Objectively (yes, objectively),and lamentably, the worst of the prequels due to mishandled storytelling and screen time management. I like some of the scenes and shots very much. The story it tried to tell was extremely compelling, and it necessarily had some of the best and (brace for proper use of a much abused word) properly epic moments that were culminations of character and universe/plot developments from both directions, in-universe past and future. The development and pioneering of CGI techniques was truly revolutionary. They also looked really bad a lot of the time, and CGI environments were used in place of actual characters, leading to the majority of scenes being 2-4 people, and it made the film feel artificially empty and fake.

There are great scenes that, in a vacuum, make it to an "8", but too often drop to a "5" within the same scene, instead of going on to be classics like the OT's Luke/Vader/Palpatine scenes, but instead became Internet meme bait years later. This film was, sadly, reminiscent of what happened with ROTJ: Some beautiful scenes, a disjointed and partially nonsense plot, and an amazing final showdown. I won't harp on the obvious reasons why scenes failed, but I will remark on what killed the storytelling of the film.

The Core Problem

The fact is that the story evinces far too much plot for its relatively short runtime, and the time the film did take was misused. ,,No good film is too long, and no bad film is short enough" the saying goes, and it's doubly relevant here, I think. It really should have been multiple film_s_, films that didn't allow the director to go on extravagant 10-20 minute diversions from vital screen time needed for plot developments. To be clear, I'm not saying the plot outline or premise were bad. They weren't. They were fantastic. In fact, these films have the opposite problem of the Disney Sequels. The Sequels had nonsensical plots that bulldozed the previous plot, character, and universe developments that came before just so that they could make a quasi reboot/remake while still cynically including the old characters to pander to older audiences, but created no, or non-sequitorial justifications. However, they had fully corporate-backed $500M production budgets, and gimmicky directors who possess no creative originality of their own, but could work well with actors to get good performances... for the most part. The Prequels, however, were indie blockbusters, like the OT, only George had more complete control this time, with no one to reign him in, but the core ideas and creativity he possessed were astounding. He's just bad at writing dialog, and bad with actors. And he already tried to get Ron Howard to direct TPM. So really, this is Ron's fault (kidding... kind of).

What We Did, and Didn't Need

We didn't need the entire fist two scenes that led up to the confrontation with Dooku. Even the Dooku scene itself was goofy. Fanboy Christopher Lee all you want, but that scene was campy as hell, and it shouldn't have been. Dooku was a Sith Lord by this time, and he should have been menacing instead of just prideful. Peter Jackson made much better use of him as Saruman.

I have nothing against a cool starfighter scene of wonderful battlescape spectacle, but the actual dialog is terrible and doesn't achieve what it tries to. Likewise, we didn't need Obi-Wan chasing the awful Grievous cartoon character while riding a Barsoomian lizard mount. We certainly didn't need a metre-by-metre play-by-play of the entire chase and battle. And the version we got in the theater cut was considerably shorter than the original animatic!

We, however, desperately needed the "seeds of the Rebellion" scenes that were cut and never properly filmed. I watched those scenes. They were vital. They were also really bad, and felt like an afterthought that got cut because the film was already so long and George didn't know how to make it work.

The scenes with Anakin and Palpatine are like drugs hiding in pixie sticks. When they're good, they're electric. McDiarmid, when he lets the veil down as Sidious, is intoxicating. You're just hovering there, watching and waiting to see what Anakin will do in response to his prodding. What I wouldn't give to turn back time to have had George work with great co-author(s) and make a slow burn Machiavellian miniseries showing Palpatine's machinations and manipulation of Anakin and the order, and with Plagueis! Plagueis was behind all of this, and the eponymous novel tells this story, and it would have been wonderful to see the same story told with more of a focus on Anakin and Palpatine's relationship, and Palpatine's triple/quadruple/quintuple?-dealing.

But What About The Clone Wars?

disclaimer: I mostly enjoyed, TCW, BUT...

Yes, there's SW: TCW, but I said great co-authors, not people who consistently ruin quality preexisting lore and characters in an ugly cartoon. There's also no Plagueis. They also ruined Quinlan Voss, who would have been another great inclusion for expanding the story into the Coruscant lower levels if a hypothetical series had been allowed to branch out its contiguous story. Creating Ahsoka, Hondo (arguably more Jim Cummings' creation), Ziro, and making Plo Koon into an actual character doesn't undo the damage done to other characters and better lore from professional writers. It's also a complete ret-con re-write of Anakin Skywalker and his personality because people didn't like the awkwardly realistic, arrested development character that was a talented boy who was continually failed by those in authority over him and who controlled his development. Anakin was like a homeschooled teenager who lived in a powerful cult, insulated from society and never got a proper coming of age journey before he was thrust onto the galactic stage, all while being manipulated and used by everyone. Cocksure Hotshot Fuckboy Anakin is a fucking cartoon character. Fun. But not realistic.

People hate the "cringy" dialog in AOTC, but I found his behavior and even the dialog to be realistic given his upbringing, and I tear up from Hayden's performance and the genuine and wonderfully executed tragedy in that film every time I watch it. It also has a lot of problems, and is often campy when it needs to be serious, but it's also a more coherent film that tells a more straightforward narrative that a single film should. It still should have been at least two films. That's why I still consider TPM to be the all-around best film in the Prequels, purely because it actually works entirely on its own as an adventure film. I don't love everything about it, but it's still one of the most imaginative films ever made. Aside the odd Jar-Jar antic, I also found the tonal balance to be about right all throughout, especially for what kind of film it was. Empire was mostly dark and serious, and ended somberly, and it was magical. Then ROTJ came along and was just all over the place. It's the same with this film. It's great to cut into Star Wars montages like "Obi-Wan has PTSD", which is incredibly affecting. Unfortunately, as a whole, it's mostly missteps along the way.

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