Pre-viewing thoughts: “Revenge of the Sith” is my go-to movie whenever people dismiss the entirety of the Star Wars prequels. It completes Anakin’s transition from Jedi hero to Sith tyrant in dramatically compelling and logical fashion, it shows us the fall of the Republic and the rise of the Empire, the cast is finally comfortable in their parts, and we get some great payoffs, including Obi-Wan and Anakin’s showdown and the birth of Luke and Leia. George Lucas’ struggle in “The Phantom Menace” and “Attack of the Clones” was to find and tell a compelling story to go along with his knack for world-building and grand set piece moments, and in “Revenge of the Sith” he rediscovered the heart of Star Wars just in time to break our hearts as we witness Darth Vader’s birth. Before we can find our new hope, we have to see our chosen one fall. Revenge is nigh.
00:00- This is the final Star Wars movie with direct involvement from George Lucas. It’s still weird to think of a post-Lucas Star Wars world.
1:30- Kidnapping the chancellor is indeed a big move by Dooku and the Separatist forces, though I’m not sure exactly how it fits with Palpatine’s ultimate plan since he’s the one who’s been behind the war all long.
2:30- The opening shot of Obi-Wan and Anakin joining the battle above Coruscant is definitely Lucas showing off, but it’s still a pretty incredible sequence. Star wars, indeed.
3:15- The long-hair look for Anakin is definitely an improvement, though the facial scar is a bit try-hard. Christensen is noticeably better throughout “Sith”; he’s good with the conflicted loyalties and growing obsession with power stuff, it’s his scenes with Portman where he’s noticeably lacking.
5:00- Anakin is the better pilot of the pair by a long shot, and they both just go with it. It’s an interesting little detail in their dynamic, and Ewan McGregor and Christensen are much more comfortable with each other.
6:30- Obi-Wan and Anakin are good partners, and their camaraderie is believable. It’s sad to see their relationship fall apart, much more so than the relationship between Anakin and Padme.
7:30- Obi-Wan’s got style, leaping out of his ship into immediate ass-kicking. He lives up to his later reputation as a war hero by the time of “A New Hope.”
8:45- General Grievous is a great addition to our roster of villains. His wheezing cough is almost too close to Vader’s, but he’s got a great visual design, and it’s a great voice performance as well. He’s an upgrade over Jango Fett as far as secondary villains go.
12:00- Count Dooku’s entrance is suitably intimidating, especially since he beat Obi-Wan and Anakin pretty handily in “Attack of the Clones.” Palpatine even makes a remark about it. And Christopher Lee continues to excel in the part.
13:45- Anakin with a pretty brutal move to beat Dooku; he cuts off the guy’s hands. Jedi combat can get messy.
14:00- Palpatine orders his future apprentice to kill his former apprentice. Ruthless. And McDiarmid is all snakelike evil. He even manages to give Anakin an easy out with “He was too dangerous to be kept alive.”
15:00- Palpatine knows Anakin slaughtered the Sand People. It’s unclear if Obi-Wan does, but either way Palpatine has clearly been growing closer to Anakin for some time.
16:15- Moments like Grievous’ ship nearly crashing with Palpatine still aboard illustrate that his plan as shown in the movie doesn’t totally hold together. He doesn’t want to die aboard the ship, otherwise he doesn’t get to rule.
19:30- Grievous collects the lightsabers of fallen Jedi, a grisly touch for his character. Nice payoff to it later on, though.
20:45- Grievous escapes by blowing out a window and then climbing along the outside of his ship. But he still needs to breathe, otherwise he can’t cough, so he shouldn’t really be able to survive in space. Minor thing, but still.
22:30- Anakin successfully lands the falling ship, a pretty genuinely impressive feat.
23:00- “We’re coming in too hot.” Christensen’s delivery here is…not good.
24:30- Obi-Wan gives Anakin a moment in the spotlight, and he’s proud to do it. Again, these two are close. It’s sad to see them torn apart.
26:00- Padme and Anakin’s reunion on Coruscant is actually pretty well done. A couple awkward lines, but they both sell the right emotions and seem to really care for one another. And Anakin’s terror at the prospect of being a father fits naturally; it’s more for him to potentially lose, which is the root of what drives him to the dark side.
29:00- Palpatine writes off Dooku as a necessary loss. Getting to Anakin is clearly his long game, and seeing it come to fruition is tragic.
31:00- We don’t know if Anakin’s visions are 100 percent prophetic or not; Yoda tells us “always in motion, is the future” in “Empire,” but so far all of Anakin’s dreams have come true. More importantly, it’s the fear of losing another loved one that powers his downfall. Yoda spelled it out in “Phantom Menace”: “Fear leads to anger, anger leads to hate, hate leads to suffering.” Yoda called it, but Anakin was allowed to train anyway, and the Jedi’s blindness proves to be their undoing.
31:45- Padme is still wearing the necklace Anakin gave to her in “Phantom Menace.”
32:00- Padme knows firsthand that Anakin’s dreams shouldn’t be taken lightly, because she knows about the dreams he had about his mother prior to her death. Yet she maintains an optimistic outlook and tries to get Anakin not to worry. Anakin isn’t willing to go to Obi-Wan or the others with the truth, though, giving Palpatine an opening.
34:15- Yoda tries to help Anakin as best he can, but Anakin needs a more empathetic, grounded response than “Everybody dies, get over it.” This is where Obi-Wan could and should step in.
35:30- Obi-Wan and the Jedi Council are suspicious of Palpatine, as they should be; politicians ignoring term limits and accruing more power to themselves unchecked is generally shady.
36:15- Palpatine playing off Anakin’s good nature and then ordering him to have a seat on the Council, which Anakin has always wanted, is a masterstroke. He knows exactly how to push Anakin’s buttons to make him feel betrayed by the Jedi while feeding his desire for power.
37:30- The Council giving Anakin a seat while not naming him a master is actually a pretty fair compromise. But Anakin feels cheated. His greed is growing.
39:00- The Council ordering Anakin to spy on Palpatine is a bad move for several reasons. One, he’s clearly close to Palpatine, and two, it’s trusting someone with a history of instability to carry out an assignment requiring the ability to operate in moral shades of grey, which doesn’t fit Anakin’s nature. It plays right into Palpatine’s game, because it’s more evidence of the Jedi conspiring like the Sith.
