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This was the only one of the prequels I didn't see on or very close to the release date. Funny, because it's turned out to be my favorite of all the Star Wars films.

From my perspective (I was a sophomore in high school), I don't recall the hype and anticipation for the film being as great as it was for The Phantom Menace. This time around, it wasn't brought up in class on the day of its release and rarely mentioned in casual conversation. I was pretty pumped about it, though. I had been visiting StarWars.com and 's news page very, very frequently in the few years leading up to its release; the televised premiere of the final "Clone War" trailer that March had overtaken my imagination; and I happily spoiled myself silly when I downloaded the leaked soundtrack a month or so before the film's release.

I eventually saw the film with my older brother (whose Star Wars fanaticism had faded over the years by then). However, I remember being somewhat disappointed by the film. I think it had to do with the influence of some initial reactions from the internet and the considerably stepped-up use of CGI. This disappointment with the film continued past its DVD release and I found myself not caring when that rolled around.

But then, something unexpected happened. My older brother bought me the DVD of the film as a gift for the holidays. And then I sorta rediscovered the film in the few months following that and saw it with new eyes after a prolonged break from all things Star Wars. It also helped that I happened upon some very positive and critical essays about the film around this time. But apart from that, I began to really appreciate its classy cinematography; the angsty, relatable characterization of Anakin Skywalker; the love story's repressed sexuality; the sublime intercutting during the finale; the lightsabers-in-the-dark duel between Anakin and Dooku; and its general heralding of a new age of digital filmmaking.

And my feelings toward the film haven't really changed since then. And I'm happy about that.

Feel free to share your memories of the film, the experience of its release and post cool online memorabilia.

I dunno' bout it being a 'favorite', as it ranks in the lower third of my all-time SW rankings. But that still puts it above a lot of other (non-SW) movies, so it isn't an insult er anything either.

While not a favorite SW film, it has some of my favorite moments.

-the opening few minutes, and the introduction of a much more fleshed-out Coruscant, the design and sound of the naboo cruiser flipping over and gliding through the clouds and traffic. Fantastic.

-Kenobi-dash out the window. OMFG I almost yelped like a girl when that happened. Great shot. And the chase sequence that followed, right up to the dialogue "she went into the club master", fucking epic.

-Amidala looking hot, and old enough for me not to feel 'too creepy' about noticing.

-Yoda fights! Kinda more spastic, hard to follow, and somewhat less exciting on multiple replays than the initial viewing, but still a great moment there.

-the ambiance and atmosphere (visually, not the effing rain) of Kamino. The Kaminoans, the clones, and the plot-as-laid-out, not saga highlights for me. But the place was amazing!

-Slave 1, in like-new condition, was a sight to behold for any kid who grew up trying to imagine a way to make their Kenner version of the ship real. Great stuff.


Most of what I could say I like about AOTC is wrapped up in design, or elements of action that I thought was smart and/or exciting. Unfortunately, this is where the story of the PT falls apart for me. The characters, the actors playing them, the overall sense of where the PT is headed, all went down the tubes, for me, by the end of AOTC. I think by the time the asian-girl-jedi gives her useless right-cross jedi hand-wave, while posing uselessly with saber, in the arena sequence I had given up on caring where this was all going.

Still, fun to watch. Thanks for posting!

Those puzzle pieces that came in Frito-Lays, the ones that you could hold up to the light to see the character, were pretty sweet. Find the gold Clone Trooper!

Episode II was the first film I saw in a digital theater. That was a shockingly great experience. I saw it four or five more times that summer on celluloid but those couldn't compare to that first viewing. I definitely remember thinking that this was the movie we should have received in 1999. Much darker, more serious in comparison to Menace. Plus it contained the Clone Wars, seismic charges and FUCKING YODA doing battle.

I do think it's the weakest, story-wise, in the entire series. I blame Hayden and Natalie's flat performances on the director rather than them. If you want to see an emotional kid convincingly turn to the 'dark-side,' go watch Chronicle. That was done much better within half of one film than Lucas did in three.

Wow, I was thinking about this yesterday. I was in 7th grade. I followed every single post on TFN and starwars.com leading up to Episodes I and III but not for II. I first saw any new info on that great teaser screened before Monsters, Inc. It looked NOTHING like Phantom Menace, plus it was my first glimpse at the digital Yoda.

