Beyond its status as the first Star Wars movie in more than a decade, beyond its promised revival of characters unseen in new filmed adventures for over three decades, this December’s Star Wars: The Force Awakens will be seen as a new chance for the series to shake off its status as a nostalgia object and reclaim its place as a producer of beloved, crowd-pleasing movies. This was something the 1999-2005 prequel trilogy did not accomplish—at least not universally (talk to anyone who actually experienced their childhood during that time about whether it was ruined by The Phantom Menace). Even given the amplified negativity of the internet echo chamber, there is a sizable gap between a trilogy that made more than a billion dollars domestic and said trilogy’s reputation as a colossal disappointment. Mixed reviews for The Phantom Menace and initially positive reactions to Attack Of The Clones and especially Revenge Of The Sith have melted down into a puddle of faint praise and definitive derision.




Some of this is understandable. The very best sequels and prequels earn comparisons with their predecessors, and it would be difficult to argue that the Star Wars prequels are better than the original trilogy; at minimum, they’re less novel and fresh, and their story by design holds fewer surprises. At their worst, the prequels signal a troubling lack of interest from writer-director George Lucas in the apparently tedious business of writing and directing—or at least directing actors. The series was never built on witty banter, but the awkward phrasings stick out more when Lucas seems to focus on digitally pasting together bits of footage into “perfect” compilation takes that don’t always give his actors the space they need to transcend the B-movie dialogue.

But movies are not just writing, and the Star Wars prequels are accomplished without Joss Whedon-esque zingers. They’re far better, far more fun space operas than their damaged reputations suggest, and in many ways fulfill the potential, hanging in the air for 16 years after Return Of The Jedi, for old-fashioned Star Wars adventures made with ever-advancing technology.

For that matter, they’re also better written than they’re given credit for, setting aside Lucas’ sometimes hilarious fumbling with the English language. The actual story told across the three movies, wherein the fall of Anakin Skywalker is part of a larger plan by Senator Palpatine (Ian McDiarmid) to realign the Galactic Republic into a Galactic Empire, brings shading to the vast Star Wars universe. The original trilogy positions the Empire right away as a tyrannical evil; the prequel trilogy exposes, in an offhand way, the ills of the Republic it replaced. It begins in the more lighthearted Phantom Menace, which nonetheless puts forth the idea that the Republic turns away from its underclass on planets like Tatooine. Anakin’s home planet turns out to not be so different under democracy, and when the future Darth Vader (Jake Lloyd, very much a child actor but likable in his gee-whiz way) is freed from slavery, there’s sadness in his inability to free his mother, or anyone else stuck in the dregs of the desert planet.


Before he wins his freedom in a Jedi-orchestrated podrace bet, Anakin is convinced that Qui-Gon Jinn (Liam Neeson) has come to Tatooine to free slaves, but this is very much outside of the Jedi purview. Throughout the trilogy, the fallibility of the Jedi is fascinating, though many fans weren’t interested in a world where the mystical order of semi-clairvoyant laser-swordsmen are so easily flummoxed by Sith machinations, make very human mistakes, and have such bad taste in hair styles. (This hunger for mythic awesomeness may partially explain the fan popularity of Genndy Tartakovsky’s stylized Clone Wars cartoons, where most of the Jedi seem superheroic in their near-invincibility.) Moreover, the shroud of mystery over the Jedi order falls with the prequels, which offer glimpses into the Jedi council, a Jedi library and archives, and Jedi duties that include seemingly mundane tasks like solving trade disputes. This institutional bureaucracy, like the more quasi-scientific explanation of the Force via midi-chlorians and (for the particularly forgiving) the frequently stiff dialogue, makes sense among the remnants of a more ritualized, orderly time.

This could turn into what fiction writers might call an imitative fallacy, where the prequel trilogy is made intentionally (and unproductively) boring to depict its less immediately exciting subject matter. But as with the earlier series, much of the fun comes in the margins; a few clunky discussions of political maneuvering do not make a movie boring. Attack Of The Clones makes particularly creative use of the established pre-Empire order as a creative playground, and stands as one of the most genre-diverse entries into the series. The film’s use of a more urban setting in its opening section, complete with vast skyscrapers and flying-car traffic, and its subsequent sending of Obi-Wan Kenobi (Ewan McGregor) to investigate the mystery of the cloners on Kamino, add some noir-ish tones to the still-kid-friendly Star Wars universe; Obi-Wan, as it turns out, knows his way around sleazy clubs and greasy diners. The movie’s forays into forbidden romance are less successful, but Obi-Wan’s detective subplot and the climactic gladiator-style combat in an arena populated by Harryhausen-style creatures mix up the usual dogfights and lightsaber clashes.

