Star Wars: An Explication – Part 2

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Star Wars: An Explication – Part 2

Episode II: Attack of the Clones

Header image

“Everything of psychic origin has a double face.

One face looks forward, the other back…

A voice says, ‘But you are still a child.’

– C.G. Jung

Part I: Clouded Visions

1-Clouded visions

If Star Wars is about finding balance between the appetites and the intellect, and the best Star Wars films are those that find this ideal balance between spectacle and theme, allow me to open this review boldly, by suggesting that Attack of the Clones – the franchise’s most underrated entry – finds that balance nearly perfectly. While The Phantom Menace had perhaps too much of a tendency to convey concepts through dialogue, its sequel communicates ideas through images, sounds, and actions, fusing emotion with abstraction. It is rife with symbolism, but its themes are married almost seamlessly to its propulsive, tightly wound story. This is a film that can be watched for the sheer, simple pleasure of watching it, but it is also a film that can be luxuriated in and studied, as Lucas – per his custom – uses every bit of silly lowbrow text at his disposal to communicate a cohesive highbrow subtext. The opening scene alone is incredibly well constructed, a veritable microcosm of the film’s concerns, communicating central ideas with barely a word of dialogue. In fact, theme is woven into the narrative so fundamentally that it’s rarely verbalized or expressed outright, leading to the misconception that Attack of the Clones is shallow, simplistic, or haphazard.

It’s anything but.

Star Wars has always been a work of pastiche, all the way back to its Flash Gordon meets Akira Kurosawa origins. Here, Lucas casts a net that is both wider and more intimate than ever before, expanding the saga’s repertoire to include musicals (The Sound of Music), ‘50s melodrama (A Place in the Sun), and film noir, while also referencing other works of contemporary science-fiction such as Blade Runner and doubling down on films that inspired the original Star Wars: The Searchers and Lawrence of Arabia. Moreover, this is the only installment of the saga to reference Lucas’ own pre-Star Wars works, THX-1138 and American Graffiti, and as such it takes on a fittingly introspective quality. Lucas draws from his own cinematic history with elements like Anakin’s yellow speeder, an obvious nod to John Milner’s yellow Ford Coupe in Graffiti, Dexter Jettster’s ‘50s-styled diner with its rolling droid waitress, and the cloning facility’s THX-1138-esque sterile white surfaces and blue-tinged, fetus-containing test tubes. And it certainly seems that Lucas compared notes with his close friend Spielberg, whose A.I. Artificial Intelligence from 2001 has surprising resonances with Clones (which came out in 2002): both are preoccupied with perpetual adolescence and descents into watery, unconscious depths, with imagery infused with Jungian psychology and the logic of fairy tales and nightmares.


The first act of Episode II is carefully constructed to set up the symbols and themes that will be explored in the following two acts. After its opening crawl, the film begins with a pan up. Every other Star Wars film pans down from the iconic yellow letters; from the very first shot, by reversing the motion of the elements onscreen, Lucas inverts the tradition in subtly disorienting ways and prepares us for a film that will deconstruct Star Wars’ familiar iconography. The reversals continue as yellow ships enter the frame, turning upside down, approaching a planet from the bottom of the frame. Typically, the planet occupies the bottom of the frame and the ships approach from above.

3-Descent into clouds

Significantly, as the Naboo ship approaches Coruscant, we first see its shadow, projected onto the clouds. Then it descends into the clouds. This action – descent into clouds, fog, or smoke, will be repeated over and over again throughout the film. “The Dark Side clouds everything,” Yoda says in a crucial line from the subsequent scene. In Episode II, characters are constantly going down into the clouded, shadowy, id-infused depths that Episode I hinted at – usually in pursuit of some elusive truth.

The ship lands on a platform and there is a moment of false relief. The head of security, who has an eyepatch obscuring one eye, rendering him half-blind like C-3PO in The Phantom Menace, gets the film’s deeply ironic opening line: “We made it. I guess I was wrong. There was no danger at all.” Then Padmé – masked in the uniform and helmet of a fighter pilot – watches the destruction of her own doppelgänger (or Clone, perhaps). Here, Lucas pushes the decoy symbolism of Phantom Menace even further, bifurcating Padmé into a senator (clothed in white, connoting purity) and a warrior. With this literal doubling or cloning, the warrior Padmé can only watch and mourn the death of the senator Padmé, who says, “I’ve failed you, Senator” – recalling proclamations throughout the prequels of the failure of institutions or philosophies. “No,” Padmé says, denying the knowledge of her dangerous position and the loss of her other self. Throughout the film’s first act, she will refuse or reject protection, instead desiring knowledge – but this knowledge will ultimately destroy her.


The scene is fraught with ominous meanings. Doppelgängers are often considered harbingers of bad luck; traditionally, their appearance foreshadows one’s death. Moreover, within the framework of the prequels, doubles often represent repressed desires or unconscious shadow selves. It’s all right there in the title: Attack of the Clones. “Clones” here refers most obviously to the clone army, but it also refers to the Jungian shadows of the main characters and the galaxy as a whole. Menace was preoccupied with duality, but the doubles there were in a state of uneasy stasis. Here, the conflict between the conscious and unconscious, the Light Side and the Dark, will erupt in turmoil as the Dark Side attacks. Indeed, as the opening crawl states, “There is unrest in the Galactic Senate.”

5-Attack of the Clones opening crawl

The political context in a Star Wars film always plays into its core concerns. Here, there is a sense of fissures widening across the galaxy: the opening crawl informs us that the military conflict is brewing between the Republic and a group of seceding systems known as the Separatists, who want to break away from the government of the Senate. The Phantom Menace ended with a series of separations, and here the motif continues on a much larger scale. “I will not let this Republic that has stood for a thousand years be split in two,” Palpatine declares – but his intention is not to foster unity but to consolidate power for himself.

After the opening, we see that the color symbolism established in Phantom Menace has carried over. The interiors on Coruscant are still coded to red and blue. Now the seat of power is Palpatine’s strikingly red office, as the Republic is secretly governed by his ravenous appetite for control. Padmé stays in a predominantly blue apartment – though it is accented, tellingly, with yellow highlights. Soon after, we meet a shapeshifting “changeling” character, who – aptly – wears purple.

6-Color-coded Coruscant interiors

The early scenes setting the plot in motion have struck many viewers as tedious, drily performed, and even actively offensive, but they cover quite a lot of ground, and do so quite efficiently. One oft-repeated cry against the prequels is that they focus too much on politics, but here Lucas cuts away from a lecture on democracy to some (vaguely phallic) creepy crawlies trying to assassinate Padmé. He’s not exactly abandoning the series’ pulpy origins to get into dense political theory here. There are about 5 minutes’ worth of political maneuvering in this film’s 150-minute runtime. The politics are there, but they’re always tied into spectacle or broader themes: “I have observed that [Palpatine] is very clever at following the passions and prejudices of the Senate,” Obi-Wan says. (Emphasis mine.)

