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Star Wars Episode II would be a very different film from The Phantom Menace for a number of reasons. First of all, as it was set 10 years after the first film, the characters would be more mature (and Anakin would have to be recast).

It would be a darker story than Menace (which some would claim was a reaction to the complaints that Episode I was too kiddie, but it was always George Lucas's plan for the prequel trilogy to get darker as it went along). Lucas also billed the film as a love story long before production began, which concerned some fans, especially those less than enamored of his writing ability.

The tongue-in-cheek working title for Episode II was "Jar Jar's Great Adventure" showing that Lucas was well aware of what a polarising character he had created. While Lucas wrote the screenplay (this time with the help of Young Indy writer Jonathan Hales) and the art crew designed more characters and worlds, there was much speculation among fans over what new actors would be cast in the film. Pretty much every major actor in his late teens to late twenties was either interested in or rumored to be up for the role of Anakin.

One name mentioned frequently early on was Leonardo DiCaprio, though he would have been a bigger star than Lucas typically casts in his films and his presence would have undoubtedly angered many fans that still held a grudge that Titanic had beaten Star Wars as the box office champ (the trailer for The Beach was even booed when it played before Menace at some cinemas).

When young Canadian actor Hayden Christensen was eventually cast in the role, the first reaction of many people was "Hayden who?" The actor was only known for his roles on TV and small parts in films like In the Mouth of Madness, so no one knew quite what to expect from the actor. He reportedly won the role over several other finalists, which included Colin Hanks and Ryan Phillippe.

One casting choice that did impress everyone straight away was Christopher Lee, who would play the role of a "charismatic separatist" (though most people guessed he would be the villain of the film). Lee was undergoing something of a late career renaissance, appearing in Tim Burton's Sleepy Hollow (1999) and The Lord of the Rings trilogy (2001-2003). Lucas had cast Lee's Hammer Horror colleague Peter Cushing in A New Hope, and Lee's presence in the film would undoubtedly add some class as well as paying homage to his old films. Lee had already worked with Lucas before, playing another Count in The Young Indiana Jones Chronicles.

There had actually been much debate over who would be the new villain in Episode II. In an attempt to top Darth Maul (who had perhaps been more successful than his creators intended, much like Boba Fett) one of the original ideas was a female villain, kind of a "Sith Witch". This would have been interesting to see, but Lucas ultimately decided to go with a more old-fashioned and elegant villain. However, the female Sith design would eventually find its way into the expanded universe of Star Wars with the character of Asajj Ventress in the Clone Wars series.

There would be two major changes for the production. The shooting would move to the more cost-effective Fox Studios in Sydney, Australia (tearing down sets recently used by the film Moulin Rouge!). This would be the end of an era, as all four previous Star Wars films had been based in England (though there would be some Episode II pickups shot at Ealing Studios). It would also be the first major film shot on digital high-definition tape rather than film. This proved Lucas's prediction back in 1979 that films would be shot on video one day to be most prescient.

Once again the actual shooting only took around three months, with almost two years for post-production and any reshoots needed.

Fans eagerly awaited the first news about the plot and characters of the film, though those disappointed by The Phantom Menace were more cautious in their optimism this time. The first glimpses many fans got of the film were on the official website, where mysterious snapshot pictures of the production were released on a regular basis.

When the title, Attack of the Clones, was announced in 2001 it met with even more derision than The Phantom Menace. Many people thought it was a joke, as it sounded like a cheesy 1950's B-movie (once again forgetting that was exactly the point).

In November of that year, not one but three teaser trailers were released. Two of them were shown in theaters. The "Breathing" trailer used flashes of mysterious and dialogue-free shots from the film, accompanied by Vader's breathing. Like the best teaser trailers, it offered tantalising glimpses of the film without giving anything away. The "Forbidden Love" trailer revealed a lot more of the plot and dialogue and, as the title suggests, focused on the love story between Anakin and Padme.

However, the best trailer was not actually shown in cinemas but only available online. "Mystery" focused on the detective plot and action of the film, while also revealing some humour. Each of the trailers seemed designed to appeal to a different audience, and they all hinted that Clones would be a darker and more engrossing sequel.