My stepdad took me to see it opening weekend and it was sold out. I ended up seeing it sometime in June with my older stepbrother (who would not stop whispering creepily about Natalie Portman) and the theater was practically empty.

I have mixed feelings about Clones. It was the most watched of the prequel trilogy; I know every frame of that movie. It felt more adult, a bit darker. It makes you think about the appropriate ages for Star Wars movies. I was 10 when TPM came out. 13 when AOTC came out. 16 when ROTS came out. I was the perfect age for all three of the movies.

I hold AOTC above TPM. It seems AOTC and ROTS are kind of one big movie. they look/feel nothing like Phantom Menace, tonally.

I will say, though, Clones is the worst offender of "Here's a ship landing/taking off!"

The entire last hour of Episode II has blown me away for 10 years, and continues to do so.

LFL is going ahead with a 3D re-release of AOTC. SW.com just confirmed it in an article about Celebration VI. They're going to preview some of AOTC 3D there.

I'm sure this comes as no surprise due to TPM 3D's moderate success, but I hadn't heard a single thing about AOTC 3D.

yes, I've always felt the same way about it.

I still think it's got the most problems of all the films and is nearly unwatchable in parts.

I have to change the channel out of embarrassment during any of the love scenes.

I like it, but unfortunately it's my least watched Star Wars movie nowadays thanks to that horrid teal shift on the Blu-ray. I truly hope the 3D release doesn't have it.

I don't know what kind of display you have, but I'm sure it has some kind of color or picture setting that will correct this problem.
I originally noticed that teal tint on the Blu Ray, but then simply adjusted a couple of settings on my Panasonic plasma display. I changed the Color Management setting from "Warm" to "Normal" and the Picture Settings from "Dynamic" to "Cinema." After doing that, this and all other Blu Ray titles I have look much more detailed and stunning. AOTC is no longer teal, and the star fields in ANH are no longer muted, and have a detail and clarity I hadn't seen in years.

Pretty much sums up how I feel.
It's definitely my least favourite of the six movies, but I'd also agree with TroyObliX in saying that doesn't make it a thoroughly awful movie when taken out of the context of Star Wars and compared to other sci-fi movies per se.
I mean, it has enough spectacle if nothing else - films with better reputations have actually offered a lot less on that front to be honest.

The bottom line for me is that the low points of this movie are the low points of the entire saga - CGI Threepio clowning around in the droid factory etc, the development of Anakin and Padme's relationship, too much exposition handled by characters sat around talking to each other while doing nothing else interesting or engaging for the audience... And regardless of what you think of the writing, I still think Hayden was just the wrong guy for the role. Period.

I like some of the places the story was heading though - Clone Wars kicking-off with Yoda leading what are essentially the forces of the Empire into battle... and I actually kind of like how Obi's detective subplot is both utter nonsense if you try to reverse-engineer it back to "what Palpatine was actually intending to happen", and, resoundingly unnecessary in most respects, come the third film. It's sort of so confused and dumb, you actually start going back and thinking through every other little plot point even more then you ever would have otherwise. Hah - or maybe that's just me...

I'm rewatching the saga now so I thought I'd drop a comment.

Even thought it's the most problematic, AOTC is my sentimental favorite of the PT. I think it has less to do with the movie itself and more with anticipation. I hadn't moved to the US until after TPM so I'd missed all the hype (good thing, or it would have ruined it for me). But I followed all the news for Episode II and really looked forward to it. I love the atmosphere and most of the actions and some new elements it brings to the saga. Kamino stuff must be the most scifi-oriented stuff we've seen in SW, and who could have thought that a Jedi could be a noir style investigator? Dooku is a classy villain, if somewhat underdeveloped.

People usually bash action and dialogue, but I think what hurt the movie even more is editing and music. Even the unfortunate love story could have been improved somewhat by inclusion of Padme family's scenes (instead of the awful meeting with the Queen, for example). Still don't understand why Lucas would go with Ben Burtt on this.

