Summary
Although theStar Warsprequel trilogy was initially poorly received, it has grown more beloved with time; however,Star Wars: Episode II - Attack of the Clonesremains underrated amongStar Warsmovies and TV shows.Star Wars: Episode III - Revenge of the Sithhas easily become the most celebrated of the three prequels, with many considering it one ofStar Wars’best movies. WhileRevenge of the Sithis undoubtedly an excellent movie,Attack of the Clonesdeserves comparable attention.
Not only doesAttack of the Clonesoffer many of the same elementsRevenge of the Sithdoes, from the brilliant characters to the thrilling lightsaber duels, but it also represents an incredibly important moment intheStar Warstimeline. ThoughRevenge of the Sithis a significant turning point in the largerStar Warsfranchise, many of the seeds of those events are planted inAttack of the Clones. While that alone suggestsAttack of the Clonesdoesn’t get the attention it deserves, these 10 reasons prove thatAttack of the ClonesisStar Wars’most underrated prequel movie.

One Major Attack Of The Clones Change Would Have Rewritten The Entire Skywalker Saga
Had one character’s fate been different in Star Wars: Episode II - Attack of the Clones, the entire Skywalker Saga would have been changed forever.
10The Clone Wars Begin In Attack Of The Clones
The Clone Wars Era Is One Of Star Wars' Most Important Periods
One of the most significant events inAttack of the Clonesis also one of the most significant in the entire franchise. Toward the end of the movie, the Jedi come together to rescue Obi-Wan Kenobi, Anakin Skywalker, and Padmé Amidala from Geonosis. However, this battle actually ends up being the very first in the Clone Wars, a war that had first been mentioned inA New Hopebut had yet to be explored on screen.
In addition to the Battle of Geonosis being incredible to watch, its importance also cannot be overstated. While, yes, the clone troopers were already made and ready for war either way,this event kicked off the grueling war that would not only go on for years but would also be the catalyst for Palpatine’s inevitable rise to power. This reveal had also been decades in the making, which meansAttack of the Clonesis an essential part ofStar Warshistory.

Padmé Amidala
The story of Anakin and Padmé is one ofStar Wars’most profound tragedies, and that’s all to do with the prequels. Luke and Leia’s mother was barely referenced in the original trilogy, yet the prequel movies, right from the beginning withStar Wars: Episode I - The Phantom Menace, made it clear that she was an incredible woman. Beyond just shedding light upon Padmé’s immense legacy, though,Attack of the Clonesrevealed that, shockingly,Darth Vader’s backstory included real love.
The story of Anakin and Padmé is one ofStar Wars’most profound tragedies.

