I've always felt that Attack of the Clones was the best of the prequel trilogy, even going so far as to suggest it was up there with the OG movies. On rewatch? I'm not sure. AotC does manage to produce a less irritating Jar-Jar and removes at least some of the more overt racist stereotypes (or at least dull their edges, where now trapped by plot), so in that sense it's a step up from The Phantom Menace. Like its predecessor, there are some great moments of spectacle and a core plot which is genuinely interesting.

I know people complain about the prequels revolving around boring politics, but personally I find the themes of democracy, bureaucracy, and corruption quite well done, allowing us to see a more nuanced image of both Jedi and Sith without undermining the fundamental messages about good versus evil. Plus, Palpatine is just a very interesting villain, permanently two or three steps ahead, and there is something refreshing about a multipart story where the outcome is a foregone conclusion that the villain wins. Lucas could have just made Palpatine incredibly evil and powerful, with lots of Joker-esque madcap schemes that rely on a lot of storytelling luck, but instead his plot is clever and more than a little logical.

At the same time, the dissection of the Jedi and how their high ideals have blinded them to the reality of the galaxy is a poignant reminder that good intentions are not enough. Could the film have done a better job of humanising the Separatists and showing how their own beliefs could be viewed as just and good, as well? Sure, those elements are barely touched upon and mean that nuance is lost. But the stage is well set to explain Anakin's rise and fall.

And yet... it doesn't really work. Ultimately, AotC needs to achieve two things: it needs to set up a galactic war, and it needs to show the audience how Anakin is a good but ultimately flawed person. Some of the story beats are there: his illicit love with Padme is a fine touch (and necessary one, given Luke and Leia), but it's poorly written (who complains about sand?), stiffly acted, and given zero compassion (plus, the age difference is just creepy, and could have been avoided had they made him older in the first movie, which would also make the Council's decisions more logical; also, what's up with Naboo electing a teenager to highest office? She was a Queen as a kid, then a democratically elected official who only serves two terms, how does this make sense?). Similarly, the death of Smee should have been a pivotal moment, and whilst it works a little better, it's still a bit flat. (Again, you have to question why it took Anakin so long to return home; the Jedi argue against attachments, but are okay with people visiting each other; another reason he should have been older initially, then the time gap isn't so egregious)

On the other side, Obi-Wan's storyline is much more interesting and introduces Django and the Clones well (though Lord knows, we didn't need Boba Fett to be a superpowered Stormtrooper in canon, but whatever). Kamino is another well-designed world, and Ewan MacGregor continues to be the ideal casting choice. I wish we got a bit more of a cocky Obi-Wan in this movie, but he's still a fun role. But then, the movie doesn't even attempt to explain why the Republic doesn't have a sitting army? Like, why do they need the Clones? Sure, the Separatists have this huge droid army, but Naboo had an entire air force and the Gungans had a huge army, so why don't any of the other 1,000+ planets in the Republic? If peace had lasted so long that all civilisations had abandoned military forces, why are battle droids just an accepted thing? These are trading companies, why are they the only ones with guns? (And yes, I understand its so that two faceless, nameless, expendable armies can be killed en masse without the audience caring, but at least try to explain it)

And then there's Dooku. He's Yoda's Padawan, an ex-Jedi Master, the greatest lightsaber duelist of all time, and a brilliant statesman. Christopher Lee is great in the role, but his character is just introduced as a villain and then ignored. Don't even try to work out the timeline: if Maul was Sidius' apprentice for years, then when did Dooku join them? There can be only two, after all 🙄 I actually enjoyed seeing Yoda zip around (now I'm expecting it, it was jarring at first), but I just don't really care all that much. My biggest issue here is that Dooku could have been introduced instead of Maul. Yes, Maul goes on to become a great character, but the villains in the prequels have less character than the MCU manages, which is fairly damning.

Oh, and then we get the whole coliseum finale. Sure, the Jedi fighting all together is a great moment, and I really enjoy the creature designs again, but I dunno... It just feels a little flat. And I don't think Padme's 180 on Anakin makes much sense. Basically, like all of the Star Wars franchise, this is a solid movie let down by lacklustre writing, poor characters, and terrible direction. Still, better than the Phantom Menace, but the gap is much closer than I remembered.