40:00- The scene where Yoda, Mace Windu and Obi-Wan discuss Anakin’s assignment and the prophecy spells out another key theme. Clearly there were reservations about giving Anakin the gig, and yet they did it anyway, in part because of what Obi-Wan says about Anakin supposedly being the Chosen One. The Jedi rely on prophecy instead of looking at what’s right in front of them.
42:30- The scene where Anakin meets Palpatine at the concert, or whatever it is (it looks awesome), is fantastic. Here’s where we see Palpatine really reel Anakin in with his tale of the Sith Lord who conquered death. And he’s right that the Jedi are plotting against him, even when the council is actually right to distrust Palpatine. Palpatine expertly plays Anakin’s insecurities against him. And both actors step up, especially Ian McDiarmid as Palpatine. His slithering, slippery evil is positively unnerving.
47:30- John Williams is really the anchor of this whole franchise. No matter the scene, he’s there with the right music to make sure the right emotional tone is set. Here we get some great use of strings to sell the creeping dread.
47:45- “Not…from a Jedi.” This is the first time Palpatine drops the mask, if only for a moment.
49:15- The council gives Obi-Wan the assignment to kill Grievous, another slight against Anakin, in his eyes anyway.
50:00- The battle on the Wookiee home world is really cool, even if it exists mostly to get Yoda off of Coruscant.
51:00- Obi-Wan tries to give Anakin one last lesson before heading off to face Grievous, and it’s a lesson in patience. Anakin’s too far gone, though.
55:00- The planet where Obi-Wan finds Grievous, with its sinkhole-covered landscape, is another really inventive world. You can always count on Star Wars to take you interesting places.
56:50- The internet tells me the creature Obi-Wan rides as he tracks down Grievous is called a Boga. It’s a fun design.
57:30- Obi-Wan just dropping into the middle of the group of droids is a pretty bold move. But to his credit, it turns out pretty well.
58:30- The reveal of Grievous’ extra arms and that he also uses lightsabers is a great, fun reveal. Makes him into a formidable physical threat.
1:00:45- Obi-Wan loses his lightsaber chasing after Grievous. Bad form.
1:02:30- Palpatine continues play off Anakin’s ego. Their scenes together are all fantastic.
1:04:00- Finally, after three movies, our real villain reveals himself. It’s not a great surprise, as Lucas doesn’t really do a great job of hiding it, nor is it meant to really be a surprise for the audience, I think. The prequels make much more sense when you view them as Lucas’ thematic response to the first three movies, even if they take place earlier in the series timeline. And really, that makes sense for Lucas, because he knows that basically everyone knows the end point for Anakin. So the focus shifts to making sure we understand the tragedy of Anakin’s fall along with the broader downfall of the Jedi.
1:07:30- “So uncivilized.” Obi-Wan has to get creative and kill Grievous with a blaster, to his distaste. It’s a good moment.
1:08:30- Keeping Anakin away from the Emperor as the Council goes to make their arrest is probably the smart move, but it plays into Anakin’s doubts of about the Jedi nurtured by Palpatine. Really, by this point it’s too late. We’ve been primed for Anakin’s fall, and now the inevitable happens.
1:10:30- Anakin and Padem’s silent exchange across the Coruscant skyline is well done. And it’s gorgeous.
1:11:00- Samuel L. Jackson finally earns his paycheck with his work as Mace Windu in “Sith.” He’s good, and he’s fun to watch opposite McDiarmid.
1:12:45- The fight between Mace and Palpatine isn’t great, no doubt because of McDiarmid’s age making it difficult to do a lot of intense stuntwork.
1:13:30- Palpatine unleashing the lightning is a nice nod for the fans and an impressive display of his power. And finding out that Palpatine is responsible for his own scarred appearance is another good bit, giving us his transformation into his appearance from “Empire” and “Jedi.”
1:14:30- “He’s too dangerous to be kept alive.” Good callback to Palpatine’s line from earlier when Anakin killed Dooku.
1:15:15- “What have I done?” Christensen gets this scene exactly right, to his credit. This is where Vader is born, as evidenced by Palpatine giving him the name in this moment.
1:17:00- “Rise.” The Imperial March returns as Vader rises.
1:17:45- The moment when Palpatine puts on his hood really cements his transformation. It’s uncanny.
1:19:15- Things get dark in a hurry here. Vader leads an army of clone troopers into the Jedi Temple to wipe them out. The Emperor’s plan is ruthlessly efficient, though if some of the mechanics of said plan are a little murky.
1:21:30- The music during the montage of all of the Jedi being slaughtered is gut-wrenching. The whole scene packs a punch, especially the bits of Yoda grieving as he feels all of the deaths through the Force.
1:23:15- Yoda isn’t caught off guard. Granted, we know (sort of) that he lives, but it’s a pretty good fake-out.
1:23:45- Anakin slaughtering the younglings (Jedi trainees) is brutal. Lucas didn’t hold back with showing the depths to which Anakin has fallen.
1:25:55- Brief appearance from Chewie. The fan nods are mostly pretty subtle, or at least, unobtrusive in “Sith,” unlike the walking pile of fan service that is Jango Fett.
1:27:45- The exception to the unobtrusive fan nods is Jimmy Smits as Bail Organa, whose significance is only really justified if you make the connection that he is Leia’s adoptive father (Leia grew up as Leia Organa on Alderaan).
1:30:45- Going back to Coruscant to alter the signal urging the Jedi to come home is a brave move from Obi-Wan and Yoda, even if it’s also dramatically necessary so Yoda can fight the Emperor and Obi-Wan can find his way to Anakin on Mustafar. Nice bit of plotting from Lucas.
1:32:30- Lucas makes subtext text with Mustafar. Anakin has sold his soul to the devil and finds damnation on the lava planet. Subtle it isn’t, but damn if it doesn’t work.
1:34:30- Obi-Wan and Yoda touring the carnage in the Jedi temple is very well done. It’s sad without being melodramatic, and we get bodies without buckets of blood. “Sith” is the only Star Wars movie with violence that’s really questionable for younger audiences. I think it’s justified narratively, and it’s not exploitative, but I’d question letting someone 10 or younger see it.