WhenThe Phantom Menacewas released, little was known about Darth Vader, as he’d died almost immediately after turning back to the light side of the Force. It was therefore shocking when the prequels revealed that Anakin was once just a regular boy.Attack of the Clonesmade this even more bewildering by confirming that Luke and Leia came from two parents who loved each other. In fact,Attack of the Clonesis the most critical to Anakin and Padmé’s story, as it’s when they fall mutually in love, get married, and anticipate the harm their decision will cause.
8Shmi Skywalker’s Death Is The Catalyst For Everything To Come
Anakin Losing His Mother Contributed To His Fall
One of the saddest moments inAttack of the Cloneswas the death of Anakin Skywalker’s mother, Shmi. While her passing would have been brutal enough,Star Warstook this one step further by having her be abducted, tortured, and killed by the Tusken Raiders. Shmi even died while in her son’s arms, making this moment all the more painful.
However,this loss was also critically important for Anakin, who struggled so significantly with the fallout from his mother’s death that he became obsessed with keeping Padmé alive only a few short years later. In fact, this event was one ofthe defining moments in Anakin’s fall to the dark side. Not only did the subsequent fear of further loss drive Anakin right into Palpatine’s trap, but also, Anakin’s rage at the Tusken Raiders resulted in his first murderous attack (sadly, of many).
Obi-Wan Kenobi
Anakin and Obi-Wan have one of the most complicated relationships inStar Wars. It’s clear that the two had great affection for one another, given that, at one point, Anakin described Obi-Wan as being like a father to him, and Obi-Wan described Anakin as his brother. However, it’s also clear that there were severe underlying issues, mostly from Anakin’s point of view.
Attack of the Cloneshighlighted this complexity perfectly, with Anakin rushing to save Obi-Wan on Geonosis despite having yelled about his mentorship multiple times throughout the movie.This also revealed a small taste of what was to come. Ultimately, Anakin would go on to ruthlessly fight Obi-Wan nearly to the death on Mustafar after he fell to the dark side. Rather than jump right to that major shift, though,Attack of the Clonesbrilliantly laid the groundwork for Anakin to build upon these moments of irritation until he was full of hatred for Obi-Wan.
6The Flaws With The Jedi Order Are Made Clearer
The Jedi Made A Number Of Poor Decisions Before And During The Clone Wars
Attack of the Clonesalso does an excellent job revealing the flaws within the Jedi Order despite the Jedi’s best intentions. InThe Phantom Menace, the Jedi seemed shockingly unaware, as they were insistent that the Sith had been extinct for a millennium, although they were really in the shadows all along. However,Attack of the Clonesconfirmed that the issues within the Jedi Order were much more extensive.
In particular, the Jedi had become vulnerable enough to corruption that they were willing to abandon their role as peacekeepers to join a galactic war and become increasingly involved in politics. This also led them to accept a mysterious army of obedient clone troopers under dubious circumstances, which ultimately spelled their death, as the clones were weaponized by Palpatine and forced to carry out Order 66. Moreover, it wasn’t really untilAttack of the Clonesthat the Jedi rule against attachment became clear, which shaped the Skywalker Saga entirely.
Anakin Skywalker/Darth Vader
The Phantom Menacehad shockingly revealed Anakin to be a precious little kid, butAttack of the Clonesperfectly bridged that innocent depiction of Anakin and Anakin’s fall to the dark side inRevenge of the Sith. While still connected to the child Anakin had been not so long before,Attack of the Clonesincluded a number of moments that nodded toward Anakin’s future as Darth Vader. Of course, the most prominent of those moments was Anakin’s massacre of the Tusken Raiders, during which he killed all the men, women, and children.
While painful, these moments were essential, as they explained who Anakin Skywalker was becoming and why he fell to the dark side despite his initial innocence. Impressively, the movie also managed to do this without removing all traces of sympathy for Anakin. Yes, he committed heinous acts, but the amount he was hurting was abundantly clear, making it more difficult to write him off entirely (especially because his eventual redemption was already confirmed).
Count Dooku
Attack of the Clonesalso introduced a number of pivotalStar Warscharacters, many of whom were significant far beyond just the prequel movies. In addition to major villain and Sith Lord Count Dooku being introduced inAttack of the Clones, Princess Leia’s adoptive father, Bail Organa, and the original source of the clone troopers' DNA, Jango Fett, were introduced. Brand-new Jedi, including archivist Jocasta Nu, also made their first appearances inAttack of the Clones.
While everyStar Warsmovie has thrilling and important new character introductions,Attack of the Cloneswas unique in that it often worked to explain the people and events of the original trilogy. In fact,Attack of the Clones, arguably more so than either other prequel trilogy movie, revealed the origin of many original trilogy characters and concepts. In that sense, the extent to whichAttack of the Clonesis underrated is quite clear.
3Some Of Star Wars' Best Lines Are In Attack Of The Clones
Many Attack Of The Clones Quotes Have Become Iconic
Many popularStar Warslines come fromAttack of the Clones, with perhaps the most notable being Anakin’s comment about disliking sand. Although not intended to be funny,that line has become one of the most referenced (especially in memes) in the whole franchise. In fact, although dialogue from the prequel movies has been heavily criticized, several of the quotes fromAttack of the Cloneshave become iconic, even entering larger popular culture.
Obi-Wan’s quips, as always, were beloved inAttack of the Clones, although his sarcastic"Good job!“to Anakin on Geonosis is likely the most referenced from this movie. However, more serious lines, such as Yoda’s ominous,“Begun, the Clone War has"have also become fan favorites. While other prequel lines, such as Anakin’s speech on Mustafar inRevenge of the Sith, have gained more recognition in the decades since the trilogy’s release, the quotes fromAttack of the Clonesremain very underrated.
Obi-Wan Kenobi’s Funniest Star Wars Quips & Quotes
Obi-Wan Kenobi is one of Star Wars' wittiest and most sarcastic characters, and it’s led to excellent lines and comebacks. Here are some of his best.
2The Main Characters' Development Is Essential
Padmé, Anakin, And Obi-Wan All Have Major Updates In Attack Of The Clones
Attack of the Clonesis also critically important to the prequel trilogy’s main characters. This is most obvious for Anakin, who transforms from a young boy into an angry, troubled teenager betweenThe Phantom MenaceandAttack of the Clones. Moreover,Attack of the Clonesis really the beginning of the end for Anakin, both because it’s difficult (if not impossible) for him to fully restore his connection to the light side of the Force after what he did to the Tusken Raiders and because his marriage to Padmé is fated to be disastrous.
Attack of the Clonesis also critically important to the prequel trilogy’s main characters.
Attack of the Cloneshad similar implications for Padmé for that reason, as her marriage to Anakin ended up impacting her entire life—and, sadly, her death. Even outside that dynamic, though,Attack of the Cloneshad a massive influence on the main characters. After all, the Clone Wars completely changed the Jedi’s role in the galaxy, largely for the worse. The extent of that impact demonstrates how truly underratedAttack of the Clonesis.
Emperor Palpatine / Darth Sidious
Finally,Attack of the Cloneswas a crucial turning point in Palpatine’s ultimate plan to overthrow the Republic, destroy the Jedi, and establish his Empire. In fact,this movie saw Palpatine receive emergency powers, which allowed him to extend his term and maintain control of the Republic throughout the Clone Wars. This put Palpatine in an incredible position to twist the Clone Wars to his advantage, as well as set the stage for him to manipulate the Republic—especially the Senate—into believing the Jedi had become traitors.
Attack of the Clonestherefore had a profound impact not only on the prequel trilogy but also on the largerStar Warsgalaxy. The movie’s significance in terms of the main characters' development, the historical events that took place during the movie, and the revelations about the Jedi all confirm how important and compelling the movie is. Nevertheless,Star Wars: Episode II -Attack of the Clonesremains the most underratedStar Warsprequel movie.
Star Wars: Episode II - Attack of the Clones
Cast
Years after the events of The Phantom Menace, the Skywalker Saga continues with Star Wars: Episode II - Attack of the Clones. When Senator Padme Amidala’s life is threatened, Jedi Knights Obi-Wan Kenobi and Anakin Skywalker are tasked with her protection. While Obi-Wan uncovers a clone army made in secret, Anakin falls in love with Padme, marking the beginning of his inevitable fall to the dark side of the Force.
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