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Cool Videos: Star Wars: Episode II - Attack of the Clones reimagined so it doesn't suck

Aug. 14, 2013by: Jesse Giroux

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Some people enjoyed the last three STAR WARS films from George Lucas, however for most of us the movies were a major disappointment and they just weren't as good as the ones from the original trilogy. Many fans consider PHANTOM MENACE to be the worst out of the bunch, but ATTACK OF THE CLONES is no masterpiece either. This new video from Belated Media covers some of the problems many fans had with STAR WARS: EPISODE II - ATTACK OF THE CLONES, as well as things they would change that they think would make the film much better. It includes scenes they would change, add or cut, as well as the reasons why they think it would improve the movie.

Belated Media also did one for STAR WARS: EPISODE I - THE PHANTOM MENACE last year, and I've included it below too since some of the things they changed in PHANTOM MENACE also affects ATTACK OF THE CLONES. Both videos are fairly long but it's obvious Belated Media put a lot of time and though into this.

And J.J. Abrams? This is what you don't want: fans telling you how to make your movie better. Don't f*ck this up dude!

If you find a cool movie-related video online that you think other readers would appreciate, please email us the link/info at coolvideos@joblo.com.

EPISODE II

EPISODE I

Extra Tidbit: I love Natalie Portman but my GOD is she terrible in the STAR WARS movies, although it doesn't help that she has to spit out some truly awful dialogue in the films...

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8:46AM on 08/16/2013
The prequels weren't great but I always liked Attack Of The Clones the best of the three, largely because of the ship and city designs in it - some really beautiful production work in it admittedly marred by some of the performances and most of the dialogue. A lot of the aliens and cityscapes reminded me a lot of Philippe Druillet's comic art, so I don't hate Attack of the Clones as much as some people seem to.
The prequels weren't great but I always liked Attack Of The Clones the best of the three, largely because of the ship and city designs in it - some really beautiful production work in it admittedly marred by some of the performances and most of the dialogue. A lot of the aliens and cityscapes reminded me a lot of Philippe Druillet's comic art, so I don't hate Attack of the Clones as much as some people seem to.
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+1
1:12PM on 08/15/2013
This is light years better than anything in the prequels. They are horrible, and for more reasons than can be enumerated In a YouTube video. Mainly they're terrible because George Lucas took full creative control and there was no one to roll their eyes and ignore his wretched storytelling this time around. '99 Lucas even turned his back on the prequel stories related by '77 Lucas in the original film.

Tidbit:

It isn't really fair to judge any of the actors in the prequels. Spouting
This is light years better than anything in the prequels. They are horrible, and for more reasons than can be enumerated In a YouTube video. Mainly they're terrible because George Lucas took full creative control and there was no one to roll their eyes and ignore his wretched storytelling this time around. '99 Lucas even turned his back on the prequel stories related by '77 Lucas in the original film.

Tidbit:

It isn't really fair to judge any of the actors in the prequels. Spouting wooden dialog to a broomstick with a tennis ball on it while surrounding on all sides by green screens isn't exactly conducive to the Stanislavski method.
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3:58AM on 08/15/2013
I was talking about this with my roommates, and the problem with this is the same problem I have with all these "make the trilogy better" ideas. Yeah, it's *better*, but once you get past Ep1, it's ALL your material. You're not actually fixing anything, you're just riffing off the ideas you established when you fixed Ep1. By the time you get to the third one, none of Lucas's stuff is left. So it's pointless.
Now, what would actually be interesting is if he approached EVERY prequel movie in
I was talking about this with my roommates, and the problem with this is the same problem I have with all these "make the trilogy better" ideas. Yeah, it's *better*, but once you get past Ep1, it's ALL your material. You're not actually fixing anything, you're just riffing off the ideas you established when you fixed Ep1. By the time you get to the third one, none of Lucas's stuff is left. So it's pointless.
Now, what would actually be interesting is if he approached EVERY prequel movie in a vacuum, pretending that the previous films are what they really are and his earlier changes were ignored. Now THAT would be interesting: how would you make Episode 2 better assuming Episode 1 was released as-is? THERE'S a challenge.
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3:07AM on 08/15/2013
We're in the year 2013 and people are STILL whining over the prequels? They suck, WE GOT IT. Besides, didn't Red Letter Media basically made the definitive trilogy of criticism videos? If the video at least offered up something new, I could say something positive about it but this guy is too late to the party.
We're in the year 2013 and people are STILL whining over the prequels? They suck, WE GOT IT. Besides, didn't Red Letter Media basically made the definitive trilogy of criticism videos? If the video at least offered up something new, I could say something positive about it but this guy is too late to the party.
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11:18PM on 08/14/2013

No

Lucas would have just told him to fuck off. Suggest minor changes. Don't throw out his entire script and give him yours and tell him it is much better.
Lucas would have just told him to fuck off. Suggest minor changes. Don't throw out his entire script and give him yours and tell him it is much better.
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+1
6:31PM on 08/14/2013

Here's my beef.

