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  • Accidental Innuendo: Padmé: "My goodness, you've grown!" "So have you", says Anakin, his eyes fixed squarely on Padmé's chest. May or may not be intentional, considering Anakin's age and sheltered lifestyle.
  • Alternative Character Interpretation:
    • Regarding Anakin and Padmé's relationship.
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    • A group of French psychiatrists advanced a theory that Anakin has borderline personality disorder. The theory that he had some kind of mental illness even made it into the licensed Coruscant Nights trilogy by Michael Reaves, with protagonist Jax Pavan (an escaped Padawan working as a Private Detective after Order 66) recalling Anakin being extremely arrogant and prone to wild mood swings.
    • Cleolinda Jones, in her fifteen minute spoof of the film, posits the entertaining — if tongue-firmly-in-cheek — theory that Padmé actually died during the chase on Geonosis from falling off a speeding airship onto the very hard sand below, became a zombie and therefore was now dumb enough to think marrying Anakin was a good idea.
    • On a different note, does Dooku actually miss Qui-Gon, or is he simply pretending to be sincere? On the one hand, Dooku did leave the Order very shortly after Qui-Gon was killed, and the few EU works that show Qui-Gon's apprenticeship imply that he did care about his Padawan in his own way. As the Fridge page points out, he misses multiple opportunities to kill the Jedi even when he has the chance. On the other hand, Dooku does ally with the man who ordered Qui-Gon's execution and goes on to attempt to destroy the Republic, performing lots of terrible acts throughout the Clone Wars. Did he regard allying with Sidious as a necessary evil? Did he at first miss Qui-Gon but then become corrupted by the Dark Side? Did he never truly care at all? All of these interpretations are valid.
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  • Author's Saving Throw: See the franchise page.
  • Big-Lipped Alligator Moment: Obi-Wan's encounter with Elan (the goofy Balosar drug dealer guy). It adds zilch to the plot and is very brief and the drug dealer is never heard from or seen again. It simply exists as a brief, humorous "breather" during a somewhat tense situation (as well as indicate the type of clientele the bar may attract).
  • Broken Base: Boba Fett unmasked. Some liked that he got a origin story, while others felt that it took away his mysterious nature, as he was always masked in the films.
  • Complete Monster: Palpatine starts the Clone Wars and uses the war to gain ever more power as chancellor of the galaxy so he can kick off his plot to rule the worlds with an iron fist.
  • Contested Sequel: Was Attack of the Clones better than, worse than, or about the same as The Phantom Menace? Fans can't agree.
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  • Ending Fatigue: The film's climax tends to go on and on. First Anakin and Padmé go to Geonosis to rescue Obi-Wan, get into a scrap in the droid factory, get captured and have to fight in an arena battle alongside Obi-Wan. Then the other Jedi show up and have a fight with battle droids. Then Yoda shows up with the Clone army and there's another massive battle while the heroes chase Dooku. And then there are three separate lightsaber duels involving Obi-Wan, Anakin, Yoda and Dooku, before the movie finally reaches its resolution. While there are certainly some good and exciting moments in the third act, considering the entire film is over two hours long (until The Last Jedi was released, it was the longest theatrical Star Wars film), one gets the sense some of the action could've been condensed to shorten the runtime.
  • Ensemble Dark Horse:
    • Lucas recognized Boba Fett's massive popularity with fans, so he retroactively gave the character a much more important role in the story and gave us Jango Fett, his father/clone who looks and dresses just like him but actually gets several awesome action scenes.
    • Jango's bounty hunting partner Zam Wessel was also a popular character, despite her limited screentime.
    • Among the Separatists, Wat Tambor is uniquely beloved for his funky retro-future design and distinctive voice. Befitting his popularity, he was given an expanded role in The Clone Wars.
    • Oliver Ford Davies as Sio Bibble and Silas Carson as Ki-Adi-Mundi and Nute Gunray all in due part to their performances.
    • Kit Fisto was very popular among the Jedi featured in the Arena battle for his unique design and cheesy grin. Just like a significant amount of background characters in the Prequel Trilogy’s films, he received a fleshed out expanded role in The Clone Wars, which increased his already-existing popularity with the fans.
