This second entry into the series is less embarrassing but altogether more ordinary than The Phantom Menace. There is less Watto, the greasy ethnic shopowner on Tatooine, and there is much less Jar Jar Binks. C-3P0 takes on the gratuitous comedy relief chores left behind by Binks' absence. Not only has Lucas given us less of him, but he makes sure that Binks does something so characteristically stupid and destructive that audiences have fertile grounds for hating him. By Attack of the Clones, Jar Jar Binks has been appointed senator. Upon being dropped several hints by his peers, Binks dimly suggests Amendment granting Chancellor Palpatine "emergency powers" to deal with the threat of a separatist movement. Basically, it is largely because of Jar-Jar that the Empire is able to come to power. Lucas has legitimized the hatred against the character.

Boba Fett, a character that Lucas has confessed (in one of those VH1 or MTV Star Wars retrospectives if my memory serves right) he was never very attached to as further supported in the beginning of Return of the Jedi where he goes out like an utter punk, is also given a substantial role in the upcoming rise of the Empire. His father Janga Fett serves as the genetic basis for a genetically enhanced clone army that will soon become the Imperial stormtroopers that we know from the original trilogy. Why base your entire army on the genetic material of Jango Fett? I really have no idea; whatever answer I could come up with would have to come secondary to the fact that Lucas wants to have the series' most beloved character carried over into the prequels.

George Lucas has often claimed that these films don't belong to the critics and they don't belong to the fans. They belong to him, and possibly to his children. (Battle for Endor was essentially a birthday present commissioned by a batshit insane multibillionaire for his daughter.) However, the marginalization of Jar Jar Binks and the centralization of Boba Fett (through Jango Fett, we are told that Boba is an unaltered clone of Jango and so they are rather literally the same character), seems to indicate that Lucas has listened to the complaints of the fans and has sought to make amends. Much of Episode II: Attack of the Clones reads as apologia for The Phantom Menace and as an attempt to pander toward the 8-12 "action figure and video game" demographic.

Perhaps the strangest segment of the film is a chase scene between Obi-Wan, Anakin and Queen Amidala's aspiring assassin through a city planet at night. It's well-directed and mildly intoxicating, although more than anything it made me thirsty for a Blade Runner/Lost in Translation double feature. The scene gets down the look of Japanese anime chic, but it doesn't quite get the reflective rhythms of the genre; that is to say that it doesn't get down the texture. It feels a little plastic when placed against the genuine article.

More to the point, it ain't Star Wars. Second to only The Battle for Endor, Episode II: Attack of the Clones may be the most un-Star Wars film in the franchise. Yes, that is including he Star Wars Holiday Special which was certainly terrible, and certainly instantly datable, but had at least restrained the urge to be "hip." Japanese cyberpunk anime, what Attack of the Clones is transparently attempting to be accepted as, that's hip. Traditionally speaking, the Star Wars films were never hip. Star Wars was moronic and cheeseball, but was moronic and cheeseball in a way that subverts formal condescension. It reached you on a base level, the film is "comfort cinema" like a bowl of hot chicken noodle soup is comfort food. The Empire Strikes Back was mature and witty; it took Star Wars and elaborated the details and refined it. Return of the Jedi took Star Wars and simplified it even further, actualizing the mythological underpinnings of the series. We realize that Luke Skywalker does not grow as a character in any of the individual films, but when all three are taken as a whole we see that his growth has been monumental.

None of the Star Wars films are hip. A generation fed on stuff like Attack of the Clones is likely to find Star Wars juvenile and Empire Strikes Back stuffy. I had always thought that Return of the Jedi was the perfect mean between the two, but I now think that this would be rejected as well. Basically, Return of the Jedi would be rejected because of the Ewoks. The Ewoks are not hated just because they are cuddly and cuddly is like so not cool. I think they are hated because they are recognized as a race of noble savages. In rebelling against the Ewoks, the Attack of the Clones crowd is rebelling against Lucas' hippy-dippy grain and granola side and against the naturalist spirituality of the series.