1:34:45- The hard cut from Obi-Wan saying “Who could’ve done this?” to Anakin mowing down the separatist leaders is a really nice bit of editing.
1:36:15- “So this is how liberty dies: With thunderous applause.” Lucas, you were 11 years too early.
1:37:45- Obi-Wan’s grief as he realizes what Anakin has done is palpable. Ewan McGregor really grew into this role as the prequels went along.
1:38:00- Of course Yoda goes to fight the Emperor while sending Obi-Wan after Anakin. It has to be Obi-Wan and Anakin. It’s so inevitable. Lucas does a great job of playing off our knowledge of what has to happen with these characters. “Sith” is an excellent story on its own, but as the final piece of the long history of Darth Vader it gains an extra element of inevitable tragedy.
1:41:00- The tour of Mustafar culminating in Anakin weeping on the bridge is an elegant sequence. And Williams’ score is perfect. Anakin is no more; Vader has taken over.
1:42:00- The showdown between Palpatine and the Emperor is cool and necessary, but the real drama is on Mustafar. The emotional stakes are so much higher. We get the dissolution of Anakin and Padme’s relationship and Obi-Wan and Anakin’s inevitable showdown, both of which are more personal than the battle of the Force wizards.
1:44:30- The cinematography is noticeably better in “Sith.” Lucas finds the shadows again, often literally, and the compositions are generally a lot better too. What makes “Sith” the best prequel is relatively simple: It’s the best story told in the best fashion. Lucas had finally found his footing again, but he’ll likely never make another movie in the universe he begot.
1:45:15- Vader is already plotting against the Emperor. The power’s gone to his head.
1:45:45- “You’re breaking my heart.” Portman brings it here.
1:46:30- Anakin lets Padme live, and thus Vader will eventually lose. Fitting he’s brought down by his last of mercy as Anakin.
1:47:15- “Your new empire?!” Obi-Wan, incredulous at Anakin’s lust for power.
1:47:30- “Only a Sith deals in absolutes.” It’s a clumsy line, and yes, it is an absolute, but you can see what Lucas and Obi-Wan are getting at.
1:48:00- The music throughout the Obi-Wan vs. Anakin fight is stellar.
1:51:30- Yoda and the Emperor fighting as the spire slowly rises into the empty Senate chamber is a great visual. And the soaring choral voices make the moment stand out.
1:52:30- The gradual escalation as the Obi-Wan/Anakin duel goes on is pretty incredible, building to the great final fight on the lava river.
1:53:00- Reprise of “Duel of the Fates.” Nice callback to the earlier battles between Sith and Jedi throughout the trilogy.
1:54:00- The end of the Yoda/Palpatine fight is a little anticlimactic because they both have to live and Yoda has to escape to later train Luke. The Obi-Wan/Vader fight dodges this because their relationship has more stakes and doesn’t essentially change once the fight ends, even when they meet again in “A New Hope.” Plus we get the physical emergence of Darth Vader as we know commonly know him, which is a nice little bow on their arc. Anakin is essentially dead at that point.
1:55:30- Some nice visual flourishes as Obi-Wan and Vader fight against the backdrop of a lava planet. And modern stunt techniques and CGI make it so they can have a battle between two young Jedi at the height of their powers in a way the original trilogy couldn’t.
1:57:45- Vader managing to escape the collapsing bridge as it goes over the lava waterfall is a genuinely impressive feat.
1:59:30- Obi-Wan tries to talk Vader into not making the leap.
1:59:50- “You were the Chosen One!” Ugh. McGregor sells how hurt he is, and Christensen’s animal rage as he bellows out “I hate you!” is a genuine shock.
2:00:00- Waching Vader burn is rough. You want Obi-Wan to put him out of his misery. And maybe he should have.
2:02:15- Vader manages to survive long enough for the Emperor to arrive and “save” him. Hate leads to suffering, indeed.
2:03:30- Padme’s death feels a little cheap. It’s hard to think of another way for her arc to end since we know she has to be dead before the original trilogy, but still, something feels off. She does get to name the kids, though.
2:05:30- The contrast of Padme giving birth as Vader is fitted with his new limbs and mechanical enhancements is harsh, enhancing the small moments of joy amid the harrowing agony Vader is in and his tragic downfall.
2:06:49- The first breath after Vader puts on the mask is haunting. And we only get one before cutting back to Padme.
2:08:01- James Earl Jones’ familiar baritone is a welcome return, even if only for a few lines.
2:08:45- The “Nooooooo!” gets a lot of grief, but it’s fine. You try expressing the grief and anger of killing the mother of your unborn children immediately after betraying everyone and everything you loved for power, only to have your body mutilated.
2:10:15- Yoda teaches Obi-Wan about Force ghosts so we can have them in later movies.
2:11:15- Padme is holding the necklace she got from Anakin during her funeral.
2:11:30- Nice shot of Vader and the Emperor overlooking the construction of the Death Star.
2:12:00- Leia lucks out and gets to live the life of a princess on Alderaan. Though I guess her planet does end up destroyed. Requisite snippet of Leia’s theme from the original trilogy.
2:12:45- Obi-Wan takes Luke to the Lars homestead on Tatooine, where he’ll watch over Luke. As Luke’s theme plays, we get Owen and Beru standing on the same spot with Luke where Luke will one day look out over the Tatooine sunset, reminding us that hope remains.
Wrap-up: “Revenge of the Sith” makes up for many of the weaker moments in the prequel trilogy. When it came time to show us how Anakin became Darth Vader and took the Republic with him, Lucas showed us he could still tell a Star Wars story with a rich emotional experience along with the requisite action beats. Furthermore, watching “Sith” again only seems to confirm my hypothesis that, for better or worse, the prequels gain much by being viewed as thematic responses to Lucas’ earlier works and as parts of a larger whole rather than standalone stories. Lucas sets up a series of moments wherein Anakin might just pull back from the blink even when we know he won’t, but we still see how it all ties into his fear of loss. It gives the whole movie a feeling of inevitable tragedy, giving it a heft the series sometimes lacks. Lucas may have taken a beating over the prequels, but I hope he’s proud of what he and his team accomplished with this movie.
