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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.
  • Alternative Character Interpretation: Regarding Anakin and Padmé's relationship.
  • Author's Saving Throw:
    • Some fans suspect that Yoda training all Jedi as children was thrown in to fix the continuity issue of Qui-Gon being Obi-Wan's master in the last film, when he'd called Yoda "the Jedi Master who instructed me" in The Empire Strikes Back. Although even in The Phantom Menace, Obi-Wan had a line that indicated he had been taught by Yoda before being apprenticed to Qui-Gon.
    • Jango Fett's prominent role in this film was put in to appease fans who complained about Ensemble Dark Horse Boba Fett being tragically underutilized in the Original Trilogy, and getting almost no action scenes despite being built up as a badass. Note that Boba is established as an exact genetic clone of his "father" Jango, meaning that Jango is Boba Fett, for all intents and purposes. Unlike his "son", he gets an elaborately choreographed showdown with a Jedi Knight and an appropriately epic death scene.
  • 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).
  • 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.
  • Designated Hero: Anakin acts like an arrogant jerk the whole movie, treats his supposed friend and mentor Obi-Wan in the rudest and most condescending way possible whenever they're on screen, then shit-talks him more behind his back, forms a disturbing obsession with Padmé based on meeting her once when he was 9 years old, openly discusses how he wishes the Republic would be taken over by a dictator so people could be "made to agree", and single-handedly perpetrates a genocide, all before his supposed fall from the light side. Padmé doesn't come off much better, between handing her government position to Jar-Jar during a time of crisis despite his track record of obvious incompetence and telling Anakin the aforementioned genocide isn't a big deal because everyone gets angry sometimes.
  • 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.
    • Christopher Lee as Count Dooku, Ian McDiarmid as Palpatine, Oliver Ford Davies as Sio Bibble and Silas Carson as Ki-Adi-Mundi and Nute Gunray all in due part to their performances, even if one of them is non-speaking.
    • 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. 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!
  • Franchise Original Sin: Since the very beginning, Star Wars has been a veneer of 'science fantasy' over tropes and plot devices from fiction made in the '30s and '40s. Luke Skywalker starts the first film in a western and ends it in The Dam Busters. So is it any surprise in this film that, when Obi-Wan Kenobi temporarily becomes a hardboiled gumshoe, he goes to a sci-fi styled American diner? Even the buildings of Coruscant are heavily inspired by Art Deco.
  • Harsher in Hindsight:
    • Anakin's guilt over murdering the children of the Sand People becomes extremely disturbing after the next movie, in which we see one of his first deeds after turning to the Dark Side is killing younglings at the Jedi temple.
    • Also Anakin, when complaining of his nightmares, says he'd much rather dream about Padmé. When you know what happens in the next movie...
    • A particularly disturbing real-life one: the line "They're animals! And I slaughtered them like animals!" is initally a source of Narm due to the Department of Redundancy Department invoked...until you learn that shooter Elliot Rodger paraphrased the line in the final video he made shortly before he murdered six people.
  • 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.
  • Hilarious in Hindsight:
    • Sio Bibble used "OUTRAGEOUS!" way before AQUAMAN did. Speaking of which, Temuera Morrison, who played Jango Fett and the Clone Troopers, would later play Aquaman's father in Aquaman (2018).
    • Jango isn't the only person in cinema to have a name out of a western, AND to go up against Samuel L. Jackson.
    • Elan wanted to sell Obi-Wan "deathsticks". So wait—he was in possession of the extremely rare and sought-after Elder Wand, and never told anyone?
    • When he's being held prisoner, the first thing Obi-Wan said to Dooku is "Traitor!"
    • After the release of The Phantom Menace, there was a TV special about ILM hosted by Samuel L. Jackson. At the end, he said "Don't expect the next Star Wars film to be driven by special effects!" One of the most common criticisms of this film would be the over-dependence on special effects.
  • Jerkass Woobie: Anakin. The poor guy loses both his arm and his mother, both happening within a week of each other.
