One of Steven Spielberg’s favorite Star Wars movies may surprise you, as it currently only boasts a 61% critic score and a 56% audience score on Rotten Tomatoes. Though the original Star Wars trilogy is widely hailed as one of the most impactful and best fantasy fiction movie trilogies ever made, George Lucas’ prequel trilogy didn’t fare as well when the films were first released in theaters. Criticism included the characters being too childish, wooden acting, and unnecessary storylines.

Nowadays, however, George Lucas’ Star Wars prequel movies are enjoying something of a renaissance, with Star Wars: Episode II – Attack of the Clones and Star Wars: Episode III – Revenge of the Sith, especially, being re-evaluated for their impact on Star Wars’ lore and our understanding of the characters. According to Steven Spielberg, who has worked closely with Lucas on the Indiana Jones films and countless other projects, one of these Star Wars prequel movies has been severely underrated since it was first released.

Steven Spielberg’s Favorite Star Wars Movie Is Attack Of The Clones

In a 2002 unearthed Cinescape interview, Spielberg, who has directed numerous classics, like Jaws, E.T. The Extra-Terrestrial, Close Encounters of the Third Kind, Jurᴀssic Park, and more, praised Star Wars: Episode II – Attack of the Clones, calling it his “second favorite [Star Wars] movie just behind [The Empire Strikes Back].” He then commended his friend’s direction and discussed some of the movie’s notable inspirations.

“It was great. The action scenes looked like George [Lucas] had been inspired by James Cameron because they were as good as any of the action scenes in [Terminator 2: Judgement Day], and I think George did his best directing with this one too.”

Years later, in a 2012 interview with Roger Ebert, Spielberg reiterated his admiration for the much-maligned film. “I really love George’s ‘Star Wars: Episode Two.’ I thought it was operatic – George’s most accomplished movie.” As an incredibly talented filmmaker, Spielberg undoubtedly noticed other aspects about Attack of the Clones than the audience originally did. Where does that difference in opinion come from?

Attack Of The Clones Is Definitely The Prequel Trilogy’s Most Underrated Movie

Though Revenge of the Sith is often (understandably) seen as the prequel trilogy’s best movie, there’s plenty to enjoy in Attack of the Clones, too. There’s a sense of grandeur to it. The characters and the Jedi Order are all marching to their doom, though none are truly aware of it. The looming threat of war and Obi-Wan Kenobi’s intriguing “detective” storyline make for an interesting premise.

There’s also action to consider. Though the innovative effects changed how we viewed the Jedi’s powers, they also changed how we viewed their conflicts. There’s a certain brutality to the action in Attack of the Clones that wasn’t necessarily missing but noticeably absent from previous installments. That same brutality, tragically but poetically, leads to their downfall.

Additionally, while Anakin Skywalker’s and Padmé Amidala’s romance feels stilted and forced, and the ᴀssᴀssination plot that reunites them is painfully convoluted, we can’t deny its importance to the story. Anakin loves hard and fiercely – so fiercely that it makes him forget who he is and what the Jedi expect of him. He risks it all for Padmé and, later, for his mother. Those two relationships are a core part of Anakin’s character.

Despite all of these positives, and the newfound respect Lucas’ second Star Wars prequel has found since it first premiered in 2002, Attack of the Clones is unlikely to get the same kind of wide-scale theatrical re-release recently enjoyed by Star Wars: Episode I – The Phantom Menace and Revenge of the Sith. After all, Attack of the Clones’ 25th anniversary falls in the same year as the original Star Wars movie’s 50th anniversary.

Is Spielberg Right About George Lucas’ Directing In Attack Of The Clones?

Action-wise, Attack of the Clones is in a league of its own. Though both The Phantom Menace and Revenge of the Sith include plenty of high-energy action sequences, Attack of the Clones is, as Spielberg said, “operatic.” The Battle of Geonosis is a well-paced, compelling spectacle, whereas Obi-Wan’s fight with Jango Fett on Kamino is moody and sinister. That kind of contrast really works in the movie’s favor.

I can understand Spielberg’s admiration for the film. There’s something very watchable about it. I’d argue that the bigger issue with Attack of the Clones is the story and the writing, spearheaded by Lucas. Yes, there’s a lot we can appreciate about Attack of the Clones’ concepts and their visual execution. At the same time, the dialogue, the previously mentioned ᴀssᴀssination plot, the unbelievable swiftness of the romance between Anakin and Padmé, and more made it harder to appreciate those things when the film was first released, and even now.

Great direction can elevate a great story. Masterful direction cannot always compensate for a weaker script. Yet, despite its issues, Star Wars: Episode II – Attack of the Clones has major implications for the franchise’s wider story, exciting action, and interesting themes and ideas, all of which Spielberg obviously appreciated in George Lucas’ second Star Wars prequel movie.