Overall, I like the story if not always the execution. It was strange to realize that as far as the middle episodes go, TESB - while being a superior movie - actually doesn't move the story forward nearly as much as AOTC. I'm curious to see as to the new team's approach to the middle chapter in the sequel trilogy.

I have a lot of admiration for Ben Burtt the sound designer. But Ben Burtt the editor has a questionable track record and Ben Burtt the sound mixer is a fucking atrocity. The last half hour of AOTC and scattered bits of ROTS rely way too much on tracked music.

Love or hate TPM, it doesn't feel like it was originally building toward AOTC. I think Lucas changed his mind about a lot of shit in between those two movies and the end result suffered, especially as a lot of subplots in AOTC aren't even resolved in ROTS (who ordered the clone army, the vanishing/returning Jedi, all that).

I dig AOTC, it's severely underrated by most people, but it epitomizes how disjointed the PT really is.

Well, actually, they work pretty well together, especially the tonal progression. But the story could have been improved on. It feels that Lucas made up a lot of stuff as he went along instead of developing the whole trilogy first (at least in the treatment form).

It's a complete disaster, I think. Phantom and Sith are extremely flawed, but this one may be the worst.

I'm fairly certain that right after the release of TPM Lucas decided a certain segment of his fanbase could kiss his ass. As in he didn't care what the whiney, arrogant fans thought of his PT or his (at the time) recent changes to the OT. The entire SW universe was his. When C-3PO says "Thank the maker", he's talking about Lucas and Lucas knows it.

But at the same time, everyone, I'm certain even people Lucas trusted and/or admired, let it rip on Jar-Jar. The Gungan's marginalization, and subsequent near-complete elimination, especially considering the hype during TPM-production about how technologically-marvelous this creation was, seems like a cave-in during the writing process. It makes me think that what we are seeing in AOTC is a story in which Lucas, the 'Artist', wants to do his own thing creatively, but he also wants people to like it.

So it gets muddy. AOTC contains puzzles with no answers, ever, from the people who pose them. It's like a framework of bubbles, even the things it's made of contain empty space, filled with an illusion of substance.

It sure is pretty though. And some of the action is pretty radical. I always like that in a movie. But other parts make me want to claw out my eardrums or the part of my cerebral cortex that processes spoken language.

And the above criticism of Ben Burtt by thecolorsblend made me chuckle hysterically with agreement. Great sound designer. Hey Ben, stick with that, huh? You kind of suck at the other stuff.

The writing is terrible. Period.

Anakin and Padme with little to no history (or chemistry) are together for a couple days, he murders a bunch of Sandpeople and they marry. What? It's not like in Empire and Jedi where a romance was actually feasible (as opposed to straight sex appeal in the first one, where nobody got the girl). You had characters who had been together for years, knew each other pretty well and played really well off each other.

I still have no clue what's going on with the clones and the chase scene at the beginning. So Boba Fett hires another alien to kill Padme, right? She attempts to kill her with slugs (??) as opposed to just bombing the tower or sending a probot or something to annihilate her in any kind of logical way. So Obi-Wan grabs the probot by jumping out the window in a ridiculous and extremely stupid stunt that would clearly have killed him. I mean, at least when Luke jumped at Cloud City, he was like choosing to die. Anyway, they chase the alien to a bar and then Boba Fett shoots a dart into her than leads them to a planet deleted from the Jedi map. This is where the clones have been bred, apparently created for the Republic by a guy who did exist, but the Jedi never knew about and it's driving them crazy and they feel they can't even use the Force anymore.

So I have no clue what's really happening at this point, but I'm still especially irritated and puzzled by one line by the prime minister on the clone planet, a voice actor that blows the rest of the cast away with like a minute of dialogue, if that. "One of the finest armies we've ever created." As though this is just a normal thing for them. So someone could show up to these guys with a fortune, create an army and take on the Republic? I don't know, I just don't like any of this. The writing is frickin' terrible.

Maybe the Kaminoans are still in business? Hey, that would make a great episode, someone orders a new army and we get to find out who it really is, and how/why.

I have to disagree about the Obi-Swan dive through the window, though. Is it seemingly illogical? Sure.

But that was (one of the) the most bad-assed (if few) character moment of the entire PT.