The hype machine kicked into overdrive in 2002, with the release of the fourth and final trailer, which perhaps gave too much of the plot away. The merchandising was slightly more low key this time, though, and Clones would have to compete with another juggernaut, Spider-Man, which opened two weeks before to the biggest opening weekend in history.

The bar had also been set higher by the release of The Lord of the Rings: The Fellowship of the Ring the previous Christmas, which to many was seen as the "new Star Wars" (despite being based on a book that was published over 20 years before Lucas even dreamed up his saga). Would Lucas recapture the magic this time?

Attack of the Clones emerges as a more involving film than its predecessor right from the opening crawl. A Separatist movement threatening the Republic and the Jedi being outmatched is certainly a much more exciting backdrop than a trade dispute.

The opening starfield shot pans up, which subtly suggests this will be quite unlike any Star Wars film we have seen before. The assassination attempt on Padme Amidala (no longer a Queen but just a plain old senator now) starts things with a bang, even if it's obvious it is her decoy that has been killed in her place.

The plot keeps moving quickly as we see Chancellor Palpatine advising the Jedi Council (oh the irony) on what to do about the Separatist threat. The way the characters from Episode I meet up again, orchestrated by Palpy under the guise of not wanting to lose Padme, is quite clever. Anakin and Obi-Wan are introduced with a fun scene in an elevator that goes a long way to establishing their relationship over the last ten years. Anakin's reference to rescuing Obi-Wan from a "nest of gundarks" is a nice touch that harkens back to Empire.

Jar Jar is reintroduced early in the film, giving his fans a chance to laugh at the clumsy Gungan now being a senator, and his haters a chance to boo him. Padme's brush off of Anakin as still being that "little boy" she knew on Tatooine is an amusing way to start their new relationship. The banter between Obi-Wan and Anakin outside Padme's apartment is quite interesting, summing up as it does the political differences between the two Jedi.

Zam Wesell releasing the poisonous bugs into Padme's room is a creepy moment, even if there must be far more efficient ways to kill someone. The chase sequence that follows is easily one of the most exciting scenes in the saga, rivaling the podrace for kinetic thrills but being far more essential to the plot. There are some amusing little touches throughout, such as Obi-Wan catching Anakin's saber in mid-air and a cameo by one of Sebulba's species.

The nightclub the chase finishes at is a surprisingly sexy location for a Star Wars film and features the most hilarious Jedi mindtrick ever, when Obi-Wan meets a "deathsticks" dealer. The tension is nicely maintained as the assassin approaches and Obi-Wan turns and disarms her at the last second.

The story slows down a little after that and splits into two strands. This manages to give the movie more of an Empire feel than a Phantom feel, which is a good thing. Anakin takes Padme to Naboo and the romance begins in earnest. They meet Amidala's replacement, Queen Jamillia, in a mostly pointless scene.

The dialogue is every bit as corny as people feared, and Anakin often comes across as a bit too obsessive (if not quite the "Anakin Skystalker" some people claimed). Some of the romantic scenes work better than others.

The meadow scene is one of the highlights (Anakin dislikes all politicians except for two or three - presumably those are Palpy, Jar Jar and Padme) but generally this is the low point of the film. The much maligned fireplace scene is definitely uncomfortable to watch. There is a Garden of Eden parallel where Anakin floats the fruit through the air for Padme to take a bite of.

Luckily, the romance scenes are paced out in small chunks, so we're never far from cutting back to the mystery story, where Obi-Wan acts all Dick Tracy in his pursuit of Jango Fett. In trying to trace the origin of the dart that killed Zam, Obi-Wan turns to an old friend, Dexter Jettser, who he meets in a suspiciously Earth-like diner (an homage to American Graffiti?). Jettster is a very entertaining CG character, based on Ernest Borgnine according to Lucas.

Following a nice scene with Yoda and the Younglings, Obi-Wan finally journeys to the watery planet of Kamino. There he meets race of graceful, long-necked aliens who have secretly created an army of clones based on Jango Fett's DNA. Obi-Wan bluffs his way through his first meeting with them in a humorous scene.

The first scene between Jango and Obi-Wan is cleverly written and acted with both characters keeping their cards close to their chest without outright lying (Jango finishes the conversation with the ironic "Always a pleasure to meet a Jedi").

