# A B




Star Wars: Episode II &emdash; Attack Of The Clones

review by Zach B.




MPAA Rating: PG (For sustained sequences of sci-fi action/violence)

Running Time: 142 minutes

Starring: Ewan McGregor, Natalie Portman, Hayden Christensen, Ian McDiarmid, Samuel L. Jackson, Christopher Lee, Anthony Daniels, Kenny Baker, Frank Oz

Screenplay by: George Lucas and Jonathan Hales

Directed by: George Lucas


Studio: Fox

Retail Price: $19.98

Disc 1:
Audio Commentary with Writer/Director George Lucas, Producer Rick McCallum, Editor/Sound Designer Ben Burtt, Pablo Helman, Animation Director Rob Coleman, Visual Effects Supervisor John Knoll and Visual Effects Supervisor Ben Snow
Disc 2: Theatrical Trailers, TV Spots, "Across The Stars" Music Video, From Puppets To Pixels: Digital Characters In Episode II, State Of The Art: The Previsualization Of Episode II, Deleted Scenes with Optional Intros, Featurettes, Web Documentaries, Films Are Not Releated; They Escape featurette, Episode II Visual Effects Breakdown Montage, R2-D2: Beneath The Dome Trailer

Specs: 2.35:1 Anamorphic Widescreen, English Dolby Digital 5.1 EX, French Dolby Surround, Spanish Dolby Surround, English Subtitles, English Closed Captions, Chapters (50 Chapters), THX Certified, Two-Disc Set

Released: November 12th, 2002



It seems that all eyes were on George Lucas after delivering 1999's "The Phantom Menace," his first of the three new "Star Wars" prequels. Despite the film breaking box office records (it is currently ranked as the fourth top grossing film of all time in the United States), critics were kind but disappointed and the fans... hell, even if they spent money to help the movie break way beyond 400 million dollars, they were not afraid to voice their opinions. (Jar Jar sucks, Anakin is annoying, where's Chewie, etc.) And for most of them, the word "disappointed" will probably remain one of the greatest understatements of all time.

Even if "The Phantom Menace" was going to go down as one of the worst movies of all time (even if it wasn't really THAT horrendous or anything), below the horrible depths of such esteemed works as "Ishtar" and "Freddy Got Fingered," any kind of Star Wars fan would be lying to you if they said they didn't even have the slightest little bit of interest in seeing the next prequel. How could they not? Whether you lost faith in Lucas in 1999 or was still hoping to see if he had any tricks up his sleeve, it was pretty much a given that core audience had to wait on line all over again, see how the story builds up and if there was anything worth being entertained by this time around. Those rabid cult fans MUST support their religion as they must support their leader. How could they possibly turn away something new on film that directly deals with their favorite saga of all time?

Despite many opinions that the second prequel was vastly improved and superior to the first episode, reaction was largely mixed, especially among the fans. What I found quite amusing was that despite critics saying "Attack Of The Clones" was a much more cohesive and better experience than "The Phantom Menace," they bashed the crap out of it, many of them even giving it lower marks than what they gave "The Phantom Menace." Fans were pretty divided too. Some, like when the first prequel debuted, downright hated it and were quite disappointed. Others loved it and warmly embraced the next chapter, taking note of the various improvements.

However, it seems the former won out: Anakin's growth to the dark side struggled to pass 300 million at the box office. While that is definitely an impressive number that very few films have achieved, it's still a far cry when compared to Episode I's overall take over 430 million domestically. I guess fans didn't want to go back again and again to see it, and their opinions hit people quickly.

So, in spite of all this madness and division with the fifth entry into the "Star Wars" saga, what did I think of the film? I really enjoyed it, and I thought it was a more entertaining experience than Episode I. While I didn't absolute hate "The Phantom Menace," I did find it disappointing in a few areas. Personally though, after seeing Episode II, I did find myself appreciating the first chapter of the saga more as it really did set the whole groundwork for the series.