From the beginning, we can sense something amiss in the relationship between Obi-Wan and Anakin (Hayden Christensen). Their banter is amusing, but carries a distinctly competitive undercurrent. Obi-Wan constantly puts Anakin down, usually referring to him as “my young Padawan,” or variations that always emphasize ownership (“my”), inferiority (“young”), and inexperience (“apprentice/Padawan/learner”). Anakin, meanwhile, is sullen and defiant; Christensen delivers his arrogant boasts in a whining tone that sounds like it’s always straining to sound mature. As frequently maligned as his performance is, I find Christensen’s work here to be rather fittingly modulated. Audiences loathe Christensen’s Anakin not because he is a wooden actor, or because his delivery is particularly stilted – since when have Star Wars films been preoccupied with their actors’ talents? – but because Lucas wrote him (deliberately, I think) as a profoundly unlikable character. The painfully miscalculated nature of his early flirtations with Amidala seem to indicate that significant flaws in the Jedi methods of training have failed to teach him real maturity. Considering what we know of the Jedi philosophy, it seems likely that they’ve neglected to teach Anakin how he should express his passions properly, instead encouraging him to repress them – which, in turn, leaves the unconscious desires to bubble to the surface in thoroughly troubling ways. What, after all, would Freud make of Anakin leaping onto Padmé’s bed and brandishing his lightsaber about? But more on that later.

(Another indication of the unconscious wishes at work in the galaxy: it is the malevolent puppetmaster Palpatine who suggests that Obi-Wan and Anakin be assigned to protect Amidala, thus sending the young and impressionable Anakin into a situation where he will be tempted by repressed desire. Upon entering Padmé’s suite, the Jedi are greeted by none other than Jar-Jar Binks, a representative of the undersea-dwelling Gungans.)

The early interactions between Obi-Wan and Anakin effectively illuminate their different personalities and philosophies. Discussing the Senate, Obi-Wan, a big-picture thinker who neglects personal desires in favor of abstractions, makes sweeping generalizations about how politicians are corrupt and ought not to be trusted. Anakin, preoccupied with the tangible, responds by making specific claims about specific politicians – one of whom will become his wife, and the other his master. Obi-Wan places an undue emphasis on the “mind” and “thoughts”: he responds to one of Anakin’s boasts with the dismissive retort, “Only in your mind, my very young apprentice.” Later, entering a nightclub at the end of a chase, he exhorts Anakin: “Patience. Use the Force. Think.” This is a striking contrast to Qui-Gon’s admonition from Phantom Menace: “Concentrate on the moment. Feel, don’t think. Use your instincts… may the Force be with you.” Obi-Wan emphasizes thinking ahead, while Qui-Gon emphasizes feeling and presence in the moment. Obi-Wan views the Force as something to be used, while Qui-Gon views it as something to be with.

7-Color-coded Coruscant exteriors

The first act’s big set piece, a speeder chase through the city, is both superficially thrilling, full of color and verve, and fraught with meaning and allusion. The entire sequence is a descent, beginning at the top of Padmé’s penthouse and finishing in the lower levels of the underworld. It’s color-coded, too; the lights of the higher levels are blue, while the hues of the lower levels are red – a descent from the heights of reason into the depths of passion. This is emblematic of the arc of the entire film, right down to the colors: the cinematography of the second act is primarily blue-tinted (Kamino, night scenes on Tatooine) until it ends on the red planet of Geonosis. “Sorry, master,” Anakin says sarcastically. “I couldn’t find a speeder that I really liked.” The speeder he selected is a flying American Graffiti reference, a hot rod-esque speeder with an exposed engine with a color scheme that could quite accurately be described as a mix of “piss yellow and puke green.” Like the young protagonists of Graffiti, Anakin is caught between childhood and adulthood, and must choose whether or not to grow up.

8-Yellow speeder

During the chase, Obi-Wan and Anakin fly through a purple energy field, a bit of imagery that pointedly recalls the podracers from Episode I. Obi-Wan shouts, “How many times have I told you to stay away from power couplings?” How natural that the Jedi, associated with the color blue, would strenuously avoid a mixing (or coupling) of blue and red. The entrance to the club where the chase concludes is indicated by red lights, while the interior of the club is full of red, yellow, and purple.

9-Power couplings

From L to R: “The Phantom Menace” (1999), “Attack of the Clones” (2002)

The visual Blade Runner references during the chase through the city’s industrial section are so blatant as to be almost laughable, yet they’re also quite fitting for a film which centers on the creation of artificial beings who may be more human than human.

From L to R: "Blade Runner" (1982), "Attack of the Clones" (2002)

From L to R: “Blade Runner” (1982), “Attack of the Clones” (2002)

Jung’s study “Individual Dream Symbolism in Relation to Alchemy” contains many illuminating resonances with the plot of Attack of the Clones. In the study, Jung describes the following dream, and explicates it thus:

The dreamer is surrounded by a throng of vague female forms. A voice within him says, ‘First I must get away from Father…’

The words ‘first I must get away’ call for a concluding sentence which would begin with ‘in order to.’ Presumably it would run ‘in order to follow the unconscious, i.e. the alluring female forms.’ The father, the embodiment of the traditional spirit as expressed in religion or a general philosophy of life, is standing in his way. He imprisons the dreamer in the world of the conscious mind and its values. The traditional masculine world with its intellectualism and rationalism is felt to be an impediment, from which we must conclude that the unconscious, now approaching him, stands in direct opposition to the tendencies of the conscious mind and that the dreamer, despite this opposition, is already favourably disposed towards the unconscious… In the course of the later dreams this conflict will appear again and again, until finally the right formula is found for the correlation of conscious and unconscious, and the personality is assigned its correct position between the two.”


The chase through Coruscant concludes in a nightclub – a lair of temptation for Anakin, full of the alluring female forms Jung discusses. Lucas draws attention to the nightclub’s sensual nature with subjective camerawork that puts us in Anakin’s perspective. Before they enter, Obi-Wan exhorts Anakin to “think,” emphasizing the conscious mind – he surely conforms to Jung’s description of the “traditional spirit,” a representative of the Jedi who block Anakin from following his passions. Obi-Wan says he’s going for a drink, and when we see him at the bar with someone attempting to sell him “death sticks,” he has a blue cup, while the seller has a red one. Tellingly, it is Obi-Wan who catches the shapeshifting assassin, while Anakin merely wanders through the nightclub unable to find her. This is only the beginning of the growing conflict between the conscious and the unconscious. As the first act concludes, neither Anakin nor Obi-Wan consciously realizes the extent to which Anakin is driven by his unconscious desires and favourably disposed to them. The changeling, once apprehended, cannot give anything more than an incomplete, cryptic clue before she is silenced by a toxic dart from a bounty hunter (who, notably, wears blue – but more on him later). Anakin will, in fact, “get away from Father” to spend the second act pursuing the female Padmé. Jung’s “right formula” will not be found for quite some time.