The fight scene between Jango and Obi-Wanis the first time we've seen real mano-a-mano combat in a Star Wars film, and is thrilling for that reason. Jango gets to use all the toys we never saw Boba play with, such as rockets and a flamethrower. This scene is so intense that it was even censored in the U.K. to remove a headbutt. Jango bumps his head getting into his ship, just like his clone descendent in ANH.

Jango escapes but Obi-Wan pursues him to the planet Geonosis in his Jedi starfighter. Here we are treated to an asteroid chase that, visually at least, puts even the one in Empire to shame. The highlight is probably the awesome sound effect of Jango releasing seismic charges. Adding to the impact, there is a moment of silence before we hear what sounds like an awesome guitar chord.

Meanwhile, back on Naboo, Anakin and Padme decide to cut short their blossoming romance rather than keep it a secret. Anakin suffers a nightmare about his mother (which raised a laugh at many screenings when the audience mistakenly believed Anakin was having a wet dream) and decides to disobey orders and go back to Tatooine. Padme accompanies him and here the film really kicks into high gear as Anakin's rescue mission leads to tragedy and a massacre.

During this segment of the film Watto the flying junk dealer makes a brief but welcome return (sporting a jaunty hat he was supposed to wear in Episode I), after falling on hard times.

In the scene where Anakin talks with Padme before going to search for his mother, his shadow on the hut bears an unmistakable resemblance to Vader's infamous silhouette. This was supposedly unintentional.

Obi-Wan's first meeting with Dooku is a nice scene that harkens back to Vader trying to get Luke to join him in Empire. However, we never seriously expect Obi-Wan to accept the offer.

Back on Coruscant, Palpatine convinces the Senate to let him use the clone army. He does this by getting Jar Jar to propose emergency powers for the Chancellor in the Senate, finally proving the Gungan's importance in the story to all the doubters out there. The look on Jar Jar's face after Palpatine wonders aloud if any senator is bold enough to propose granting him emergency powers is priceless.

Anakin and friends arrive on Geonosis to rescue Obi-Wan and we are treated to a chase through the droid factory that was added late in the production in place of a more low key discussion with Dooku. While this sequence is fun, it really could have been left out without harming the plot.

3PO is also involved in a very embarrassing predicament where his head is attached to the body of a Battle Droid and vice versa (which is funny on first viewing but annoying in retrospect). Obi-Wan is amused and baffled to see Anakin in chains, prompting the following classic exchange - Anakin: "We decided to come and rescue you." Obi-Wan: "Good job."

Our heroes first have to defend themselves against a trio of Ray Harryhausen-inspired monsters. Padme demonstrate her no-nonsense woman of action persona by unchaining herself and whipping the nearest monster with the same chain. She also inexplicably rips her clothing in the process, presumably to please the fanboys who wanted another slave type costume.

Then, in time-honored Saturday Matinee Serial fashion, Mace Windu and the other Jedi arrive to save the day. Mace gets the film's coolest line, (in response to Dooku's suggestion that they are hopelessly outmatched) "I don't think so".

This leads to the sight of hundreds of Jedi charging into battle just like the fans have always dreamed of. Although the four intercut battles at the end of Menace were fun, Lucas manages to create more excitement this time by focusing on one huge battle and adding new elements to it as it progresses.

Despite their heroic (some would say suicidal) charge, the Jedi are rapidly dispatched until only a handful is left, awaiting execution. Of course it's then that Yoda arrives with a battalion of clonetroopers.

The Battle of Geonosis then turns into the biggest intergalactic smackdown in Star Wars history up to that point, with thousands of clones taking on equally numerous battle droids, both on the ground and in the air. The fact that the future stormtroopers are fighting for the good guys (or at least appear to be) is a clever subversive touch.

Count Dooku decides to escape (carrying the plans for a certain weapon of ultimate destruction that is all too familiar) and Anakin and Obi-Wan pursue him. In yet another crowdpleasing cliffhanger resolution, Yoda arrives to save the day.

Suffice it to say the sight of the little green fella whipping out his saber and going all spinning ninja on Dooku produced one of the most ecstatic reactions ever seen in cinema audiences. The scene could have been ridiculous but it just about works.

The final scene is the bittersweet wedding of Anakin and Padme. Padme taking his robotic hand was added so late it was only seen in the digital version originally.

