I know a lot of people love the Star Wars prequels. As I said during my review of The Phantom Menace, I adored each of them when they first came out, dazzled as I was by seeing anything on the big screen that took place a long time ago in a galaxy far, far away. In doing these re-watches, I’m not setting out specifically to bash the prequels per say, but to reevaluate them. None, in my estimation, needed more reevaluation than 2002’s Star Wars Episode II: Attack of the Clones.

Of all the prequels, which I reiterate, I did like for a time after their release, the one whose sheen wore off the quickest was Attack of the Clones. I think this one holds up the least, not merely because of some of the things everybody talks about – which I too will address – but because George Lucas was trying to further special effects at a time when they weren’t quite ready. Most of this movie was shot on a blue screen, unlike The Phantom Menace, and when you watch those effects and backgrounds even a couple of years removed from 2002, it looks really dated in a way that Episode I still doesn’t.

Which is not to say there aren’t things that I like about Attack of the Clones. I’ve often said (to anyone who’ll listen) that there are three very good performances in the prequels: one is Ewan McGregor’s Obi-Wan Kenobi (but not in Phantom Menace), the second is Ian McDiarmid’s Palpatine, and the third is Christopher Lee’s Count Dooku, but only in this movie. Mostly because he gets killed way too early in the next movie. This movie also has a mystery plot that sets up a lot of the ancillary material that came after, including the excellent The Clone Wars animated series.

But, as for the movie itself, it’s sort of a mishmash of forced plot and character development with massive action sequences that feel small because of how fake they look. Just like The Phantom Menace, we don’t really have a main character; instead we have two, Obi-Wan Kenobi and Anakin Skywalker. Several years have passed between the episodes which means Anakin is much older than he was and is now played by Hayden Christensen. So we may as well have started the whole story here.

The problems with this movie are myriad, but I’m going to focus on two specifically, both involving Anakin. First, we’re told in A New Hope by Ben when he’s talking to Luke that Anakin and he were good friends, but in none of the movies do we ever get to see them act as friends. We get one throwaway conversation in an elevator about their adventure in a nest of gundarks and for the rest of the movie, Anakin whines about how Obi-Wan never listens to him and never gives him a chance and how it’s so unfair while Kenobi goes off and investigates clones made from bounty hunters. That, by the way, is the best stuff in the movie, with Obi-Wan and Jango Fett and Dooku and cloning. It’s a wasted opportunity to spend time with the characters who are supposed to be brothers but barely knew each other in the first movie.

The other and much more glaring problem is the forced relationship between Anakin and Padme (Natalie Portman). She is no longer the Queen (abdicated, maybe?) and now she’s a Senator for Naboo whilst Palpatine is the Supreme Chancellor. The Jedi are forbidden from having physical romantic relationships because they’re like monks apparently, even though that was never once established in the later trilogy. Anakin is clearly attracted Padme, but he’s not allowed to pursue it, especially because he’s supposed to be keeping her safe from assassins. Yet, throughout, it’s Padme who says she can’t get involved with Anakin, often using the fact that she’s a senator as a reason she can’t… which makes no sense. There’s no reason for her not to want to have a relationship; he’s the one who should be in conflict about his romantic feelings and the temptation of breaking his vows.

Their romance only really happens because it’s in the script and they had to. The actors have no chemistry at all and the dialogue they’re meant to say to each other sounds like something a 12-year-old would write to another 12-year-old in a love note passed during math. I don’t need to mention the whole discussion they have about sand, do I? And, just like Anakin and Obi-Wan, there’s nothing really on screen to make me believe that Padme and Anakin are falling in love beyond them being young, attractive people in gorgeous vistas and romantic, fire-lit rooms. Most of what Anakin says is a whine about Obi-Wan, an extremely creepy comment about how attractive Padme is, or about murdering sandpeople to avenge them killing his mother. Yeah, let’s not forget that: ANAKIN SKYWALKER MURDERS (sand)PEOPLE IN COLD BLOOD. As far as I’m concerned, he IS Darth Vader in this movie.

I was about to wrap up, but then I remembered the whole Yoda fighting Count Dooku thing. *sigh* Okay, let’s talk about that. The whole entire point of Yoda in The Empire Strikes Back is to show that “size matters not” and “wars not make one great” and that even a tiny creature can be strong with the Force. And in Attack of the Clones he flips around with a tiny lightsaber in a manner totally not in keeping with his teachings. He should be above that. But the ridiculous over-emphasis on lightsabers in this movie extends even to him. It’s bad enough we have a hundred Jedi fighting CGI droids and giant termite people before an army of CGI clone troopers arrive, but then we have to watch a one-and-a-half-foot CGI creature flip around like it’s Gymboree while fighting a 6’3″ man with a giant sword. It is again testament to Lucas not understanding what people like about the original trilogy. It wasn’t the fact that Luke fought Darth Vader with a lightsaber, it’s that he was facing his own father, trying to stave off the dark side within him.

Anyway, despite a few cool set pieces, Attack of the Clones really doesn’t hold up, thanks to over-used blue screen and Ewan McGregor wearing a clearly glued on beard and wig. But, there were good things to come from it. Two of my favorite video games ever were spun off from this movie; Star Wars: Jedi Starfighter was a flight simulator game where you are Jedi Adi Gallia and you team up with mercenaries to take out Separatist strongholds. It’s awesome. The other great one was Star Wars: Bounty Hunter where you are Jango Fett traveling around the universe to different planets after specific bounties. You could also collect smaller bounties along the way as you fought Mandalorian enemies and searched for a dark Jedi who used a drug to turn people into zombies. That game ruled.

We also had Genndy Tartakovsky’s two Clone Wars miniseries which bridged the gap between this movie and the next in really glorious style. I adored those couple hours of Samurai Jack-esque adventure. That series introduced Asajj Ventress who became a huge character in the CG Clone Wars TV show later on.

So, Attack of the Clones might be the worst Star Wars movie that led to some of the best spinoff things in the franchise. Tons and tons of time is spent in the years between episodes II and III and it’s become some of my favorite non-film stories. I’m very conflicted.

One thing I’m not conflicted about is that Star Wars Episode III: Revenge of the Sith is easily the best of the prequels. I’m actually really looking forward to revisiting this one, because of any of them, this one has the best potential to be a good movie. Does it succeed? We’ll found out in a couple days.

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Images: Lucasfilm/20th Century Fox

Kyle Anderson is the Weekend Editor and a film and TV critic for Nerdist.com. He also never thought he’d enjoy writing about the prequels this much. Follow him on Twitter!