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The Star Wars prequels were flawed but entertaining films that could have been really great. A while back, I re-wrote my own version of The Phantom Menace, a version that actually made sense without changing the core story. I then thought I should do the same with Attack of the Clones, but AotC is such a horrible, convoluted mess of a movie, easily the worst of the original six, that I figured it would be impossible without changing the entire movie into something very different, which would defeat the exercise.

Lately, for some reason, this has been on my mind. After giving it some thought, I figured I could make this movie at least a little better without changing too much.

So here it is, my re-written version of Attack of the Clones using the same rules I did last time with The Phantom Menace – that is, to not change the movie or story into something entirely different, only changing the bare minimum to make it a superior film while still keeping Lucas’s original vision intact as much as possible. Attack of the Clones is not only greatly inferior to The Phantom Menace, but also, as you’re about to see, has a much more complicated and chaotic plot, so you can be the judge as to whether or not I succeeded. As before, I include the changes to the original version in parentheses ().

I would strongly recommend you take a minute and read My Superior Version of The Phantom Menace before you read this so that it all makes sense, since this movie is a direct sequel to that one.

Since “The Phantom Menace” is a dumb name, my version was “The Hidden Darkness.” Since “Attack of the Clones” is an even worse name, my version is “Star Wars: Rise of the Empire.”

Here we go…

Star Wars: Rise of the Empire

The opening crawl is the same except there is no mention of Count Dooku. The opening scene shows the same assassination attempt on Senator Amidala in which one of her decoys is killed. The next scene shows the Chancellor, Yoda, Padme, and Count Dooku all discussing the rising tensions with the separatists, and how a new and effective leader known only as Tyranus has seized control of the opposition. (Count Dooku is portrayed as an ally and a friend at this point rather than a suspicious character. He has still left the Jedi Order, but is still is on the side of the good guys.)

Later, Obi-Wan and Anakin are assigned to protect Padme, and there is a happy reunion of heroes from the first movie.

Let’s discuss Anakin for a minute. In the original version, he’s about 19 years old, a whiny, bratty, irritating teenager who acts like one. In The Hidden Darkness, I made him 15 instead of 9, so in my version of Attack of the Clones, Anakin is a 25-year-old fully grown man. He’s much closer to the version you see in Revenge of the Sith. Imagine the Revenge of the Sith version of Anakin (with the larger build, longer hair, scars, and darker attire) but an additional four years older, wiser, and tougher. Lucas’s Anakin in this movie was a teenager; my Anakin is a mature man.

Additionally, Anakin looks up to Obi-Wan and loves him like an older brother. They do not argue in front of others, nor does Anakin complain about Obi-Wan. (Anakin is reckless and has deep anger, but he’s still years away from becoming Darth Vader, so he doesn’t resent Obi-Wan yet.)

Moving on. That evening, one of the greatest bounty hunters in the galaxy, Jango Fett (I’d love to change his name to something less silly, but I won’t) is poised outside Padme’s bedchamber armed with an armor-piercing laser sniper rifle. (The incompetent shapeshifting Zan does not exist in this movie, nor does Jango subcontract such an important job out to her.)

Using a hacking device, he deactivates the protective shields around her window and takes aim for her head. In the next room, Anakin feels a disturbance and Force-speed runs to Padme, whipping her off the bed just as a laser bolt incinerates her pillow right where her head was just a split second before. (The killer does not use centipede-like things when just shooting her would be more effective.)

Jango keeps firing. Anakin holds Padme on the floor as she screams and objects explode all around them. R2-D2 has one of his legs blown off. Anakin takes a hit in the shoulder.

When the firing ends, Anakin looks up to see Jango through the shattered glass, and Jango sees him while reloading his rifle.

“Jedi,” Jango whispers under his breath. He wasn’t planning on Jedi. He quickly tosses the rifle to the ground and hops into his aircar for a quick escape.

Anakin’s eyes briefly fill with a strange red-yellow color and he snarls. Dropping Padme and ignoring the pain in his bleeding shoulder, he crashes through the window and leaps out into the open air just as Obi-Wan enters and screams for him to wait, but it’s too late.

There is a chase through Coruscant just like in the movie, but with Jango instead of Zan, and Obi-Wan and Anakin’s roles are reversed. (Anakin is the crazy and impulsive one, not Obi-Wan). It’s a harrowing three-way chase with Anakin chasing Jango Fett and Obi-Wan chasing Anakin. There’s also the added dynamic of Anakin wanting to kill Jango Fett and Obi-Wan wanting him alive for questioning.

