None of the Star Wars prequels were universally praised. After The Phantom Menace kicked things off with one of the most controversial franchise reboots ever made, the prequels were all met with a mixed response from fans and critics. But the reaction to some films was more divided than others. The middle chapter, Attack of the Clones, received by far the worst reviews of the trilogy.

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Critics lamented Attack of the Clones’ overuse of CGI, its underuse of cohesive storytelling, and its whiny, angsty characterization of Anakin Skywalker. But it’s not a complete disaster. Ewan McGregor’s Obi-Wan is always watchable and the movie has some awesome villains.

It’s Not As Bad As People Say

Ewan McGregor’s Obi-Wan Is Endlessly Watchable

Obi-Wan visits Kamino in Attack of the Clones

There aren’t a lot of things in the prequel trilogy that all Star Wars fans can agree on, but almost all of them can agree that Ewan McGregor was the perfect casting choice for the younger incarnation of Obi-Wan. He’s just as wise and worldly as Alec Guinness’ older Obi-Wan, but he’s more youthful and vibrant.

McGregor wasn’t always backed up by the best scripts, but his performance as Obi-Wan is endlessly watchable. He gets even more of a spotlight in Attack of the Clones than he had in The Phantom Menace.

Attack Of The Clones Has Awesome Villains

Count Dooku with his lightsaber in Attack of the Clones

One way that the prequels lived up to the original trilogy (and the sequels didn’t) is their memorable villains. After terrifying audiences with Darth Maul in The Phantom Menace, Lucas introduced fans to a couple of awesome new villains in Attack of the Clones.

Count Dooku is a Sith-in-training played by the legendary Christopher Lee and bounty hunter Jango Fett is just as much of a badass as his son. And, of course, Palpatine spends the movie secretly pulling the strings from the shadows.

John Williams’ Score Is Typically Breathtaking

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

One thing that Star Wars fans can count on, even in the worst possible Star Wars movie, is that John Williams will provide a breathtaking score. Attack of the Clones is no different, elevating mediocre action sequences and character work with mesmerizing music.

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Williams brings back “Duel of the Fates” when Anakin drives out to slaughter the Tusken Raiders who kidnapped his mother. Anakin and Padmé’s love theme, “Across the Stars,” is more moving and emotionally engaging than their actual love story.

Padmé Gets In On All The Action

Padme Amidala in Star Wars: Attack of the Clones.

While Revenge of the Sith is widely considered to be the best Star Wars prequel, it falls short of Attack of the Clones in one key area: Padmé’s arc. In the third prequel movie, Padmé is relegated to being sad (which eventually kills her). In the first two prequels, Padmé got in on all the action.

She reclaims her throne in The Phantom Menace and kicks even more butt in Attack of the Clones. Before spending the whole of Revenge of the Sith moping around her apartment, Padmé singlehandedly defeated a kaiju while chained to a post in Attack of the Clones.

The Climactic Set-Piece Delivers In Spades

Jedi on Geonosis in Attack of the Clones

Like all the best blockbuster finales, the climactic set-piece in Attack of the Clones delivers everything but the kitchen sink. The Battle of Geonosis kicks off when Mace Windu brings a dozens-strong Jedi strike force to liberate Anakin, Obi-Wan, and Padmé from a gladiatorial arena where they’re being fed to hungry monsters.

Just when the Jedi are losing hope and seem to be outnumbered, Yoda arrives with the titular cloned cavalry. This explosive set-piece, culminating in a duel with Count Dooku, marks the beginning of the Clone Wars.

It Is As Bad As People Say

Hayden Christensen Hadn’t Quite Settled Into The Role Of Anakin Yet

Anakin talks to Padmé about the Sand People he slaughtered and tells her he will be the greatest Jedi ever in Attack Of The Clones

Hayden Christensen ended up giving a stellar performance as Anakin in Revenge of the Sith, bringing plenty of brooding nuance to the pseudo-Shakespearean tragedy of his fall from grace. But he hadn’t quite settled into the role when he first played Anakin in Attack of the Clones.

To the actor’s credit, there was only so much he could do with the material he was given, but the Anakin of Episode II was criticized for being whiny as opposed to intimidating.

Too Much Shaky CGI

The Grand Army of the Republic in Attack of the Clones

There was no barometer for how much CGI to use in a movie when Lucas made the Star Wars prequels, because he pioneered groundbreaking CG technology specifically to create the Star Wars prequels. To make the most of his new toys, Lucas ended up going overboard with the early computer-generated effects in the prequel trilogy.

There’s far too much CGI in Attack of the Clones – there are no extras in clone armor; all of the clones are animated – and a lot of the effects are shaky and outdated.

The Romantic Scenes Are Borderline Unbearable

Anakin and Padmé flirt in the fields of Naboo in Attack of the Clones

The romantic subplots of action-adventure blockbusters are expected to fall short of Emily Brontë, but the love story in Attack of the Clones borders on being unwatchable.

RELATED: 3 Ways Each Star Wars Prequel Movie Is The Best

As Anakin goes to Naboo to protect Padmé from assassins, they end up confronting their feelings for each other and falling in love. On paper, this sounds like a cute story arc, but the execution is cringeworthy, with lines such as “I don’t like sand” filling in for flirtation.

Many Of The Mystery Storylines Were Ultimately Unresolved

Boba Fett, Jango Fett, and Obi-Wan Kenobi on Kamino

In the writing of Attack of the Clones, Lucas went on a few mysterious detours that ultimately went nowhere. Episode II sets up a big conspiracy surrounding the origins of the clone army, but it’s never resolved.

Audiences expected some follow-up in Episode III, but Lucas dropped this storyline in Revenge of the Sith so he could focus the finale on Anakin’s turn to the dark side.

Heavy-Handed Portrayal Of Anakin’s Turn To The Dark Side

Anakin Skywalker prepares to slaughter the Tusken Raiders in Attack of the Clones

Lucas learned some key lessons from Attack of the Clones with a slightly subtler approach to the final stages of Anakin’s turn to the dark side in Revenge of the Sith.

In Attack of the Clones, that journey is a little heavy-handed. Anakin goes from a wayward Jedi apprentice to a cold-hearted mass murderer at the drop of a dime.

NEXT: 5 Ways The Phantom Menace Isn't As Bad As People Say (& 5 Ways It Is)