While some will always disagree, I found the plot to Episode II much superior and riveting in comparison to Episode I. Those of you bored with the Trade Federation and politics last time around probably enjoyed the story more this time around. Taking place ten years after the events of Episode I, Anakin Skywalker (Hayden Christensen) is in training to become a Jedi knight from his master Obi-Wan Kenobi. The two Jedi are brought to protect an old acquaintance, that being Padmé (Natalie Portman) after an attempt is made on her life. Anakin becomes incredibly infatuated with his old acquaintance, and the two begin a forbidden love affair. Meanwhile, Obi-Wan stumbles upon a plot concerning the creation of a clone army, which ties into the mystery of a gap in a star system and a fallen Jedi master. All of this, naturally, leads to the massive Clone War &emdash; and everyone's favorite green Jedi master showcasing a knack for lightsaber fighting and backflipping.

Since "Star Wars" movies are basically massive love-hate tug-of-war discussions between overexcited fans, I'm probably better off addressing the consensus of criticisms that have been bestowed upon the second prequel for this review. Personally, I think the film's plotting is much tighter this time around. The storyline is definitely more appealing, probably because it's not so much about galaxy politics, but involves the Jedi and a growing conspiracy which effects them and has more of the dark side. Lucas nicely intertwines the plots and characters together, particularly when it comes to Obi-Wan's plot, as there is some cleverness in how the Clone Wars get started. Still, that's not to say it's perfect &emdash; I felt the story could have been a little darker even, and perhaps have more detailed motives added to some of the characters.

As far as the dialogue, it still isn't fabulous but I think it's a lot less clunky than in Episode I. This time around, Lucas had a co-writer work with him (Jonathan Hales, who wrote for "The Young Indiana Jones Chronicles"), so that could explain what I felt were improvements. Make no mistake though, there are plenty of dumb and stiff one-liners and quite often the dialogue is too direct. Some might enjoy that some dialogue ends up foreshadowing what happens in later episodes, but a subtle approach to some lines might have worked better.

Then there's the love story, which it seems like nobody can really stand. While I wouldn't call it a fully-fleshed and developed romance, I didn't find it boring nor incredibly awkward. It works for what it is, and that is Lucas' vein of paying homage to the serials of his youth (read: serials were often a bit bit corny and melodramatic with that kind of thing). The growing love between Anakin and Padmé is pretty even and well-paced, and has the proper stepping stones: romantic tension, full-blown love and their realizations that they are taking a risk and the possible consequences, because what they are doing, since the Jedi are forbidden to love, is wrong.

To Lucas' credit though, he is definitely a lot more confident as a director this time around. On the visual level, the movie sure looks excellent &emdash; plenty of detailed establishing shots, dynamic camera movements and all those wipes. Yet the film is well-paced and is always pretty thrilling and enthralling, and it never becomes boring or annoying. There's also a bit more emotion to it this time around, as the seeds are planted for Anakin's ultimate transformation. Seeing Anakin's anger grow, and his temper flare, is fascinating stuff &emdash; it's not the same "kiddie" Anakin from last time. Lucas also gives the fans what they're looking for: other than the famed Clone Wars, the incredibly popular Boba Fett is introduced, there's a glimpse of the plans to the first Death Star and Lucas even makes some interesting parallels to the original trilogy. (Though am I wondering how come Uncle Ben doesn't recognize C-3PO and R2-D2 in Episode IV... so much time passing, I guess?)

Another major part that makes Episode II so engrossing is that it is probably the most action-packed Star Wars film yet. The action sequences are really wondrous, and it's hard not to be entertained by them. Even though most of the attention has gone to the lightsaber battle with Yoda toward the end of the movie, the rest of the film's action is just as spectacular. The speeder chase toward the beginning of the movie lasts a wonderful length and is executed flawlessly, while Obi-Wan's duel with Jango Fett is a lot of fun too. The special effects and production design work in the movie are some of the best I've ever seen in a movie (not that expectations should be low &emdash; this is Star Wars and Industrial Light & Magic after all).