Pre-viewing thoughts: “Attack of the Clones” is Peak George Lucas when it comes to the Star Wars series. It’s a movie that only barely hangs together at the plot level while having one of the worst-realized love stories in recent memory, yet manages to almost work on the strength of several noteworthy set pieces. The plot is a mess, and the Anakin and Padme love story is completely flat, in no small part due to a wooden, bordering-on-petrified performance from Hayden Christensen. Yet there are a handful of moments in “Attack of the Clones” that stick out prominent in my cinematic memory, namely the chase through Coruscant at the opening, the entire Kamino sequence, and the massive third-act brawl that begins with Padme, Anakin and Obi-Wan fighting off beasts in the coliseum before evolving into a massive battle between the droid army and the clone troops. Plus we get to see Yoda kick some butt, and that’s more or less worth the price of admission right there. Let’s get through this together.
00:0- “Attack of the Clones” is one of three Star Wars movies where the first word of the title is a verb, along with “Return of the Jedi” and “Revenge of the Sith.”
1:15- It’s difficult to believe the Republic didn’t have an official army of its own prior the Clone Wars. You’d think people would recognize the Jedi can’t handle everything.
2:00- More sleek, metallic Naboo ship designs
3:30- The bombing attempt on Padme is a pretty bleak opening. Shows that this insurgency against the Republic is serious.
4:00- Once again, Natalie Portman’s body language and facial expressions are all right when she’s expressing her grief over the death of her body double, but her delivery is that flat monotone that Lucas insists she and Hayden Christensen speak in. It’s really distracting; the minimum standard for good acting is to not distract with your performance.
6:00- Padme is totally right that Count Dooku is behind the assassination attempt, despite what Mace Windu says about it not being in Dooku’s Jedi nature. The Jedi are frequently shown to be the victims of hubris.
6:45- Again, the plot mechanics here are murky. It’s hard to believe Palpatine would know about Anakin’s relationship with Amidala, so why would he want them together? And (I think) he ordered the second attempt on Amidala’s life, so why give her Jedi protection? This is the rare Star Wars movie that suffers from real basic plot structure problems.
7:30- Ewan McGregor is much more at ease as Obi-Wan this time around. And he’s managed to replicate some of the dry wit Alec Guiness brought to the role the first time around.
8:20- “Ani? My goodness, you’ve grown.” Ugh. Not exactly a red-hot start to this would-be romance.
9:00- Anakin makes the admittedly rational move of thinking they should investigate who’s trying to kill Padme, while Obi-Wan insists on playing things by the book and following the literal order of the council. It misses the mark in trying to portray Anakin as the rash, undisciplined one. He comes off as the humane one here.
11:45- Anakin and Obi-Wan get into a snit over whose Jedi senses are more powerful when it comes to watching Padme’s rooms.
12:15- Anakin is having dreams of his mother, setting up his visions later on.
13:15- The worms as instruments of assassination is a nice bit. They’re genuinely creepy.
14:00- Obi-Wan and Anakin also disagree about whether or not Palpatine is a good guy. It’d be nice to see why Anakin views Palpatine so favorably prior to now.
15:00- The speeder chase through the Coruscant is very well done. Chases with the element of verticality are pretty rare, even in major blockbusters.
16:00- As usual, John Williams brings his ‘A’ game. The chase music is top-notch.
17:15- Anakin is a bit of a thrill junkie, coming pretty close to crashing the speeder into the large ship as they plummet through the streets. And Hayden Christensen’s monotone laugh makes the moment somewhat unintentionally menacing.
19:15- Give Anakin credit for guts. Jumping into free fall to pursue the assassin is a pretty incredible move.
20:20- Obi-Wan snags Anakin’s lightsaber as it flies by. Nice touch.
22:05- “Why do I get the feeling you’re going to be the death of me?” Obi-Wan, to Anakin. Real cute, George.
23:00- Obi-Wan uses the Jedi mind trick to get a drug dealer to go home and rethink his life. It’s a nice, quick moment of subdued humor.
24:15- One of Hayden Christensen’s stronger moments in the movie is when he’s interrogating the bounty hunter. He’s a believable bad cop alternative to Obi-Wan’s good cop.
25:15- Anakin gets the assignment of protecting Padme while Obi-Wan investigates the bounty hunter who killed the would-be assassin.
26:00- First of several great scenes between Palpatine and Anakin, and Ian McDiarmid does a great job of showing how Palpatine flatters Anakin’s ego while also sewing doubt about the authority and honesty of the Jedi.
27:30- Padme shuts up Jar Jar when he goes into his speech after being named interim senator.
28:00- Padme is very much against the Republic having a standing army, and the Republic gets its army despite her best efforts.
29:00- Anakin, like his son in the future, chafes against Obi-Wan’s authority because he thinks Obi-Wan and the Jedi Council are holding him back. But Luke had pretty good tutors, while Anakin has a somewhat naïve Obi-Wan on the one hand and Palpatine whispering in his ear on the other hand. The Jedi really fail Anakin, though it’s hard to see because it’s not very well dramatically realized and because of Christensen’s performance.
31:30- I love Obi-Wan going to the hole in the wall diner as part of his investigation. It adds a little bit of rule-breaking character to the otherwise straight-laced Obi-Wan.
33:30- The Kamino cloners are a pretty fascinating addition to the franchise; we’ve never really heard about clones before in the series, but they end up having a pretty big impact on the galaxy.
35:28- Anakin’s awkward explanation for how love is allowed by the Jedi code despite the seeming prohibition against it is another scene where you need a director with a stronger feel for actors to really make the scene work.
36:30- I love that Yoda is the one who works with the youngest students at the Jedi temple. And he even gets the correct answer for what happened to Kamino’s location from one of the kids. It’s a nice little slice of Jedi life from when there were more than just a few Jedi in the galaxy.
38:45- Naboo is actually a pretty beautiful, romantic spot. Too bad there’s no real romance between Anakin and Padme.
41:20- All of the music during the Kamino scenes is top notch.
41:45- The Kamino aliens themselves are a very cool design, with how tall and slender they are.
43:00- Obi-Wan is understandably confused upon finding out a dead Jedi master apparently ordered up a clone army.
44:30- The “I don’t like sand” speech is really, really bad. Oof.
45:30- The music swells, they kiss, and…fizzle. Portman and Christensen just have no chemistry and no basis in the script for their relationship. It’s just very poorly done.
