As I argued in my review of the film, 1999’s The Phantom Menace existed as a total “can’t miss” proposition. After 16 years of no Star Wars films, that new entry could have showed C-3PO playing with a yo-yo and it still would have earned many millions of dollars. Some fans might have preferred Threepio and the yo-yo to the actual result, as many folks panned the flick. Personally, I liked it, though I saw the piece’s flaws. Nonetheless, it raked in more than $400 million and became a legitimate hit.

Subsequent Star Wars flicks would walk a tougher road. Audiences felt somewhat burned by Menace, so George Lucas and company had their work cut out for them, to a degree at least. The franchise remained powerful enough that virtually any movie with the Star Wars name attached would make a couple hundred million dollars, but Lucas needed to produce something more memorable to create a legitimate hit.

Did he succeed? I don’t know. Monetarily, Attack of the Clones grossed $302 million, which certainly is an awful lot of money. It also received generally stronger notices from critics and fans alike. However, $302 million marked a pretty big drop from Menace’s $431 million, and Clones nailed much of its money during its opening week or so. It grossed a remarkable $110 million in that period and then dropped off sharply after the first couple of weeks. Of the six Star Wars movies, Clones was the only one that didn’t become its year’s biggest-grossing flick. Indeed, it only ended up third in 2002, as both Spider-Man and The Lord of the Rings: The Two Towers.

As a long-time Star Wars fan, I went into Clones with fairly high expectations, largely because I’d heard some positive buzz for the flick. While Menace received relentlessly negative advance word, Clones got much stronger notices. I didn’t read any of them in either case – I obsessively avoid any potential spoilers for these films – but I knew of the general tone adopted by critics, so this affected the way I anticipated each flick.

Because of those pre-conceived notions, I rather liked Menace when I first saw it. My opinion faded with each ensuing viewing, though some segments remained favorites. I still loved the climactic lightsaber battle, and Menace offered enough additional cool scenes to merit a positive review from me.

As for Clones, my initial experience went in the opposite direction. I went in with high expectations, which quickly deflated. The movie also offered some good bits, but it reserved most of these for the climax. By that point, I thought it seemed like too little, too late.

Unlike all four earlier Star Wars movies, I only saw Clones once during its theatrical run. I planned to see it again, but my lack of enthusiasm for the product kept me from actively pursuing it, and it left theaters before I really started to care about it. That meant that DVD and Blu-ray became my only chances to reappraise it. Did my opinion change? Read on and see!

Clones picks up about a decade after the conclusion of Menace. During that period, Obi-Wan Kenobi (Ewan McGregor) trained his Jedi apprentice Anakin Skywalker (Hayden Christensen). At the start of the film, an unknown assassin attempts to kill Senator Padme Amidala (Natalie Portman). She escapes a bomb on her ship, and when a bounty hunter named Zam Wessel (Leeanna Walsman) tries to slay Amidala with some space worms, but the Jedi – assigned to defend her – foil the plot and chase after Wessel. Ultimately they catch her but someone else offs her before she can reveal the identity of the person who hired her.

From there the plot splits. Anakin receives the assignment to take Amidala into seclusion and keep her safe. There they get to know each other and they fall in love. Plagued by nightmares related to his mother Shmi (Pernilla August), Anakin violates his directions; along with Padme, he heads to his home planet of Tatooine to find her and determine her status.

In the meantime, Obi-Wan heads out to investigate the assassination attempt, a task that eventually leads him to the planet Kamino. There he finds a society of cloners who have developed an entire army due to the apparent prior bidding of a now-deceased Jedi Master. This leads him to encounter Jango Fett (Temuera Morrison), the DNA donor for the clones. When Jango realizes that Obi-Wan’s on his tail, he heads out off the planet after a quick scuffle. However, the Jedi tracks him to Geonosis, a planet dominated by an insectoid species.

And there the plot thickens. It might thicken a little too much, for as was the case with Menace, the storyline gets a bit confusing even for folks like me who have a fairly good understanding of this stuff. In any case, I’ll let my synopsis end there, for the remainder of the film contains a lot of turns that should be left alone to avoid the presentation of spoilers.