Part II: A Place We Cannot Go

Just like Episode V, its mirror image, Episode II splits its second act into two plotlines: one is a romance plot, and the other revolves around the quest for some kind of knowledge. The romance between Anakin and Padmé has been a subject of much criticism, but it is indispensable to the central arc of the prequel films in more ways than one. Episode I placed a critical emphasis on Anakin’s inability to let go of his mother, and in Episode II, we find that the separation of child from parent is still a subject of unease in the young man. In one of his first scenes, Anakin tells Obi-Wan that he doesn’t sleep well anymore because thoughts of his mother trouble his dreams. “I don’t know why I keep dreaming about her,” he says. “I’d much rather dream about Padmé.” This exchange linking Padmé to Anakin’s mother, along with other hints, clues us in to the Oedipal nature of Anakin’s fixation on Padmé, as well as its internalized or dreamlike nature; “You’re exactly the way I remember you in my dreams,” Anakin later tells her. (But more on dreams later.) Freud writes, “Human beings fall ill when, as a result of external obstacles or of an internal lack of adaptation, the satisfaction of their erotic needs in reality is frustrated. We see that they then take flight into illness in order that by its help they may find a satisfaction to take the place of what has been frustrated.” In Clones, it is certainly true that Anakin’s erotic needs have gone unsatisfied and unexpressed because they are frustrated by the philosophy of the Jedi. His actions in response to this frustration fit Freud’s description well:

“The flight from unsatisfactory reality… takes place along the path of involution, of regression, of a return to earlier phases of sexual life, phases from which at one time satisfaction was not withheld. This regression appears to be a twofold one: a temporal one, in so far as the libido, the erotic needs, hark back to stages of development that are earlier in time, and a formal one, in that the original and primitive methods of psychical expression are employed in manifesting those needs. Both those kinds of regression, however, lead back to childhood and unite in bringing about an infantile condition of sexual life.”

While the original Star Wars trilogy was a bildungsroman centered on Luke’s successful journey from a boy to a man, the prequels are an inversion of that journey. Anakin’s development from Episode I to Episode III is not progressive, but regressive. “You’ll always be that little boy I knew on Tatooine,” Padmé says when she meets him – and note how much older she is than him. Fitting this regressive pattern, their subplot consists not of excursions to new planets but returns to planets featured in The Phantom Menace. The romance between Anakin and Padmé evolves as they go further and further back into the past.

Oedipus killed his father and married his mother, and thus the Oedipal complex is comprised of two key components: aggression towards the father and excessive attachment to the mother. Anakin demonstrates both of these; we’ve already discoursed at length on his antagonistic relationship to Obi-Wan, and the dialogue explicitly frames Obi-Wan as Anakin’s surrogate father on multiple occasions. “Why do I get the feeling you’re going to be the death of me?” Obi-Wan asks in a foreshadowing of his eventual demise. “Don’t say that, Master,” Anakin replies. “You’re the closest thing I have to a father.” Yet the moment he’s alone with surrogate mother Padmé, he begins wildly criticizing surrogate father Obi-Wan; “He’s overly critical, he never listens, he doesn’t understand. It’s not fair!”

On the mother side of things, Jung writes about a man whose “Eros is passive like a child’s; he hopes to be caught, sucked in, enveloped, and devoured. He seeks, as it were, the protecting, nourishing, charmed circle of the mother, the condition of the infant released from every care, in which the outside world bends over him and even forces happiness upon him.” Anakin vocally expresses a desire to grow up and demonstrates anger at Obi-Wan for preventing him from doing so – “He won’t let me move on” – but his actions and the symbols Lucas surrounds him with indicate a conflicting impulse. Anakin is torn between the desire to grow up and its opposite, the desire to return to childhood.

If Anakin’s angst isn’t as persuasively realized or poignant as, say, Kylo Ren’s (Adam Driver), perhaps it has something to do with Lucas’ approach to the material. While Abrams aimed for relatively restrained psychological nuance, Lucas paints the romance here in big, broad, even excessive strokes, framing it as a classic – almost antiquated – Hollywood melodrama. Anakin’s black leather tunic recalls a ‘50s greaser, a la James Dean, while Padmé’s costumes are as lavish and elaborate as those of any cinematic historical epic. If the actors’ performances don’t quite convince, perhaps that’s because Lucas focuses on channeling their passion through the visuals. Moreover, he seems to view the early scenes of Anakin and Padmé’s courtship through a certain detached perspective; the way Williams’ music abruptly cuts out after their first, abortive kiss suggests a lightly mocking touch. Lucas generally treats his characters with a warm, open-hearted sincerity, but it certainly seems possible that he’s intentionally undercutting the romance here. After all, in the next scene, Anakin is quite literally trampled by a giant, sentient scrotum.

12-Sentient scrotum

Color symbolism charts the arc of the romance with great coherence. At the beginning of their romance, Padmé wears a yellow (read: youthful) dress as they leave Coruscant, the seat of reason in the galaxy, and return to Naboo, a place where conscious and unconscious were united. (Upon returning to Naboo, Lucas employs a shot-for-shot reference to David Lean’s Lawrence of Arabia – another film about a proxy war being manipulated by economic influences.) Critically, they go into hiding in the lake country, surrounded by bodies of water – recall Jung’s symbolism of water as the archetype of the unconscious. “We would swim to that island every day,” Padmé says. “I love the water.” (In his infamous response, Anakin says that he dislikes sand – but let us recall that, on a beach, sand acts as a barrier of sorts between the water and the dry land, and thus his dislike has thematic coherence.) Anakin and Padmé travel to the lake house in a boat, the appearance and color scheme of which recalls the American Graffiti speeder from the earlier chase. Padmé wears a yellow and purple dress, and the two young lovers are surrounded by red roses.

13-Naboo lakeside

The lake setting recalls George Steven’s classic melodrama A Place in the Sun, which also revolved around an ill-adjusted young man who was raised in a religious order. The similarities don’t end there: Montgomery Clift’s George Eastman, like Anakin, seems to have an unusually strong devotion to his mother, who is geographically distant but emotionally attached. When separated from her, he fills that hole with a melodramatic and Oedipally-tinged romance with an upper-class woman above his station; “Tell mama all,” Elizabeth Taylor famously says in the film. Both romances have key passages that take place in and around lakes and lake houses, and Taylor’s character, like Padmé, loves to swim. A Place in the Sun has another romantic pairing, too, between Clift and the hapless Shelly Winters – who, in a distinct contrast to Taylor’s character, is unable to swim, and thus unable to save herself from drowning after falling into a lake. Anakin and Padmé’s relationship conflates elements of both: Clift’s union with Winters is socially unacceptable (forbidden), and he later inadvertently kills her when she is carrying his child, just as Anakin will do to Padmé in Revenge of the Sith.

From L to R: "A Place in the Sun" (1951), "Attack of the Clones" (2002)

From L to R: “A Place in the Sun” (1951), “Attack of the Clones” (2002)

It’s not hard to see why Lucas gravitated towards A Place in the Sun when constructing the central romance of the prequel trilogy. Both works are portraits of youths who fail to mature properly. A key speech at the end of Stevens’ film crystallizes this focus: “The student will emerge from the sheltered life into the world of grown-up problems for the first time. It is only then that he or she will view the enthusiasms of youth in the perspective of genuine problems as opposed to the imagined problems that are the frequent product of sheltered immaturity. It is at this time that the sometimes hastily adopted beliefs of youth will come to be insufficient…” Both A Place in the Sun and Attack of the Clones are preoccupied with the inevitable break between childhood and reality. In both cases, the retreat from reality proves to be untenable. Padmé even seems to respond directly to the title of Stevens’ film: “If you follow your thoughts through to their conclusion, it will take us to a place we cannot go.”

In another entry in his study on dream symbolism, Jung describes a “green land where many sheep are pastured. It is the ‘land of sheep.’” In the following entry, “The unknown woman stands in the land of sheep and points the way… The way begins in the children’s land, i.e., at a time when rational present-day consciousness was not yet separated from the historical psyche, the collective unconscious… But it also follows from the separation that the ‘children’s land’ will remain definitely infantile and become a source of childish inclinations and impulses.”