47:00- I’ve never really understand the love Boba Fett gets, and I’m not sure having Jango Fett as his father and the original blueprint for the clone troopers adds a whole lot. That said, he’s a pretty fun secondary villain in this movie.
50:00- Anakin and Padme do have a pretty good scene together after their discussion about politics. It’s one of their better moments together.
54:00- The transition from the relatively playful dinner scene to the super melodramatic fireside scene between Anakin and Padme is really rough. Just when we start to see them show believable affection, we get right into the super serious relationship business. This love story is just very poorly done.
55:45- Portman gets closer to the mark than Christensen. His emotions are too…childish.
58:30- Yoda continues to be one of the few Jedi who has any inkling of Palpatine’s larger schemes. But even he can’t see the web around them fully.
59:45- Christensen is stronger in the scenes involving his mother. He’s more honed in on the appropriate response instead of a childlike impression of grown-up emotions.
1:02:00- The Obi-Wan vs. Jango fight is pretty entertaining, and Jango acquits himself well for a non-Force user.
1:04:45- Watto has fallen on hard times since we last saw him. He’s in just enough of the movie to be a fun callback without overstaying his welcome.
1:07:00- The chase in the asteroid field between Obi-Wan and Jango is also really well done. Seeing all those asteroids blow up and Obi-Wan have to dodge them is a lot of fun.
1:09:45- Shades of “Empire” as Obi-Wan dodges detection by hiding his ship on an asteroid, similar to Han’s move with the Star Destroyer.
1:11:45- Good to see 3PO again. And nice to see Uncle Owen and Aunt Beru in their pre-“A New Hope” days.
1:14:15- The shot of Anakin and Padme talking as we look on their shadows is a nice little touch. And Anakin gets a “Duel of the Fates” reprise as he sets out on what will prove to be a rather dark mission.
1:16:30- It’s a little convenient that Obi-Wan stumbles upon the Separatist leaders, but at least we get a glimpse of the great Christopher Lee as Count Dooku. Lee had a good run in the early 2000s as traitorous bad guys, between his work in the prequels and “The Lord of the Rings.”
1:18:30- The Sand Peoples’ treatment of Shmi is a legitimately dark moment. She’s clearly been through hell. Her moment with Anakin before his rampage is really touching.
1:20:30- The moment when Anakin’s rage takes over and he goes berserk on the Sand People is really effective. Christensen sells the anger and then the ruthlessness as he cuts them down. We’re definitely in Vader territory here.
1:23:15- Anakin returning to the moisture farm with his mother’s body is a suitably grim moment.
1:24:45- Anakin’s quest for power being fueled by grief is a good moment. And we get a preview of Vader’s hatred and bloodlust when Anakin describes his joy in killing the Sand People. His downward spiral is moving quickly now.
1:29:45- Padme shows some spine in deciding to go help Obi-Wan when the Jedi Council wants her to stay put.
1:30:45- Palpatine plays Jar Jar into being the one who proposes the measure to give him emergency executive powers. Nice move as part of his plan.
1:32:15- Making Dooku Qui-Gon’s master, thus making him a natural foil for Obi-Wan, is a good move, and Christopher Lee is great in the part, using their shared history to toy with Obi-Wan’s emotions while also engaging in some classic Sith backstabbing with his genuine reveal that there’s a Sith Lord manipulating the Republic and the Jedi.
1:33:30- “It may be difficult to secure your release.” Lee brings just the right amount of very subtle menace to this line, making Dooku into a memorable antagonist.
1:34:30- Palpatine’s faux-humility as he “accepts” emergency powers and vows to return the powers once the crisis abates is great to watch. McDiarmid plays it so sincerely it comes around to just a shade of too over earnest.
1:37:30- The bug-like Geonosians are another cool alien species first seen in this movie. Lots of small and large moments of visual imagination on display.
1:38:30- Never been a huge fan of the big scene inside the droid factory. Just seems a bit too obviously CGI, so the sense of danger is minimal. And the droid antics are a bit too much.
1:43:00- Padme’s big confession just falls so flat because we just haven’t been given enough reason to believe these two care deeply about each other. Portman gives it her best effort, though.
1:44:30- The coliseum wherein our heroes nearly get eaten is a really cool set. And the build as the sequence evolves is very impressively done.
1:45:45- The praying mantis-spider thing that goes after Obi-Wan strikes me as the most intimidating monster of the bunch, but they’re all pretty cool.
1:48:00- Anakin Skywalker, creature whisperer.
1:50:00- Mace Windu’s surprise arrival on Geonosis is pretty cool, and his purple lightsaber is sweet. Samuel L. Jackson can do roles like this in his sleep.
1:51:00- One advantage of the prequels is we can have lots of Jedi show up and fight, which is really cool to see. You can see why they’re such fearsome combatants and what it really meant to see all of them die.
1:53:15- Mace Windu with a pretty brutal decapitation of Jango Fett.
1:54:30- Obi-Wan terminates the monster that tried to kill him with extreme prejudice.
1:55:30- The Jedi and Padme are definitely doomed before Yoda shows up with the clone troops. Ironic, then, that the clone troopers are the ones who end up whiping out the Jedi.
1:56:30- CGI Yoda just doesn’t look as good as puppet Yoda, which says a lot about how good the puppet work was in “Empire” and “Jedi.”
1:58:15- The droid vs. clone army battle is very well staged, large in scope but with a clear sense of the action. All of the big action beats are well done, but they don’t work as dramatic payoffs, because the story is otherwise lacking. So you have a movie that’s pretty, has a few fun moments, and is otherwise inert. Like I said up top, Peak Lucas.
2:02:30- The droids and clones fighting in the dust after one of the ships crashes to earth is a really cool visual.
2:04:00- Obi-Wan finally gets through to Anakin by pointing point that Padme would go after Dooku were she in his position. Obi-Wan should definitely be concerned about Anakin with what he knows at this point, but it never really comes up again.
2:06:45- Anakin using two lightsabers against Dooku isn’t as cool as Darth Maul’s double-bladed lightsaber, but the fight in the near-dark as the combatants are lit up only by their lightsabers is really neat.
2:07:45- And then Yoda shows up. Easily the best part of the whole movie.
2:09:00- Yoda just shrugging off Dooku’s Force attacks is fantastic. We know who the top Jedi around here is.