First let me get the negatives about Clones out of the way. The acting remains stiff and unconvincing much of the time. Good performers, bad performers – all get chewed up and spit out as the same under George Lucas’ direction. I’ve heard positive comments about Christensen’s work in Life As a House, but based on his acting in Clones, I find it hard to imagine that the boy possesses many skills. He’s a handsome dude, but he fails to display much depth or flair as Anakin. He seems awkward and wooden much of the time, and his attempts to convey the dark side of the character look a little laughable. Granted, he’s an improvement over Jake Lloyd from Menace, but a hand puppet would have shown greater personality than Lloyd did.

It seems more distressing to see the flatness of the actors whose talents we already know, however. At the end of Menace, McGregor looked like he started to loosen up and demonstrate more spark as Obi-Wan, but he reverts to “stick up the butt” mode in Clones. I don’t mean that to indicate that he does poorly in the role, especially since Obi-Wan is supposed to be restrained and dispassionate much of the time. However, not much personality escapes, even though I know McGregor has a lot going for him; just watch the set’s supplements and you’ll see how much life he demonstrates normally. Why can’t some of that come through in his performance?

I have to blame it on Lucas. Granted, one could argue that the actors in the original Star Wars still managed to show a lot of spark, but I think the Lucas of 1977 probably knew better how to deal with them than did the Lucas of 2002. No one ever accused him of being an actor’s director, but somehow the three leads of Star Wars managed to display vivid and compelling personalities, whereas the three leads of Clones often come across as mannequins.

What changed over that quarter of a century? I think Lucas became more obsessed with the technical side of things and forgot about the story, which leads me to my other main complaint about Clones. If you peruse the supplements for this movie – or for Menace, for that matter – you’ll often hear Lucas discuss how restricted he felt when he made the original trilogy. He tells how he couldn’t do many things, but now the sky’s the limit in regard to effects, so he can bring about his “vision”.

Theoretically, that should make Clones a better film than any of the older ones, since Lucas no longer needs to worry about being able to execute all sorts of fantastic images. Unfortunately, he seems so excited about these abilities that he pours on gimmicks and forgets about the meat of the matter. Clones packs scads of small visual elements that should make the film feel more realistic but instead just make it look busy and gratuitous. I get the impression that Lucas cares more that we see the alien sports on the Coruscant bar TV than that we concentrate on the chase in progress. He worries far too much about the lives of characters who appear onscreen for an eighth of a second and doesn’t seem to care enough about the main participants.

I also remain less than ecstatic about the CGI revolution. Regular readers know that I don’t much care for computer effects in live-action movies, and while Clones contains some of the best work ever done in that field, too much of it seems unconvincing. Some shots look quite good, but entire characters such as Dexter Jettster appear almost wholly artificial to my eyes. In combination with the busy-ness that I already mentioned, this distracts me from the elements that should reside at the heart of the film, and it becomes more difficult to become absorbed in the tale.

Despite those complaints, however, I must admit that I’ve definitely warmed up toward Clones since I initially saw it. During that first screening, I kept waiting for a killer action piece to occur, and I felt that the tale moved slowly and included little of interest until the extended climactic sequence. Upon subsequent viewings, however, it seems clear that quite a lot of good action occurs and I was simply too impatient. Yeah, the love story between Padme and Anakin drags at times – plus Christensen and Portman demonstrate virtually no chemistry together - but I realized that those scenes didn’t fill nearly as much space as I previously believed, and they moved past much more smoothly than I recalled.

As I rewatched Clones, I actually started to wonder why I initially felt so negatively toward the flick. Maybe I was just in a sour mood that day, but I can’t quite figure out why the film inspired such a negative attitude from me. Yes, it does contain the flaws I already mentioned, but it seems much more lively and compelling than I recalled.

At its heart, the plot of Clones won’t win any awards, but it seems stronger than the confusing mess seen in Menace. Heck, I’m still not sure what that one was about, whereas Clones provides a fairly straightforward mystery - or at least one that’s as straightforward as you’ll find in the complicated Star Wars universe. Someone wants to kill Padme, and the Jedis try to figure out who and why. Of course, the flick pours on dense subtexts and whatnot, but at least we don’t have to attempt to decipher the banal meandering about the Trade Federation.

