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The 20th Anniversary of Attack of the Clones

Star Wars Episode II: Attack of the Clones premiered twenty years ago May 16, 2002. I am known prequels fan and at no point did I hate this film. But in those twenty years I have come to appreciate even the parts I don’t love.

Me, now: Well, no, the Arena Battle is actually amazing.

So, to celebrate the 20th anniversary, here are 20 things I love about Attack of the Clones.


I often call Attack of the Clones the prettiest movie; certainly in all of Star Wars and potentially in all of film.

1. Padmé’s Wardrobe

Padmé’s wardrobe is amazing throughout the prequels but for me, the peak is Episode II. I struggle to choose a favorite but the top five are the packing dress, the rainbow dress, the meadow dress, the soft blue on Tatooine, and the wedding gown. She is a romantic lead in this film and her costuming reflects it.

You can read more of my thoughts on Padmé’s costuming here.

2. The Saddest Binary Sunset

Tatooine’s binary sunset is a motif throughout the Skywalker Saga. Here the suns dip and Duel of the Fates plays as Anakin speeds away on a desperate and futile mission to save him mother. It is gorgeous and heartbreaking.

3. The Jedi Arrive on Geonosis

Everyone knows I’m critical of the Jedi organization, but when the lightsabers light up across the Geonosis Arena I CRY. It’s such a powerful moment of unity and hope. That it’s also the beginning of the Clone Wars, and therefore the end, only adds weight.

4. Boba Fett’s Sorrow

I had no real feelings about Boba Fett prior to Episode II. He didn’t matter to me. This moment changed everything. Boba Fett is the Clone Wars first orphan and I will never get over it.


Lucasfilm and Skywalker Sound are the gold standard for sound in Hollywood and John Williams is a genius so it’s no surprise that the sound and soundtrack are brilliant. But they are so brilliant.

5. The Silence Before the Boom

Obi-Wan and Jango Fett have a minor space battle above Kamino and the split second of silence before Fett’s seismic charge explodes is the best sound effect in the history of cinema. I get chills every time.

6. Across the Stars

I am on the record everywhere that “Across the Stars”, the love theme from Attack of the Clones, is my favorite song of all songs. In Star Wars, in film, in life.

Obi-Wan Kenobi

Every single thing that Obi-Wan does in this movie is Art.

7. Coruscant After Dark

This whole sequence is a treat. Again, the visuals of Coruscant at night – the neon, the chaos, the seediness – are stunning. It’s so flashy and crowded and really sets the mood. Obi-Wan at the bar is hilarious and infuriating and I love it.

8. Dex

This scene is delightful. It adds to the character of Coruscant, gives us some tantalizing Obi-Wan characterization outside of the Jedi and the Skywalkers, and sets off Obi-Wan’s incredibly fun Investigator Arc.

9. The Smarty Pants Younglings

Yoda’s inability to answer any question without a riddle is put to good use in this cute scene set in the Temple. While determining the next steps to Obi-Wan’s mission we also learn about Yoda, Obi-Wan, and Jedi training.

10. Kamino

Obi-Wan spends every moment on Kamino sopping wet and utterly confused. It’s one of the best things to ever happen to Star Wars.

Padmé Amidala

Padmé and Natalie Portman are in the thankless position of selling the love story while Anakin is at his most whiny and needy. But she is up to it.

11. “Sometimes there are things no one can fix.”

I love this scene and this amazing line. It highlights Anakin’s vulnerability and Padmé’s kindness, his anxiety and her mettle, his passion and her empathy. Throughout their story, but especially here, Anakin holds nothing back and Padmé refuses to shy away. She finds a lost soul on fire and rushes to embrace it. It’s powerful, it’s beautiful, it’s disturbing, and it’s desperately sad.