From L to R: "The Sound of Music" (1965), "Attack of the Clones" (2002)

From L to R: “The Sound of Music” (1965), “Attack of the Clones” (2002)

In the land of sheep (its pastoral setting recalling The Sound of Music, another romance taking place on the eve of wartime), we gain more insight into Padmé’s psyche. She is more mature than Anakin, but is still subject to repressed desires, as the opening scene suggested. The Phantom Menace ended with her betraying her peaceful ideals and leading a military campaign. As Clones begins, she remains outwardly committed to peace, opposing the “Military Creation Act,” but when we first see her in the film, she is tellingly disguised as a fighter pilot. Like Anakin, she wants to relive the past; the return to the “children’s land” of Naboo recalls her previous military victory there. Anakin draws out her “childish inclinations and impulses” – repressed feelings of aggression, reminding her of when she was a queen and military leader. The pastoral conversation between them works along psychological and political axes. It opens with a discussion of adolescent romantic interests: “I was 12… We were both in the Legislative Youth Program… I went into public service.” (Emphasis mine.) Padmé, reminiscing about her adolescence, links the loss of this youthful love with her entry into the political sphere, as if the two are mutually exclusive. Anakin expresses his frustrations with the Senate and his preference for a more effective sort of government, but Padmé is skeptical: “Sounds an awful lot like a dictatorship to me.” She is aghast when Anakin suggests that those who disagree about the right solution should be made to agree: “Who’s going to make them? You?” (Foreshadowing, of course, Anakin’s eventual role as the enforcer of a fascist empire.) These dueling inclinations to fascism and democracy continue to circle each other throughout the scenes on Naboo – see Anakin’s jesting about “aggressive negotiations” with a lightsaber – and will form a lingering tension that underlies the whole of the young lovers’ relationship.

16-Fireplace temptation

“If Master Obi-Wan caught me doing this, he’d be very grumpy,” Anakin says as he steals a pear from Padmé, in a scene Saint Augustine might find particularly significant. Indeed, as their time on Naboo builds to a climax, imagery of sin and temptation permeates the atmosphere, culminating in a fireplace discussion that mirrors Yoda’s fireplace conversation with Luke in Empire Strikes Back. (Both scenes take place at the same time: 55 minutes into their respective films.) In both instances, the young Skywalker man is ready to rush into a reckless decision. Luke was overeager to begin his training as a Jedi, while Anakin is surprisingly ready to abandon the Jedi teachings entirely. The room is full of red furnishings, and lit by warm, orange firelight. The dramatically shadowed lighting suggests a kind of cave or underworld, a place of temptation – though it’s unclear who is being tempted by who. As the scene begins, the two lovers are both wearing black. Both are half in light, half in shadow, a visual representation of an internal conflict and a painful bifurcation. “You are asking me to be rational,” Anakin says. “That is something I know I cannot do… I wish I could just wish away my feelings, but I can’t.” The Jedi’s refusal to acknowledge the passions sets the stage for them to erupt in force. Anakin doesn’t consider the middle ground of reining in or sublimating his feelings; his only two options are to wish them away or surrender to them. Generally speaking, his position is one of surrender: “I will do anything that you ask,” he tells Padmé. Padmé, on the other hand, stands firm: “I will not give in to this.” By the scene’s end, the irreconcilable nature of the conscious and the unconscious becomes unavoidable. “We live in a real world,” Padmé objects. “Come back to it.” Anakin, however, posits a solution: “We could keep it a secret.” As was the case throughout The Phantom Menace, the unconscious is forced down and suppressed, its existence denied. Padmé perceives how harmful such a double life would be – “We’d be living a lie” – and Anakin agrees: “It would destroy us.” But Anakin was right; the feelings cannot be wished away. Ultimately, this is exactly what will happen: Anakin and Padmé will split themselves because they are unable to reconcile their passion with their conscious desires. And it will destroy them.

17-Yin Yang fade

Immediately following this, Anakin has a nightmare about his mother. As he awakes, Lucas inserts a Place in the Sun-style slow fade from his face to a cloud formation depicting the Yin and Yang symbol: light and dark coexisting, intertwined, and properly balanced. Anakin stands, looking at it. The floor is reflective, so he’s doubled again: one Anakin is upright, the other is upside down. Padmé comes out onto the balcony, wearing a white dress with a shawl over it. The shawl initially appears to be black, but a closer look reveals that it is a very dark blue/purple, with a yellow/gold accent. Having just reasserted her purity and refusal to go along with her passions, she instead positions them as something external to her. The white dress is fundamental; the dark shawl is simply an outer covering that could be removed. When questioned about his nightmare, Anakin replies, “Jedi don’t have nightmares” – the latest in a long line of Jedi denials of the subconscious.

18-Reflective balcony

Anakin’s time on Naboo ends with a choice to go even further back into his past, in an effort to find his mother, just as in Empire, Luke chooses to leave Dagobah and go to Cloud City to find his friends. However, while Luke at least had the wherewithal and self-knowledge to know he was making a choice and taking a risk, Anakin projects his unacknowledged impulses onto external forces: “I’m sorry,” he tells Padmé. “I don’t have a choice.”

On Tatooine, Padmé wears a very pale blue under a darker grey/blue covering. Anakin comes into contact with Watto, his old master – a reminder of the past and a kind of loosely defined father figure. Anakin asserts his control over Watto, forcing him to reveal Shmi’s location – the Lars homestead, instantly recognizable from its appearance in the original Star Wars.

Lucas’ staging of this miniature drama at the Lars homestead may seem like fan-service, but it’s actually quite significant as another contrast between Anakin and Luke. This is where Luke began his journey – it is a place he was desperate to leave. Anakin, in contrast, seeks it out and deliberately returns there. Luke progresses away from the farm, while Anakin regresses to it. Luke is active, anxious to leave the authority of his surrogate parents. Anakin is passive, desiring to return to his parent and her love.

Upon returning here, Anakin and Padmé meet C-3PO. The fact that Anakin built C-3PO has struck some critics as a stupid contrivance, but when one considers that R2-D2 is initially a droid who belongs to Padmé, it repositions the two machines as a pair of surrogate Skywalker-Amidala children. C-3PO is only introduced briefly in Phantom Menace, around the time when Anakin and Padmé are first introduced to each other. R2-D2 is from Padmé’s home planet, while C-3PO is from Anakin’s. The two droids don’t share the screen again until Attack of the Clones, when Anakin and Padmé are well on their way to becoming a couple. Additionally, note that when C-3PO (now with a silver covering that conceals his inner workings) first sees Anakin again, he exclaims, “The maker!” Tatooine is a world where Anakin was able to create and control things. It is also where “Master Ani” first had a kind of divinity attributed to him. In light of this, it’s little wonder that he would be drawn to come back someday.