His ideas are not bad, and some are pretty good, and some are ideas I've even thought of. But that's the thing, it's been 10 years since Attack of The Clones has been released. We've all had plenty of time to come up with a better structured plot and story. I bet you he would not have come up with half of these ideas prior to the prequel releases. I love that Star Wars is now all about changes, and not just from Lucas.
His ideas are not bad, and some are pretty good, and some are ideas I've even thought of. But that's the thing, it's been 10 years since Attack of The Clones has been released. We've all had plenty of time to come up with a better structured plot and story. I bet you he would not have come up with half of these ideas prior to the prequel releases. I love that Star Wars is now all about changes, and not just from Lucas.
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3:47PM on 08/14/2013

Ugh, I hate this smug shit.

Look, we all know fans are divided over the prequels, with most despising them. But the smugness of these kinds of videos just really irritates me. It seems so...easy? Pandering? What's the laziest way to get tons of views, tons of fan cred and seem cool? Talk shit on a movie that people have been talking shit on for over a decade, which has a rabid fanbase--then throw in some smug attitude to appeal to the hipsters. Pass. I made it about three minutes into this video before the guy just
Look, we all know fans are divided over the prequels, with most despising them. But the smugness of these kinds of videos just really irritates me. It seems so...easy? Pandering? What's the laziest way to get tons of views, tons of fan cred and seem cool? Talk shit on a movie that people have been talking shit on for over a decade, which has a rabid fanbase--then throw in some smug attitude to appeal to the hipsters. Pass. I made it about three minutes into this video before the guy just irritated me too much to finish it. Reminds me of Max Landis and his insufferable Star Wars video.
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4:01AM on 08/15/2013
I think the difference here is this guy is an honest-to-god scriptwriter, and in a sense he's using the prequels more as a springboard for explaining how to tell a story. If you treat it more like a storytelling instructional video, you get a lot more out of it. But if you go in assuming smug trash talk, that's obviously all you're gonna get.
I think the difference here is this guy is an honest-to-god scriptwriter, and in a sense he's using the prequels more as a springboard for explaining how to tell a story. If you treat it more like a storytelling instructional video, you get a lot more out of it. But if you go in assuming smug trash talk, that's obviously all you're gonna get.
3:05PM on 08/14/2013
Sorry, the guy to me just comes across as a pretentious d-bag. He starts the video off with "What if Episode 2 was good, like really good?!!" Then he gives these points that really don't make the movie that much better. We saw Anakin's pilot skills in Episode 1, when he wins the race with a homemade pod. There was an entire sequence on it. We don't need to reiterate that in Episode 2. Nothing he says is creative enough to make the movie "like really good." His version would suck just as well.
Sorry, the guy to me just comes across as a pretentious d-bag. He starts the video off with "What if Episode 2 was good, like really good?!!" Then he gives these points that really don't make the movie that much better. We saw Anakin's pilot skills in Episode 1, when he wins the race with a homemade pod. There was an entire sequence on it. We don't need to reiterate that in Episode 2. Nothing he says is creative enough to make the movie "like really good." His version would suck just as well. It's easy, or it seems easy, when you have a finish movie in your hands to critique, but he should try doing it from scratch. Then we can see how much better he can make a movie.
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3:45PM on 08/14/2013
Yep, I agree with you: it's just annoying nerd-rambling. Insufferable.
Yep, I agree with you: it's just annoying nerd-rambling. Insufferable.
2:56PM on 08/14/2013

My Two Cents

Basically, the only thing the Star Wars Prequel Trilogy proved is that you cant try to fill in backstory 20 years later unless you have already fully fleshed it out and have decided to stick to that iteration. It feels like the whole tone of the movie shifted, the concept shifted, the mythology shifted, and yet they forced in ( no pun intended ) well known characters just to make people feel like the movie is familiar and still connected to the same universe. From now on, lets do movies in the
Basically, the only thing the Star Wars Prequel Trilogy proved is that you cant try to fill in backstory 20 years later unless you have already fully fleshed it out and have decided to stick to that iteration. It feels like the whole tone of the movie shifted, the concept shifted, the mythology shifted, and yet they forced in ( no pun intended ) well known characters just to make people feel like the movie is familiar and still connected to the same universe. From now on, lets do movies in the proper chronological order. I would have much rather seen them do a trilogy of sequels rather than tell the story that EVERYONE who loves the franchise more or less already knows, or at least know the outcome.
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2:04PM on 08/14/2013
I like a lot of what he did, but there needs to be a climactic lightsaber battle at the end of the movie. Dooku getting blown up and sacrificing himself is good for the story, but the battle is needed. Maybe Dooku and Obi Wan vs. Darth Maul would accomplish the same thing while continuing the battle with Maul for the third one.