The acting is pretty good too. I thought Ewan McGregor did a solid job as Obi-Wan in Episode I, but he's even better this time around as he grows into the role (he has the best performance in the movie). Natalie Portman is perfectly fine and better here too &emdash; probably because she doesn't have to use that silly Queen accent at all. I still wish Samuel L. Jackson had more to do, but Christopher Lee captures the sinister Count Dooku to a very enjoyable degree. Ian McDiarmid gets a bit of an extension in his role and is always good to watch, and Anthony Daniels is still C-3PO and provides the film with its more family-friendly comic relief (as we've all expected). Of course, there's also the masterful Frank Oz. And while he no longer controls Yoda (who is all computer generated now, semi-unfortunately), Oz's now-classic voice gives the character a heart and soul.

But like many though, I felt the main problem when it came to the acting was with Hayden Christensen. I felt more comfortable with him as the movie went on, but he was much too stiff and awkward at times. He's suitable and passable enough, but I think there needed to be a bit more subtly to the acting. Anakin is still on the light in this episode despite straying a little, but I think the movie could have had a greater effect if Lucas cast somebody who could give Anakin more hints of darkness, to be more seductive and even more angry. Nonetheless, I have this feeling Christensen will be great in Episode III which is where he'll need to amp a lot of those emotions up.

My nitpicks aside, I really enjoyed Episode II. It's quite entertaining, and Lucas achieves yet again what he originally envisioned for Star Wars: a fun time at the movies that captures the excitement and energy of the serials he adored as a child. Lucas extends the mythology and themes to his universe, and with Episode II, a more clear sense of Lucas' vision for the prequel trilogy &emdash; as well as the entire saga &emdash; is unveiled. It still may not exactly be like the original Star Wars movies, but with the amount of energy and creative force that's pumped into the second prequel, it certainly captures many of the elements and some of the spirit that made people fall in love with a galaxy far, far away a long time ago.


"Attack Of The Clones" is presented in a beautiful 2.35:1 anamorphic widescreen transfer, which was created and captured directly from the digital source &emdash; which is another first (and in case you are wondering full screen version is also available). Right off the bat, this transfer is a pretty noticeable improvement over "The Phantom Menace" &emdash; which is saying a lot, since that DVD transfer was superb. Anyway, there isn't really a lot to complain about here: there is a little bit of noise at times and some edge enhancement. Other than that, this transfer really is perfect. Fleshtones are warm and look pure, detail is phenomenal and the color saturation really hits the spot: the film's varying color schemes (be it spaceship interiors or the yellows of Tatooine) are vibrant, and there is no bleeding to speak of. Black levels are perfect too, and overall the picture quality is incredibly sharp and looks incredibly natural &emdash; the force is with this transfer indeed (sorry, I couldn't resist).


It shouldn't be a surprise that "Attack Of The Clones" gets the rare perfect score in the audio department. Let's face it: home theaters were meant for movies like this. As expected, the film's immense and memorable action sequences come together rather beautifully on its 5.1 Dolby Digital EX mix. This is a pretty aggressive mix that uses the rears remarkably well, but thankfully the mix isn't too overblown. The surround effects are very discrete, and there's plenty of imaging and panning. The chase sequence toward the beginning of the film gives off quite the rush, and the film's elongated finale that feature the beginnings of the Clone Wars will make you feel like you're caught in all the action. And of course, all the sounds from the droids sound crisp, the lightsabers swing sharply and the gun blasts make quite the impact.

The rest of the sounds come in great too, and integrate perfectly well with the action. Dialogue is easy to hear and is clear, and John Williams' score definitely embraces the speakers warmly. The subwoofer, of course, also gets time to stand out. In my opinion, this mix even slightly edges out "Episode I," which is widely regarded as perfect home theater demo material. Not that I need to tell you again, but this is definitely one of the best 5.1 mixes out there. I'm sure some of you will be disappointed that there's no DTS again, but trust me, the EX track is so good that you won't be missing it. Also included is an Spanish Dolby Surround track, a French Dolby Surround track, English subtitles and English closed captioning.