I'm so defensive about the PT that I want to disagree with you by default but you raise good points. Originally, I thought Sidious wanted the clones to be discovered by the Jedi so that they could officially bring them to the Republic's notice... except that's not what happens in the movie. As far as anybody else knows, Palpatine pulled a clone army out of his ass for the assault on Geonosis. That means that Jango hanging around on Coruscant for no reason, he uses easily traceable weapons to whack Zam for no reason and a lot of other shit is in there for no reason. None of it makes sense.

Not "period", but "in your opinion".

The script was pretty decent. I though the final product suffered because of the editing.

I will always have fond memories of this installment for obvious reasons. Although a fair bit changed towards the climax scenes I still view it favorably even though there are some dubious editing faux pars.

Was much less spoiled for ROTS which was a personal choice after AOTC.

Finally watched the changed parts of the BluRay AOTC. I'm only aware of three- the change in timing of the power coupling stuff in the speeder chase, Shmi's voice in Anakin's dream and a change in timing/cuts/shots when Yoda saves Anakin and Obi-Wan from the crane. The first two? Meh.

But that third one... holy fuck does it ruin the tension. Obi-Wan, Anakin and Yoda basically just kick back while Dooku escapes. On top of that, some dumb, lazy son of a bitch didn't even bother changing up the music. We go from tense "Dooku is about to escape" music to mournful Yoda face and "we just screwed the pooch" music and back again. It cuts from Dooku's shipping cruising around in space immediately to Yoda on Geonosis picking up his cane. They just flip-flopped the shots/cuts without even thinking about how the music is affected. It's the damned sloppiest hackjob editing I've ever seen.

Funnily enough, I just caught the end of Clones on Spike and I think they played the original cut.

Indeed. Although I'm glad they didn't change the music. At least I can put the shots in the correct order without any weird music ruining it.

But this change and the new colour timing made me keep the DVD for the time being as the go to source to watch the movie.

So instead of fixing the existing editing issues they added more?
I guess I'll have to keep that Spike HD version I recorded a while back.

That seems to be the trend with Star Wars. Skip glaring problems, fix trivial bullshit and also introduce new glaring problems.

Reminds me of the American government
Is Lucas even doing any quality control?

I can't believe how long its been since the film has been released. I have a tremendous amount of nostalgia over the three years between TPM & AOTC. Not sure I've ever been as obsessed with anything in my life as I was with SW at that moment in time. It's absurd the amount of time I spent pouring over images of the actors over bluescreen (especially Natalie Portman) trying to discern anything I could from it. I don't regret it.

It was a fun ride. The three years of entertainment I got from that experience far outweighs the shortcomings of the film, which are numerous.

This could have been the best of the PT films but Lucas & Burtt conspired to destroy it in post. They did so quite efficiently. I still enjoy watching and the final act is one of the best stretches in all of Star Wars if you can get past what they did with the music.

my retro on AOTC? As a Star Wars fan I am embarrassed to watch this movie. If it's on TV I won't stop to watch it.

Worst of the series by a mile and if you removed the SW brand from its production it would never be heard from again. Awful piece of filmmaking at almost every level.

I know quite a few young women who, like me, consider it their favorite entry of the saga. For the very aspect the film's mostly male detractors mock and whine on and on about - the romance.

I'm happy to say that I am far from a martinet, quite in touch with my feminine side and can fully appreciate the greater breadth of human experience. That includes the type of human activity portrayed in AOTC's exquisite scenes of lakefront longing, meadowside frolicking and sincerely expressed romantic sentiment by fireplace.

There was quite a bit of adult male giggling during the screening of AOTC at this past December's marathon event I attended. I chalk it up to immaturity and nervous insecurity. Not surprising.

At the marathon screening, every Anakin and Padme scene elicited laughter. The decent, poignant moments that should define the film are instead diminished by its flaws. This movie makes me cringe the most.

Oh boy, Somnambulist. Negative reactions were had by all, male and female. The romance isn't an issue of demographic. It's the concept of love as filtered through George, combined with atrocious dialogue and itemized acting elements.

I must be a fucking alien of a male. I've never giggled, laughed, winced or cringed at any of those scenes. I've always appreciated them for what they are - depictions of a naive and ultimately doomed romance. To me, they fit into the saga's already rich tapestry in ways that I could say quite a bit more about. I just don't get the hate.