In addition, despite my original impression, Clones pours on a lot more solid action than did Menace. Granted, I don’t think anything here touches the concluding lightsaber battle in Menace, but the climax tosses out a great deal of very solid fight sequences itself, and the prior 90 minutes include more entertaining action than did the corresponding parts of Menace. Really, once you get beyond the lightsaber fight and the pod race, Menace lacks any memorable pieces of this sort. Clones, on the other hand, packs quite a few short but solid moments that make it a more consistently exciting film.

Will I ever rate Attack of the Clones on the same level as the original Star Wars trilogy? Probably not. Will I eventually consider it to offer a stronger experience than The Phantom Menace? Probably. Clones offers an inconsistent piece of work that suffers from more flaws than I’d like, but it provides a lot of good action and generally seems like a satisfying flick. It doesn’t provide the cinematic nirvana we Star Wars fans desire, but it does pretty well for itself in the end.

Attack of the Clones appears in an aspect ratio of approximately 2.35:1 on this Blu-ray Disc. Don’t expect any concerns from this excellent presentation.

Sharpness seemed nearly flawless. Some scenes that mixed live-action and visual effects could be a smidgen soft, but those instances weren’t substantial. The vast majority of the flick looked tight and concise.

Jagged edges and moiré effects also created no concerns, and edge enhancement never reared its ugly head. Since Clones never touched film, obviously it didn’t suffer from any print flaws either; the picture looked clean and fresh.

The many settings of Clones meant that it offered a myriad of different colors, and the disc replicated them nicely. From the vivid neons of the Coruscant nightclubs to the natural and romantic palette of Naboo to the foreboding reds of the droid factory, the tones always appeared tight and concise. The colors seemed vivid and lively at all times, and they lacked any signs of noise, bleeding, or other concerns.

Black levels remained deep and rich, while shadow detail appeared appropriately dense but not overly thick. Frankly, I didn’t think Clones looked quite as spectacular as the best animated discs, but it presented a terrific visual presentation across the board. It created a consistently excellent image.

As with the first film, the DTS-HD MA 6.1 soundtrack of Clones was an amazing piece of work, and it also offered one of the smoothest and most enveloping soundfields I’ve ever heard. All the channels received a very active workout, as they were used for the vast majority of the film. Music remained mostly anchored to the front, where the score benefited from solid stereo separation and presence, but it also spread warmly to the surrounds. Some speech emanated from side and rear speakers at times as well.

Ultimately, though, the effects were the stars of the show, and they made this an incredible experience. Throughout the film, elements both loud and soft appeared from all around, and the mix melded together in a tremendously clean and believable manner. A great deal of unique audio cropped up in each speaker, and these pieces moved smoothly from channel to channel, with a presence that seemed to be virtually seamless. Nothing ever felt forced or awkward as it transitioned; instead, the elements cruised past us neatly. It was a wonderfully well-integrated soundfield that added to the film’s overall impact.

Audio quality also seemed to be excellent. Some dialogue showed its looped roots – a few lines didn’t fit the action well – but as a whole I thought the speech appeared natural and warm, and I heard no problems related to intelligibility or edginess. One area in which the track actually improved over Menace connected to the music. I felt the score sounded a little lackluster at times during that film, but John Williams’ compositions came across as notably more dynamic and lively in Clones. I felt consistently impressed with the bold and vivid music that showed up throughout the movie.

The effects dominated the proceedings and really livened up the flick. Across the board, these elements seemed to be extremely bold and aggressive, but they maintained excellent fidelity and showed no signs of distortion or harshness. A great deal of effort went into creating most of the stems, as much of the film used sounds that don’t exist in real life. They always appeared to be clear and realistic, and they sounded quite strong.

Low-end presence deserves a paragraph unto itself. While Clones cranked my subwoofer almost non-stop from start to finish, the bass never became overwhelming or excessive. Low-end information complemented and added punch to the proceedings without dominating them. Maybe another movie used bass this well, but I can’t think of any competition for Clones in that department right now.

With Menace, I easily selected the best auditory segments of the film, but my choices didn’t seem quite so obvious for Clones. So much of the movie worked so well that I couldn’t decide readily. The chase through the asteroid belt certainly offered a terrific segment, though, and the entire final 45 minutes or so of the film could be utilized as demo material. I won’t discuss it in detail to make sure I don’t include any spoilers, but that segment of the movie simply cranked out boohoogles of memorable auditory bits. However, the whole flick really provided a tremendous amount of stellar sound, and Clones stands as one of the best soundtracks you’ll find.