You know you were going to buy this movie if there was nothing on this disc set at all, but Lucas sure wants to please his fans, and rightfully so. Episode II's extras certainly are on par with Episode I's as far as quality (not that you should have been worried in the first place), but you get slightly more in content this time. There's only one extra on disc one, and that is the Audio Commentary with Writer/Director George Lucas, Producer Rick McCallum, Editor/Sound Designer Ben Burtt, Pablo Helman, Animation Director Rob Coleman, Visual Effects Supervisor John Knoll and Visual Effects Supervisor Ben Snow. This is a pretty strong and expertly edited track (I believe Coleman, Knoll and Snow are together). Lucas, while giving plenty of details about the film's technical challenges, also wisely gives focus on the story, his characters and how the movie ties into the other "Star Wars" movies. McCallum gives plenty of interesting production stories and everybody else basically gives their input on the technical expertise they know best, what they did exactly, thoughts on the movie and how all of that comes into play. "Star Wars" freaks are bound to listen to this track, and I think it'll give them some good insight onto the film's many subtle touches.

The rest is on the second disc. First off are the Theatrical Trailers and TV Spots. The four trailers ("Breathing," "Mystery," "Forbidden Love" and "Clone War") are in anamorphic widescreen and English Dolby Surround, while the twelve TV spots are in the appropriate full frame ratio. There's also the Across The Stars Music Video in anamorphic widescreen and English Dolby Surround, which mixes footage from the film and footage of the London Symphony Orchestra performing under the guidance of the great John Williams.

The Documentaries section houses two documentaries, both in anamorphic widescreen. The first, From Puppets To Pixels: Digital Characters In Episode II lasts about 52 minutes (and is chapter encoded) and is an excellent look at the technological evolutions that have taken place since the making of the original Star Wars trilogy. Featuring animation director Rob Coleman and many Lucasfilm artists and technical people (plus Lucas himself), the documentary shows the creation of the movie's digital characters, and brings focus to the somewhat controversial change of Yoda being a puppet for the past three movies, and now becoming a fully CGI character (which is a very delicate task). The documentary is a bit on the technical side, but it's still incredibly engrossing &emdash; especially if you're a fan of those documentaries that lack interviews and are strung together from moments of "being there."

The second documentary, State Of The Art: The Previsualization Of Episode II, lasts only 23 minutes but also is very worthy of a viewing. This piece is a bit more typical, as far as using interviews, music cues and clips from the movie (not that it's such a bad thing). Lucas, Rick McCallum, Coleman and visual effects supervisor Ben Snow, visual effects supervisor Jon Knoll, pre-visualization supervisor Dan Gregoire, concept design supervisor Eric Tiemens and concept design supervisor Ryan Church. This documentary is also a bit on technical side, but gives a strong look into just how much work and effort goes into creating the worlds and special effects of the Star Wars movies and uses three sequences for examples (the speeder chase, Droid Factory and the Clone War) &emdash; all the way from storyboards, computer animatics to the final film. There are also some nice comparisons in how original effects were achieved in the first trilogy and what's being done in the new one. The documentary also showcases just how much of a perfectionist Lucas can be (that's not such a bad thing either, but I'm sure plenty of you disagree).

Like Episode I, Lucas has finished eight Deleted Scenes for the DVD release of Episode II &emdash; complete with optional introductions from famed editor and sound designer Ben Burtt, McCallum and Lucas, all who justify the cuts. The scenes aren't terrible, but in essence, they probably would have slowed down the movie and wouldn't mesh totally (the scene where Anakin meets Padmé's folks is a little strange). Other than the scenes looking pretty on par with the final film, they are indeed in anamorphic widescreen and 5.1 sound. The scenes total about 12 and a half minutes. Enjoy!

