The other night I continued my preparations for The Force Awakens by watching the second film in the Star Wars prequel trilogy: Episode II: Attack of the Clones. This is is the only one of the three prequels I did not see in theaters, but I ended up seeing it a million times thanks to HBO. Ok, maybe not a million, but certainly several dozen times more than any human being ever needs to see nonsense.

I would watch it every time it was on TV. I remember once when I was a teenager I was sick as hell, puking blood, completely out of it. I was home alone and watched Episode II and started sobbing during the big battle on Geonosis at the end. For some reason I was overcome with emotion, afraid that our heroes were about to die in the big fighting pit. A fond memory, especially since I had seen the movie several times already and knew how it ends.

Episode II is also significant because with the release of this film I did the most scumbag thing I have ever done. Never did anything like this before or since. Bags of Lays chips came with special puzzle pieces with different characters, and there was a rare gold piece with the Clone Troopers on it. My friend Bill, a friend I look at as a brother, got this piece and I stole it from him and blamed this terrible girl Marjorie.

I was a pretty nice 10-year-old, never did things like this. I have no idea what came over me. I guess the dark side clouded my judgment. Years later I admitted what I did to Bill and gave him the piece back, but I still deeply regret my actions.

As for the movie itself, it had been a while but I remembered a lot of it. Things like Jango Fett’s head getting cut off, Anakin mauling the Tusken Raiders, Anakin and Padme getting married, Christopher fucking Lee as Count Dooku, Yoda using a lightsaber, Hayden Christensen and Natalie Portman’s horrendous acting, the awful dialogue, the list goes on.

However, as I watched this movie again, I was concerned as I had no recollection of possibly the most substantial plot point: the inclusion of the clones. I remember scattered moments and characters, but I had no idea how or why the clones became involved. I had no memory of Jango Fett’s entire story. Why is he the basis for the clones? Why do they use a clone army?

Turns out it wasn’t just that I didn’t remember this, it’s that it’s never explained. In the opening crawl we learn that the Republic needs an army to assist the Jedi in the war against the systems joining Count Dooku’s Confederacy. The acquisition and use of the army is never fully fleshed out.

As I watched this movie I felt like George Bush during Bill Clinton’s big debate moment in 1992. I had the same quizzical, dazed look on my face that he did as Clinton hammered him on the economy. George Lucas was hammering me with such a display of poor storytelling that I had no idea how to even feel. This one idiotic plot hole really ruins everything. I haven’t been this confused watching something since they said Stan died in season 2 of True Detective.

Here is what we see. The Republic is at war with the Confederacy, and the battles have become so frequent that the Jedi can no longer protect the Republic alone. There is now debate in the Senate over the creation of an army. Obi-Wan Kenobi discovers the planet Kamino, where a clone army is secretly being created for the Republic.

The clones were commissioned by Jedi Master Sifo-Dyas, who Obi-Wan says has been dead for 10 years. Sam Jackson and Yoda both had no knowledge of this and say the Jedi didn’t order the creation of a clone army. They seem very put off by the whole thing. The clones are being modeled after bounty hunter Jango Fett, who was paid by somebody named Tyranus.

After Chancellor Palpatine gets emergency powers, he calls for the creation of an army. At this point Yoda decides to go check out the clone army and then rolls with the clones to go save the day on Geonosis. After the end battle it is revealed that Count Dooku is actually Darth Tyranus, and Darth Sidious (Palpatine) reveals the war and the the clone army are all part of his plan.

Notice the gaping hole there? The viewer can see that the creation of this clone army is part of some evil plot by the Sith, but not why the Jedi fall for it. Sam Jackson and Yoda are confused by this news of the clone army, then like 40 minutes later decide to just use it. Of course in Episode III we find out the clone army has been programmed by Palpatine to kill the Jedi as part of his plot to rule galaxy, but why exactly does this happen? Why do the Jedi get sucked into this? There is literally no explanation given in this movie or the next.

In the film it is explained the Jedi can’t properly see things because the dark side is so strong it is screwing with their mojo. But just because they don’t sense the evil plot, that still doesn’t explain why they go from being confused by this clone army to deciding to use it without any sort of discussion or rationalization. They’re like, “Hm. The Jedi Council never authorized the creation of clones. Guess we better use them just the same!” Uhhh ok. The Jedi literally cause their own demise for no reason other than they just do. And why Jango Fett?

Before I dive deeper into this movie’s issues, let me get the positives out of the way. It is a massive improvement over Episode I. We’ve moved away from boring trade negotiations and power struggles in the Senate, to at least seeing some action.

Ewan McGregor’s hair and beard are off the fucking charts in this one. The dude seriously looks majestic. Good for him. Christopher Lee also rocks the house as Count Dooku in his limited screen time. That may have less to do with the script or his character and more to do with the fact Christopher Lee ruled. Also, that scene where Anakin kills the Tusken Raiders is kind of neat.

Aside from that, this movie’s shit. I haven’t seen The Fifth Element in years, but I’m pretty sure the car chase on Coruscant is a complete ripoff of some kind of chase or driving scene in that movie. And infinitely less cool since Bruce Willis wasn’t involved. And the whole New York City-style diner Obi-Wan goes to? Stupid.

Anakin’s first attempt at making a move on Padme is one of the creepiest, rapiest scenes ever. She tells him to stop looking at her “that way” because it makes her uncomfortable. He says, “Sorry, my lady,” and gives her the creepiest smile ever. It really disturbs me and I don’t like it.

Bigger Star Wars nerds than me have tried to defend Hayden Christensen’s acting by saying Anakin is supposed to be an awkward guy. Yeah, no. Guy’s a shitty actor, simple as that. Crispin Glover plays awkward people well. Hayden Christensen just sucks. He struggles to deliver lines and his facial expressions are goofy. His co-star is equally bad.

Natalie Portman once said that these prequel movies made people think she’s a bad actress. Having only seen her in these movies, the Thor movies, and Heat, I think she’s an absolutely horrible actress. Sure the dialogue both of them were given is bad, but holy shit man somebody out there had to be more capable than these two were.

But to be fair, it isn’t just them. This movie is horribly acted all around except for McGregor and Lee. And it is horribly directed. The overreliance on computer effects makes it look so dated and cheesy. It is like watching people walk around in a cartoon. It is clear basically everybody involved didn’t give a shit, from the actors right through to the crew. The reaction shots look like something out of Ed Wood. It is all painfully silly and just so corny. The scene with Anakin and Padme frolicking in the grass? Give me a fucking break.

Yoda using a lightsaber is also the most preposterous shit you’ll ever see. Computer animated Yoda, grunting and yelling, fighting a computer animated Christopher Lee is just flat out ridiculous. It is stupid. It is almost as dumb as Jango Fett, who occupies the Darth Maul role of looking cool and then getting brutally killed. Sam Jackson cuts his head off like it is nothing after Fett’s like 12 minutes of screen time are up.

While much better than the previous installment, Episode II is still a very bad movie. It is poorly made on so many different levels, and as special effects have improved in the last 13 years it only makes the film look worse. The fact we see Darth Vader is actually just this incredibly awkward, terrible actor instead of some big badass really kills the mood. And the fact the Jedi go all Papa Roach and devise their own demise is pointless and lame.

And why are the clones based off this bounty hunter who dies so easily?

Whatever. I’m good on Episode II for a few years now. On to the next one.