Is it that everyone wants their Star Wars love story to look like that of Han and Leia's? The same thing from before? Where's the space for a kind of desperate and tortured love found in what is very clearly the more conservative and repressive society of the prequels?



If we know anything about the man, it's that everything gets filtered through him.

I've always secretly thought that the large-assed shaaks on Naboo in that particularly infamous meadow scene represent the bounteous vulnerability of the Republic. Take that as you will.

I'm one of those who never understood the mocking to begin with. I always found Anakin's initial ineptitude and nervousness around Padmé (the love of his life) very relatable and human. And the dialogue reflects that. People mocking it just show their own immaturity. They are probably ignorant about how they would fare in a similar situation.

Lothario complexes.

This, 100% agree

I related fully to Anakin's character during the fireplace scene. I have been that 19 year old guy, pouring his heart out to a girl who reacted like

Something I feel like absolutely no one gets about the dialogue: Lucas wrote this from an in-universe perspective. Of course a Jedi - living in the temple from ages 9-19 - would not express himself to a girl, whom he has held in mythic regard, in a smooth 21st century way. It's all about your perspective. If you place 2002 Planet Earth expectations upon dialogue, you won't always understand it. But Lucas is writing from within the SW Universe.

This movie gets more unfairly cherry-picked than any other in history. It provides a crucial story bridge between the happy innocence of TPM and the dark imagery of ROTS. Its tone, color pallet and ebbs and flows just work perfectly. Ewan McGregor is beautifully in-character from start to finish and comes into his own in an amazing way in the role of Obi-Wan. Anakin in ROTS can't be that Anakin without who he is in AOTC. Openly wrestling with conflicting internal emotions isn't supposed to be smooth, and Anakin's character is written and portrayed in an entirely appropriate fashion.

Very underrated aspect of the film is the originality of the music and lighting during the Anakin-Dooku and Yoda-Dooku duels. A complete departure from what was done before, but it gives this film a completely unique texture and signature.

The saga is far less without AOTC, which has the unenviable task of being a transitional film within the PT. Only thing I would change is smoother edits in the music during the Battle of Geonosis. It was a great theatrical experience and I can't imagine the Star Wars brand without it.

However, that's Alexrd's quote above, not mine - even though I'm in complete agreement.

Quote feature fail...

The dated CGI and “Padme falls in love with Anakin because… I guess Anakin really, really wanted her to” romance have been well-documented, but I think my biggest problem with AOTC is how utterly contrived so much of it is.

Picture this: The bad guys want Padme dead. Instead of going after her themselves, they hire a bounty hunter. But instead of going after her himself, Jango hires another bounty hunter. But when the second bounty hunter fails to take out Padme, Jango kills her before she can give up who hired her. So why was Jango just hanging out and watching all of this? Don’t say to make sure the job got done, because Jango could have easily gotten the job done and killed Padme himself when Obi-Wan and Anakin chased after Zam. So why did all of this happen? Either Jango is terrible at his job, or ”Ehh, who cares! We just need a chase scene in there.”

There are plenty of other elements that could have easily been cleaned up or omitted to streamline the plot. It has some good set pieces, especially everything between Obi-Wan and Jango on Kamino, but the film and its characters really would have benefited from a few script revisions.

I agree the chemistry, or lack thereof, between Anakin and Padme just doesn't work. But I also think just some slight editing would have helped that. Cut the awkward first kiss altogether, cut the fireside chat, but keep the deleted scenes at Padme's parent's house. Then the first kiss is on Geonosis. Perhaps there would be some build up to it then. Less is more, even in romance.



Why would the bad guys go after her themselves? Things didn't work out for the baddies in TPM, so they went with bounty hunters this time instead. Jango having another bounty hunter help out adds some level of security or a shield against himself being immediately nabbed as a sole assassin. The whole thing is smoke and mirrors in order to keep the Jedi off balance.

Problem is, it can also confuse the audience. Simplify, simplify...


True. I hadn't thought of that before. I guess because Fett was concerned that Zam might get caught and confess, which is nearly what happened.

I don't think FDR would be too happy about that.