After the many disappointments that marked The Phantom Menace, one wonders if anyone — like myself — who purports to like the prequel trilogy overall is viewing them through the lens of lowered expectations. I suppose it's possible. But it's also possible that everyone already has insanely high expectations for any movie with Star Wars in the title. Maybe it all balances out.
Attack of the Clones is a notable improvement over The Phantom Menace. It's enough for me to give it a recommendation, albeit a guarded one. This is a flawed movie but ultimately a thoroughly entertaining one that remembers how to get back in touch with its space-opera roots and work as an action/adventure. It excises a number of the big problems that plagued the previous installment (first and foremost Jake Lloyd, and to a degree Jar Jar, who has been diminished if not yet expunged). It also advances the main storyline rather than spending so much time spinning its wheels.
At the same time, it suffers from some of the same problems as all the prequels (puzzlingly dialed-down scenes of exposition; overly convoluted political shenanigans), and even adds some new ones (Hayden Christiansen's whiny performance; some of the worst romantic dialogue ever put in a major blockbuster). But when it kicks into gear in the last act, boy does it.
I'd first better talk about the rise of Chancellor Palpatine, who will eventually go on to dismantle the Republic and become the Emperor. I thought this was one of the better long games in the trilogy, even if it was so murkily handled. Phantom Menace set up the idea of the Sith Lord named Darth Sidious, but the story hadn't gone out of its way to explicitly connect the dots to Palpatine. It was more implied as something we already took for granted. Our familiarity with Ian McDiarmid, reprising his role from Return of the Jedi, was meant to give away the game and make it an exercise in dramatic irony. Palpatine, who seems to everyone like an okay guy, makes all these political moves that seem benign or necessary under the circumstances even as we know they aren't. Watching him play both sides of this very complicated game is one of the things I like about this trilogy. Maybe I like it in theory more than in practice, because there's a lot of convolution around the edges. I still couldn't tell you who actually ordered the creation of the clone army based on what's on the screen. Was it actually the long-dead Jedi Master Sifo-Dyas, or was it Sidious/Palpatine or Tyrannus/Dooku using false identities? Or is not caring the best option because the script is merely being too coy with all these people and their multiple identities and false cover stories?
Dooku's role in this as the head of the separatists only further complicates matters. At one point, Dooku holds Obi-Wan prisoner and basically tells him the entire plot with one inserted lie: That Dooku wants to destroy the Sith when he's actually partnered with him. Still, amid all the confusion, I found myself intrigued by Obi-Wan's investigation into the erased archived logs, his travel to Kamino where he discovers the ominous clone army, his encounters with Jango Fett, and ultimately the conversation with Dooku where the cards are (kind of) put on the table. That last scene carries a stern urgency (unlike many exposition scenes) because of Christopher Lee's and Ewan McGregor's performances.
So despite the fact this probably doesn't really make sense, I enjoy the Chancellor playing in the shadows to start a war against, ostensibly, himself. I'd imagine there are easier ways to expand his power without being the mastermind behind both sides of a destructive war, but they might not be as cinematically interesting.
Aside from my weakness for the mechanics of Palpatine's power play, Clones lives and dies on its set pieces, which continue to amaze in their sheer scale, volume, and exhausting protraction. Toward the beginning there's the in-flight pursuit of the bounty hunter through the sky traffic of Coruscant. Later there's the battle in the rain with Jango Fett on Kamino, then the craziness on the droid army factory floor (where the charm of R2-D2 and C-3PO add a lot to the fun), and the Geonosis arena sequence where Anakin & Co. must escape execution. And then finally the outbreak of a massive battle between droids and clones and the attempt to capture Dooku, which ends with the fight between him, our heroes, and Master Yoda, who surprises with his launch into lightsaber action. (My take on Yoda with a lightsaber: Mostly great, except a little too much on the bouncy-ball stuff, which looks overly animated and silly.)
And while I haven't yet mentioned the masterful sound design of Star Wars (who doesn't love the screech of TIE fighters?), allow me to make mention of it now via the scene where Obi-Wan chases Jango Fett through the asteroid field while avoiding his seismic charges. Sure, the idea of sound in space, let alone gravity-delayed sound in space, defies common sense, but it does not defy cinematic greatness. There's always so much depth and detail in these soundtracks.
So lots and lots of action, all well done. Lucas and his teams still show their technical wizardry and willingness to go bigger and bigger, but without tipping quite over into the excesses of unwatchable mayhem like, say, a Transformers.
Where Lucas is decidedly less effective is as a dramatist and director of actors. Ultimately, this movie is about Anakin's plight and inability to cope with love and loss and how that will lead him to the Dark Side. Unfortunately, Hayden Christiansen's performance is all wrong — too much whiny teenage angst and wooden line delivery. His infatuation with Padme comes off as creepy, and I don't think that's the intention. (I wondered how she could possibly fall for him — other than plot requirements — rather than wanting a restraining order, given his unstable behavior and creeper gazes.) And those romantic scenes and dialogue on Naboo are just brutally, laughably bad. Faring slightly better is Anakin's return to Tatooine in a failed attempt to save his mother, which benefits from signaling the moment where Anakin unleashes his rage and starts on the dark path, while also, in retrospect, tying back into and giving a thematic rationale for the existence of The Phantom Menace at all.
Look, the prequel trilogy is flawed. With each of the installments, it's about where the scales ultimately balance. For me, Episode II is a net positive.