I honestly always thought that Anakin should have turned at the end of the second one and spent the third movie manipulating the Jedi while Obi Wan slowly finds out
I like a lot of what he did, but there needs to be a climactic lightsaber battle at the end of the movie. Dooku getting blown up and sacrificing himself is good for the story, but the battle is needed. Maybe Dooku and Obi Wan vs. Darth Maul would accomplish the same thing while continuing the battle with Maul for the third one.

I honestly always thought that Anakin should have turned at the end of the second one and spent the third movie manipulating the Jedi while Obi Wan slowly finds out about Anakin and the betrayal occurs.
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4:03AM on 08/15/2013
Yeah, his ending needs a ton of work. Unlike his first video, which is actually really informative, the second one feels unfinished. More like a sketch of broad ideas that *might* be good, but have no substance to them yet.
Yeah, his ending needs a ton of work. Unlike his first video, which is actually really informative, the second one feels unfinished. More like a sketch of broad ideas that *might* be good, but have no substance to them yet.
+2
12:26PM on 08/14/2013

Imax version

Remember seeing the rerelease in imax & this is when they had to cut the movies so the running time would not overheat the Imax system. They cut most of the unneeded romance scenes & such = better movie.
Remember seeing the rerelease in imax & this is when they had to cut the movies so the running time would not overheat the Imax system. They cut most of the unneeded romance scenes & such = better movie.
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+2
12:25PM on 08/14/2013

OMG!!

This dude has made some veeeeeeerrrrrryyyy interesting points that I never thought of before. These could've been very different a.k.a. better films. The original 2003 Clone Wars micro series(not the stupid CG series) kind of explored the Obi-wan/Anakin bromance but only to a point, as for Darth Maul, I totally agree that could've been a stellar motivation.
This dude has made some veeeeeeerrrrrryyyy interesting points that I never thought of before. These could've been very different a.k.a. better films. The original 2003 Clone Wars micro series(not the stupid CG series) kind of explored the Obi-wan/Anakin bromance but only to a point, as for Darth Maul, I totally agree that could've been a stellar motivation.
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6:59PM on 08/14/2013
I agree!
I agree!
+0
12:24PM on 08/14/2013
yea, not agreeing with AOTC story, some of the changes are fine, but it didnt build on the anger and fear Anakin was dealing with. the way this story is going, its like it grooming Obi Wan to be Vader. i think the important parts that need to be are Obi Wan and Anakin relationship, the love between Padme and Anakin that doesnt feel forced, and Palpatine relationship with Anakin, cuz after all, it is Palpatine that pushes him further into the dark side. I do like some of the ideas, but i does
yea, not agreeing with AOTC story, some of the changes are fine, but it didnt build on the anger and fear Anakin was dealing with. the way this story is going, its like it grooming Obi Wan to be Vader. i think the important parts that need to be are Obi Wan and Anakin relationship, the love between Padme and Anakin that doesnt feel forced, and Palpatine relationship with Anakin, cuz after all, it is Palpatine that pushes him further into the dark side. I do like some of the ideas, but i does seem slightly boring. the inclusion of Maul would have been cool.
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-2
12:02PM on 08/14/2013
Attack of the clones was by far the worst! WTF!? If it wasn't for that love story it might have been watchable.
Attack of the clones was by far the worst! WTF!? If it wasn't for that love story it might have been watchable.
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4:06AM on 08/15/2013
Think about it: sure, Phantom Menace was awful, but at least it set up ideas that could've been investigated later. It was the 2nd movie's job to pick up that slack AND it was the 2nd movie's job to increase the momentum so the 3rd wouldn't have to carry the whole trilogy on its back. Phantom only failed in one direction; Clones failed going BOTH ways. It dropped the ball with Phantom's few measly ideas, then left a pile of shit for Revenge to work with.
Think about it: sure, Phantom Menace was awful, but at least it set up ideas that could've been investigated later. It was the 2nd movie's job to pick up that slack AND it was the 2nd movie's job to increase the momentum so the 3rd wouldn't have to carry the whole trilogy on its back. Phantom only failed in one direction; Clones failed going BOTH ways. It dropped the ball with Phantom's few measly ideas, then left a pile of shit for Revenge to work with.
+5
11:29AM on 08/14/2013
having the naboo planet be alderan would have been great
having the naboo planet be alderan would have been great
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11:15AM on 08/14/2013
How wrong is it that all I think of when AOTC springs to mind is Obi-Wan meeting with the cgi chef in the 'johnny rockets' type restaurant.
Maybe I should watch it again, haven't seen it since it's cinema release.
How wrong is it that all I think of when AOTC springs to mind is Obi-Wan meeting with the cgi chef in the 'johnny rockets' type restaurant.
Maybe I should watch it again, haven't seen it since it's cinema release.
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10:22AM on 08/14/2013
I enjoy the character building... but otherwise his version seems like it would be pretty boring. Where is the climactic lightsaber battle?! Just a brief run in with Darth Maul. Bleh.
I enjoy the character building... but otherwise his version seems like it would be pretty boring. Where is the climactic lightsaber battle?! Just a brief run in with Darth Maul. Bleh.
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10:45AM on 08/14/2013
ANY lightsaber battle is empty spectacle without any previous 'character building'.