So, on the surface, the plot is far more dynamic than Episode I's, with Obi-Wan's detective work bringing a level of intrigue not seen in the saga before. As with Menace, there is also a lot more going on under the surface, with Palpatine orchestrating the war perfectly from behind the scenes. It makes his line in Jedi, "Everything is proceeding as I have foreseen" even more powerful.

Many people would argue later that Clones should have been the start of the prequel trilogy, and with some tweaking the story certainly could have made a very exciting beginning to the saga.

The acting is still far from Oscar-worthy, but it's nowhere near as bad as some critics claim. All of the returning actors from Episode I seem more comfortable in their roles, and there's far more opportunity for the cast to display wit and emotion.

Of the heroes, Ewan McGregor makes the biggest impact. Obi-Wan has a much more central role in this film, and McGregor invests him with as much wisdom and humanity as Alec Guiness did, especially with small touches such as checking the pulse of a fallen Jedi in the final battle.

He also has a nice line in dry wit that rivals James Bond. One particularly good scene for McGregor takes place in Dex's Diner. He manages to convincingly portray an old friendship between him and what is essentially a collection of pixels.

Natalie Portman drops most of her monotone voice and plays Senator Amidala as a much warmer person. She's also totally believable as the object of Anakin's obsession and really fulfils her action babe potential at the end.

The much-maligned Hayden Christensen tries his best as Anakin. He's better than Jake Lloyd, but then he does get to play the character at a more interesting period of his life. His strongest moments are the flashes of the dark side he reveals, especially in his rage following his mother's death.

Anakin's confession to Padme about killing all the Tusken Raiders (even the women and the children) is a chilling moment, the closest a performance in a Star Wars film has come to method acting. Christensen does struggle with some of his lines during the romantic scenes, and often comes across as even more whiny than Luke was in A New Hope.

Many people found his performance wooden, and Christensen does have a rather off-putting delivery in many scenes. Whether this was an attempt to emulate James Earl Jones' coldly aloof voice over in the original trilogy, or was just simple inexperience on Christensen's part is open to debate. In his defence, Christensen said, "I did try to instill the monotone aspect of the delivery of (James Earl Jones's) lines in my character".

Christensen does have chemistry with Portman, even though much of the dialogue between them is totally unbelievable. The fact is, many people's problems were with the character, not the actor, and Lucas must bear some of the blame for writing Anakin and directing Christensen the way he did.

Samuel L. Jackson finally gets to step outside the Jedi Temple and show why Mace Windu is such a respected Jedi. He clearly relishes the chance to put aside the portentous speeches and engage in some swashbuckling.

As for his colleague Yoda, though the puppet has been replaced by a (much more expressive) CG version, Frank Oz still provides the distinctive voice and does some of his best work of the saga. He brings back the character's playful edge, such as in the scene with the Younglings. His, "Lost a planet has Master Obi-Wan? How embarrassing." is a good example of the teasing aspect of his personality that has not been seen since Jedi.

Even Jar Jar is more tolerable this time, in a role that many believe was reduced due to the backlash against the character. Jar Jar was supposed to have special diplomatic speech for his role as political representative, but this idea was dropped.

As for the villains, while none of them quite have the cool menace of Darth Maul, they are much more layered characters this time. Dooku (which means "poison" in Japanese) is a different kind of villain, more a charismatic rebel than a pure agent of evil. It's never clear why exactly he went to the Dark Side, and if he still has some good intentions.

Christopher Lee is a commanding presence and his mysterious power is felt even when he is not onscreen. Making him Qui-Gon's former master is a nice link to Episode I. Though Lee was very experienced with sword fights, his face was understandably pasted onto a stuntman for many of the fight shots.

Jango and Boba Fett are equally successful. Unmasking the Fetts gives the story extra resonance while still preserving some of the bounty hunter's mystery. Jango gets to do a lot more than Boba did in the original trilogy, and there is also a tender side in the relationship with his clone son. At first it's rather amusing to hear the Fetts talking in Kiwi accents, but Temuera Morrison and Daniel Logan are effective in their roles and have a good father and son chemistry.

