Star Wars Episode II: Attack of the Clones (2002) (Revised Review)

Composed by John Williams

Despite a mixed reaction to The Phantom Menace, fans and moviegoers alike were still excited to see George Lucas’ second installment of the prequel trilogy. Attack of the Clones moves the story ten years later. Anakin is now a grown-up Padawan (a name for a Jedi apprentice) to Obi-Wan Kenobi. He reunites with Padme from the first film and serves as her bodyguard. Unfortunately he falls in love with her, violating a Jedi code against emotional entanglements. While one of the worst movie romances of all time ensues, Obi-Wan investigates an assassination attempt and learns of both a secret clone army and a Separatist plot headed by the ex-Jedi Count Dooku. The film ends with the beginning of the Clone Wars, an event name-dropped in the first Star Wars movie. Attack of the Clones was for a time considered the worst Star Wars film of all time. It’s at least still in top contention, even with many fans turning most of their ire towards the sequel trilogy. The romance is cringe and slows the pace of the movie, Anakin is whiny and unlikeable, and the dialogue in general is bad (at least in an unintentional funny way). This film really cemented fan backlash against George Lucas. Thankfully John Williams still delivers, albeit with a score that takes things in a new direction.

The album arrangement for Attack of the Clones is nearly chronological, a real departure from previous Star Wars soundtrack releases. There are also only 13 tracks since many of the cues are lengthy. Thanks to its mostly chronological presentation, I will take a mostly chronological approach to reviewing it. Pretty much all the known highlights are here. When I use the word “known,” I am referring to a theory that there is unreleased material. Bits of the film, and the last act in particular, are scored with inserted cues and edits from The Phantom Menace, as well as re-edits of “The Arena.” This has led to some fan speculation that Williams had some new material that was cut out late in post-production. I find it more likely that Williams simply chose not to score much of the last act under the assumption that last-minute edits would interfere with his material as they had with the previous entry. It would be astonishing to learn that 20 to 30 minutes of great Williams music has never come to the surface in any way.

Going back to the known music itself, there is a shocking dearth of new major themes. Also obvious is the scarcity of returning themes from Phantom Menace. The problem is that Attack of the Clones is set ten years later and the central conflict is entirely different. Anakin is back, but his previous theme is too innocent for a grown man (albeit one who often behaves like a child) so Williams discards it and doesn’t bother to create a new theme. This theme does appear in a dark unreleased cue after Anakin has a vision of his mother in danger and helps close out the end credits suite. Jar Jar Binks and Shmi Skywalker have little screentime, Qui-Gon and Darth Maul are dead, and the Trade Federation is assimilated into the larger Separatist movement, so their themes have little to no place in the sequel. Shmi’s motif makes a brief return in “The Tusken Camp” (1:25) while the Duel of the Fates theme is given a fan service moment in the middle of “Return to Tatooine.” The Trade Federation theme returns near the end of “Bounty Hunter’s Pursuit,” but is played over a shot of the Clone army, a faction that fails to get its own original motif.

Two of the new themes are introduced in the mistitled “Ambush on Coruscant.” The first is a fanfare followed by an undulating rhythm (around 1:45) that has been identified as the Kamino motif. It does suit the waves of the rainy sea planet. However, it may actually be a more general motif. A similar motif accompanies both Anakin and Obi-Wan’s story threads at several moments. It first appears on album at the 2:40 mark in “The Meadow Picnic.” Some people list it as a separate theme, but I think they’re close enough to be the same identity, with its Kamino appearances adjusted to represent the planet’s particular environment. I call it the mystery motif as most of its scenes involve Obi-Wan’s investigation. Three minutes into “Ambush on Coruscant” William introduces a sinister motif that sounds derived from Danny Elfman’s Darkman theme. This motif represents the Separatist conspiracy that threatens to plunge the entire galaxy into civil war. It’s not a particularly strong villain theme which is somewhat understandable since the majority of bad guys aren’t seen until well over halfway into the film and even then they do a lot of sitting around tables and standing in booths.

