Fixing the Prequels: Attack of the Clones (part 13)

part twelve
part eleven
part ten
part nine
part eight
part seven
part six
part five
part four
part three
part two
part one

OK, I’ve been long enough in returning here, so let’s go ahead and finish up with Attack of the Clones, shall we? I should be able to get through all of what’s left in a single post, because we’re up to the final act of the movie, and this is my favorite part of the film, actually. Most of this works extremely well, in my opinion, and this will mostly be more “running comment” than anything else.

Before I do, though, I should mention an interesting post over at, called “A Half-Hearted Defense of the “Star Wars” Prequels”. I find it interesting because at least some of the thought process over there (by John Seavey, the writer of the post) mirrors my own long-held thought about these much-maligned movies. He’s not willing, as I am, to openly proclaim the Prequels good movies, but that’s what I’m here for, eh? And now, back to the film:

Now, when we’d left off, Anakin and Padme’s attempt at rescuing Obi Wan had failed completely, with both being captured after some derring-do in the droid foundry. Padme confronts Dooku (in a deleted scene that I would restore), and now, it’s time for an execution. We see a giant stadium, a coliseum of sorts, which is where the Geonosians put their prisoners to death. It’s a packed house with thousands of spectators, giving us the second consecutive Star Wars film to depict a sporting event in the SW universe. Of course, this one’s a tad bloodthirsty, but so be it. The design of the arena, by the way, intentionally echoes the famed Opera House in Sydney, as AOTC was filmed in Australia (the first SW movie not filmed in England).

Before we get to the executions, though, we have Padme and Anakin being brought together so they can be wheeled out onto the execution grounds. This is where Padme finally admits her feelings for him. It’s a good scene that only feels a bit muted in the actual film because of the narrative missteps Lucas took with their romance earlier in the film, primarily in the Naboo scenes. I’d only alter the scene slightly (my additions in red:


In the gloomy tunnel, ANAKIN and PADMÉ are tossed into an open cart. The murmur of a vast crowd is heard offscreen. GUARDS extend their arms along the framework and tie them so that they stand facing each other. The DRIVER gets up onto his seat.

ANAKIN: I take it your negotiations didn’t go well.

PADME: We’ll try negotiating your way next time.

ANAKIN: I’m not really equipped for that right now. I broke another lightsaber.

PADME: Well, I won’t tell Obi Wan if you won’t. It can be–

ANAKIN: Our secret?

They smile.

PADME: It’s been the Trade Federation all along, by the way. Nute Gunray is here. He’s wanted me dead ever since the invasion of Naboo.

ANAKIN: Someday I’ll make him pay for that.

One of the GUARDS shouts a command, and the others get ready to move.

ANAKIN: Don’t be afraid.

PADMÉ: I’m not afraid to die. I’ve been dying a little bit each day since you came back into my life.

ANAKIN: What are you talking about?

PADMÉ: I love you.

ANAKIN: You love me? You said you couldn’t. That we were too different. That it would destroy me.

PADMÉ: I think our lives are about to be destroyed anyway. My love for you is a puzzle, Annie, for which I have no answers. I can’t control it… but now I don’t care. [This last bit is in the original script, not added by me.] I truly, deeply love you, and before we die I want you to know.

PADMÉ leans toward ANAKIN. By straining hard, it is just possible for their lips to meet. They kiss.

The DRIVER cracks his whip over the ORRAY harnessed between the shafts. The cart jerks forward. Suddenly, there is a HUGE ROAR and blinding sunlight as they emerge into the arena.

This is a really great moment in the movie, the way the camera follows the wagon through the dark tunnel and out into the brilliant sunlit death arena, as the score swells with the film’s love theme. Love this part.

Anakin and Padme are taken to a series of stone pillars, where they are chained up beside a waiting Obi Wan. A terrific exchange between master and student happens here:

OBI-WAN: I was beginning to wonder if you had gotten my message.

ANAKIN: I retransmitted it as you requested, Master. Then we decided to come and rescue you.

OBI-WAN: Good job!

Hayden Christensen’s line delivery there is spot-on perfect: first he’s defensive (“See, I did what you told me to do!”), and then he pauses slightly before having to add the rest (“And then we did something else.”). He says that line in just the way that a student would to a teacher he’s just disappointed yet again.

Padme somehow manages to stick a piece of wire, or a lockpick, or something like that in her mouth before being chained up. This always struck me a bit curiously, but I’ll get to that in a moment. The executions begin, which involve releasing some crazed omnivores into the arena. One looks like a giant lobster, another like a cat whose head is all teeth, and the third is the love-child of a rhinocerous in heat and the Merrill-Lynch bull. Anyway, the creatures lumber toward the three captives – thus giving Anakin the traditional “bad feeling about this” – as Obi Wan tells him to be calm, use the Force, yada yada yada. Padme is already using her chain to pull herself to the top of her column, where she starts to pick her locks.