Three Featurettes are included. The first, "Story," lasts nine minutes and has Lucas setting the stage for Episode II. McCallum says a few words, and most of the actors add comments that focus on their characters and motivations. "Love," lasting about ten minutes, focuses on the movie's love story (you knew that). Portman and Christensen talk about the love plot, while Lucas explains how this substory is "condensed" and isn't like Han Solo and Princess Leia's, which was stretched out for three movies. This featurette shines thanks to the talk from others behind-the-scenes, such as John Williams (who talks about his love theme for the movie) and costumer designer Trisha Biggar. Also chiming in are McCallum, Ewan McGregor and Samuel L. Jackson. Finally, "Action" &emdash; lasting about eight minutes &emdash; explains the movie's various action sequences. Lucas, McCallum, the actors (including Christopher Lee) and stunt coordinator Nick Gillard more or less explain the stories leading up to the action, and talk about their excitement In all three of these, there are plenty of clips from the movie and the featurettes are in anamorphic widescreen.

Just like the Episode I DVD, there are 12 Web Documentaries (in anamorphic widescreen) that were originally featured on starwars.com. Each last a few minutes, and are of quality of what else is on the DVD &emdash; which is mean you get a masterful look into different parts of Episode II's production. Many topics are covered &emdash; such as ship designs, casting, digital filmmaking, special effects, sound effects creation, costumes, the action sequences and more. Depending on your tastes in film production, you're sure to like some of these better than others but the point is clear yet again: the amount of talent and work that goes to creating a "Star Wars" movie is immense.

Finally, the Dex's Kitchen section has three Still Galleries: one of production photos, one of one-sheet posters and one for the international outdoor advertising campaign. In the actual Kitchen, three more little video goodies round things out. Films Are Not Related; They Escape is a 25 minute look at creating sound effects for Episode II. Lucas talks about his comments concerning sound in movies, but the main focus here is on sound designer Ben Burtt, who has become a bit of a legend in his own right. Burtt explains his process, and we see footage of the man creating sounds for the new trilogy as well as the old one. We also hear from other sound people working on the movie too. In short, very fascinating stuff in how these sounds are captured, designed and put to the film.

Episode II Visual Effects Breakdown Montage is only three minutes, and is basically reels of visual effects coming together element by element (all set to a catchy techno beat). R2-D2: Beneath The Dome is a 6 minute "trailer" for a supposed mockumentary about everyone's favorite R2 unit. It's pretty hilarious, as the tongue is firmly in cheek as we see the robot's rise to Hollywood stardom (Lucas pals Spielberg and Coppola are big fans). Finally, there's a weblink to starwars.com


It still isn't quite like the old "Star Wars," but I felt "Attack Of The Clones" was a marginal improvement over "The Phantom Menace" (which I happened to enjoy) and did capture in some ways some of the spirit of the original trilogy. Certainly though, the movie continues the groundwork laid out in "The Phantom Menace" but definitely achieves a different tone &emdash; this movie isn't as clunky and is more action-oriented.

I am actually surprised that Episode II made it out on DVD this quickly, that being a mere six months after its theatrical debut. I know this makes me happy, and I'm pretty sure fans are also excited by this news. But maybe I shouldn't be so taken aback by my own reaction. I must commend Lucas for thinking of the fans ahead of time and giving them what they would expect (perhaps he wanted to avoid controversy?). This certainly isn't a DVD release that can be put together in an average timespan given how much work must have gone into most of the supplements, so we should probably be thankful for Lucas and his team for putting out such a great product in a very timely manner. Overall though, this is really is an outstanding package: the transfer is nearly flawless, the 5.1 EX mix is reference quality and the supplements are pretty grand. If you're a "Star Wars" fan... of course you're going to buy this, even if you did happen to dislike the movie.