasting Han and Leia with Anakin and Amidala in terms of both dialogue and body language). Anyway, this episode left me so uncomfortable over its supposedly passionate romance that I didn’t want to watch anything to do with Star Wars for a very long time.

  24. You Doug is never satisfied and people like you

  25. I think some or many Star Wars fans like you Doug or lots of others are so hypnotised and manipulated by the enitre Star Wars franchise in general terms that sometimes or more often than not, your criticisms are often really unfair and go just little too far in my opinion especially aganist the prequels, freaking relax guys it’s just a intergalactic tall tale “space opera” I guess that try to go a little bit more politically realistic to our own Earthly affairs on the whims of one director who tried to control everything (Yes it was a very bad idea that George Lucas became sort of a control freak in the 1990’s and other people in Hollywood let him do everything at once) although Rick McCallum produced the prequels, read all about him on where else wikipedia. But just chill, and really if you’re starting as a early teenager Doug to watch these the political talk is really not that hard to follow even for ten or eleven year olds.

    • I agree. People expected too much from the prequels and some did not find what they were looking for from the Expanded Universe. That diner rant certainly falls into the “a little too far” category.

      Some complained about the presence of politics in the prequels. However, how could it have been any other way? Fans were expecting three things from the prequels : 1)How did Anakin fall to the Dark Side, 2) How the Empire was born and 3) How was the Jedi Order exterminated? You cannot explain the last two plots without using politics. How could Lucas have explained how Palpatine transformed a democratic republic into a dictatorial empire without showing some political scheming?

      The romance part could have been done better. However, it is ridiculous that some people are ranting that there is even romance in the first place. Sorry kiddo, but no romance, no Luke and Leia.

      I won’t say that the prequels are the best movies ever made. They were not, and I still consider the original trilogy to be better (and they themselves were no Casablanca). But they do not deserve the hate and geek rage that we read everytime they are mentionned. And neither does George Lucas.

  26. Stop projecting your interpretation of the hate for the prequels onto the rest of us! YOU apparently couldn’t follow the politics, most of us had no problem with it. YOU were bored, speak for yourself, some of us saw that there was a war going on. Stop saying “you” when you’re talking about your own expieriences with a movie.

  27. There’s a very good reason that only the third prequel movie is “necessary”. Lucas himself admitted 80% of his ideas for the prequel to the original trilogy were all for “Revenge of the Sith”. Which means this movie and the previous one were essentially filler.

  28. I’m really surprised you thought this was worse than the phantom menace! I mean, I personally think it’s better. It’s more mature and you’ve spent your entire career mocking Jar Jar! Interestingly enough, it seems like a lot of critics like Ebert and Leonard Maltin, agree with you. I guess it is kind of the oddball in the series. It has the least significance of any of the main movies.

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