Here I’d add something:

EXTERIOR: The Archducal box

Overlooking the execution grounds, Nute Gunray becomes quite angry.

NUTE: Your guards let her bring lock picks into the execution!

POGGLE THE LESSER says something.

DOOKU: Be calm, Viceroy. The Geonosians like their executions to take a bit of time. You’re fortunate they didn’t give her a blaster.

Anyway, the executions continue, with Anakin and Obi Wan managing to free themselves, and Padme using her chain to keep the mean cat (hereafter referred to as “Bucky”) at bay, although not before Bucky manages to rake her back with his claws, drawing blood and making the Viceroy happy. Anakin uses the Force to calm the rhino-beast enough for him to actual get on its back and ride it; he thusly saves Padme by having his rhino trample Bucky. Padme jumps down onto the beast behind him, gives him a kiss, and they ride to pick up Obi Wan, who has just hit his lobster-beast with a spear, unfortunately to little effect (the look on Obi Wan’s face when the beast simply pulls the spear out and smashes it in its jaws is pretty funny).

At this point the Jedi make for an escape, but now the Geonosians decide to quit messing around and send in destroyer droids. Things look grim…and that’s when Mace Windu turns up in the Archducal box:

In the archducal box, amid the uproar, MACE WINDU ignites his lightsaber and holds it to JANGO FETT’s neck. COUNT DOOKU turns to see MACE WINDU standing behind him. COUNT DOOKU masks his surprise elegantly.

COUNT DOOKU: Master Windu, how pleasant of you to join us. You’re just in time for the moment of truth. I would think these two new boys of yours could use a little more training.

MACE WINDU: Sorry to disappoint you, Dooku. This party’s over.

MACE WINDU signals, and at strategic places around the arena there are sudden flashes of light as about ONE HUNDRED JEDI switch on their lightsabers. The crowd is suddenly silent. COUNT DOOKU’s lips curl in slight amusement.

COUNT DOOKU: (to Mace Windu) Brave, but foolish, my old Jedi friend. You’re impossibly outnumbered.

MACE WINDU: I don’t think so. The Geonosians aren’t warriors. One Jedi has to be worth a hundred Geonosians.

COUNT DOOKU looks around the great theater. His smile grows.

COUNT DOOKU: It wasn’t the Geonosians I was thinking about. How well do you think one Jedi will hold up against a thousand Battle Droids?

COUNT DOOKU signals. THOUSANDS OF DROIDS start to pour into all parts of the arena.

JANGO FETT fires his flamethrower at MACE WINDU, igniting MACE’s robe. MACE WINDU jumps into the arena. The battle begins.

Now all hell breaks loose. Jedi charge into battle against the droids, but there are just too many of them. Still, it’s a very entertaining battle sequence, especially with two of the three execution monsters still alive on the field. There’s a nice moment between Anakin and Padme:

ANAKIN: You call this ‘diplomacy’?

PADME: No, I call it aggressive negotiations.

During the battle, Jango Fett is killed by Mace Windu, C-3PO’s head and body enter the battle, only to have both fall and later be discovered by R2-D2, who will once again (for the first time, actually) fix the protocol droid. On Jango’s demise: some fans feel that it happens too quickly (something that apparently runs in the Fett family), and while I’d have liked to see him post a little bit more of a challenge to Mace Windu, I like how this demonstrates the difference in skill between Obi Wan Kenobi (who has only been a Jedi Master for ten years) and Mace Windu (whose age is indeterminate, but who has clearly not been a Padawan for quite some time). This never bothered me all that much.

Anyway, the Jedi are worn down by the relentless attack of the battle droids until they are completely surrounded. Dooku offers them a chance to surrender, but Windu replies that they won’t be held as hostages. The die is cast, and it seems that the battle is about to end in slaughter…when Master Yoda arrives with a clone army at his command to save what’s left of the Jedi attack. (I love the line “Around the survivors, a perimeter create!”) The remaining Jedi hop into the clone ships, and they all escape as a massive battle begins on the plains of Geonosis. The Separatists realize that they are now outmanned and outgunned and must make their escape.

Here’s were I’d add a small something:

INTERIOR: Clone gunship.

The gunship is flying in formation with others toward the battle forming where the clone ships are landing. In the distance, Federation ships are starting to lift off. The ship rocks under fire from Geonosian cannons.

ANAKIN is kneeling beside PADME, tending to the wounds on her back from her cat-monster.

ANAKIN: There’s some dirt in here. Hold still..

She winces as ANAKIN cleans the wounds.

PADME: That stings!

ANAKIN: Sorry.

PADME: It’s all right. And I think I agree with you now.

ANAKIN: About what?

PADME: I don’t like sand, either.