McGregor gives the most charismatic performance in the series, and while it’s easy to imagine a great Star Wars adventure that zeroes in on his version of Obi-Wan—younger, a bit laddish and self-effacing, but respectful of the Jedi way—many of his co-stars do underrated work, sketching characters with their established personas: Natalie Portman’s emotional openness, Samuel L. Jackson’s air of authority, Liam Neeson’s mentoring wisdom. Even the much-maligned Hayden Christensen, as the teenage/adult Anakin, has compelling moments; his peculiar, seething whine of a speaking voice sometimes recalls the timbre of Christopher Walken, if not the oddball magnetism. He plays to Anakin’s insecurities, driving home that much of his arc on the way to becoming Vader is about fear of death. It’s an empathetic interpretation of lust for power, positioning galaxy-ruling fascism as, like so many things, means of staving off the creeping anxiety that death could take us or our loved ones at any time.

This makes Anakin’s whining a lot more fraught and interesting than Luke Skywalker’s whining, albeit somewhat less likable. If the lack of a clear Luke Skywalker figure to set out on a hero’s journey sometimes makes the prequels a bit more diffuse, though, it also allows the series to experiment; the original films synthesize a variety of influences, but for better or worse aren’t as eclectic as the genre-hopping Clones, or the mix of swashbuckling and tragedy that powers Sith. The catch is that some of the prequel trilogy’s experiments are quite silly.


This is particularly true of the side shtick that turns up in Phantom Menace: the slapstick of the Three Stooges-style pit droids, or the ignominious fate of Ben Quadinaros, both during the podrace sequence. There is also Jar Jar Binks, of course, and yes, Binks is an irritant with a semi-comprehensible speech pattern (an odd choice for Lucas, who seems to struggle even with traditional diction) that clears up only long enough for a Full House catchphrase to emerge. But is he that much worse than C-3PO in the original trilogy, who spends a lot of Empire naysaying so frequently and virulently that he often seems to be rooting against his supposed friends? Also, whether a sop to disgruntled fans or not, it’s amusing to watch Jar Jar’s transition from the wacky antics of The Phantom Menace to being manipulated into destroying democracy via a senate proposal in Attack Of The Clones. In fact, in the second and third prequels, Jar Jar quietly becomes a conduit for mistakes and disappointment; there is real pathos when Anakin tells him “she hardly even recognized me, Jar Jar,” both because he’s not picking up romantic vibes from Padmé and because he’s been reduced to confiding in Jar Jar Binks.

While Phantom Menace takes it furthest, the comic business does continue in the other films—C-3PO’s Looney Tunes-ish head-swapping adventure with a battle droid in Clones, for example—and probably caused some older fans to spend a good portion of the prequel trilogy wishing Lucas would grow up, maybe into the portent-heavy reverence of Peter Jackson’s Lord Of The Rings series. Not all Star Wars complainers are partisans for a particular other sci-fi/fantasy series, of course, but the prequel trilogy certainly garnered some unfavorable comparisons to both The Matrix, released a few months before Phantom Menace, and Jackson’s Rings trilogy, all released in close proximity to Attack Of The Clones, and possibly a quickening agent in terms of prequel backlash. The Jackson comparison is particularly instructive because Star Wars, in its original, sequelized, and prequelized forms, is neither as serious nor as sentimental as Jackson’s Lord Of The Rings movies; Lucas generally moves at a merciless B-movie pace, disinclined to really milk big emotions. The prequels have moments that are sad, scary, or sweet: Young Anakin’s goodbye to his mother; older Anakin’s vengeful, murderous rampage against the Tusken Raiders; Obi-Wan’s playful admonishing of his trainee. But Lucas irises or wipes out of them briskly, appropriate for a series where the biggest romantic moment is Han Solo’s understated but charged response of “I know” when Leia confesses her love. Even at the end of Revenge Of The Sith, momentous loose ends from a six-movie series are tied up in a series of those retro-looking irises and wipes.