The air chase turns into a street chase. Jango Fett is amazingly skilled and clever, constantly evading the Jedi. Finally, after they corner him in a crowded dance club (like in the movie), Anakin manages to slice off a piece of his armor, but Jango escapes into the night for good.

Anakin is enraged. This guy tried to kill Padme! Obi-Wan tells his apprentice to calm himself through the Force, but it doesn’t help.

The next day, Anakin visits Chancellor Palpatine and the friendship the two have is clearly demonstrated, with Anakin looking to Palpatine as a surrogate father figure. Later, Anakin visits Padme as she packs for her trip back to Naboo. He is clearly attracted to her and he uses subtle game to pique her interest (instead of being an immature, whiny creeper with child molester stares). Padme is surprised and a little impressed at his maturity and masculinity after not having seen him for so long.

As Anakin, Padme, and a newly repaired R2-D2 leave for Naboo, Obi-Wan goes to his old pal Dex to get some info and analysis on the piece of armor he recovered from Jango Fett. Dex informs him that while the armor is Mandalorian, it is coated with chemicals that can only be found on the distant world of Kamino. After researching this in the Jedi archives, he finds that all mention of the world has been deleted from the records. (In the sequel, we will discover that it was Count Dooku who did this just before he left the Jedi Order. This was explained in the novels, but no moviegoers should be required to read books to get answers to a movie. That’s unfair.) He finally gets the location and heads off to Kamino.

At Naboo, Anakin and Padme spend more time together and their mutual attraction grows. (There is no stupid dialogue about sand getting everywhere or “But I’m a senator…”) These are two adults who are becoming attracted to each other and don’t deny it. Nothing happens, though, since Anakin still holds to the Jedi code of no sex or romantic attachment. (Padme does not dress in overly sexy outfits while bitching about how she can’t have sex for some reason. Anakin doesn’t act like a whiny, lovestruck bitch either.)

Obi-Wan arrives on the rainy ocean world of Kamino and speaks to the Kaminoians. Just as in the movie, he pretends to go along with the ruse that he is there “checking on his army” when informed that the order for the clone army was placed by a Jedi named Sido-Dyas. (Not Sifo-Dyas as in the movie. In my version, Darth Sideous place the order years ago, not some random Jedi we’ve never heard of. In the original script, the name was indeed “Sido-Dyas,” a play on the name “Sideous.” This was changed right before filming for some reason. I’m changing it back.)

He is shown the clone army and is amazed. He goes to meet Jango Fett and his clone son, Boba. The scene plays out pretty much as it does in the movie, with Jango cleverly wording answers so as to avoid overtly lying and setting off any Force alarms as he’s being interrogated. He only mentions a man named Tyranus. (The child Boba Fett is a little older and played by a much better actor.)

Obi-Wan communicates with Yoda and Mace Windu (who has much better lines, a much less robotic personality, and showcases Samuel L. Jackson’s acting abilities much more). They are both bewildered at the news of a clone army from a Jedi order (they don’t give each other knowing looks as Obi-Wan mentions Sifo-Dyas) and order him to detain Jango Fett for questioning.

The next few scenes are mostly unchanged from the movie. Anakin is haunted by dreams of his mother in pain, he tells Padme he needs to go to Tatooine, Padme agrees to go with him (due mostly to her growing attraction for him), and Jango and Obi-Wan do battle and Jango escapes, but not before Obi-Wan gets a tracker on his ship.

Obi-Wan and Jango (with his son, who does not do any silly, evil giggling) battle in space. In the end, Obi-Wan is unable to best Jango, who is a superior pilot even with Obi-Wan’s Force assistance, and Obi-Wan barely escapes with his life. (There is no stupid trick about jettisoned canisters, since Jango would never fall for something so obvious. Obi-Wan just narrowly escapes into hyperspace.)

On Tatooine, Anakin and Padme meet with Owen, Beru, and Cliegg. (There is no scene with Watto.) They inform him that his mother has been taken by the Tusken Raiders and is likely dead. Anakin, through the Force, knows she’s still alive and in great pain. He goes out after her alone.

Using both the Force and some basic detective work, Anakin locates the Tusken Raider camp. Sneaking into one of the tents, he finds his mother, who has been tied up and regularly tortured for weeks. After exchanging a few sad words, she dies in his arms.