  • 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.
  • 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 some rather unwholesome memes of her have risen on the internet, desperately looking up the age of consent on Tatooine. A case of Cowboy BeBop at His Computer, as many seem to forget that in The Phantom Menace, Padmé was fourteen years old, not a even a late teen yet. Also, she didn't instantly fall for Anakin until much later in the second film. Up until then, she continuously treats Anakin like a small child.
  • Memetic Mutation: See the above Hilarious in Hindsight. The fans have noticed Django and Jango Fett's names have identical pronunciations and have created mash up photos of the two franchises.
    • "Begun, the [X] wars have."
    • "I don't like sand. It's coarse and rough and irritating, and it gets everywhere." See below.
    • "And not just the men, but the women and children too," is another often quoted/shoehorned phrase.
  • 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.
  • 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. 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". 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:
    • During the scene where the Kaminoans are showing Obi-Wan the clone army, there's a shot of several dozen clones eating in a cafeteria. The plates they are "eating" from do not actually have any food on them. They attempted to obscure it by placing a bowl in front of the center clone's plate, but it's obvious there's nothing behind it, and you can also see the empty plates of the clones on his left and right if you look fast enough.
    • The CGI as a whole is often a point of criticism when it comes to the movie due to overuse and debatable quality.
    • The final Battle of Geonosis between the clones and droids is where the outdated CGI shows at its worst with the actual human characters, for some reason, having to awkwardly act alongside clone troopers made entirely of CGI. Why Lucas didn't just have a few actual people put on a couple clone trooper suits on set is anyone's guess. In addition, a CGI version the Jedi, Aayla Secura, can be seen walking towards the droid army...but remains stuck in one place as if she's on a treadmill. It happens at the 2:24 mark of this video.
    • When the clones first rescue the Jedi from the arena, Mace deflects a flurry of shots. Unfortunately the bolts aren't quite in sync with his movements, and one of them clearly misses his lightsaber and hits him square in the chest.
  • 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:
    • An assassin who's also a shapeshifter? Awesome! (And also hyped in the pre-release publicity.) Sadly, Zam Wessel's ability to change her appearance is never actually used in any way whatsoever, even in a crowded bar where it would seem that looking like someone new (and taking your distinctive headgear off) might help you approach your targets.
    • Luke's Uncle Owen and Aunt Beru from A New Hope first appear here chronologically, but they're barely in the film. Owen is established as Anakin's stepbrother, but the story doesn't allow them to form any sort of bond (much less establish a reason as to why Owen and Beru would be willing to take care of Luke later on) considering their only interactions with Anakin are informing him that his mother's been kidnapped and grieving briefly with him at her funeral. This also contradicts Obi-Wan's account in A New Hope where it seems like the two had a long history together, since this appears to be the only time they ever actually meet and there's no evidence that Anakin kept in any sort of contact with his stepbrother during the Clone Wars.
    • Due to being worked into the script after a typo regarding an alias of Sidious, the namedrop of a past Jedi named Sifo-Dyas, who ordered the secret creation of a clone army on Kamino, was a decent foundation for some sort of ongoing mystery. Unfortunately, there was never any further investigation into the character in the films (The Clone Wars would later cover it), and now comes off more like a Big-Lipped Alligator Moment.
    • Christopher Lee as Count Dooku is one of the few characters who could be as imposing as Darth Vader without scary armor, makeup, sound effects or dubbing...and he's kept off-screen for most of the movie, and barely has anything to work with when he is on screen. Worse, he's killed at the beginning of the next movie.
  • Uncanny Valley: Seen Temuera Morrison? Cool. Seen a million Temuera Morrisons in CGI? Yeah.
  • Visual Effects of Awesome: Even detractors of the movie can't deny that the design of the Kamino cloning facility looks incredible.
  • Wheelchair Woobie: Cliegg Lars was confined to a hovering chair after losing his leg during his search for his wife.

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