Boba Fett was supposed to return in the next episode (one theory was that the braids we see on his costume in the later films were actually taken from dead padawans). This didn't come to pass, but the last shot of him cradling his dead father's helmet is enough foreshadowing of his character's evolution

Fans of C-3PO were pleased that he took a more active role in the film, reclaiming his comic relief position from Jar Jar Binks. Originally he was supposed to be introduced in his skeletal form from Episode I (Anthony Daniels actually operated the puppet on location in Tunisia) and Padme would give him his "skin" in a later scene. However, this idea was dropped and 3PO was digitally inserted into these scenes with his coverings already in place. Thanks to the digital R2 used for many scenes, Kenny Baker was only inside R2 for one shot in the final film.

Even characters that were annoying in the last film, such as the Trade Federation, are a much more welcome presence thank to less screen time and better dialogue.

Jonathan Hales' input generally seems to have improved the dialogue. There are still plenty of groaners, particularly in the romantic scenes (Lucas said he wrote the love story to be deliberately old-fashioned), but the film has more humorous one-liners akin to the original trilogy than Episode I did.  

The romantic scenes bore the brunt of the criticism of the dialogue, and those scenes really needed further polishing. The fireplace scene is one of the chief culprits. It may have been an attempt by Lucas and Jonathan Hales to emulate the sort of tortured romance found in movies such as Kevin Smith's Chasing Amy (compare this scene with the one in Smith's film where Ben Affleck's character confesses his love for his lesbian friend) but the dialogue is so artificial and the staging so awkward that it doesn't really work.

The dialogue scenes between the two are generally better when they're talking about things other than romance, such as when Anakin reveals his ideal political system would be a benevolent dictatorship - not a far stretch from Vader's quest to bring order to the galaxy. Even when the dialogue does become too cheesy (such as the infamous scene where Anakin says that he hates sand and prefers Naboo where everything is "soft and smooth") the actors and scenery are so easy on the eye that it's not really a chore to sit through these scenes.  

Lucas returned to the director's chair with something to prove after the criticism of Episode I, and for the most part he does a far better job. The scenes move quicker and the actors are given more freedom in their roles. It's clear that Lucas is still an evolving filmmaker, whose leave of absence meant he never matured to the level of his peers, such as Steven Spielberg and Martin Scorsese.

The digitally projected version of the film looked amazing and everything was much more clear than in the regular film print. The choice of digital may have freed Lucas and his crew, as the film is shot more creatively than TPM. During the Battle of Geonosis, the shaky camerawork and fast zooms on the gunships almost give it a war documentary feel.

The film uses less real sets and locations than TPM, perhaps giving it a more artificial feel. Despite this the design of the film is fantastic, with more planets and aliens than any previous Star Wars movie. The Outlander nightclub is an impressive location and one of the few complete sets built for the film. Kamino is particularly stunning, as technology finally allowed Lucas to create a watery planet. The stark white production design in these scenes recalls Kubrick's 2001: A Space Odyssey and Lucas's own THX-1138.

It's great to see the Tatooine homestead again, recreated in the same location as the first film. The choice of Lake Como in Italy for Padme's retreat on Naboo gives the romance a more naturally beautiful backdrop. Geonosis has many superficial similarities to Tatooine, but the design of the insect-like Geonosians and the almost gothic arena (which was created in miniature) make it sufficiently different.

As with Episode I, many abandoned designs and ideas from the original trilogy would finally be realised in this film. One example is the flying beasts on Kamino, which were originally designed for Cloud City in Empire.

The costumes are wonderful for the most part. Padme in particular has a far more sensual wardrobe (her gallery of revealing clothing threatens to give Leia's slave costume a run for its money). She does have a few too many costume changes for believability, though, and the scene where she tells Anakin their relationship can't work, while wearing a leather corset which pushes her boobs up, must be a classic example of mixed messages. Anakin's costume is darker than the usual Jedi outfit, which suggests his character's progression.

Clones is a much more exciting film than Menace, and the action scenes are executed with much more panache. The opening chase is a real thrill ride (apparently a speeder crashing into a building was cut because of 9/11). The final half hour or so is possibly the most action-packed final act in a movie ever. Lucas builds cliffhanger on top of cliffhanger with the skill of a master showman. While some found this overkill, no one can say they don't get their money's worth from the film in the final act. The fights also have a Sergio Leone (Yoda the gunslinger) and Akira Kurosawa (the fight between Jango and Obi-Wan in the rain) influence.