My main critique against The Matrix films is that the Christ figure was played by Keanu Reeves, mentored by Lawrence Fishburne, and both were in sunglasses. These were the guys who were meant to be fighting the machines and protecting human ideals like "love." But they were stoic, hypermasculine badasses. They were positioned as being beyond human limitations, which is to say beyond human emotions, and indeed more human than man. This stoicism is philosophically very different than, say, Yoda's. They don't accept suffering which is the pussy's way out; rather, they refuse to even experience it. The Matrix films are a particularly dishonest and snarky form of pop spirituality. Whereas Star Wars simply places its archetypal heroes in pan-universal terms. The Matrix clouds the issue with tech-speak and obtuse philosophizing while at the same time offering a time-honored, non-controversial moral agenda (machines bad, humans good) that it refuses to cop to. If anybody really cared, they would realize that the Ewoks in Return of the Jedi successfully illustrate the exact same things that The Matrix films attempt to and do so in a lot fewer words and with a good deal more honesty. The machines in Return of the Jedi are machines, and the humans, well, when they are not actually human they are walking teddy bears, an icon that genuinely encompasses those time-honored human values of love and compassion.

Lucas correctly labels Boba Fett as the villain of the series, as the antagonist to all that is good in the Star Wars universe. He does not, afterall, ever remove his mask or costume and thus cannot ever really exhibit emotional affection or human vulnerability. Boba Fett is not one of my favorite Star Wars characters. I do very much prefer Yoda, Chewbacca or Jabba the Hutt. The affection for the character strikes me as painfully primitive. Most bad guys we connect to because there is something naughtily subversive about their wickedness. I always dug Jabba's repulsive sexuality: the way that he smokes his opium pipe, takes naps during pod races, and feeds his fuck toy to his pet Rancor when she refuses sex with him. The Boba Fett cult however seems more interested in achieving this ideal of disaffection than in exploring the genuinely dark corners of the human psyche. Boba Fett is not a subversive figure to this audience, but an aspirational one. I'd be lying if I were to say that the nihilism of the Boba Fett cult upsets me. More than anything I think it simply depresses me. The hipster seems to me to be the ultimate of the whitewashers. Attack of the Clones is not an ugly piece of work, but it's not a beautiful one either. Those searching for identity or meaning in either end of the spectrum are left wanting.

Much of the criticism of Attack of the Clones has centered on how much it resembles a video game. The association really sunk in deep for me late in the film upon seeing a shot of the clone army standing at attention. It looks exactly like those expositional mini-movies that you have to sit through before you can advance to the next level. Attack of the Clones was the first film to be shot on high-definition digital video instead of film. The passage of three years shows that the semblance to a video game is in fact attributable to George Lucas as a creative entity, and not to the competence of his animation crew or the inexperience with this format of the critical community. Robert Rodriguez's Sin City and even Kerry Conran's Sky Captain and the World of Tomorrow were clever in spinning the artificial into the abstract. Lucas, on the other hand, just offers it up straight. I believe that the fans of Attack of the Clones, who loved Star Wars in the same diminished manner that they love anything, value it because it looks like a video game and not in spite of it.

The video game aesthetic is the ideal for the hipster: while it gains nothing it does not risk anything either. That sense of neutrality, of a modest but clean high in what is embraced as "only a movie," is what the hipster aspires to. While the transcendence of a film like The Passion of the Christ reads simply as a purification and accentuation of the transcendence of the original Star Wars trilogy, it translates here as nothing more or less but antidotal. As a matter of fact, watching the film I was shocked to realize that I was pining for the presence of Jar Jar Binks. I actually yearned for some kind of moronic vulgarity to break the monotony of the picture's antiseptic banality.