He looks at her and sees the familiar mischievous gleam in her eye. Both laugh.

See, that’s why I wouldn’t remove the much-derided “I don’t like sand” line from earlier in the film: because it illustrates something important, and because it can be revisited later on as a source of humor once our characters have been through a lot.

So anyway, plowing through a lot, there’s a massive battle taking place. I’ve seen some commenters on the film complain that in an era of massive space fleets engaging in battles in space, a ground battle seems a bit odd, but I’m fine with it. Why? Well, I could cook up some kind of science-fictional justification, but suffice it to say that…I just think the battle looks really cool, with armies of Jedi and clones charging against armies of droids, and the shots toward the end of the battle when there’s so much dust in the air that the blaster fire makes the whole thing seem hellish, and at one point we can’t even really tell where the clones are and where the Separatist droids are. Almost like Lucas is visually blurring the lines between the Separatists and the future storm troopers of the Empire!

Count Dooku escapes to his private hangar, where he’s about to leave the planet on his ship, but Obi Wan and Anakin give pursuit, which almost comes to disaster when their gunship is hit and Padme falls out. I’ve always liked the moment when Obi Wan has to remind Anakin of where his priorities should lie, especially with Anakin having to push down his passions once more. They reach Dooku’s hangar, where Anakin can no longer restrain himself, charging in to fight Dooku, who flicks him aside with The Force. And then the real battle begins, with Dooku first besting Obi Wan, then besting Anakin (cutting his arm off in the process), and confronting Yoda.

The only thing I would change in any of this is to lengthen it a bit, especially the fight between Obi Wan and Dooku, and between Yoda and Dooku. The Yoda moment is a blast – when I first saw the film, the entire theater erupted into cheers when Yoda came out to confront Dooku, and again when he drew his lightsaber – but it’s over very quickly, isn’t it? Still, it’s interesting that Yoda allows Dooku to escape, preferring instead to save Obi Wan and Anakin from the giant falling object that Dooku had thrown at them. I seem to recall that Yoda later counsels Anakin to set aside his attachments to those he loves, and that Luke Skywalker should sacrifice Han and Leia “if he honors what they fight for”.

I’ve always admired how the duels in the hangar are shot. It’s a dark set to begin with, but then Anakin begins cutting the cables to the lights to darken it even further, to the point where there’s a fairly surreal bit of dueling in which we only see the faces of Anakin and Dooku, illuminating by their flashing lightsaber blades. AOTC, and the Prequel Trilogy in general, never gets enough credit for some of the sheer invention and imagination in the visuals that George Lucas creates.

So the battle ends with the Separatists getting routed, but with Dooku escaping. (And with Anakin jumping up from having his arm chopped off – yeah, he should show a little more trauma there, shouldn’t he?)

Dooku flies to Coruscant, where he meets with Darth Sidious to report that the war has begun. We have a couple of wrap-up scenes now. Obi Wan reports to Mace Windu and Yoda, expressing relief that without the clones, the Battle of Geonosis would not have been a victory. Yoda points out that it was only one battle, and that the larger war has begun. Illustrating his point, we cut to thousands upon thousands of clone troopers in formation, boarding their ships to head off to war, as Chancellor Palpatine and his highest advisers look on (including Bail Organa, who lightly pounds the railing with his fist in apparent frustration that the war he’d hoped to prevent has come to pass). As the armies mobilize, we hear, for the first time in the Prequel Trilogy, a full-throated statement of the Imperial March, making clear that this moment is when the Republic is irreversibly on the path to Empire. It’s a chilling and amazing moment.

And finally we cut back to the lake retreat on Naboo, where, in a scene with no dialogue (John Williams’s love theme is now blasting away) Anakin, who was supposed to just be taking Padme back to her home planet, is secretly marrying her. This, we all know, is not the best idea either has ever had. Their wedding guests are C-3PO and R2-D2 (which makes AOTC the only film in the Prequel Trilogy to have the two droids present in the final shot). It looks like a beautiful ceremony, even if we know it’s pretty much going to result in utter disaster for the entire Galaxy.

And with that, I bring my version of Attack of the Clones to a finish. Next up, obviously, we’ll be fixing Revenge of the Sith, which I’ve already been thinking a lot about. Until then, Excelsior!

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One Response to Fixing the Prequels: Attack of the Clones (part 13)

  1. Jason says:

    I pretty much agree with everything you've written here — the ending of AOTC is very good, in my opinion. I still get a rush at all the lightsaber blades flicking on around the Geonosian arena, and the ground battle is visually awesome even if it doesn't strictly make sense in this universe.

    The one thing I do NOT like is the silly stuff involving Threepio's head. It's just too dippy for my tastes, and I never thought of Threepio as such a dimbulb. In the original trilogy, he was a fussbudget, but he was never an idiot…

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