In the original Star Wars, Lucas heavily referenced John Ford’s iconic The Searchers in the scene where Luke discovered the burning Lars homestead. The sequence corresponds to one early in Ford’s film, in which Ethan Edwards (John Wayne) discovers that his brother’s farm has been attacked and burned by Comanche. (The Searchers also has characters named Lars and Ben – names that will have a familiar ring to any Star Wars fan.) In Attack of the Clones, Lucas references Ford’s seminal western even more heavily. The Searchers revolved around Edwards’ search for his abducted niece and culminated in an attack on a Comanche village. Lucas inserts a plot into Clones that follows this very closely: arriving on Tatooine, Anakin discovers that his mother has been abducted by the Tusken Raiders (Star Wars stand-ins for the Native Americans of classic westerns, down to their guttural war cries) and sets out to find her. When he does, he attacks their village. The buildup to the massacre scene is nearly a shot-for-shot homage, and there are other similar details, like the two (there’s that number again) animals squabbling outside the tent the protagonist enters to find the object of his search.

From L to R: "The Searchers" (1956), "Attack of the Clones" (2002)

From L to R: “The Searchers” (1956), “Attack of the Clones” (2002)

The strained family dynamics when Anakin arrives at the Lars homestead are lightly sketched to recall those of The Searchers. Wayne’s Ethan Edwards is an outsider when he arrives at his brother’s homestead, just as Anakin is an interloper in the family that his mother has become a part of. “I guess I’m your stepbrother,” Owen Lars (Joel Edgerton) says lamely when he meets Anakin. “I had a feeling you might show up someday.” Many critics have read incestuous overtones into the relationship between Edwards and his brother’s wife, and due to the Oedipal undercurrents of Clones, those overtones have a counterpart in the way Anakin treats Shmi’s new husband, Cliegg Lars, with an unstated but simmering hostility. “Your mother’s dead, son,” Cliegg says. “Accept it.” But acceptance is not one of Anakin’s strong suits. In Star Wars, Aunt Beru poured a glass of blue milk for Luke; here, the younger Beru pours a red beverage for Anakin.

The scenes on Tatooine are fraught with ominous foreshadowing. When Anakin prepares to depart, his shadow bears a distinctive resemblance to the silhouette of Darth Vader, his future self. As he searchers for his mother, Williams’ score reuses the “Duel of the Fates” cue from Phantom Menace, which accompanied the lightsaber battle between Qui-Gon Jinn, Obi-Wan Kenobi, and Darth Maul. Here, it suggests a similarly titanic (though internal) struggle between good and evil impulses. The imagery of Anakin’s flight across the desert is striking and grand, with painterly backgrounds recalling the old Hollywood soundstages of The Searchers. All of it, of course, is tinted a vivid red.

19-Vader foreshadowing

The scene at the Tusken Raider camp derives a great deal of weight from its association with The Searchers. Neither Ford nor Lucas makes explicit the sexual violence implicit in the stories they tell, but it is intimated strongly enough. The implied violation of Anakin’s mother by the Sand People adds tremendously complicated psychological dimensions to his subsequent slaughter of them. His attachment to his mother, repressed by the Jedi, has metamorphosed into a possessiveness so intense as to suggest sexual undercurrents. Anakin, who knew nothing of greed as a child, is now unable to tolerate the possibility of loss, and lashes out in rage and hatred towards the other. By linking Anakin’s generalized fear of letting go to his specifically Oedipal fear of losing his mother, Lucas links Anakin’s character study with the larger study of galactic politics. In so doing, Lucas casts Anakin’s arc as, like his son Luke’s, a journey of growing up that is reflected in the world around him.

One of Lucas’ most inspired bits of symmetry is the way he casts Anakin’s Searchers-esque hunt for his mother as a parallel to Luke’s vision experience in the cave on Dagobah. Both are striking, pivotal moments for the heroes of their respective trilogies. Both instances are descents: Luke descends into a cave, while Anakin approaches the camp from above and must leap down to enter it. Both instances are failures for the heroes, preoccupied with their parents: Luke’s experience is centered on his father, and Anakin’s on his mother. Luke learns from his experience, however, coming to greater self-knowledge when confronted by his own visage behind Vader’s mask. Anakin, however – though surrounded by imagery of Vader, including the flowing black cape he wears to the camp – avoids and represses knowledge of the dark depths of his personality. Instead, he displaces it onto external factors which he, with more power, could master. “It’s Obi-Wan’s fault,” he complains. “He’s holding me back.” Instead of accepting death, he resolves to become strong enough to master it. As Anakin gives in to passion (the stomach), he strikes the heads – the seats of reason – from the Tusken Raiders. (Soon after this, upon losing his blue lightsaber, Anakin will groan: “Oh, not again. Obi-Wan’s gonna kill me.”)

21-Shmi's death

When Anakin looks over the Tusken Raider camp, there are three moons in the sky. Where is the fourth? It’s the crescent-shaped scar on Shmi’s face. Moons are symbols of the female; recall Anakin’s first conversation with Padmé in Phantom Menace, where he asked if she was an angel. According to the space pilots, angels live on the “moons of Iego.” The dying Shmi’s hauntingly unfinished declaration of maternal love – “I love… I love… I love,” she says, and dies, never getting to the word “you” – is a striking counterpart to the ultimate denouement of Spielberg’s A.I., where robot child David (Haley Joel Osment) finally found peace upon hearing the words “I love you” from his human mother. Anakin’s failure to find closure in his relationship with his mother will have far-reaching effects on his psyche, leading him to cling even more tightly to Padmé, who now wholly fills the feminine role in his life.


When Anakin returns to the homestead with Shmi’s body, Padmé is wearing blue and serves him blue milk – milk, of course, being symbolically associated with mothers. The scene is steeped in our foreknowledge of impending darkness; Williams’ score incorporates the Emperor’s theme from Return of the Jedi, recalling Luke’s temptation to rage and slaughter. There are a few bars of Vader’s theme as well. The whole conversation is staged in the garage where Luke receives Leia’s message in the original Star Wars: a feminine symbol beckoning him out of adolescence and into a larger world. Anakin, who should be so much further along in his journey than Luke, is in fact as immature as he was at that point. Anakin continues to strain between the ideals of the Jedi and his own failure to live up to them, but Padmé, unconsciously drawn to violence and aggression as she is, justifies his actions: “To be human is to be angry.” The scene ends as they collapse into a tableau straight out of A Place in the Sun: his head bowed, her fingers kneading his hair.

When they leave Tatooine to rescue Obi-Wan, Padmé is wearing pure, spotless white, which she’ll wear for the rest of the film – though it will become increasingly torn and dirtied throughout the third act as she gives in to her passions. In a significantly Oedipal touch, Anakin, adhering for once to the orders of the Jedi Council, is willing to leave his surrogate father to his fate. Padmé, however, insists on going to save him, and Anakin agrees to follow her – “I’ve given up trying to argue with you.” As they arrive on the desert planet Geonosis, where Obi-Wan is being held, their ship goes down into clouds of smoke, mirroring the opening scene and signaling yet another descent into the unconscious.

After being captured and sentenced to execution by gladiatorial combat in the Geonosian arena, Anakin and Padmé finally give in to their love for each other. “I love you,” Padmé says, completing Shmi’s unfinished declaration and giving Anakin the love he craves. “Before we die, I want you to know.” Both of the second act plots in Attack of the Clones revolve around the search for elusive knowledge. This is the resolution of one mystery.