While I blame Lucas' misguided fan base for the diminished quality of Attack of the Clones, I can't help but think that their agenda aligns closely with Lucas' own. When he was being interviewed for a part in American Graffiti, Ron Howard told the director that he was going to film school. Lucas' excited response was that he should really investigate the animation department, because there you can concentrate on the filmmaking instead of working with actors.

There is a moment in the original Star Wars that really stuck out for me while watching these two prequels. After breaking into a control room and sounding off the alarm, Han Solo tries to square the situation with security by impersonating a stormtrooper. There is something sort of natural and spontaneous about Harrison Ford's performance in this scene. The moment never really meshes with the style of the rest of the film, which is naively overacted. I can't help but think that it slipped under George Lucas' radar, because I haven't seen anything like it since. I suppose the implication is that Lucas is divorced from what it means to be human, and I certainly cannot and will not defend him against those charges. But his distrust of actors could equally be attributed to the fact that it's difficult for him to make his actors' performances his own. I've described what Lucas does in these films as "hyper-auteuristic" and I still have yet to find a better term for it. These films seem to be exactly what he wants them to be, so much so that it is the original trilogy that he changes to form continuity.

What frustrates Lucas about the originals is the very thing that I think elevates them (especially The Empire Strikes Back and Return of the Jedi) to the level of masterpieces. They are collaborative works, created by many people who have interests and agendas beyond that of the Star Wars universe. Rather than tearing the series into seven hundred different directions, this collaborative effort ensures that the series retains a simplicity and purity (the storylines of Empire Strikes Back or Return of the Jedi could be summarized in a clean hundred words or less) that makes them accessible to everyone.

Lucas' development of this all-digital format of filmmaking grants him the ability to make animated films that look like live-action films. Live action for him is simply a certain look or attitude; he understands that actual animation implies a certain abstraction, a distance between the audience, and he wants his film to retain the weight of a live-action film. But he also wants the complete control afforded to the animator. Yes, animation is collaborative as well, but the creative elements aren't nearly as balkanized as they are in live-action. As Alfred Hitchcock was fond of saying, and as Lucas would be quick to agree as indicated by the Ron Howard anecdote, animators have the best casting system; when they don't like an actor they just tear him up.

The fully-CGI Yoda figure that we see in the film is very convincing and extremely well done, but still doesn't look anywhere as good as the puppet. A lot of people complained when the 1998 version of Godzilla came out that the filmmakers shot it really dark, as if they didn't want you to be able to make out how shoddy their special effects were. Fine point, but when seeing these special effects in broad daylight, little is accomplished other than showing how shoddy the special effects are. That and how arrogant the filmmakers are, a less appetizing alternative in my opinion than the cheap sleaziness implied in hiding them deep in the shadows. The original trilogy saw the future as "used," but in the prequels everything is new. Literally, computer generated and spun from thin air. There is, I'm sure, a clear narrative purpose behind the discrepancy. The under-funded Rebellion can only afford to use previously-used things, and the Empire no doubt seeks to feed into patriotic fervor by keeping its constituents poor. Still, the thing about the "used future" is that it suggests a past, providing a sense of depth where there might otherwise be none. The prequels show us what was only remembered in the originals and thus exists in a present that is incapable of having a past. There is then no suggestion of depth.

The romance between Anakin and Amidala feels harshly perfunctory, as if Lucas is trying to get it out of the way. I guess I understand what Anakin gets out of the relationship. A former slave, Anakin has aspirations to get as far away from Tatoonie as possible and Amidala's blue blood seems to represent everything Tatoonie is not (i.e. his infamous speech contrasting her skin to grains of sand). But I don't know what Amidala gets from him. She's a strong, intelligent woman who believes strongly in the integrity of the Galactic Republic. And yet she compromises her core values and pretty much throws everything away for Anakin. I can believe that women like this exist. In a piece published in Film Comment, for my money the best defense of the film to date, Kevin Smith talks about how he recognized women like this from high school. They seem to have everything going for them, and yet they're helpless when it comes to their asshole boyfriends. But here, it seems that Lucas has idealized all the human weakness out of her. Studying the character, I fail to see the lack of self-esteem that would at all suggest or justify her relationship with Anakin. She's falls in love with him for no other reason than to set the stage for the original trilogy.

