The Star Wars saga is famous for telling hopeful stories in even the darkest times, but only one movie, Star Wars: Episode II – Attack of the Clones, has a true “downer” ending. When the Star Wars saga began in 1977, audiences were dazzled by not only the original film’s engrossing special effects, but also the cast of characters and a refreshingly hopeful story that instantly won the hearts of viewers. Throughout both of the Star Wars franchise’s continuities, properties maintain a sense of optimism in even the direst of settings, such as a galaxy subjugated under fascist rule. The prequel trilogy shows the rise of the Galactic Empire seen in the original films, with Attack of the Clones having the darkest ending of any Star Wars movie, even when compared to The Empire Strikes Back or Rogue One: A Star Wars Story.

The Star Wars prequel trilogy films were met with mixed receptions throughout their theatrical runs. For many viewers, the slower pace, heavier use of CGI, and focus on politics were disappointing after the action-packed and fast-paced original trilogy. Over time, however, the general consensus among viewers regarding the prequels has softened. The films, while flawed, told original stories that didn’t needlessly repeat the original films, providing fascinating and tragic context to the autocratic Galactic Empire and the destroyed Jedi Order. The films showed beings from all walks of life becoming Jedi and Sith, criticized the Jedi Order, and highlighted the dangers of corporate greed, all while remaining respectful of the original trilogy’s narrative and characters.

Related: Star Wars: All 9 Factions In The Skywalker Saga Explained

Attack of the Clones is often singled out as the prequel trilogy’s weakest entry, with too many references and explanations for original trilogy characters and concepts being criticized and much of the film’s dialogue being mocked. Despite this, the film set up the key portions of Palpatine’s master plan of destroying the Jedi and staging his coup. Attack of the Clones also provided the Star Wars saga with one of its most fascinating collective antagonists. The Separatists (called the CIS in Legends and the Separatist Alliance in canon) embodied the evils of corporate greed, but the faction and its charismatic leader, Count Dooku, managed to divide the galaxy by highlighting the flaws of the Republic rather than necessarily conquering worlds. Attack of the Clones is by no means flawless, but it’s a compelling entry in the Star Wars saga with easily the darkest ending.

Attack of the Clones' Ending & Meaning

Anakin and Padme's secret wedding at the end of Attack of the Clones

The action-packed finale of Attack of the Clones features the first onscreen instance of a massive Jedi task force in battle, their triumphant rescue by the Republic’s newfound Clone Army, and the Battle of Geonosis. While seeing Yoda, Mace Windu, and numerous other Jedi in action delighted many viewers, most of the Jedi sent into the Geonosis arena were killed by Separatist forces. Against Count Dooku, Anakin Skywalker suffers his first great defeat, creating a grudge that lasts for years until Skywalker murders the Sith Lord. The clone troopers themselves saved the Jedi and routed the Separatists, but this was the first battle in a full-scale war that Palpatine orchestrated to convert the Galactic Republic into an autocracy. The film’s final scene was the marriage of Anakin and Padmé, which was hardly a happy occasion to those who know the story around it. The two were cultivating a secret attachment that would eventually lead to Anakin’s downfall.

While perhaps not the literal darkest Star Wars movie, Attack of the Clones certainly has the darkest ending. The Jedi are blind to the plot to destroy them and have replaced their roles as peacekeepers with those of Generals in a galaxy-spanning war. The Republic has begun to give Palpatine emergency powers which he’ll inevitably use in his coup. On a personal scale, Anakin takes his first major steps toward Sith Lordship. While the Jedi, the Republic, and Anakin aren’t destroyed until the following film, Attack of the Clones ends on a dark note with the promise that the worst is yet to come, separating it from every other Star Wars film.

No Other Star Wars Movie Has A True "Downer" Ending

A clone army advancing

Attack of the Clones is hardly the only “dark” Star Wars film, but it certainly ends with a different outlook than its colleagues. The Empire Strikes Back is considered one of the darkest Star Wars movies with good reason. Luke Skywalker’s view of the Jedi, his father, and his future are shattered and left with uncertainty, Han Solo is on his way to becoming a captive of Jabba the Hutt, and the Rebellion suffered a major defeat on Hoth. Despite this, the heroes persevere, regrouping and recuperating yet forming a plan to rescue Han Solo and continue the fight against the Empire. The film still ends with hope for a victory against the dark side. Rogue One takes a similar approach. The film’s ensemble cast is gradually killed off at the Battle of Scarif yet their mission is successful. The Rebellion receives the Death Star plans, ensuring their victory.

Related: How Leia's Role In Stealing The Death Star Plans Is Worse In Star Wars Canon

The two films with the most similar endings to Attack of the Clones are its prequel-era colleagues. Star Wars: Episode I – The Phantom Menace ends with Palpatine becoming the Supreme Chancellor of the Republic and setting his sights on Anakin Skywalker as his new Sith apprentice, setting his master plans in motion. Yet the film sees the liberation of Naboo and peace between its humans and Gungan populations. Star Wars: Episode III – Revenge of the Sith is easily one of the darkest Star Wars films, as all of the tragedy promised by Attack of the Clones finally comes to fruition, yet the film still ends on a hopeful note. Obi-Wan Kenobi, Yoda, and Bail Organa formulate a long-term plan to bring about the return of the Jedi and Palpatine’s defeat. Revenge of the Sith ends with the reassurance of Luke and Leia the galaxy’s new hope, despite everything.

Why Attack Of The Clones' Ending Is So Unusual For Star Wars

Attack of the Clones ending

Attack of the Clones’ ending is atypical for the Star Wars franchise. A New Hope (known simply as Star Wars at the time) came to theaters in 1977, a time when the cultural outlook in general and cinema, in particular, was jaded and cynical. A simple coming-of-age mythology story with a hopeful ending despite a dark setting was a breath of fresh air for numerous viewers, working in tandem with the movie’s breathtaking effects and immersive world-building. Throughout canon and Legends, a plethora of new stories have been told, yet the majority of them have heroes who succeed against all odds or at least hold on to hope in the face of defeat or certain death. Star Wars: Episode II – Attack of the Clones is the only instance in the main Star Wars saga where a dark story ends with the promise of more tragedy, making it the only true “downer.”

Next: Anakin's Clone Wars Duels With Count Dooku Improved His Prequels Story