    • Aayla Secura, thanks to being a sexy Twi'lek Jedi girl. Likewise, she also received a fleshed out expanded role (along with episodes focused on her) in The Clone Wars.
  • Fight Scene Failure: The duel between Obi-Wan and Count Dooku is pretty weak. Anakin does better than him (though he still loses) despite being only an apprentice. In fact, the reason he loses is because he stands still long enough for Dooku to do a fancy move that cuts his arm off when he could have easily countered him. Even Ewan McGregor said he thought the swordplay in this movie was unsatisfactory compared to Revenge of the Sith. It's technically justified; Obi-Wan had been fighting all day after all against both Jango Fett and dozens upon dozens of droids, not to mention the acklay, while Dooku is not only freshly rested, but his lightsaber style is more energy-efficient and suited for lightsaber combat than Obi-Wan's.
    Dooku: Master Kenobi, you disappoint me! Yoda holds you in such high esteem. Surely you can do better!
  • Heartwarming in Hindsight: The fact that Hayden Christensen managed to have a bit of fun with the "sand hate" meme goes to show that he's doing well despite the prequels. God only knows how much crap he must have received over the years from people who disliked his portrayal of Anakin.
  • Jerkass Woobie:
    • Anakin. The poor guy loses both his arm and his mother, both happening within a week of each other.
    • Boba Fett, considering that he watched his father get beheaded in the arena. Seeing him holding his father's helmet in the scene that follows is just heartbreaking.
  • Jerks Are Worse Than Villains: Since the villains are kept offscreen for the majority of the movie, Anakin gets the most hate for whining about Obi-Wan supposedly holding him back, and giving Padmé creepy sex looks that make her feel uncomfortable. He doesn't even get hated for killing the Tusken Raiders and their children—he gets hated for throwing a tantrum about it.
  • Just Here for Godzilla:
    • When people speak of this movie's more positive aspects, it's pretty much a universal agreement that the best parts are the sections where Obi-Wan is playing space-detective.
    • Yoda going crazy with a lightsaber is also such a bizarre moment that people had to see to believe.
    • No matter how bad a lot of the acting is, Sir Christoper Lee is still regarded as being one of the best parts of the film, in large part because, well, he's Sir Christopher Lee.
  • Les Yay:
    • Padme's first scene is going to her bodyguard Corde, who got blown up while posing as the Senator. She begs for Corde to hold on and grasps her gently, not wanting to hurt her injured friend.
    • Okay, it's not really saying much considering the weak chemistry between Hayden Christiensen and Natalie Portman, but some fans felt there was more genuine chemistry and affection between Padmé and Dormé in the three scenes that they shared together than there was between Anakin and Padmé in the entire movie.
  • Memetic Molester: Padmé. Some fans are somewhat disturbed that she would instantly fall in love with Anakin, who was but a small child the last time they met, so much that she has been the source of many Black Comedy memes portraying her as a pedophile. A somewhat strange accusation, as many seem to forget that Padmé herself was a minor in The Phantom Menace, and in Attack of the Clones she continued treating Anakin like a child until the second half of the film. The age-gap between them also isn't that severe; there's only five years between them and Anakin is nineteen years old, so he's over the age of consent and considered an adult in most countries.
  • Memetic Mutation: Has its own page.
  • Most Wonderful Sound: The sound of seismic charges detonating, for many fans.
  • Narm: Shares a page with the rest of the franchise.
  • Narm Charm:
    • Many found this to be the case, often due to crossing over into So Bad, It's Good, especially Anakin's "I don't like sand" speech. The love story as a whole is this; as clunky as the dialogue may be, some of their scenes together are actually legitimately moving. The "Across the Stars'' theme really helps carry it.
    • A lot of the awkward scenes Anakin has with Padmé can be easier to swallow when you take into account that Anakin is a 19-year old boy who grew up in a monastery where everyone is celibate and never really talked to a girl ever since he saw Padmé as a nine-year old.
  • Never Live It Down: It has its own page shared with the rest of the franchise.