Well before the prequels were released, Peter Biskind wrote a harshly critical but very funny essay on the Indiana Jones and Star Wars series, immortalized in his collection Gods and Monsters: Movers, Shakers, and Other Casualties of the Hollywood Machine . Biskind helped originate, I believe, the idea that Jaws destroyed American cinema. (He was close, in all actuality; it was Indiana Jones and the Temple of Doom). Here, he focuses on the fear of sexuality in both series as evidence of their infantilism, identifying it most memorably in the vaginal sand monster in Return of the Jedi.

Of course, I think that Biskind is on to something, but none of this really sunk in deep for me until this installment. I guess I could accept that Anakin was a virgin birth; it could be justified as simply a graceless grasp toward establishing a parallel with Christian mythology. But when Boba Fett is asked to go get his father Jango, after having just been told that Jango requested an unaltered clone just for himself... well, then it just gets weird. The only reason that I can imagine that Jango requests an unaltered clone of himself is so that Boba Fett can be shoehorned into the prequels. But why does Boba have to be a clone? Why does Lucas have to rule out sexual reproduction altogether?

Steven Spielberg was accused of dropping the ball with Artificial Intelligence, eliminating the phallic architecture in Stanley Kubrick's original conception and significantly cleaning up the character of "Gigolo Joe" in order to score a PG-13 rating. (For Spielberg, the only two things that justify an R-rating are Nazis and slavery). Still, he's not as sexless as George Lucas. Lucas' futuristic city doesn't suggest even the faintest trace of a red light district, a decision which effectively dilutes the feeling of the City as gesellschaft. Did I mention that the movie just made me hungry for a double bill of Lost in Translation and Blade Runner?

The sexlessness of Episode II is just a surface target, the problems underlying the sexlessness are its visceral blandness, its lack of any real emotional complexity, and its detachment from humanist concerns. Lucas, it seems, would rather play with his toys than with girls, a deficiency that lends itself to a very cold film.

I know that lowering my standards accomplishes nothing, but taken on the terms of a video game and not a movie, Attack of the Clones is not bad. It may even be good. I retain my original observation that George Lucas is a pretty good director and a pretty bad screenwriter. A chase scene between Obi Wan Kenobi and Jango Fett, where Fett tries to knock Kenobi off his tracks with several "sonic blasts" is pure butter, and Lucas nails the climactic battle between the Jedi army and the Separatist droids. It's a thrill to see the Jedi, outnumbered five to one, kick some serious ass.

But I was somehow less impressed this time around. I am convinced that this decade will be remembered as the age when pretty much anybody could make a movie. That is not necessarily a good thing. I am not really as concerned that people who shouldn't be making movies are making them, as I am that people will be making movies that don't have anything to say. Martin Scorsese says that this is really the central problem with the film school kids; diplomatically, he says that that was also his central problem when he was starting out. There is getting to be a glut of visual excess on the market, but artistic intelligence still remains in very short supply.

However, when comparing Attack of the Clones to something like Van Helsing we see that Lucas at least retains things like character arcs and a storyline. Probably more importantly, when comparing it to something like The Matrix Reloaded we see that the shittiness of Lucas' dialogue, the poverty of his taste, and the broadness of his thematic content helps to defend against hipster assimilation. Attack of the Clones is weak and diluted Star Wars, but it is still Star Wars. I guess that it's "bad," but it is "bad" in a way similar to the original Star Wars films: operating on a wavelength below ironic condescension and working on a base, primitive level. Despite showing definite leaning in that direction, the film ultimately never becomes as convoluted, pretentious, and ultimately hypocritical as the Matrix films. It's just too damn goofy.