“Across the Stars” introduces AOTC’s defining theme, a love theme for Anakin and Padme. It’s a powerful, sweeping piece with a heavy tinge of sadness. It’s one of the greatest love themes I’ve ever heard and it’s a shame that it was used for one of the worst romances in film history. Its concert arrangement runs at an impressive 5:33 as Williams puts it through various moods. It starts off intimate and tender. At 0:13 the core motif of the theme starts on an oboe. It’s similarities to Williams’ flying theme from Hook have been noted, but it’s different enough to distinguish itself. Over a minute in the theme repeats two times more, each time with more power. This is no mere love theme, as the characters’ romance has galactic ramifications. This is best exemplified for the rest of the track. Over two minutes in Williams introduces a descending second phrase. This leads into a suspenseful Ostinato with the love theme weaved in. The love theme breaks out in full again at 3:08, then swells to more epic heights. After more statements of the descending second phrase and suspense motif, the love theme makes one final pass on the harp. This is simply a marvelous theme, one of Star Wars’ best if one can disassociate it from some of the dumbest scenes of the franchise. It makes frequent appearances throughout the soundtrack and ties the score together in the absence of strong secondary themes.

“Zam the Assassin and the Chase Through Coruscant” is the first action cue and it’s really something. It runs at over 11 minutes and is a stark departure in style and instrumentation. First is the heavy use of ethnic percussion, representing the clustered urban environment of Coruscant (the passages starting around 2:20 and 4:20 are great examples). Most startling is the inclusion of an electric guitar at a couple moments (3:17 and 5:12), an instrumental choice never repeated again in the franchise. Williams still provides his trademark brief scene-specific action motifs and grand orchestral flourishes, so this track is not too deep a deviation from Star Wars. The lengthy chase cue is highly invigorating and it’s non-inclusion on compilations owes more to its length than any failing of its own. The track does calm down over 8 and a half minutes in as the pursuit of an assassin turns into a sneaky affair. What is apparent about this and the other action cues is that Williams seems content to score many of them without utilizing any recurring themes and motifs. While his action writing is still strong and there is often some short melody to tie them together, the lack of the recurring themes is a striking change of direction for Star Wars music. This can be chalked up to the nature of the villains in this movie, who as described before are conspiratorial and don’t make a strong presence until the last act, and the lack of a heroic theme for Anakin and Obi-Wan.

“Yoda and the Younglings” starts off light-hearted with wind instruments and a statement of the love theme. Yoda’s theme appears at 1:17 amidst more playful material. Halfway through the tone gets more serious with a children’s choir and then the Force and love themes. “Departing Coruscant” is a short cue with a stately scene-specific motif and another appearance by the Force theme. “Anakin and Padme” has material from a couple of the love scenes on Naboo. It introduces a secondary love theme near the beginning. This motif represents the happier aspects of Anakin and Padme’s relationship and features prominently at the start of the “The Meadow Picnic.” The track takes a more melancholic tone with liberal uses of the primary love theme. As the tortured romance is really strong here, Williams specifically focuses on the descending portion of the theme.

“Jango’s Escape” is a brash, themeless action cue that nevertheless perfectly matches what’s happening on screen. In the last minute the music builds down into an exotic bit for a street scene on Tatooine. “The Meadow Picnic” accompanies the scene where Anakin light-heartedly pitches fascism to Padme and then goofs around on a fat cow-creature (it’s as ridiculous as it sounds). The secondary love theme introduced in “Anakin and Padme” returns, as does the primary love theme for a wonderful moment at 1:37. The rest of the track is an eerie piece with the Kamino/Mystery motif. “Bounty Hunter’s Pursuit” is perilous right off the bat. The actual action portion of the track ends less than a minute in. The rest is suspenseful, mysterious material (with what may be a recurring investigation motif that crops up again in “Return to Tatooine”) that finally builds into a statement of the Trade Federation march.

“Return to Tatooine” begins optimistically with material that would match the young Anakin scenes from Phantom Menace. The Kamino/Mystery motif returns at 1:27, building and building until the Force theme epically appears at 3:10. This segues into Duel of the Fates. The track doesn’t end there, with two more minutes of suspenseful music and the Conspiracy motif as Obi-Wan discovers the Separatist plot. “The Tusken Camp and the Homestead” starts off suspensefully with tribal percussion. About a minute in there is some peace as Anakin finds his mother. At 2:21, however, she dies from her abuse by the Tusken Raiders. The music villainously swells to represent Anakin’s building rage. The mystery motif at 3:11 builds into a foreshadowing iteration of Darth Vader’s theme. The rest of the track continues the darkness and despair.

