George Lucas divided the Star Wars fan base with The Phantom Menace. Contemporary children lapped it up, but adults who grew up with the original trilogy felt insulted by the campy tone. Lucas ignored his critics and boldly charged ahead with the prequel trilogy, following up Episode I with Attack of the Clones, which continued the journey toward the inevitable tragic downfall of Anakin Skywalker.

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Although Attack of the Clones is widely regarded to be the worst of the prequels, and was considered to be the worst Star Wars movie altogether until the sequel trilogy came along, it does have some redeeming value.

As with all the Star Wars prequels, Ewan McGregors portrayal of Obi-Wan Kenobi is infinitely charismatic. Instead of trying to emulate Alec Guinness, McGregor presented his own take on the character, while maintaining the dry charm that originally defined Guinness performance.

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In Attack of the Clones, Obi-Wan leads his own subplot as he investigates the creation of the Clone Army and stumbles into a widespread Sith conspiracy.

George Lucas is the first to admit that he doesnt write great dialogue particularly romantic dialogue and he even allowed Hayden Christensen and Natalie Portman to rewrite their own lines on the set of Attack of the Clones. Still, their romantic scenes are pretty cringeworthy.

There have been defenses of this pointing out that Anakin was raised as a slave and therefore has limited social skills, but what still doesnt make sense is Padm falling head over heels for Anakin when the cringe factor never goes away.

As with any entry in the Skywalker saga, Attack of the Clones can be counted on for some breathtaking musical compositions courtesy of the great John Williams.

No matter how banal the romantic dialogue shared by Anakin and Padm is throughout the movie, Across the Stars, the Williams track that plays over their wedding in the films final moments (and when theyre being taken to their deaths in the Geonosian arena), captures the Shakespearean beauty of their forbidden, star-crossed love.

This is a problem that permeates throughout the prequel trilogy, but especially in Attack of the Clones. While The Phantom Menace was forced to use some practical techniques by technological restrictions and the computer-generated effects in Revenge of the Sith were sharper and more refined, Attack of the Clones is the worst of both worlds.

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To say that Lucas overused primitive CGI throughout this movie would be an understatement. There isnt a single clone played by a physical actor in the entire movie; theyre all CG. Some scenes were entirely computer-generated.

George Lucas maintains that Jar Jar Binks is his favorite Star Wars character, but the fan base clearly wasnt as warm to him from his slapstick-laden debut in The Phantom Menace. Kids enjoyed his antics, but teenagers and adults rolled their eyes.

In Attack of the Clones, Jar Jar wasnt eradicated entirely, but Lucas did tone him down and figure out a manageable amount to keep him around that would stay on the side of lovable without veering into cringe territory.

Throughout Attack of the Clones, the slapstick comedy that Jar Jar brought to The Phantom Menace is instead given to C-3PO and R2-D2. After getting separated in a droid factory, Threepios head gets attached to a battle droids body and Artoo sets out to put him back together.

This subplot is filled with dreadful puns (This is such a drag, Im quite beside myself, etc.) and cringeworthy gags that belong in a cartoon.

Ben Burtt is the sound design genius who gave us the hum of a lightsaber, the crack of Indiana Jones whip, and the synthetic, yet sympathetic voice of WALL-E. On top of his usual iconic sound effects, like the voice of R2-D2, Burtt added some new mesmerizing sounds to the library in Attack of the Clones, like Obi-Wans seismic charge.

In addition to the prequels sound design, Burtt worked as an editor on the films. He worked with co-editors on The Phantom Menace and Revenge of the Sith, but tackled editing duties on Attack of the Clones solo.

The mystery behind the cloning operation on Kamino ended up being dropped from Revenge of the Sith, because Lucas realized he bit off more than he could chew in Attack of the Clones.

The movie has too many villains, too. There was no reason for Jango Fett to outsource the assassination of Padm to Zam Wesell, who in turn outsourced it to a droid, after Nute Gunray outsourced it to Fett. Its the only prequel for which Lucas recruited a co-writer to help figure out the plot; he shouldve seen that as a sign that it was getting too complicated.

The plot threads of Attack of the Clones all converge in a spectacular final battle in which Star Wars fans get everything but the kitchen sink in their favorite galaxy far, far away. Obi-Wan reunites with Anakin and Padm as theyre shackled up in a gladiatorial arena and fed to some monsters for the Geonosians amusement.

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From there, the entire Jedi Order takes on the Separatists entire droid army, Yoda shows up with the Republics Clone Army, and Obi-Wan, Anakin, and Yoda confront Count Dooku.

Although he would eventually settle into the role of Anakin Skywalker with more theatrical flair in Revenge of the Sith, Hayden Christensens acting in Attack of the Clones was depressingly wooden.

To be fair to him, I dont like sand, is a difficult line to bring nuance to, but Christensen didnt do anything to elevate Lucas dialogue like his co-stars Ewan McGregor, Natalie Portman, and Samuel L. Jackson did.

NEXT:Star Wars: 5 Things The Prequel Trilogy Did Wrong (& 5 It Did Right)

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Ben Sherlock is a writer, filmmaker, and comedian. In addition to writing for Screen Rant and CBR, covering a wide range of topics from Spider-Man to Scorsese, Ben directs independent films and takes to the stage with his standup material. He's currently in pre-production on his feature directorial debut (and has been for a while, because filmmaking is expensive). Previously, he wrote for Taste of Cinema and BabbleTop.

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Star Wars: 5 Things Attack Of The Clones Got Right (& 5 It Got Wrong) - Screen Rant