Both the nadir and the zenith of Attack of the Clones is the lightsaber fight between Yoda and the villainous Count Dooku. It perhaps summarizes everything that I love and hate about the prequels. On one hand, I am horrified to see a figure as iconic and spiritual as Yoda being reduced to such vulgar terms. On the other hand, I laughed along with the audience when I first saw this, and the laughter wasn't really derisive but rather joyful. To some degree, I suppose, the audience response has been contaminated by a germ of postmodern distance. The scene possesses a self-knowledge that was definitely lacking in the original Star Wars. (This is even heavier in a groaner of a throwaway line by Obi-Wan to Anakin: “Why do I get the feeling you're going to be the death of me?"). Generally speaking however, this scene seems to operate on a level below that of camp, much like the original Star Wars. It tickles our inner idiot, or if you will our inner "child"; vibrating in that base, primitive way.

There is still some racism in Attack of the Clones, enough to give it an ugly, phlegmy kinda spice. Watto and Jar-Jar still have a couple lines, and Lucas here introduces the pan-ethnic short order cook "Dex" to whom Obi-Wan goes to get some information. This kind of scene is a staple in film noir, the hero seen commissioning help from racial undesirables to help better establish his "street cred" to the audience (see: Kiss Me Deadly, Blade Runner). But Lucas also makes good in bringing underexposed minorities to light in a few small but major roles with little comment or self-congratulation. Jango Fett is played by the Pacific Islander (Kiwi) actor Temuero Morrison. Queen Amidala resigns to be a mere senator, and the new Queen is played by an Asian Indian actress. I can’t say that I’ve seen many Pacific Islanders or Asian Indians in roles that weren't defined entirely by their race.

An earlier review of this film, published on Epinions way back when, talked a good deal about Anakin Skywalker's decision to join the Dark Side. I was fairly fresh off Sam Raimi's milquetoast Spider-Man film, where the title character discovers that with great power comes great responsibility and by the end of the film understands how to use it. I felt that Spider-Man said what Attack of the Clones actually showed. The Star Wars films have often been accused of simplifying complex issues into black-and-white matters of "good and evil." That's quite true, but only to a certain extent. The films are heavy and intricate enough that soon we are forced to define what "good" and "evil" really mean within the context of the film.

The film sees "evil" as a plausible moral decision. After Anakin's mother is kidnapped by Sand People, he tracks her down to their camp, watches her die and then slaughters every Sand Person there. If all the Sand People were eliminated that would ensure that nobody else's wife or mother would be taken. That is certainly a solution. What's more, Anakin has the ability to actually make this happen. The film, of course, has very clear parallels with Bush-era America in showing the stirrings of a police state where liberty is freely surrendered for security. "Evil," defined as the existence of a police state and the commencement of genocide, is entirely functional. Anakin argues that the Republic is ineffectual at initiating change, and of course he's right.

But while I will maintain that the film is grayer and more complicated than Spider Man, and while I appreciate Lucas' overt references to John Wayne's The Searchers (the montage filmmaker, I think, is often able to tap into broadly universal themes much more directly than those who are purely original), I have to confess to finding this aspect of Attack of the Clones somewhat underwhelming. This is thanks, of course, to having seen and reviewed in very great depth The Empire Strikes Back and Return of the Jedi, both of which covered this same material and did so with considerably more intelligence and economy.

The fact that Attack of the Clones is much more sophisticated than Spider-Man is made rather insignificant when you reflect that The Empire Strikes Back and Return of the Jedi are much more sophisticated than Attack of the Clones. In all truthfulness, the affection that I hold toward Attack of the Clones is likely residual from the original trilogy. Put to rigorous objective testing, I am sure I would discover that, while short of being worthless, it's really not very good. In the grand spectrum of things, it's better than The Ewok Adventure which had more Star Wars DNA but was objectively a worse film and it's hella better than The Star Wars Holiday Special and Battle For Endor. But… if I hadn't seen Episode III: Revenge of the Sith already, I would probably be forced to affirm that the series is on its last legs.