How did the Blu-ray compare to the original 2002 DVD release? The lossless audio appeared smoother and more dynamic, and the visuals demonstrated the expected increased in clarity and vivacity. I thought the DVD was good for its format, but the Blu-ray gave us a more precise and involving experience.

This Clones Blu-ray comes as part of a nine-disc package called “Star Wars: The Complete Saga”. It features one disc each for the six movies and three additional platters of extras.

Because so many of the film’s supplements show up on other discs, I won’t give Clones a specific grade for its bonus materials. I’ll wait until I get to a single “wrap-up” page to look at the three discs and award an overall supplements mark.

We do find some extras here, though, via two audio commentaries. The first comes from the original DVD and features director/writer George Lucas, producer Rick McCallum, editor/sound designer Ben Burtt, animation director Rob Coleman, and visual effects supervisors Pablo Helman, Ben Snow and John Knoll. Although the commentary remained fairly screen-specific – the speakers clearly watched the movie as they spoke - most of the participants appear to have been recorded separately. I got the impression Coleman, Knoll and Helman sat together but the rest remained on their own, though I could be mistaken.

That was fine with me, as I thought the format allowed for a fair amount of spontaneity but it came across as a tight, well-edited piece. As a whole, the commentary offered a lot of very solid information. Due to the qualifications of most of the participants, technical realms dominated the proceedings, but not to the degree one might anticipate. The discussion moved briskly across effects issues and overall story points, and Lucas was a very active speaker. He talked about a mix of issues that concerned him, such as character and plot points as well as various production challenges. McCallum also contributed notes about that last topic.

The others provided a slew of fun facts about the technical side, and Burtt tossed out good notes that reflected his dual role on the flick. If you liked the commentary for Menace, you should enjoy this one, for the two offered similar material. However, don’t take that to mean that this one just reiterated information from the earlier track, as it consisted of details specific to Clones. It used an identical format, though, and it came across as a very similar piece that I thoroughly enjoyed.

New to the Blu-ray, a second commentary collects material from archival sources. This one features George Lucas, Rick McCallum, Ben Burtt, Rob Coleman, Pablo Helman, Ben Snow, John Knoll, composer John Williams, stunt coordinator Nick Gillard and actors Ewan McGregor, Ian McDiarmid, Temuera Morrison, Natalie Portman, Jimmy Smits, Samuel L. Jackson, Hayden Christensen and Christopher Lee. As was the case with the new Phantom Menace track, this one mixed outtakes from the 2002 commentary sessions with other period interviews. The topics follow the same lines as what we heard in the 2002 commentary. We learn about sets, production design, effects, characters and story, cast and performances, stunts, action, costumes and other visuals, editing, music, and a couple of other topics.

The new commentary offers a good complement to the original one. It’s nice to hear from the actors – Jackson’s rant about his purple lightsaber is a hoot – and we get a mix of additional perspectives and stories here. The piece has a little dead air, but we find less than we encountered during the occasionally spotty Menace track. This ends up as another useful, enjoyable commentary.

After nine years, my opinion of Attack of the Clones remains in flux. I didn’t care for the flick much when I saw it theatrically, but I found it to seem substantially more compelling during my subsequent viewings. The Blu-ray delivers excellent visuals and audio along with two interesting commentaries. I think Clones is a stronger movie than commonly believed, and the Blu-ray makes it sound and look better than ever.

Note that Attack of the Clones can be found in two different packages. As mentioned when I went over the supplements, my copy came from “Star Wars: The Complete Saga”, a nine-disc set with all six movies and three platters of extras. However, it also appears in a package called “The Prequel Trilogy”. That one only includes the three prequel movies: Clones, 1999’s The Phantom Menace and 2005’s Revenge of the Sith. It throws in the audio commentaries found on the movie discs but none of the other “Complete Saga” supplements show up on it. It’s the way to go if you only want to own the prequels – and I’m sure someone out there likes those three movies and not the Original Trilogy – but realize that you lose a lot of extras in addition to the other flicks.

To rate this film, visit the orignal review of STAR WARS: EPISODE II - ATTACK OF THE CLONES