23-Love pledge

Like any Star Wars film, Attack of the Clones has its moments of unfettered visual poetry, showing Lucas’ ability to weave sound and images together into something visceral and mythic. The man doesn’t need dialogue to tell a story. Williams’ sweepingly romantic score swells as the silhouetted lovers kiss – but then the chariot moves forward, and the camera follows them as they’re pulled out into the brightness and pull away from each other – a union possible only in darkness, undone by light. The moment scans as an emergence from a kind of womb – a dissolution of childish things by forcible ejection into adult life. It’s all so powerfully moving and purposeful in its meaning. Maybe this should’ve been a silent film. It certainly works as one.

Part III: Gravity’s Silhouette

Progressing parallel to Anakin and Padmé’s romance is another descent in search of hidden knowledge – Obi-Wan’s film noir-style investigation into the mystery behind the assassination attempts on Padmé. “Our presence here will be invisible,” he assures Padmé when he and Anakin are assigned to protect her. Little does he know that he will soon be chasing after something invisible himself.

24-Jedi Temple

This part of the second act begins with several telling indications of the state of the Jedi Order. In his descriptions of the Jedi Masters, Anakin associates Yoda with wisdom, Mace Windu with power, and Obi-Wan with a mix of the two. Later, Windu’s lack of wisdom is emphasized again, when Count Dooku (Christopher Lee) describes him as “Brave, but foolish.” What we see of the Jedi bears this out; Yoda is the most perceptive, although even he has limits. Expressing well-founded hesitance over Anakin’s assignment as Padmé’s protector, Obi-Wan says, “His abilities have made him arrogant.” Yoda replies, “A flaw more and more common among Jedi… Too sure of themselves they are, even the older, more experienced ones.” He’s right: the Jedi are unwilling to consider the possibility that Dooku, one of their own, could be behind the assassination attempts. When Padmé voices her suspicions, they are quick to shoot her down; “He is a political idealist, not a murderer,” says one. Mace Windu adds: “You know, milady, Count Dooku was once a Jedi. He couldn’t assassinate anyone. It’s not in his character.” The description of Dooku as an idealist is telling. The Jedi, in their emphasis on ideas, have become out of touch with realities. This disconnect makes them particularly susceptible to their own darker impulses, which in turn allows Palpatine and Dooku to manipulate them. Elsewhere, Obi-Wan repeatedly insists that Anakin not do anything without the Jedi Council’s permission. The Jedi, without realizing it, are marked by the same need for control that marks the Sith.

"Wellll, whaddya know?"

“Wellll, whaddya know?”

Obi-Wan’s first stop is the diner of Dexter Jettster. The diner is primarily red; such an establishment is concerned with bodily sustenance, after all. Seeing the poison dart that silenced the changeling assassin, Dex exclaims: “I ain’t seen one of these since I was prospecting on Sub-Terrell, beyond the Outer Rim.” Though this may sound like a bunch of mumbo-jumbo at first glance, the name “Sub-Terrell” is interesting – “Sub” suggesting “under,” and “Terrell” suggesting “Terra” or “ground.” The investigative capacities of the Jedi must be lacking indeed if Obi-Wan needs to come to Dexter Jettster for information, and their dialogue bears out this idea. “Those analysis droids only focus on symbols,” Dex says, explaining why they failed to correctly identify the dart. “I should think that you Jedi would have more respect for the difference between knowledge and… heh, heh… wisdom.”

26-Jocasta in archives

The arrogance of the Jedi does indeed seem to render them ignorant of this difference. When Obi-Wan follows Dex’s lead, he finds that the planet Kamino – where the dart originated – is not in the archives of the Jedi Temple. When he brings this to the attention of the librarian, he is pompously told, “If an item does not appear in our records, it does not exist.” The name of that librarian is Madame Jocasta Nu – “Jocasta” being the name of Oedipus’ mother and thus one of the more fitting classical references Lucas has tossed in here. Lucas doesn’t merely take influence from Freud’s idea of the Oedipus complex; he also draws from the larger themes and motifs of Sophocles’ Oedipus Rex, which revolves around an investigatory search for forbidden knowledge. In Oedipus, the tragedy is that the search for knowledge leads back to oneself; the investigator and the culprit are one and the same. We shall see that ultimately, the same is true in Attack of the Clones and the prequels as a whole. “Blind we are if creation of this clone army we could not see,” says Yoda. Oedipus Rex, which concludes with the titular king gouging out his own eyes, is a very apt reference point indeed.

Failing to find the planet in the Jedi archive, Obi-Wan goes to Yoda for help. He finds Yoda teaching a class of younglings, and together they look at a star map. “It ought to be here,” Obi-Wan says, pointing to an empty space. “Gravity is pulling all the stars in the area towards this spot.” “Gravity’s silhouette remains,” Yoda remarks. Something invisible is there, something that cannot be seen but nevertheless draws others towards itself. Though its existence is denied, its presence is felt – a potent metaphor. “Someone erased it from the archive memory,” says one of the children. The fact that a child points out something so obvious to Obi-Wan and Yoda seems comical, but is subtextually perfect. The Jedi Masters are blind to the fact that they could be complicit in the covering up of this knowledge. It takes the perspective of a child to see what the Jedi have blinded themselves to. As Yoda says, “Truly wonderful the mind of a child is.”


In light of this, it’s entirely fitting that Kamino is a planet made entirely of water and wreathed in storm clouds. This is the turbulent Jungian subconscious, into which Obi-Wan penetrates searching for answers. Per Jung:

“The sea is the symbol of the collective unconscious, because unfathomed depths lie beneath its reflecting surface. Those who stand behind, the shadowy personifications of the unconscious, have burst into the terra firma of consciousness like a flood. Such invasions have something uncanny about them because they are irrational and incomprehensible to the person concerned. They bring about a momentous alteration of his personality since they immediately constitute a painful personal secret which alienates and isolates him from his surroundings. It is something that we ‘cannot tell anybody.’”

The painful personal secret that cannot be told to anybody immediately recalls Anakin and Padmé’s forbidden love, but Jung’s description of shadowy personifications bursting into consciousness like a flood aptly describes the clone army Obi-Wan discovers on Kamino. Upon his arrival, Obi-Wan learns that the clone army was, in fact, commissioned by a Jedi Master named Sifo-Dyas. The Jedi council denies any knowledge of this; they are completely unconscious of their complicity.

The design work of Kamino most prominently recalls Cloud City from The Empire Strikes Back, but it also (as noted in the last essay) conforms to the broad design language of Star Wars cities: circular structures connected by catwalks. The control panels on the doors, with their black surfaces and round red eyes, visually resemble HAL-9000 from 2001: A Space Odyssey. The sterile, blindingly white architecture with its hazy light and soft lines alternately evokes THX-1138 and A.I. Artificial Intelligence. (John Williams composed the scores to both Clones and A.I., and uses some similar sounds in both.) The Kaminoans themselves move with languorous, flowing motions, as if underwater. They have long necks, putting distance between their heads and bodies. Their eyes are black, with white pupils that look like nebulas. The Prime Minister, Lama Su, has an outfit with purple highlights – a troubling mixture of red and blue. The entire atmosphere is unsettling and inhuman, and any ethical concerns about cloning are far from the characters’ minds. This is the army of doubles (first seen wearing red) onto which the entire galaxy has projected its unconscious desires. It’s the same principle of transference that was at work with the droid army in Phantom Menace, even though the cloners insist that clones are superior to droids; “Clones can think creatively.” (Note: This line corresponds to Padmé’s line about her first crush becoming an artist. The two plots progress along closely related parallel threads.) When Obi-Wan first sees the clone army, Lucas employs a highly effective audio-visual cue to suggest an ominous connection: Williams reuses the Battle Droids’ march from Phantom Menace and the Clone Troopers turn in unison, just as the Battle Droids did when assembling for battle. The platoon of clones is led by one with yellow armor; in Phantom Menace, the droids were activated by a yellow control screen. Both armies are completely computer-generated, which has the effect of emphasizing their artificiality. Obi-Wan watches from a balcony – a key image that will be repeated twice later. Entering the galaxy’s collective unconscious, Obi-Wan finds that it is full of turmoil and ready for war. The utopian peace at the surface of society is a fragile sham masking deep conflict about to erupt.