The film is the most fast-paced of the saga, but that's not always a good thing. The jumping between scenes feels a little too rapid and random, especially in the first half. While it keeps the plot moving, it also makes it hard to get involved in some of the scenes. The editing is better in the last act, aside from the cut and paste job done on John Williams's score (more about that later).

As with Menace, there were several major scenes cut, and some of these would have improved the film if they had been left in. The scenes with Padme's family on Naboo would have given her character more depth and perhaps helped the romance. The omission of several key scenes relating to Count Dooku (a discussion of how he became one of the "Lost 20" who left the Jedi order and a later scene where he sentences Anakin and Padme to death) also probably took some of the character's depth away. There was also an attack on a droid control ship that was cut. This would have revealed that the droids had been upgraded to operate even without the signal from the ship.

The visual effects improve on Menace, with ILM taking things to the next level. The film would require four visual effects supervisors, who were rather scared when they heard Lucas had held back on Episode I. Like many, I had been skeptical about the digital Yoda before I saw the film, but the first shot of him took my breath away. The animators, led by Rob Coleman, did their best to have the CG model look like the original puppet (they even recreated scenes from Empire as a test), flaws and all.

Aside from a few very fake-looking CG stunt people (though a closeup of a digital Obi-Wan during the Jango fight looks remarkably real) and some other effects that look like they could have used a bit more render time (such as Anakin riding the fat bottomed animal on Naboo), the special effects are near flawless.

The Kaminoans are probably the most eerie CGI aliens yet seen in a film (Lucas wanted them to look like the classic aliens found in films such Close Encounters of the Third Kind), and their flowing digital fabric is almost hypnotic. The Geonosians are creepy, sharing their appearance with the droids they make.

Many people were surprised to learn that every single Clone Trooper in the film was computer generated. While they look impressive, one does wonder why Lucas didn't just put some extras in costume, at least for the closeups.

The score is even better than that of Episode I. John Williams again excels at tying in new themes with existing classics. The most memorable new piece is Across the Stars - a beautiful love theme that underscores the tragedy the two lovers will face in the future. This theme also adds a lot of emotion where the script is lacking. The sinister cue for Dooku and the Separatists is also very effective. Williams branches out by even using an electric guitar during the Zam the Assassin track. The reuse of classic themes such as the Imperial March is also much welcome.

My only complaint with the music is the editing. William's score has really been butchered in parts, with whole chunks of it replaced with music from TPM. Williams did write a new piece for the final battle, but most of it is never heard in the film, due to Lucas being unable to get Williams back in to rescore the film after last minute editing.

Clones is a darker and deeper film than Menace, that examines how a Republic can decay from the inside and how a good person can find themselves beginning on a journey to the Dark Side. As Homer Simpson would say, cloning is a troubling issue, though the film doesn't really explore this aspect much.

Overall, Clones improves on Menace on almost every conceivable level. What we got in 1999 was just a teaser of a Star Wars movie by a director who'd been out of practice for two decades. What we have here is the real deal.

However, Clones is not without several significant flaws. Aside from the aforementioned problems with the love story, the busy plot raises more questions than it is able to answer. The business of who hired the Kaminoans to build the clone army, under the name of a deceased Jedi named Sifo-Dyas, is barely addressed and no answer would ever be given in the films (like many plot holes in the saga, it would be left to the expanded universe books).

There are other plot strands that go undeveloped (why did Zam Wesell have to be a changeling? She never uses that power to aid her escape) and certain characters that are sketched too thinly for comfort. Bail Organa (Jimmy Smits) is obviously an emerging character because he has virtually no impact on this film.

On the other hand, some things are over explained (such as the plans for the Death Star being shown in closeup after they have already been glimpsed clearly in the background several times). The rush to meet the simultaneous worldwide release date (a first for a Star Wars film) also seems to have slightly hurt the production quality.

Despite the early buzz that Clones was the film Episode I should have been, critical reviews were equally mixed. Many critics said it was an improvement over Menace, yet ended up giving it the same or even worse scores! The love story became the Jar Jar Binks of the film, the main focus of all the scorn that was heaped on Lucas and his work.

Fan reaction was more positive, with many hailing it as the best Star Wars film since Empire. With its slightly more mature tone and more eventful storyline, fans didn't have to be ashamed to enjoy the film as some had been with Menace.

