Due to the banal romantic scenes between Anakin and Padmé, the many unresolved mystery subplots, and the movie’s overuse of primitive CGI, 2002’s Attack of the Clones is generally considered to be the worst entry in the Star Wars prequel trilogy.
But it’s still a cinematic adventure in a galaxy far, far away and, as such, it’s a lot of fun. As with all the other films in George Lucas’ pulpy space opera saga, Attack of the Clones has a few fun, lighthearted, laugh-out-loud moments.
“You Want To Go Home And Rethink Your Life.” - Obi-Wan Kenobi
Long before he would use the Jedi mind trick to save R2-D2 and C-3PO from a Stormtrooper patrol in Mos Eisley Cantina, Obi-Wan used the Jedi mind trick to influence the life decisions of a death-stick dealer in a shady bar on Coruscant.
When a dealer offers Obi-Wan some death-sticks, the Jedi waves his hand and convinces the dealer to go home and rethink his life. Given that “death-stick” is a commonly used derogatory term for a cigarette, this scene is a thinly veiled anti-smoking PSA.
“I Don’t Like Sand.” - Anakin Skywalker
When Anakin is trying to flirt with Padmé on Naboo, he tells her he doesn’t like sand and rambles on about all the reasons why: “It’s coarse, and rough, and irritating, and it gets everywhere.”
Since Anakin grew up in a junk shop in a dusty Tatooine town then spent his adolescence as a Jedi trainee, it makes sense that he wouldn’t have the best social skills. But still, this is a pretty poor attempt at seduction, one that exemplifies the problems with Anidala’s cringeworthy romantic dialogue.
“Dellow Felegates...” - Jar Jar Binks
Ever since he debuted in The Phantom Menace, Jar Jar Binks has generally been considered unfunny. Lucas set him up as the comic relief of the prequel trilogy, but only used him for slapstick and fart jokes. But in Attack of the Clones, his mixed-up speaking style does result in a great one-liner.
In Episode II, Jar Jar is revealed to be an elected official representing the Gungans in the Senate. He ends up unwittingly granting Palpatine the emergency political powers that will allow him to take over the galaxy. When he addresses his “fellow delegates,” Jar Jar mixes up the words and calls them “dellow felegates.”
“Surely You Can Do Better!” - Count Dooku
In the climactic sequence of Attack of the Clones, Anakin and Obi-Wan confront Darth Sidious’ latest Sith apprentice, Count Dooku, in his Geonosis hideout. Just like Luke when he faces Vader in The Empire Strikes Back, Anakin and Obi-Wan are hopelessly defeated by Dooku.
Anakin is knocked out of contention instantly and Obi-Wan doesn’t last much longer. Dooku tells the latter, “Master Kenobi, you disappoint me. Yoda holds you in such high esteem,” and bluntly tells him to “do better.”
“This Party’s Over.” - Mace Windu
When Count Dooku and his Separatist cronies are toasting the impending deaths of Anakin, Obi-Wan, and Padmé, Mace Windu arrives as a precursor to his Jedi strike force’s rescue operation and tells them, “This party’s over.”
Samuel L. Jackson has always nailed his quips in Tarantino movies – such as “Does he look like a b****!?” and “English, motherf*****, do you speak it!?” – so it made sense for Lucas to give similar (albeit less profane) one-liners to his iconic Star Wars character.
“I Hate It When He Does That.” - Obi-Wan Kenobi
While Anakin and Obi-Wan are chasing Zam Wesell through the neon-drenched streets of Coruscant in a hovering speeder, Anakin looks down, spots Wesell’s ship, and casually says, “If you’ll excuse me, Master,” before jumping overboard and soaring down onto her cockpit.
An exasperated Obi-Wan says, “I hate it when he does that,” suggesting that Anakin has jumped out of a speeder in the middle of the Coruscant skyline a bunch of other times – so much so that it’s become a habit and Obi-Wan is fed up with it.
“It Is With Great Reluctance That I Have Agreed To This Calling.” - Senator Palpatine
With the outbreak of the Clone Wars imminent, Jar Jar appeals to the Senate to give emergency powers to Sheev Palpatine. Palpatine humbly accepts these powers, supposedly “with great reluctance,” and promises to relinquish the powers as soon as possible.
While the Senate is none the wiser, the audience knows it’s exactly what Sheev planned all along. He’s not reluctant to accept the emergency powers at all; he’s eager to use those powers to turn a democracy into a dictatorship.
“Lost A Planet, Master Obi-Wan Has. How Embarrassing.” - Yoda
After his investigation into the bounty hunter that tried to kill Padmé points him to Kamino, Obi-Wan checks the Jedi Archives and can’t find a record of the rainy planet anywhere.
So, he pays a visit to Yoda, who’s teaching a class of younglings. Yoda jokes to his students that Obi-Wan has “lost a planet” and that he should be embarrassed about it. It’s a good thing Obi-Wan is so self-confident or this good-natured barb might’ve stung a lot more.
“Not Another Lecture, Master...” - Anakin Skywalker
While Anakin and Obi-Wan are guarding Padmé in the opening act of Attack of the Clones, they get into a discussion about politics and the ethics of Anakin’s mentor Senator Palpatine.
As Obi-Wan gets into his thoughts on Palpatine, Anakin pleads with his master not to bore him with “another lecture.” Anakin’s exhaustion with endless political rants from an older father figure is painfully relatable.
“Why Do I Get The Feeling You’re Going To Be The Death Of Me?” - Obi-Wan Kenobi
When Anakin gets his master into yet another life-threatening situation, Obi-Wan dryly jokes that his young, reckless apprentice is “going to be the death of me.”
One of the interesting things about prequels is that the audience already knows the characters’ fate, allowing writers to play around with foreshadowing. There’s a tragic irony in Obi-Wan’s “death of me” line, as Anakin will eventually strike him down, making him more powerful than he could possibly imagine.