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How to Make Something Sweet: The Star Wars Prequels, Part 2 (Attack of the Clones)

As I said in the last How to Make Something Sweet, the Star Wars prequels are very divisive. However, most people agree that Attack of the Clones is the worst Star Wars movie. And they would be correct. I do think that this film makes a case for my least favorite movie of all time, but I wouldn't say that it's the definitive answer. Either way, this movie is very hard to fix. The biggest problems aren't in the story, although the story is terrible. Let's dive in and see how we can attempt to make Attack of the Clones a better movie.

Biggest Problems

The two biggest problems are, once again, not a part of the story. Hayden Christensen, the actor who plays Anakin, is just dreadful. Read my review to get the full bashing of Christensen's performance: Attack of the Clones Review. I will give my opinion on who to recast in the recasting section, which you can skip to up there.

Secondly, as in Phantom Menace, the writing is just unacceptable. It's horrific how much worse the dialogue is in Attack of the Clones than in Phantom Menace, but that is also in my review. This is definitely not fixable in my How to Make Something Sweet, but there are some things that I would change to affect the screenplay.

I'm mostly going to focus on story problems, but there will be a couple of comments here and there to touch up some other aspects of the film.

Attack of the Clones: New and Improved

The film will pick up four years after The Phantom Menace instead of ten years later. I think that ten years is a bit too big of a gap, and that is a cause of the younger Anakin.

The movie starts off with Padme's ship being blown up. I do think this is a fine way to show that Padme is being hunted down, but, once again, the dialogue is the thing that ruins this scene. The Jedi will assign Anakin to Padme's protection and assign Obi-Wan to investigate the attacker. While protecting her, Anakin is attacked by Jango Fett. The entire thing with Zam and the poisonous worms are stupid. Jango Fett will just straight up attack Padme.

Anakin will chase Jango Fett and fight him. There would be as little CGI as possible in this scene. Fett will blow up a building near Anakin, killing a bunch of people and escaping from Anakin. Anakin senses from far away that Fett was working for Count Dooku.

Obi-Wan and Anakin will check out Jango Fett and find out that he was the prototype for the Jedi's clone army. Anakin will get angry and show his newly found mistrust in the Jedi Order. Using this as manipulation, Palpatine becomes closer to Anakin.

The Jedi release the clones and declare war on the Separatists. Palpatine provides Anakin and Padme with his protection to build up their trust in him. Obi-Wan locates Count Dooku, and they have a mature conversation that evolves into the first lightsaber fight. Dooku will be much younger simply for the fact that Christopher Lee cannot actually do the amount of lightsaber wielding that Count Dooku is supposed to do.

Anakin and Padme, whose romance was already established in Phantom Menace at this point, will discover that Padme is pregnant. One night, Anakin senses his mother in danger, telling Padme that she has been taken by the Separatists.

Obi-Wan is about to defeat Dooku when Jango Fett shows up and saves the Count. Obi-Wan escapes into his ship. The clones come to rescue Obi-Wan, but the Separatists are called by Dooku. There is a massive space battle where the Separatists are triumphant. Some Jedi continue to pursue the Separatists back to Geonosis.

Anakin and Padme track down Shmi, who is tied up. Anakin rescues her and, as they are walking out, they run into a Jedi who is fighting a bunch of Separatists. The Jedi deflects a blast that hits Shmi, killing her. An enraged Anakin beheads the Jedi and crushes the Separatists with the Force. Padme doesn't see this. They head back to Tatooine to bury Shmi, where they meet the Lars family.

Obi-Wan is able to send out a signal with the Force, and Anakin senses that he is in danger. He and Padme head back to Geonosis to save him. When they arrive, they are greeted by clones who suddenly attack them. Anakin and Padme are surrounded by the clones, who throw them into the gladiator arena.

We can have a version of the final fight that we get in Attack of the Clones, but with less CGI. There is too much in that scene, and I would like all of the Jedi and all of the Separatists to be real people, not CGI. When the battle doesn't look so good, General Grievous comes in and begins killing Jedi wit his lightsaber. When he kills them, he steals their saber.

Obi-Wan and Anakin notice that Dooku is escaping. They run to a secret exit only to be thwarted by Jango Fett. They fight him off, and Anakin kills him. Obi-Wan scolds him, but Anakin tells him to get over it.

They chase down Dooku and fight him together. One of the things that I dislike about this fight in the real movie is that both Anakin and Obi-Wan fight Dooku individually. We see Dooku's full Sith powers as he defeats Anakin and Obi-Wan. Yoda will enter and ONLY USE THE FORCE to try to fight Dooku. I don't like Yoda with a lightsaber. It looks stupid. We can get a demonstration of how powerful he is with the Force.

Dooku will escape. He meets with Darth Sidious and they talk about control of the clones through the Dark Side. In the aftermath, Anakin suggests to Padme that she should grant Palpatine emergency powers.

I do actually love that final shot of Palpatine standing over the clones as the Imperial March plays, so I want that as one of the final shots of the movie. The last shot will be Padme, very pregnant, hugging Anakin.


Attack of the Clones has one of the worst performances by an actor that I've ever seen with Hayden Christensen. I already recast Anakin in Phantom Menace, and I stand by that casting in Attack of the Clones.

Joseph Gordon-Levitt as Anakin Skywalker

Natalie Portman as Padme Amidala

Ewan McGregor as Obi-Wan Kenobi

Josh Brolin as Count Dooku

Vin Diesel as Jango Fett


Once again, it isn't perfect. This is like the first draft of a story for a film. However, I do feel like it does a couple of key things; it lessens the romance between Anakin and Padme, it develops Palpatine and Anakin, it includes more Dooku, and the clone wars start very early. These aren't things that the real Attack of the Clones does, and I think it'd be better if it did.

Part 3, which will be Revenge of the Sith, will likely be out in the next month or so. It will be harder to fix because there is a lot of good in the film, but the lows are pretty low. That's it for now. Contact me through the website or DM me on Instagram if you have ideas or requests for How to Make Something Sweet.


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