  • Retroactive Recognition:
  • Romantic Plot Tumor: At least to some degree between Anakin and Padmé. Probably made more glaring by some of their scenes having toe-crunchingly awkward dialogue; it doesn't help that their relationship takes up a lot of screentime in the second act, with not a lot else happening until they go to Tatooine to find Shmi, or the film cuts to Obi-Wan investigating Jango Fett, both of which are a lot more interesting. While by no means the worst tumor in film history, being a Star Wars film is the reason that the trope was originally called "George Lucas Love Story", and also resulted in unfavorable comparisons to the far better execution of Han and Leia's romance in The Empire Strikes Back. Also, given that Padmé and Anakin have to get together at some point so Luke and Leia will be born, (and considering how Anakin's relationship with Padmé proves to be a major factor in his fall to the Dark Side in Revenge of the Sith), one can argue that the romance at least has some actual significance to the overall plot (the actual execution of said romance notwithstanding).
  • Rooting for the Empire: Actually encouraged by George Lucas. The movie introduces the sympathetic Clone Troopers, who save the Jedi and rout the movie's villains. Then comes the finale, and the movie reminds the viewers that they had been rooting for what will become the Empire by playing the Imperial March as Palpatine oversees the troopers entering the first Star Destroyers.
  • Signature Scene: Several.
    • The opening chase scene over Coruscant with Obi-Wan and Anakin chasing their target over flying car traffic in a planet-enclosed city filled with gorgeous neon bling and awesome tension, complete with Obi-Wan and Anakin doing the buddy cop routine in a sleazy night club.
    • It's a Never Live It Down moment, but Anakin's sand hate is definitely one.
    • The death of Anakin's mother, and his following massacre of the sand-people. Not to mention Anakin's "slaughtered them like animals" rant that came afterwards.
    • Obi-Wan discovering the Kamino cloning facility.
    • The seismic charges during the asteroid sequence. Ben Burtt considered it one of his all-time favorite sound designs.
    • The Geonosis stadium sequence, particularly the moment when the Clones come in to rescue the good guys.
    • Yoda using his lightsaber against Count Dooku and saving his pupils.
  • Special Effects Failure: The CGI as a whole is often a point of criticism when it comes to the movie, due to overuse and debatable quality. It's made more conspicuous by the fact that some of the CGI looked good back in 2002, but hasn't aged particularly well.
  • Strangled by the Red String: Anakin gives Padmé creepy looks that make her feel uncomfortable, acts like a stalker around her, interrupts her in front of the Queen of Naboo, admits that he supports dictatorships, and goes on a psychotic tantrum about how he slaughtered women and children like animals. Despite all this giving Padmé every reason to stay away from Anakin, she chooses to marry him after only spending a few days with him at most.
  • Take That, Scrappy!: Lucas admitted that Jar Jar was a horrible character, and in making him responsible for enabling Palpatine's rise to totalitarian power, just wanted to give viewers one last reason to hate him. He later had a statue put up in his studio of Jar Jar frozen in carbonite, so at least he can laugh at himself.
  • They Wasted a Perfectly Good Character: Shares a page with the rest of the films.
  • They Wasted a Perfectly Good Plot: Shares a page with the rest of the franchise.
  • Uncanny Valley: Seen Temuera Morrison? Cool. Seen a million Temuera Morrisons in CGI? Yeah.
  • Unfortunate Implications: Considering the Space Western motif of Tatooine, the underreaction in this film and its sequel to Anakin slaughtering an entire tribe of Sand People becomes even worse when thought of in terms of American historical relations to the native peoples.
  • Visual Effects of Awesome:
    • Even detractors of the movie can't deny that the design of the Kamino cloning facility looks incredible.
    • The Battle of Geonosis. One particular shot (the dust cloud of a crashing ship obscuring the battle as blaster bolts fly on both sides) was revolutionary in the digital effects industry for its realism.
  • Wangst: Anakin's infamous monologue to Padmé at the Lars Homestead has him complaining a bit too much about his problems. Yes, his mother just died in his arms the day before, but then he starts blaming Obi-Wan for his training and claiming he will be the strongest Jedi ever, things that don't look like they have much to do with his mother.
  • Wheelchair Woobie: Cliegg Lars was confined to a hovering chair after losing his leg during his search for his wife.

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