Anakin goes insane with rage and proceeds to slaughter the entire camp of Tusken Raiders – men, women, and children, though in my version, this is actually shown as much as possible within a PG-13 rating. (I would have liked to make the movie R-rated, but that would be too extreme a change.) This would be doable since lightsabers cauterize wounds on contact, so there is never any blood, just lots of decapitations, stabbings, and death.

During the carnage, Qui-Gon’s voice saying, “Anakin, no!” is distantly heard. (There is no scene with Yoda or Mace Windu. If Yoda can feel what Anakin is doing, he would have addressed it as soon as Anakin returned. Plus, Yoda’s ability to use the Force has weakened anyway, as was already established. So Yoda and the other Jedi have no idea what is going on.)

During the battle, Anakin takes on slightly Sith-like qualities, such as the red-yellow eyes. When the carnage is finished, Anakin is alone, staring into the night, and in the distance, the laugher of the Emperor can be heard.

Meanwhile, using the tracking device, Obi-Wan follows Jango Fett to Geonosis. He sneaks into the separatist base and overhears some separatist leaders speaking about their upcoming plans for war. (Count Dooku is not present and hasn’t been seen since the beginning of the movie.) He tries contact Anakin but his shocked to learn he’s on Tatooine instead of Naboo. (The R4 droid does not exist in this movie, since in A New Hope, Obi-Wan clearly said he never owned a droid. Obi-Wan is alone.) As he sends a message to Coruscant informing them of a massive separatist army gathering at Geonosis, he is struck by strange Force lighting is and knocked unconscious.

Anakin returns with his mother’s body, and he and the family bury it. They remark that Tusken Raiders actually torturing someone like that, and for seemingly no reason, is quite unusual, and they’ve never heard of the creatures doing anything like that before. (In the sequel, we will learn that that Darth Sideous masterminded the entire thing to help facilitate Anakin’s turn to the Dark Side.)

Anakin grieves with Padme, lamenting that he couldn’t save his mother. As in the movie, he boasts that he will becomes the most powerful Jedi ever, even gaining the power to prevent death. (He does not tell Padme that he slaughtered women and children out of anger. Padme would never condone murder, and certainly not on that scale, so that would freak her the fuck out. Anakin knows this, so he keeps that part to himself. This establishes a much better context for their relationship, one based on lies rather than denial.)

They receive the message sent by Obi-Wan and, with C-3PO in tow, leave for Geonosis.

On Coruscant, Acting Senator Jar-Jar Binks (who, if you remember from The Hidden Darkness, is a valiant warrior instead of a bumbling idiot) is manipulated into voting in favor of emergency powers for the Chancellor, who reluctantly accepts the Senate’s decision. (Though again, with better dialogue. Palpatine doesn’t say childishly obvious shit like, “I love democracy.”)

Anakin and Padme arrive on Geonosis and do battle with the insectoid aliens there, more or less as in the movie. (R2-D2 does not fly. It was fun to watch, but it just doesn’t make any sense if he can’t do that in the original trilogy, which is 20 years in the future. He can hover for brief periods, but he can’t fly around like Superman. There is also none of this childish stuff about C-3PO getting his head accidentally attached to a battle droid.) Anakin is eventually bested and captured by the aliens with the assistance of Jango Fett.

Anakin and Padme are about to be taken into the arena to be killed before a large audience. (There is no scene with Dooku and an imprisoned Obi-Wan.) Before they are pulled out into the arena, Anakin grabs Padme and kisses her passionately, much like Leia and Han right before he was frozen in carbonite. (There is no sappy, stupid dialogue. After a few words, Anakin just kisses her like a man.) She is surprised at first, but then responds physically. They want to say more but are dragged out and chained up in the arena next to a frowning Obi-Wan, who is not only upset by their capture, but is now well aware that Anakin has violated the Jedi Code against attachment.

Presiding over the cheering crowd is… General Grievous. This is just a teaser for him, whetting the viewer’s appetite for the next movie when he’ll get more screen time. Jango Fett and the Viceroy of the Trade Federation are standing beside him. He declares the Jedi will now be killed, and the next 15 minutes of screen time play out pretty much as in the movie. The battle with the three monsters ensues. The heroes win, but are then surrounded by Battle Droids, only to be rescued by a small army of Jedi led by a smiling Mace Windu. Then, a bigger battle takes place: Mace Windu kills Jango Fett right in front of Boba, who glares angrily at a retreating Windu. When the Jedi are surrounded, they are rescued by a massive clone army led by Yoda. Then the big battle ensues, again, pretty much as in the movie.