12. The Kiss on the Cheek

That little kiss on the cheek is everything. It’s Padmé’s wordless, breathless, mid-battle promise that no matter what (even if they don’t die after all) she loves him. She’s with him. And the latter caress along Obi-Wan’s leg when he joins them on the reek is a similar pledge that they are all three in this together. They are all attached to each other and they all know it – but Padmé is the one who freely shows it because Obi-Wan and Anakin have been conditioned not to. 

13. Her Daughter’s Mother

Padmé falls off the transport on the way to confront Count Dooku, prompting Anakin and Obi-Wan to argue about picking her up or continuing their pursuit. They agree that Padmé would put the mission ahead of her safety. When she wakes up she immediately orders the troops to do just that. It’s a wonderful moment for Padmé and for anyone hoping to catch a glimpse of Leia in her.

Anakin Skywalker

If Natalie Portman’s role in Attack of the Clones is thankless, Hayden Christensen’s is even more so. So-called fans bullied Hayden and his supporters for years for this actually perfect performance of Anakin’s adolescent angst and anxiety.

14. Fidgeting

I discuss this moment in depth here:

Floating random things because he can tells the audience that Anakin is both powerful and flippant. But he’s also fidgeting. I think he uses the ball to get control of his feelings, to give him focus.

Endless Anakin Episode 5

It’s a small background moment of magic that tells us so much about his character.

15. Floating the Pear

This moment is adorable. Another instance of Anakin Force-floating for Force-floating’s sake, he is showing off and, with the line about Obi-Wan being grumpy, indicating he’s willing to bend the rules for Padmé. They both smile big like the very young, very loopy couple in the first stage of love they are. Adorable!

16. Sand

I also discuss this moment in depth here:

After falling to his knees he scrapes the ground and grabs a fistful of sand. The sand grounds him. It’s, as we know, coarse and rough. It hurts and that’s exactly what he needs in that moment.

Endless Anakin Episode 5

This moment is the flip-side of floating the ball and the pear. The Force, his power, his confidence all fail him and he needs to feel something separate from his training, something familiar, and something real.

17. Taming the Reek

My favorite trope of all tropes is taming the dragon you were sent to kill. In many ways Luke does it with Vader, and that moment was foundational to my relationship with fiction. This moment shows that Anakin is not inherently a weapon, that’s his fate but it is not his destiny.

The Romance

Attack of the Clones is a love story. A love story as epic and as tragic as Lancelot and Guinevere, and Romeo and Juliet, and Jack and Rose.

18. “I don’t like sand.”

I break down this scene moment by moment here:

This whole scene is a gift. It’s visually beautiful, it uses their love theme to great effect, and it’s one of Padmé’s most arresting outfits. We see Anakin run a gamut of emotions and we see Padmé struggle with her own. And in context “I don’t like sand” is a powerful speech. What he’s really saying is: I don’t like Tatooine. I don’t like slavery. I don’t like my past. I don’t like how people see me. I don’t like who I am. I like you. I like Naboo. Here even sand is soft. Here everything is easy. I wish I belonged here. I want to belong here. With you.

By the Lake on Naboo

It’s awkward because it’s meant to be awkward. It’s perfect.

19. The Meadow

Attack of the Clones is the prettiest movie and the picnic in the meadow is the prettiest scene. And it encapsulates their romance. Everything is beautiful, bright, soft, and romantic. Anakin is awkward, insecure, accidentally authoritarian, darkly intense, and endearingly youthful. Padmé is confused, charmed, concerned, and aroused. They talk about politics and roll around in the grass. And of course, it brought us the very best meme.

The End

20. The Ending

I have more than once declared this my favorite ending of any movie. It contains everything I love about the prequels: the crushing sense of inevitable destruction and the desperation of clinging to hope and to love anyway. It also has everything I love about the movie. The visuals are both sweeping and focused – Bail Organa’s moment of sorrow lives in my mind forever! The music is phenomenal with a trumpet fanfare over the “Imperial March” that gives way to the haunting beauty of “Across the Stars” for the wedding. The sorrow of war and the joy of romance are side by side. I love every second.

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