That quickness in place of Jackson-style lingering lends itself to the aforementioned silliness, a quality very much a part of this series’ world-building, and which undercuts the fantasy genre’s tendency toward pomp without turning it all into a big joke. During the Phantom Menace’s centerpiece podrace, for example, Lucas cuts back a few times to Jabba The Hutt. The first time, the rotund gangster, vaguely interested in the exciting action sequence unfolding in front of him, turns his attention to a little creature walking on the edge of his balcony, which he flicks to its doom. The second time, he has fallen asleep. Lucas still stages the podrace at an exciting clip, but he’s happy to remind the audience that not everyone in the universe will be on the edge of their seat.

Plenty of the trilogy’s offhand moments are similarly character-based. R2-D2’s alternating heroism (sending enemy droids to their fiery doom in Revenge Of The Sith) and meddling (knocking C-3PO onto a droid-factory conveyor belt in Attack Of The Clones) gets a satisfying workout, and C-3PO is the subject of a hilarious POV shot in Phantom Menace where Anakin dismisses his creation with cruel succinctness as he hastily prepares to leave Tatooine—a comic detail that easily makes up for the mild contrivance of Anakin having built him in the first place. The prequels generally have a delightful mean streak toward droids (some of which, like R2-D2 in times of distress, have been programmed to scream in alarm or what seems like pain), which can fuel running gags (Obi-Wan dutifully heads off to destroy battle-droids) as well as thematic undercurrents (disdain for pesky droids allows the Republic to go along with the mysterious and far more dangerous clone army, which turns on the Jedi).


As enjoyably goofy as some of these threads are, they’re also completely sincere. The lack of winking self-mockery leaves room for plenty of well-executed serious moments, too. In Revenge Of The Sith, the sequence following the execution of Order 66, whereupon most of the galaxy’s Jedi are killed off by clone troopers, is both mournful and epic in scope, as Lucas assembles a montage of beautiful and unusual planets across the galaxy becoming sites of tragedy. Sith also includes one of the best dialogue scenes in the prequel trilogy, where McDiarmid’s Palpatine delivers dark-side-related exposition to Anakin with a simple elegance often missing from the screenplays. But more often these dramatic grace notes arrive when Lucas allows himself to go wordless. A story as maligned as the Anakin/Padmé romance can appear downright lovely when it’s communicated visually, like their kiss as they’re led out to die in the Geonosis arena, rather than verbally, like Anakin’s ranting about sand. (Although, let’s be real: Anakin’s hatred of sand is on-point. It sucks, and it does get everywhere).

While handicapped by his own writing, Lucas nonetheless creates a richly visual world. Not all of it is maximalist: He makes evocative use of wide shots and shadows, often placing just a handful of characters in a vast expanse of his frame. But the prequels do crank up the wow factor, especially in their terrific, kinetic action sequences: the podrace and three-way lightsaber duel in Phantom Menace; the careening final half-hour of Attack Of The Clones (about as good as any similarly sustained bit of rollercoaster craziness short of maybe Mad Max: Fury Road); the opening half-hour of Revenge Of The Sith. The latter draws the Anakin and Obi-Wan partnership to an end before the more downbeat story of Sith kicks in; tellingly, Lucas finds the best rhythm between McGregor and Christensen whenever they’re thrown into an action sequence together, and his cutting is best at creating a winning comic dynamic between the Jedi and R2. Sith also opens with one of the series’ best pans across space, which turns into a computerized tracking shot pulling the virtual camera through a massive space battle before finding the two Jedi blasting their way through the scrum. The eye-filling color and movement of this sequence is like a painting somehow kicked into hyperspeed. The visual density never descends into Michael Bay-style distraction.




It has, however, been turned into a meme, based on producer Rick McCallum’s apparently foolish boast that his epic sci-fi/fantasy trilogy features expansive visuals. The refrain may be familiar from snarky comments sections: “It’s so dense. Every single image has so much going on.” This meme comes courtesy of the internet-famous Red Letter Media prequel reviews, which dedicate feature-length amounts of time to nerdsplaining why the prequels aren’t good, and include repeated footage of McCallum’s quote, an indictment via repetitive implication. The idea, not uncommon in film criticism, is that no amount of visual splendor can make up for the lack of a good story. Through snide repetition, Red Letter Media takes this idea a little further, making visual splendor seem almost inherently stupid.