Look at the duel in Epidose 1 and then compare it to the duel in Empire...
ANY lightsaber battle is empty spectacle without any previous 'character building'.

Look at the duel in Epidose 1 and then compare it to the duel in Empire...
4:11AM on 08/15/2013
To be fair, he's giving an outline of the story, not a blow-by-blow. If I gave you an outline of Empire Strikes Back, you'd say the same thing: "Where are all the lightsaber battles"? I'll tell ya where: everywhere I said "they fight". What else is there to say??
To be fair, he's giving an outline of the story, not a blow-by-blow. If I gave you an outline of Empire Strikes Back, you'd say the same thing: "Where are all the lightsaber battles"? I'll tell ya where: everywhere I said "they fight". What else is there to say??
10:17AM on 08/14/2013
I would have preferred this as AOTC than what we got. I like that he thought to bring in Owen and Bail on a more personal level rather than randomly finding them. Oh well. Is what it is.
I would have preferred this as AOTC than what we got. I like that he thought to bring in Owen and Bail on a more personal level rather than randomly finding them. Oh well. Is what it is.
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10:12AM on 08/14/2013
Hayden is by far the worst actor of the prequel trilogy. Sure he does the fights good but when he starts talking or "getting angry", it's painful to watch. That and of course Lucas' corny dialogue.
Hayden is by far the worst actor of the prequel trilogy. Sure he does the fights good but when he starts talking or "getting angry", it's painful to watch. That and of course Lucas' corny dialogue.
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9:45AM on 08/14/2013
Don't have time to watch them right now, but Attack of the Clones, as I remember it, was a really WEIRD experience. One of those half-bad movies, where you aren't really sure where to draw the line. Basically, it redeemed the character of Obi-wan Kenobi, we got Jango Fett, Christopher Lee, and it was probably my favorite time watching Samuel L. Jackson as a Jedi (PURPLE LIGHT SABER!). But the other half was pretty dreadful. I haven't revisited it since 2002, but all I could think at the time
Don't have time to watch them right now, but Attack of the Clones, as I remember it, was a really WEIRD experience. One of those half-bad movies, where you aren't really sure where to draw the line. Basically, it redeemed the character of Obi-wan Kenobi, we got Jango Fett, Christopher Lee, and it was probably my favorite time watching Samuel L. Jackson as a Jedi (PURPLE LIGHT SABER!). But the other half was pretty dreadful. I haven't revisited it since 2002, but all I could think at the time was at least it's not as bad as Episode I.
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4:13AM on 08/15/2013
Unfortunately, it's one of those movies that gets worse the more you see it. The redeeming elements really just end up being the great action sequences.
Unfortunately, it's one of those movies that gets worse the more you see it. The redeeming elements really just end up being the great action sequences.
9:45AM on 08/14/2013
Hindsight is 20/20 and of course when one does this type of video, one runs the risk of coming off like Max Landis - but this guy is pretty entertaining and has raised some pretty good points. I do like how a lot of the changes have to do with character consistency and building believable relationships between the characters. When I saw Attack of the Clones at age 9, I thought it was the best thing since sliced bread (well, almost). It's got its cringe-worthy moments, particularly attempts at
Hindsight is 20/20 and of course when one does this type of video, one runs the risk of coming off like Max Landis - but this guy is pretty entertaining and has raised some pretty good points. I do like how a lot of the changes have to do with character consistency and building believable relationships between the characters. When I saw Attack of the Clones at age 9, I thought it was the best thing since sliced bread (well, almost). It's got its cringe-worthy moments, particularly attempts at romance, but I think there's still stuff to recommend - fun airspeeder chase with Zam Wessell, the Geonosian Gladatorial arena, Padme baring midriff and fighting with the "you call this diplomacy?" scene, and Jango Fett who was cool. I know Boba being a clone isn't popular but let's face it, Lucas could've f-ed up his backstory way worse, judging from what was done with Anakin.
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