2:09:30- Yoda is a jumping, flipping, twirling machine as he fights. He’s fun to watch.
2:11:00- Dooku is the one who cuts off Anakin’s right hand, as we saw in “Jedi.” He’s also Yoda’s former apprentice, starting the tradition of Jedi falling under Palpatine’s sway.
2:12:15- Dooku is secretly Palpatine’s new apprentice, meaning they control both armies in the conflict, able to spin it to their advantage however they see fit. It’s a pretty solid plan.
2:14:00- The Imperial March plays as we get our big shot of the clone army now at Palpatine’s disposal. It’s quite the image. The rise of the Empire now seems inevitable. And, of course, seeing as these are prequels, it is.
2:15:15- C-3PO and R2-D2 are the witnesses to Padme and Anakin’s marriage. Big secret to entrust to the droids.
Wrap-up: “Attack of the Clones” is definitely one of the weakest of the Star Wars movies, maybe the worst of the bunch. It has moments that shine, but a threadbare screenplay and a romance that’s DOA really hurt its standing and effectiveness in the broader franchise. I rarely single out actors for criticism, but this is a case where it noticeably impacts the overall quality of the movie, and Hayden Christensen is really lackluster as Anakin. This movie is a showcase of George Lucas’ best and worst instincts, which explains the uneven final product. Next time around, he’d show us that he still had one more great “Star Wars” movie in him.
Pre-viewing thoughts: There may be no set of movies more difficult to talk about in a rational manner than the Star Wars prequels. While the movies are undeniably flawed, the whole experience surrounding them is bound up in overinflated expectations that resulted in an inevitable backlash. The prequels, particularly “The Phantom Menace” and “Attack of the Clones,” are not great movies on their own or in the context of the Star Wars series, but there was almost no chance George Lucas could recreate the alchemy of the original trilogy (see also: “The Hobbit”). And there is no bad movie on the face of the Earth that justifies the once-popular “George Lucas raped my childhood” meme. So, let’s all calm down and try to give the prequels a fair shake, OK?
00:00- I saw the original trilogy in theaters during the Special Edition re-release, but “The Phantom Menace” is the first Star Wars movie that I saw first on a big screen. For kids of a certain age, it’s indelibly embedded in our memory. I saw this movie at least three times in theaters. This is also the first movie that I don’t have to pick which version to watch (I watched the theatrical cuts of the original trilogy, which I snagged during the last-ever DVD release of the movies. You can’t get the theatrical cuts on Blu-ray, at least not yet.)
1:00- The “Why is ‘Phantom Menace’ about a trade dispute?” meme gets a lot of traction in certain fan circles, but that ignores the fact that A) This is all part of Senator (later Emperor) Palpatine’s plan to gain power and B) The Trade Federation invades the planet. This is not a “trade dispute” in the usual sense, even for a galaxy far, far away
3:15- It’s a nice touch to make Obi-Wan our point of continuity, and it fits with the timeline and our knowledge (assuming you’ve seen the original trilogy) that Obi-Wan is the one who trains Anakin and fails to prevent his fall to the dark side. Qui-Gon also gives Obi-Wan a lesson in being aware of the moment instead of drifting off into worries about the future, a very similar lesson to what Yoda has to teach Luke later on.
5:00- As I said in the prologue to this series, I feel like you can’t fully understand the Star Wars series by watching it in chronological order; the prequels are full of thematic, visual and dialogue callbacks to the original trilogy, but they don’t make sense without having seen the first three movies. This is somewhat a detriment to the prequels, because it means they don’t stand as well on their own, but it does give you a clearer picture of Lucas’ aims. And if there’s any movie series that almost everyone is guaranteed to have seen, it’s the original Star Wars trilogy.
7:00- Some of the effects work hasn’t aged well, but the prequels are full of great little visual moments, including the rolling droids with the shields who attack Obi-Wan and Qui-Gon during the opening battle.
8:30- I can see why people criticize the presentation of the Trade Federation leaders as Asian stereotypes, but it seems a bit of a reach. The accent is somewhat Asian, but there’s no corresponding visual representation, so we’re supposed to think George Lucas is disparaging Asian people because…they happen to be good at trade and are kind of sneaky? I don’t know, it doesn’t hold water with me, but I’d be willing to hear an argument from the other side.
9:30- The throne room scene on Naboo is pretty clunky, mostly because Keira Knightley, playing Queen Amidala’s double, is really flat and monotone. It’s gotta be a directing note from Lucas, because Knightley can be very expressive, but it really shows here. Also, I know we have to preserve the big secret about Padme really being the queen for later, but it makes no sense that the double would be present during a major meeting of the queen’s top advisors. You could even argue that showing Padme as the real queen and how she’s pretending to be a handmaiden earlier on would add dramatic tension, both in her relationship with the Jedi and Anakin. Just a thought.
10:30- The Trade Federation theme is no Imperial March, but it’s a solid piece from John Williams nonetheless. Williams brought his ‘A’ game throughout the prequels, even if everyone else struggled in spots.
11:25- “The ability to speak does not make you intelligent.” Qui-Gon is more right than he knows.
11:30- So, about Jar Jar: He is a nuisance, no doubt. But to single him out for such overwhelming hatred when the prequels have much bigger, fundamental flaws is a case of fan projection. Jar Jar is basically a lesser version of the droids in the original trilogy: He’s the ordinary guy caught up in the extraordinary things around him.
13:30- Mic drop moment from Lucas and Williams. The Gungan underwater city is a gorgeous visual unlike anything we’ve seen before in the series, and Williams’ score is magnificent. Pure Star Wars.
15:00- The Gungan/Naboo relationship is an interesting subplot, in that it shows there are tensions between races on planets similar to our world. Star Wars has never been known for its politics in the way, say, Star Trek is, but it’s an interesting wrinkle here.
16:30- Jar Jar does prove useful in guiding the Jedi through the core. So there. Also, Qui-Gon plays pretty fast and loose when it comes to using his Force powers to get what he wants, which separates him from most of the other Jedi we’ve seen in the series.
17:30- Ewan McGregor eventually grows into Obi-Wan’s robes, but he’s noticeably out of his depth in this movie; he’s good at the physical fight stuff, but many of his line readings are flat. Lucas has never been a great director of actors; it’s one of his biggest weaknesses.