From L to R: "The Phantom Menace" (1999), "Attack of the Clones" (2002)

From L to R: “The Phantom Menace” (1999), “Attack of the Clones” (2002)

As the original host, from whose DNA the clones were created, Jango Fett (Temuera Morrison) is the metaphorical father of the entire army. He is also the bounty hunter who tried to kill Padmé when the film began – a troubling connection, to understate the matter. However, the Jedi, shut up in their ivory tower, have a surprising kinship to Jango Fett in their isolation and alienation from the outside world. Jango has a “son,” Boba – an unaltered clone of himself. This is another pair of doubles, but it also suggests something troubling – what man would want a duplicate of himself for a son? This artificial procreation suggests an insane narcissism and complete turning inward – the wish to reproduce without the difficulty of uniting oneself to another person. The impulse behind such a request is not unlike that behind the Jedi’s elitism. Here, Obi-Wan’s subplot presents an important counterpoint to Anakin’s. While Anakin and Padmé are each consumed with lust for another person, Jango Fett and the Jedi lapse into total solipsism and denial of the other. Fittingly enough, then, the fight between Jango Fett and Obi-Wan ends with a forceful unification – the two combatants become tethered together – followed by a violent separation as Jango untangles himself, leaving Obi-Wan to fall.

Obi-Wan attaches a tracking beacon to Jango’s ship and pursues him to the planet Geonosis, which, critically, will act as the setting for the film’s climactic third act. Geonosis is a red desert planet with a ring around it – one circular shape within another. Obi-Wan arrives in a ring-shaped ship – more suggestions of an unacknowledged and unsettling unity. Even on purely aesthetic grounds, I’ll go to bat for Attack of the Clones having perhaps the most interesting selection of planets in any Star Wars film. Geonosis is particularly great as a work of imagination, with its cathedral-like structures sculpted out of rock like giant anthills and the sinister red glow emanating from the droid factories in the caverns beneath. Yet all these creative choices have a deeper meaning, as Obi-Wan descends into yet another set of underground passages searching for an elusive truth. By this point, however, the mystery of Sifo-Dyas has been dropped, as the film becomes increasingly obfuscated and Obi-Wan and the other Jedi lose sight of the thread that would truly lead them to the bottom of the mystery. In the search to find out why Jango Fett tried to assassinate Padmé, no one bats an eye at the fact that a bounty hunter in league with the Separatists is the progenitor of the Republic’s army. Because war looms and the clones become invaluable, no one looks more closely at where they came from; the mystery plot is pushed to the side as the Jedi are essentially cornered into a situation where their emotions and aggression win out over their reason. The film can be hard to track with on an initial viewing, but I believe it works: the fact that the mystery plot takes a backseat to action and spectacle is a deliberate creative decision.

On Geonosis, Obi-Wan discovers that Jango Fett is in league with the Separatists, led by Count Dooku. He is able to relay a warning message to the others – aptly, when he tries to contact Anakin, his screen displays a blue circle and a red circle unable to connect to each other – but is captured and imprisoned. In prison, Obi-Wan and Dooku have a very interesting conversation.

29-Dooku intro

In these early appearances, Dooku is a fascinating, enigmatic character. He was Qui-Gon’s old master, and Yoda’s pupil, which sandwiches him between two green-sabered Jedi. Throughout his conversation with Obi-Wan, Dooku walks in circles around the Jedi, constantly moving in and out of shadow, telling him an assortment of lies, truths, and half-truths. Although we can tell quickly that he is the film’s villain, he dresses and acts more like a Jedi than any Sith we’ve seen. Rather than a tattooed man with satanic horns or a cyborg in a samurai mask, Dooku is merely a dignified old man. Some have chalked this up to a lack of imagination on Lucas’ part, but I think it plays into a larger point about how Dooku is the quintessential Jedi gone wrong. He speaks to Obi-Wan with the same patronizing verbiage Obi-Wan uses on Anakin, referring to him as “my young Jedi.” Described earlier as an idealist, he has decided to take action against a Republic he views as corrupt. This is as good a time as any to point out that Christopher Lee’s contribution to Attack of the Clones is invaluable and underappreciated. He brings the perfect combination of gravitas and sneaky humor to a role that must suggest quite a bit of complexity with very little screentime. The way Lee plays the scene, Dooku comes across as someone who sincerely believes he is doing what is best – though of course, he may merely be trying to manipulate Obi-Wan. In any case, much of what he tells him is true: the Republic is indeed corrupt, and the Senate is indeed under the control of Darth Sidious. What Dooku doesn’t reveal is that he himself is Sidious’ apprentice: the Separatists, too, are under the Dark Lord’s control. Obi-Wan’s investigation into the plot against Padmé’s life brushes up against larger machinations that go unnoticed. The Jedi are blind, indeed – caught in the gravitational pull of something they cannot see.

Part IV: A Peculiar Dream

As psychologists, perhaps it’s little surprise that Freud and Jung both place a heavy emphasis on dreams. “Dreams are nothing less than self-representations of the psychic life-process,” Jung writes. Freud is even more emphatic: “The interpretation of dreams is in fact the royal road to a knowledge of the unconscious.” Appropriately, the discussion of dreams recurs even more often in Episode II than it did in Episode I, as the schism between conscious and unconscious grows ever wider. (Dreams are also mentioned repeatedly in A Place in the Sun.) “You fell into that nightmare, Master,” Anakin banters with Obi-Wan early in the film, shortly before going on to discuss how he’s been dreaming of his mother but would rather dream about Padmé. (Freud would certainly have something to say about that.) The Jedi, however, deemphasize dreams, as in Anakin’s line, “Jedi don’t have nightmares.” This recalls another thought from Freud:

“The arrogance of consciousness (in rejecting dreams with such contempt, for instance) is one of the most powerful devices with which we are provided as a universal protection against the incursion of unconscious complexes. That is why it is so hard to convince people of the reality of the unconscious and to teach them to recognize something new which is in contradiction to their conscious knowledge.”

This arrogance accounts for the blindness of the Jedi. Perhaps the most loaded line about dreams, however, comes from C-3PO. In the third act of the film, the hapless protocol droid gets involved in a series of silly comic mishaps, in which his head is mistakenly swapped with that of a Battle Droid. It’s a goofy bit of sequencing that leads to some choice one-liners:

"Oh, I'm quite beside myself."

“Oh, I’m quite beside myself.”