At the North American box office, the film had a huge Thursday opening of $30 million and an opening weekend of $80 million, comfortably beating the opening of Menace. Ordinarily this would have been very impressive, but unfortunately the film Clones had to beat was not a previous Star Wars film but that same summer's Spider-Man. The webcrawler was exactly the kind of heroic, uplifting film America needed in the wake of 9/11. It earned over $400 million in the U.S. alone.

By comparison, Clones's total of $310 million (including $8 million from the later IMAX release) looked somewhat disappointing. Of course, the idea that a film could make over $300 million in the U.S. and over $600 million worldwide and still be considered a disappointment was patently ridiculous, but that was the expectations the prequels had to live with.

As with Menace, there was another backlash against the film months after its release. Perhaps in reaction to the fact that this was the first Star Wars film to not become the most successful movie in the year it was released, the knives started to come out, even from fans.

Some critics also reversed their opinion on the film. Peter Travers of Rolling Stone magazine, who had initially given the film a mostly positive review (to quote" "Clones is crammed with action, grand digital design and a dark side Lucas hasn't flaunted since 1980's The Empire Strikes Back"), decided later on that it was in fact one of the worst films of the year.

Whether these reversals were the result of seeing the flaws in the film on repeat viewing or simply jumping on the Lucas-bashing bandwagon is hard to determine, but it is a rather unique phenomenon that only seems to have plagued the prequels. Other films usually have to wait years before they get re-evaluated to such an extreme degree! It was no surprise when Clones lost the only two awards it was nominated for at the Oscars, this time to The Lord of the Rings: The Two Towers.

Lucas remained unaffected by most of the criticism, as he had with Menace. He was making the films his way, and had the freedom to finish the trilogy no matter how big a backlash there was against his vision. Though many former fans had now given up on the prequels for good, many more still eagerly awaited Episode III, which was expected to be both the best of the trilogy and the closest to the feel or the original three films.

To tide fans over, Lucas produced the Clone Wars cartoon to fill in the gaps between Episodes II and III. The series was directed by acclaimed animator Genndy Tartakovsky and was so well received a third season was produced that acted as a direct prologue to the events of Episode III.

The original trilogy was also finally brought out on DVD, after Lucas saying for years that it wouldn't appear until after Episode III was released. The box set, released in late 2004, features even further changes to the films, making them unofficially the Special Editions 2.0.

Most of the changes in A New Hope were improvements, such as Jabba being replaced with a better CGI model and the Han and Greedo confrontation being changed yet again so that they both fired at the same time. Obi-Wan's call to scare off the Tusken Raiders was changed for an unknown reason. The text on the Death Star tractor beam controls was changed from English to the Star Wars language, Aurebesh

In Empire, Ian McDiarmid was added as the Emperor (the scene was shot during the making of Episode III). This was most welcome, though the changed dialogue, which makes it seem as if Vader doesn't already know Luke is his son, was unnecessary. Boba Fett was revoiced by Temuera Morrison to match his father's voice, but the delivery of the lines leaves something to be desired. Thankfully, Luke's cowardly scream was removed.

In Jedi, the matte lines around the Rancor were finally improved. Sebastian Shaw's eyebrows were digitally removed to hint at Anakin's injuries. Naboo was added to the final celebrations (we even see a Gungan), and the Jedi Temple is still intact on Coruscant. The most controversial change was adding Hayden Christensen as Anakin's force ghost at the end of Jedi. While Lucas explained this by the fact that Anakin "died" as a Jedi when he became Vader, it is somewhat jarring to see Sebastian Shaw replaced by an actor who hadn't even been born when the scene was originally shot.

The same year saw a less heralded but equally significant re-release of another of Lucas's film. THX-1138: The George Lucas Director's Cut was actually a special edition of the existing film, with added effects, though it was done more subtly than the Star Wars Special Editions. More importantly than the added effects, it allowed for a welcome re-examination of one of Lucas's overlooked gems.

Despite the complaints with Lucas's increasing revisionsm, the DVD of the original trilogy only added to the excitement over the upcoming release of the final Star Wars film.






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Original site concept by Arran McDermott. Design by Melanie McDermott, 2006.
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