20:00- The big problem with Jar Jar is he goes too broad. C-3PO made many similar “We’re doomed!” exclamations in the original trilogy (remember his line about the odds of successfully navigating an asteroid field in “Empire”), but Anthony Daniels made sure it didn’t cross the line into overbearing. If Jar Jar was just dialed back a couple degrees, he’d be fine.
22:30- The Jedi rescuing the queen and her inner circle without breaking a sweat is a good scene; the action scenes are all pretty solid throughout the prequels, even when the narrative falls flat.
23:45- “There’s something else behind all this, your highness.” Qui-Gon, sensing what we already know, and he’s right. He’s one of the few Jedi to make this leap, and it dooms them all in the end.
25:15- I love the design of the Naboo ships, all sleek and metallic. The prequels show tons of visual imagination, even in small moments.
26:15- R2-D2 saves the day. A bit contrived, perhaps. But considering they’re on a civilian transport ship, it makes sense, since they probably don’t have weapons and can’t go out and fix the ship themselves.
27:30- The first appearance of Darth Maul is fantastic. He’s instantly memorable, and Ray Park makes him into an intimidating figure.
28:30- Sabe, the queen’s double (Keira Knightley), has some fun ordering the queen to clean up R2 as a reward for saving the ship. The little smile that flickers across her face is a nice bit.
29:00- I suppose this is as good a time as any to admit I had a massive crush on Natalie Portman after this movie came out.
30:00- Qui-Gon and Obi-Wan sense a disturbance in the Force on Tatooine. This desert planet does have a way of coming back again and again.
32:30- “Are you an angel?” Jake Lloyd also gets a lot of flak for his portrayal of Anakin, which is totally unfair. Being a child actor is really hard, especially when you don’t have a great director to work with, and the script does him no favors. Anakin’s backstory as a former slave, someone who didn’t have the relatively nice upbringing that Luke did to ground him, is a good starting point on his way to becoming Vader, who’s obsessed with power.
34:16- “What, do you think you’re some kind of Jedi, waving your hand around like that?” A genuinely funny moment in the movie, and it’s all in the dialogue and timing.
39:00- Old-school C-3PO is a great design, and Anthony Daniels didn’t lose a step in the years between “Jedi” and this movie. It’s good to have him back.
40:30- Darth Maul mentions a trace when he says he’s headed for Tatooine to find the Jedi, but we never see it, and hopefully nobody on the ship would send a transmission after Obi-Wan explicitly told them not to. It’d be nice to see that scene.
41:15- “The Republic doesn’t exist out here.” Subtle bit of insight into Anakin’s world. Padme says the Republic has outlawed slavery, but the government has lost its influence on the outer territories. It’s ripe for a fall, and Palpatine orchestrates it perfectly to leave him in charge.
45:30- Qui-Gon’s a gambler, again setting him apart from the more reserved, austere Jedi we’ve seen. He’s an intriguing character, and Liam Nelson is great in the part.
47:15- I’m not sure the virgin birth bit for Anakin is strictly necessary, in that it doesn’t add much that an otherwise absent father wouldn’t.
48:45- “You know, I find that Jar Jar creature a little odd.” C-3PO, saying what we’re all thinking.
49:45- C’mon, you know for a minute there you wanted to drive a pod racer. They made a great video game out of it.
50:45- Midichlorians are dumb. They’re not movie-wrecking dumb, but they are dumb. Given that we’ve previously heard the Force described as a mystical energy field, having it as something that’s measurable in your blood takes away the more ephemeral nature of it. There should have been some other way of demonstrating Anakin’s affinity for the Force.
53:30- Qui-Gon tips the dice in his favor so he can win Anakin’s freedom, and thus a tyrant is eventually born. One of the times where Qui-Gon’s rule-breaking has serious consequences. Once again, overconfidence proves fatal; the long arc of the prequels is that the Jedi are doomed by their complacency and unwillingness to see the danger right in front of them.
56:30- The whole pod racing sequence, from the introduction of the racers until the end, is spectacular. The race itself is excellently staged, the variety of racers and pods is a lot of fun, Anakin gets to beat the cheater Sebulba, and Qui-Gon even gives him a Jedi pep talk. Excellent stuff.
1:02:55- I have to say, I love the two-headed race announcer. Imagine John Madden and Pat Summerall sharing the same body. Pat would probably be miserable.
1:07:15- The music as Anakin works to get his pod back in order and win the race is fantastic, and it’s also good that we get to see Anakin’s ingenuity as he makes repairs on the fly. He’s a genuinely great racer.
1:09:00- Sebulba gets his comeuppance as he crashes and watches Anakin cross the finish line. A moment of triumph for our heroes.
1:10:45- “Whenever you gamble, my friend, eventually you lose.” Qui-Gon’s look of smug satisfaction as he goes to collect on his wager with Watto is great, as is his suggestion that they can take it up with the Hutts if Watto doesn’t like the outcome.
1:15:00- Anakin’s final moment with his mom is genuinely touching. Both Jake Lloyd and Pernilla August, who played Anakin’s mother, do great work, and we get the minor key variation on the Force theme (Luke’s theme from the original trilogy) to help sell the moment. This, for better or worse, is the beginning of Anakin’s downfall.
1:16:45- The short battle between Darth Maul and Qui-Gon as the group flees Tatooine is a fun teaser of what’s ahead. Maul is aggressive and clearly a match for Qui-Gon, despite the considerable skill we’ve seen Qui-Gon display with a lightsaber. Qui-Gon even notes his training in the Jedi arts.
1:20:00- Anakin and Padme get a nice moment on the ship when they leave Tattooine, and the necklace Anakin gives her becomes an important token throughout the prequels.
1:20:30- Coruscant is another great visual set piece. It makes sense that the capital of a galactic government would require a city the size of an entire planet, and Lucas and his team brought it to life in stunning detail.
1:21:15- Ian McDiarmid is back as Senator Palpatine, later the Emperor. He does a fantastic job of seeming to be a good guy while suggesting the hidden layers of malice underneath. His line about procedure is a callback to his earlier conversation with the Trade Federation leaders, another clue (if we needed one) that Palpatine is the Sith Lord behind the scenes.