However, once the battle is ended and R2-D2 has successfully reattached C-3PO’s head to his body, he says, “I’ve had the most peculiar dream.” What seems like a throwaway joke clues us into the fact that C-3PO’s body-swapping shenanigans are a microcosm of the film’s themes. C-3PO is split in two by an automated factory of machines making machines (how perverse!) and, in a dream, finds that the enemy is part of him, and he is part of the enemy. It is all connected.

(During the same scene, Anakin’s hand is sealed inside a machine – foreshadowing its ultimate severance from his arm and replacement by a robotic substitute.)


Throughout Attack of the Clones, Lucas upends our expectations of how Star Wars iconography corresponds to good or evil. This is most evident in the final battle scene, an inversion of the Battle of Hoth that begins Empire Strikes Back. There, the bad guys, moving across the screen from right to left, attacked the good guy base with walkers, forcing the good guys to retreat. Here, the good guys move right to left as they attack the bad guy base with walkers, forcing the bad guys to retreat. The color schemes of the two planets are swapped: Hoth is blue, while Geonosis is red. In his direction of action sequences, Lucas typically places such a high emphasis on clarity and geography that when a sequence like the climactic battle between clones and droids is as disorienting as it is, I’m willing to bet it’s part of a larger design. Clones and droids are linked throughout the film by musical and visual cues, and in this final battle wreathed with clouds, they become virtually indistinguishable – it’s just two faceless CGI armies fighting. The iconography of the Empire – Stormtroopers in white, mechanical walkers, Star Destroyers – is now applied to the Republic, with unsettling results. The Separatists, meanwhile, have the Death Star plans. “Our communications have been jammed,” says Geonosian leader Poggle the Lesser – just as the Naboo communications were jammed by the evil Trade Federation in the previous film. Elsewhere, Anakin rides a red and black beast in the arena.

32-The dark side clouds everything

All this occurs because the true villain is behind the scenes manipulating both sides. The ending of Attack of the Clones is chaos, as the dividing lines between good and evil have become almost hopelessly muddled. The war is fought by droids and clones, not by real people; Episode II is rife with the transference of unwelcome unconscious impulses onto artificial substitutes, as when the phallic worms trying to poison Padmé are distributed by a flying droid. “We’re keepers of the peace, not soldiers,” Windu said of the Jedi at the beginning of the film, but here at the end he is leading a military strike. With his unique purple lightsaber, a blend of light and dark – note how often Lucas frames him half in shadow, half in light – Windu is an embodiment of everything wrong with the Jedi: he is authoritarian, arrogant, and prone to violence. Note that Windu, with his purple lightsaber, beheads Fett, whose armor is primarily purple, further blurring the lines between good and evil.

In fact, Clones has a record number of beheadings for a Star Wars film; Anakin beheads three Tusken Raiders onscreen when he massacres the camp and Windu takes off Jango’s head. C-3PO’s head is separated from his body and later reunited with it. Elsewhere, Viceroy Gunray states that he wants Padmé’s head on his desk, in revenge for his humiliation at her hands in The Phantom Menace. This is all very apropos for a film in which reason is thrown out the window almost completely, leaving the galaxy to descend into chaos. All of this lends further meaning to the haunting tableau of an empty battlefield with young Boba holding his father’s severed head – which, as a clone, is also his own head. (Foreshadowing Luke’s vision in The Empire Strikes Back, in which he beheads Vader and finds his own face beneath his father’s mask.)

33-Jango Fett head

In his essay, “The Relations Between the Ego and the Unconscious,” Jung describes the plot of Attack of the Clones with surprising exactness:

“But as the influence of the collective unconscious increases, so the conscious mind loses its power of leadership. Imperceptibly it becomes the led, while an unconscious and impersonal process gradually takes control. Thus, without noticing it, the conscious personality is pushed about like a figure on a chess-board by an invisible player. It is this player who decides the game of fate, not the conscious mind and its plans.”

The invisible player in this scenario is obviously Palpatine. How perfect, then, that Jar-Jar Binks – a representative of the Gungans, the shadowy or unconscious counterparts of the Naboo – is the one to vote emergency powers to the Supreme Chancellor, a crucial step in Palpatine’s bid for control of the galaxy. No one is able to perceive what is transpiring: as Yoda says, “The shroud of the Dark Side has fallen.”

34-Dooku ending

The conflation of good and evil is expressed potently in the figure of Dooku, a Sith who seems to think of himself as a Jedi. “As you see,” he says, “My Jedi powers are far beyond yours.” The “Jedi powers” he refers to are the blue lightning bolts used by the Emperor in Return of the Jedi – a specifically Sith power if there ever was one. After escaping Geonosis, Dooku flees across the galaxy – right back to Coruscant, where the film began. This ending really is finely dramatically constructed to click everything into place: it reveals that Dooku is actually Darth Tyrannus, Sidious’ apprentice, and in turn reveals that the entire threat of the Separatists has merely been a pawn in Sidious’ plan all along. The revelation is twofold, resolving both the lingering mystery of who hired Jango Fett and the mystery of Dooku’s true motivations, and it plays out in a striking visual manner, as Dooku’s journey to rejoin his master is accompanied by deepening, darkening red hues and a descent into the clouds over Coruscant, bringing the film full circle to its opening scene. Everything falls into place here, revealing that the whole film’s central conflict has been a sham orchestrated entirely by Palpatine. The seeding of wariness towards the clones, planted earlier by their similarity to Battle Droids, pays off in full as they assemble for war on Coruscant and the iconic Imperial March plays in its full glory while Palpatine watches from a balcony, just as Obi-Wan and Dooku did before him. We are watching the beginnings of the Galactic Empire, but no one knows it except Palpatine.


36-Beginning of the Empire

Yet for all the red on display, not all hope is lost: there are still green elements placed strategically in the last act of the film. During the arena battle, the two Jedi who help to reunite the bifurcated C-3PO both have green lightsabers; a small foreshadowing of the ultimate reconciliation of intellect and appetite by the spirited part of the soul. Anakin, who lost his lightsaber in the factory, is given a green one. When he duels Dooku, however, Obi-Wan tosses him a blue one, and he quickly loses sight of balance. Lucas trots out the same device Abrams used at the end of The Force Awakens: the light cuts out and the duelists are lit only by their red and blue sabers, the two colors swirling in an elaborate play of light and shadow. Yet Dooku, like Maul before him, cannot be defeated by a blue lightsaber; it is only when Yoda arrives with his green one that the good guys can achieve victory. Even then, the victory is tainted by a sense of larger, more significant loss: note how even the peace-loving Padmé fires wildly at Dooku’s retreating ship. “Victory?” Yoda laments at the film’s end. “Victory, you say? Master Obi-Wan, Not victory… Begun, the Clone War has.” Yoda, unlike the other Jedi, can see the danger inherent in relying on the clones – but he is unable to stop it.


And so Attack of the Clones concludes on a note of sweeping, doomed romanticism, a picture of an imperfect union – a frame setting clouds and sunlight side by side over a lake, Anakin’s artificial hand clasping Padmé’s natural one. Their secret marriage is a cogent symbol of the prequels’ core thesis: feelings pushed down and kept hidden will destroy us. It happens in individuals, relationships, and in the galaxy as a whole. This secret love will be Anakin’s downfall – but what the Jedi fail to understand is that it will also be his redemption.

38-Secret marriage

PREVIOUS – Episode I: The Phantom Menace

NEXT – Episode III: Revenge of the Sith

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