Now here’s where things radically change. Anakin and Obi-Wan leave Padme back at the clone army command ship with Mace Windu (they would never bring her along; she’s a tiny, 100-pound woman with no combat experience), then fly to back to the headquarters of the separatists to arrest their leaders, starting with General Grievous.

As they enter the abandoned hangar bay of the headquarters, they hear approaching footsteps. They ignite their lightsabers and are stunned to see… Darth Maul emerge from the darkness. (Remember, he survived in my version of The Phantom Menace.)

Maul smiles but says nothing as he ignites his dual lightsaber and Anakin and Obi-Wan exchange concerned looks. This was the guy who killed Qui-Gon and almost killed Obi-Wan. Uh-oh.

They fight. It’s epic. Obi-Wan and Anakin do well, but Darth Maul is still superior. He ends up slashing Obi-Wan across the chest and Force-blasts him against a far wall, knocking him unconscious. He then fights an enraged Anakin, and Maul is momentarily surprised by the rage he feels in the Jedi, as well as his amazing skill. Yet, Maul still prevails. He slices off Anakin’s arm, sending him to the far side of the room as well, lying unconscious next to his master.

As Darth Maul sneers and closes in for the final kill, he halts when someone shouts, “Stop!”

Count Dooku enters the room, valiantly stepping between Maul and the two fallen heroes. (Remember, in this version, the moviegoer still thinks Dooku is a good guy.)

“Move,” says Maul calmly, “or die.”

“The time has come, Maul,” Count Dooku replies.

Darth Maul actually looks a little surprised and confused for a brief moment, but then understands, and lunges at Dooku with his lightsaber. Dooku, shockingly, unleashes a torrent of Force lighting, blasting Maul backwards. Rising from the ground, Maul looks confused, but he attacks once again regardless.

Dooku ignites a lightsaber of his own, strangely the color of Sith red instead of the typical Jedi blue or green. Maul is on top of him, but with just three quick stokes, Dooku almost effortlessly slices Maul in half and decapitates him. As powerful as Darth Maul was, Dooku is even greater, having been a full-fledged Jedi Master for most of his adult life.

As Dooku looks down at the body, a mobile holo-emitter comes to life, and the image of Darth Sideous appears.

“I felt Maul’s death,” Sideous says.

Dooku kneels before him and says, “I have succeeded him, my lord, as is our way. The Rule of Two: a master and an apprentice.”

“Then rise, Darth Tyranus,” Sideous responds after a moment, “You have taken your place at my side. War has begun, as I have foreseen, and we have much work to do.”

Dooku suddenly turns his head sharply and says, “He is approaching.”

“Kill him,” Sideous orders, “Then attend me at Coruscant.” The image of Darth Sideous vanishes as Yoda enters the room.

Eyeing the two fallen heroes, Yoda says, “Dooku. Gone, you are. Only Tyranus I now see.”

“I am far greater than you now, Master Yoda,” Dooku says, towering over him.

Nodding sadly, Yoda says, “See, we shall.”

Thus begins a titanic Force battle between Darth Tyranus and Yoda: Force lighting ablaze (that Yoda dodges or redirects), scaffoldings flying, even entire spacecraft being thrown around by both of them in an effort to destroy the other. (Yoda does not use a lightsaber. He doesn’t even own one, nor does he want to. My version is much more consistent with the character of Yoda we saw in the original trilogy. I admit that watching Yoda dance around with a lightsaber was funny and entertaining, but it was completely out of character. Instead, the entire battle is purely Force-based and thus much more creative and interesting.)

The two are, indeed, evenly matched, until Tyranus distracts Yoda by putting Obi-Wan and Anakin in danger. (Yoda does not try to stop something from falling on them, but instead just Force-pulls them both out of the way, which makes much more sense.) Tyranus uses the distraction to escape.

The very next scene is Chancellor Palpatine, Yoda, and Mace Windu overseeing the massive clone army and star destroyers rising into the sky with the epic and pounding Imperial March playing. This fades into a similar scene with Darth Tyranus, flanked by General Grievous and the Viceroy, overseeing a massive droid army and droid battleships rising into the sky. This then fades into Anakin and Padme in bed together. (They do not get married yet. That’s way too fast.) As the morning sun rises, Anakin drags a single finger of his new robotic hand gently down Padme’s cheek. She smiles, and her eyes sparkle. He smiles as well, but in his eyes is a growing darkness.

The End

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