1:23:00- “The Republic is not what it once was.” Palpatine clues us in to one of the big themes of the prequels: Complacency and institutional corruption (stoked in part by Palpatine, no doubt) have led to stagnation and degeneration, leaving the Republic vulnerable. Palpatine manipulates Padme into doing his bidding in getting him elected Chancellor, and even the Jedi aren’t immune: In about a minute, Mace Windu says “I do not believe the Sith could’ve returned without us knowing.”
1:25:15- “You refer to the prophecy of the one who will bring balance to the Force.” This is another big downfall of the Jedi: Once Anakin begins Jedi training, his behavior is excused because he fits the prophecy, and in the end it gets the Jedi killed. As I wrote in my piece looking at the history of Star Wars fandom a few months back, Lucas botched the execution when it comes to the prequels, but his overall intent is pretty clear when you look at the broad scope of the first three episodes, and it’s a good idea.
1:28:30- Palpatine’s plan is brilliant: Get himself elected using the Naboo invasion as a springboard, playing off the sympathies of both Padme and the broader galactic populace. And McDiarmid excels throughout, subtly hinting at his hidden nature. McDiarmid’s performance is stellar in all three prequels.
1:30:45- Fittingly, Yoda is the one person on the Jedi Council who’s mistrustful of Anakin.
1:31:45- Of course Palpatine is the “surprise” nominee to be chancellor. And his smug look when he relays the news is one of the few moments where he threatens to betray his plan.
1:33:15- “No, he will not be trained.” Samuel L. Jackson gives Mace Windu a perfect amount of unquestioned authority. His delivery of this line is spot-on.
1:40:00- Jar Jar also gets Padme her army to take back the planet. Again, not totally useless.
1:41:45- Padme and the others humbling themselves before the Gungans is a good moment. One of the recurring themes of the Star Wars series is how cooperation is important in fighting tyranny.
1:43:30- Padme switches to the same flat affect that her body double used when she was pretending to be queen. Lucas must think that’s how royalty sounds? It’s a bit odd for sure. She’s got the steely resolve look down, and that’s good, but her delivery is all wrong. This is where directors matter.
1:44:55- “Wipe them out. All of them.” Seriously, guys, Ian McDiarmid is fantastic.
1:45:00- Much like “Return of the Jedi,” “Phantom Menace” finds its footing in the third act once all the action kicks in again. From the moment the Gungan army emerges from the fog, everything builds to a satisfying finale, and we get some well-done action scenes along the way, including what is probably the best lightsaber fight in the entire series. Lucas is great at staging big moments in his movies; it’s the little details that sometimes elude him.
1:48:30- The mechanical precision as the Federation deploys their droid army fits perfectly with how you think a robot army would fight. And John Williams is there with a wonderful score to make it all sing.
1:50:20- From the moment the door opens to reveal Darth Maul standing there as the opening notes of “Duel of the Fates” kick in, you know something serious is about to go down. This sequence earns Lucas a lot of forgiveness, in my book. Qui-Gon’s “We’ll handle this” as Padme and the others run off to the throne room is great too. The Jedi and Maul even shed their robes. This is how you stage a fight scene.
1:52:00- John Williams, we’re not worthy. “Duel of the Fates” is one of the best pieces of work he did in the entire franchise.
1:54:00- Anakin ending up in the middle of the outer space dogfight is a bit of a stretch, but he is a natural pilot. The main problem is it’s about several coincidences too far when the screenplay already relies pretty heavily on coincidence. You can only go to coincidence so many times before it gets old.
1:55:00- I’ve always loved the little moment in the lightsaber duel where Qui-Gon just slaps Maul and sends him flying over the side.
1:56:15- The hallway of laser beams that separate Maul from Qui-Gon and Obi-Wan from Qui-Gon is ingenious, and it pays off perfectly. Maul pacing as Qui-Gon meditates and Obi-Wan stands nervously reflects all of their characters in great fashion.
1:58:00- We’re at three or four “Jar Jar accidentally does some good in the battle” moments too many by this point. The gag has definitely worn thin.
1:59:30- Obi-Wan forced to watch helplessly as Qui-Gon fights Maul and then loses is a really tense, well done bit. And Ewan McGregor sells the shock and pain of seeing his master fall.
2:00:45- The decoy queen bit finally pays off, as the Trade Federation leaders get fooled by the double, giving Padme a chance to gain the upper hand. She even shows some real emotion when she says “Now, Viceroy, we’ll discuss a new treaty.” It’s a great cast, they’re just not allowed to emote due to misguided notes from Lucas.
2:01:15- Maul taunting Obi-Wan before they start fighting again is another great moment.
2:03:15- Anakin destroys the droid control ship, wrapping up two of our battles. We still have the matter of Darth Maul and Obi-Wan, though, as it should be.
2:04:15- Darth Maul gets one of the great movie deaths, as his torso separates from his legs after Obi-Wan makes the leap and slices him in half. A memorable end for a memorable villain.
2:04:30- Obi-Wan and Qui-Gon’s final moments are a good showcase for both actors. And you can see why training Anakin means so much to Obi-Wan after he promised his master he’d go through with it.
2:05:45- Palpatine is nothing if not adaptive; even though his Trade Federation lackeys lost the battle and he’s lost an apprentice, he’s still Chancellor, and his comment about watching Anakin’s career shows he’s already thinking ahead and changing his plans.
2:06:30- Yoda, to his credit, remains skeptical of training Anakin.
2:07:15- Qui-Gon gets a funeral very similar to Vader’s funeral pyre in “Jedi.” We also get Yoda and Mace Windu talking about the Sith, complete with a lingering shot of Palpatine, as if it wasn’t already obvious who our Sith mastermind is.
2:08:30- Gungan victory parade! A fun musical and visual moment to end the movie.
Wrap-up: “The Phantom Menace” is not a great movie, but it’s also not an especially horrible one. It has the problems of many modern blockbusters: An over-reliance on CGI, an unpolished script and a slightly bloated run time. It also has several noteworthy set pieces that still thrill today, some absolutely fantastic music from John Williams, and a few quality performances, mainly in the form of Liam Neeson as Qui-Gon and Ian McDairmid as Senator-turned-Chancellor Palpatine. “The Phantom Menace” showcases many of George Lucas’ strengths, but also his weaknesses. It may not stand up with the original trilogy, but it’s time to ease up on the hatred. Hatred, after all…well, you heard Yoda.