But in movies, this not always the case. The detail-packed frames of the Star Wars prequels don’t have the instinct, indiscriminate fuzziness of CG noise; the “so dense” argument works best under the false assumption that pretty much any CG is inferior to pretty much any practical effects. The digital painting—the summoning of ominously impractical planets, weird little aliens, and vast armies of droids—has a sense of joyful craftsmanship missing from any number of Star Wars-inspired blockbusters. (The hipper Marvel Studios movies, for example, delightful as many of them are, communicate the pure splash-page visual energy of their source material less often than they should.) Movies are not one thing: They can be spare and austere, and they can also look like the covers of disreputable pulp novels springing to ridiculous, cartoony life. An argument with a sarcastic “it’s so dense” at its center isn’t identifying problems with framing, composition, or cutting; it’s just saying that this way of doing things—having a lot of stuff in the frame, provided by computers—is more or less incorrect. It’s a weird argument.



Weirder still, some fans seem more wrapped up in the Red Letter Media reviews than the movies themselves. The first trilogy has its own set of imperfections, small missteps, awkward lines, and creatures that serve no direct story purpose. But for a lot of fans, most of that stuff, give or take a pile of Ewoks, has been assimilated into a general appreciation; to a devoted fan, the first trilogy’s limitations can seem almost indistinguishable from its delights. The prequel trilogy’s similar mixture of the fantastic, the goofy, and the mundane has obviously not generated a similar affection—and in absence of Star Wars doing what they wanted, some fans banded together around a piece of criticism, trading memes, jokes, and references to those videos rather than the text itself.

As a critic, this is certainly tantalizing: Imagine, fans who quote reviews more readily than the movies they’re covering! As someone who loves movies, though, it’s terribly depressing to think of Star Wars fans who derive more joy from repeating “it’s so dense” and smug Screenwriting 101 bromides about Phantom Menace lacking a main character than actually, you know, watching Star Wars movies. Even some thoughtful pro-prequel criticism with basis in visuals rather than screenwriting, notably the “Rings theory,” has the air of a math proof, rightly calling out their visual sophistication with a tone that implies these movies ought to be appreciated, rather than going so far as to call them actually, actively loveable. (Not loving Star Wars at all, of course, is always an option.)


Insisting that fans should love everything a series does, of course, is ridiculous, and, when put into practice, a reminder that “fan” derives from “fanatic.” But that kind of fanboy dogma has been reversed so hard that it’s now tricky to say anything positive about the prequels without sounding like either one of those fanatics without a critical eye, or an apologist willfully turning that eye blind. It will become trickier still if The Force Awakens is as good as everyone hopes it will be; there’s a tendency, in both fandom and criticism, to see highly anticipated sequels or revivals as correctives, to finally fix what bothered “everyone” about the last sequel or revival. But movies are, again, not a binary: J.J. Abrams can make a fresh, revitalized Star Wars (maybe even with good dialogue!) without invalidating the serial-style craft and CG painting of the prequel trilogy, just as the heavy use of computer animation in the prequels doesn’t destroy the more tactile moments in the original trilogy. Yoda can be a perfectly crafted and fascinatingly lifelike puppet performance in The Empire Strikes Back, and he can leap into a kickass whirling-dervish lightsaber duel during the extended climax of Attack Of The Clones. (In another instance of watching the movies being more fun than turning backlash into a meme, this moment drew cheers the first time I saw the movie, back in 2002. Unless my theater was a total anomaly, the prevailing sentiment was not “ugh, CG!”)

Those first Star Wars movies feel personal to a lot of viewers, but that feeling comes from the memories associated with them more than the movies themselves. At their core, they’re big, crowd-pleasing space operas with a vast, inventive playground of planets, aliens, and spaceships. The fact that they inspired a toy-manufacturing boom doesn’t feel entirely mercenary because those toys were a natural outgrowth of a series with half-glimpsed, single-scene characters bustling around all of that hero’s-journey power-of-myth stuff. I don’t watch Star Wars movies for the music of human speech; I watch them to marvel at crazy water-planets, laugh at R2-D2’s antics, and wonder what Captain Typho does in his downtime. That’s what I love about the prequels: Their imagination is vast, yet interactive; beautiful, yet recognizably human.