“Love Pledge and the Arena” is one of the most recognizable pieces from the film and its action highlight. “Love Pledge” focuses on the love theme, building it until it awesomely swells for a wide shot. At 1:51 “The Arena” begins. Much of this cue was edited out of the film as George Lucas decided to use the absence of music to build up suspense in the ensuing fight with the arena beasts. 2:40 introduces an alteration of the Trade Federation March, a scene-specific Arena march. The music from 6:58 on is actually from much later in the film. Anakin and Padme’s theme plays again as Padme falls out of a ship (but lands safely). The Force theme leads into a final, fast-paced string piece (7:40).

“Confrontation with Dooku and Finale” is another lengthy cue. An eerie choral and string piece kicks it off, followed by the Force theme and a defeatist statement. The choral and string piece returns to lead into a haunting soprano choir when it turns out that ex-Jedi Count Dooku is in league with a Sith lord. More dark material builds into one of the most epic flourishes (2:58) of the Imperial March, along with a fanfare that could have been used as a Clone Army motif. This leads into a final statement of the love theme before the end credits start with the traditional use of Luke’s theme. The end credits suite is mostly “Across the Stars” but there is a haunting extra at the end. At 9:40 Anakin’s theme appears. It doesn’t last long as the love theme and the ending of Vader’s theme weave around each other to foreshadow the next film.

Of final note is the cue “On the Conveyor Belt.” If you bought the soundtrack from Target you got this track added onto the end of the album. It’s from the Chicken Run scene in a Droid factory. Much of it was replaced in the film and it serves as evidence that there might be more missing music waiting to be unearthed. It doesn’t make use of any of the themes, but it’s a fun action cue with a lot of percussion and mischievous rhythms. The pounding finale was used for a series of amusing commercials for the film, each focusing on an individual character and presenting both serious and amusing facts about said character.

Attack of the Clones is something of a departure for the series. Williams seems to focus much less on having a vast array of themes and motifs. The only new theme that makes a memorable impact is Anakin and Padme’s love theme. One could count the Arena march though it’s relegated to one scene. Also, one might have expected the original trilogy’s themes to have more of a presence as the prequels draws nearer to the emergence of the Galactic Empire. Williams continues to subtly implement Vader’s theme outside of its flourish near the end. I find this to be a wise choice (but not so much in the next film). The Emperor’s theme is absent from this album. In fact Palpatine as Darth Sidious is absent until the end of the film. There is one unreleased cue from the film where it does appear alongside Vader’s theme. This is when Anakin relates his temporary descent towards the Dark Side to Padme. The music from Yoda’s fight with Dooku, which includes the Jedi master’s theme, is also unreleased. There is arguably less original trilogy links in AOTC than Phantom Menace, except of course for the Force theme which asserts itself as the dominant thematic identity of the prequel trilogy

The most disappointing aspect is the lack of more strong new themes and motifs. It would have been nice for Williams to at least form the core of an identity for the Clone Army or infuse his action cues with a recurring motif. Similarly he could have introduced a Separatist theme in the final battle and then further developed it in Revenge of the Sith. Otherwise his music remains as strong and engaging as ever, even with less focus on thematic material outside the love theme. The love theme itself, again, is one of the strongest of its kind ever and helps tie the score together.

Rating: 9/10


  1. Star Wars Main Title and Ambush on Coruscant (3:49)
  2. Across the Stars (Love Theme from Attack of the Clones) (5:33)
  3. Zam the Assassin and the Chase Through Coruscant (11:08)
  4. Yoda and the Younglings (3:57)
  5. Departing Coruscant (1:45)
  6. Anakin and Padme (3:57)
  7. Jango’s Escape (3:47)
  8. The Meadow Picnic (4:14)
  9. Bounty Hunter’s Pursuit (3:22)
  10. Return to Tatooine (6:56)
  11. The Tusken Camp and the Homestead (5:56)
  12. Love Pledge and the Arena (8:30)
  13. Confrontation with Count Dooku and Finale (10:45)
  14. On the Conveyor Belt (3:08)*

*Target Exclusive

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