Another tall order. I like this one more than Phantom Menace, but it’s flaws are deeper, even if there aren’t quite so many mistakes.
Let’s dive in.
What Went Wrong
Again, I'll refer you to the abundant literature on what's wrong with this movie.
How to Fix It
There are two major changes we need to make, and a few minor ones. The major ones involve Count Dooku and the romance between Padmé and Anakin. The minor ones are shifts in emphasis that make the movie more interesting.
Let’s start with the assassination attempt on Padmé’s life, which leads to Obi-Wan and Anakin guarding her and makes the entire romance subplot possible.
The assassination makes no sense. They put it down to Padmé being the leader of the opposition, but the opposition to what? The Chancellor is from her world, so Naboo is basically ruling the galaxy at this point. How could she be part of opposing her own government?
There’s also no tension in that first explosion. We don’t know what’s happening, suddenly things are blowing up, and now we’re watching a scene that should be moving and sad between Padmé and her guard. Unfortunately, since none of the guards even have names in the last movie (or this one), let along personalities, none of this works.
The explosion needs to almost kill Padmé. We need to see her coming down the runway, and watch it blow up, and her vanish under a pile of rubble. They dig her out and get her to a hospital, where we learn that several leading senators have had unfortunate accidents in the last few months. None looked like assassination attempts, until now. That’s why the Jedi get involved: to solve a genuine mystery.
With this change, the confusion at the beginning adds to the tension. We care about Padmé, and we share her confusion at being targeted. Who is after her? Why are they targeting Senators? We want to know, so we want to watch the rest of the movie.
This leads directly into our first major change: the romance between Padmé and Anakin.
It has to be entirely rewritten, from start to finish. Anakin spends the first part of the movie glowering at Padmé like he wants to take her in the basement and do weird things to her with a pair of pliers. He spends the second half glowering at her like she’s just hit his favorite puppy. All of that, along with the lines about “teasing the Senator” and “I hate sand” and everything else, all need to go.
Instead, their feelings for each other should be a surprise to both of them. They should remember each other, and be friendly – but nothing else – at the start. As they flee Coruscant, they reminisce about their adventures from the first movie, and catch up on what’s happened in their lives since then (this sharing will also catch up the audience, filling in details on how Palpatine has taken Anakin under his wing and why Padmé gave up being Queen to become a Senator).
Once on Naboo, among the beauty of her retreat, they both start to relax their guards, and discover they enjoy talking with each other, perhaps too much. This should climax with the kiss on the balcony, as a mix of everything their feeling: the danger they share, their past history, the way they can confide in each other.
The very next scene is Anakin having his nightmare about his mother and waking up in his room, sweating. We skip the fireside scene and its awkward “I’ve brought you into this incredibly romantic room to break up with you” vibe altogether.
Instead, we let their decision about their relationship be ambiguous. Neither of them has decided to take things any further than that initial kiss. They could still pull back and stay friends, stay loyal to the causes they’ve pledged themselves to. Or they could take the plunge together, and damn the consequences. It’s not knowing that adds tension to the scenes that follow.
Anakin doesn’t tell Padmé about his nightmare at first, but over breakfast that morning she pulls what’s wrong out of him. And when she hears, it’s her idea to go to Tatooine and look for his mother, not Anakin’s. He wants to keep Padmé safe on Naboo, and doesn’t want to put her in danger. She sees a chance to distract both of them from their feelings for each other, while helping out a friend (she might even feel her own debt to the woman that sheltered them on Tatooine and allowed her own son to risk his life to help them).
She wins the argument, setting them on their course towards the final third of the movie and reinforcing our impression from Phantom Menace of Padmé’s willingness to take risks.
Now instead of the stiffness of the kiss between Anakin and Padmé before they’re led out to the Coliseum to die, a stiffness that comes from it being a kiss with no risk behind it, a “might as well say this because it has no consequences” scene, it’s one of mutual discovery, of the two of them realizing that they do love each other, and deciding to act on it.
So that’s Padmé and Anakin sorted. Now for the last major change: Count Dooku’s role.
As written, he screams villain at every turn. He dresses all in black, he speaks in ponderous “I’ve got you now” style, and he’s played by Christopher Freakin Lee.
While I’m a Lee fan to my core, the character as written is completely uninteresting. He’s a cackling capital-V Villain in a trilogy that’s all about how good intentions can lead you astray, about how evil can masquerade as virtue, about how hard it is to tell what’s the right thing to do.
Dooku should be an earnest renegade. Instead of being Palpatine’s Sith apprentice, Dooku discovered that Palpatine was a Sith, and broke with the Jedi Council because of it. He didn’t tell them because he didn’t think they would believe him, or if they did that it would be because Palpatine had already corrupted them. He went from system to system, cobbling together an Alliance to fight Palpatine and bring down the Sith.
He’s behind the assassinations, but only because he thinks the Senators he’s targeting are in league with Palpatine. In Padmé’s case, it would make perfect sense for him to add her to the list: she’s from Palpatine’s homeworld, she helped him become Chancellor, and if Dooku looks into her future, he can see the rise of the Dark Side.
Dooku thinks he’s the good guy, doing something hard but necessary to fight a greater evil. We should see him as being very similar to Qui-Gon, if Qui-Gon had lived and disagreed more with the Jedi Council.
He doesn’t want to fight Obi-Wan when he captures him. He makes an earnest attempt to get Obi-Wan to join him, to help him overthrow the Sith that have taken control. The scene between them should be fraught with tension, and we should actually wonder if Obi-Wan will join the rebels at this point, especially once he realizes that Dooku is telling the truth. When he refuses, and Dooku sentences him to death, it should be with regret and reluctance, not relish.
All of Dooku’s scenes should be shifted to show the conflict within him. When Mace Windu shows up with the other Jedi, Dooku should be horrified, not triumphant. He doesn’t want to see the Jedi Order destroyed, but he can’t let them win, either. He’s in an impossible situation, and his dialogue with Windu should be a plea for his one-time friend to join him, to stop doing the bidding of the Sith.
All the way up to the final combat between Dooku, Obi-Wan, and Anakin, he should be trying to get out of the fight, trying to find a way to work with the Jedi instead of against them. His reluctance should be clear at every point, and it should be the Jedi that act as the aggressors, that push him into fighting them.
This will inject a sense of tragedy into each scene Dooku’s in: we know he’s only playing into Palpatine’s hands, even if he doesn’t, and we can see how the Jedi are blind to how they’re being manipulated as well. Dooku becomes a much more interesting character, and we should feel sorry for him when he dies.
That’s the last change we need to make to the movie: Dooku should die at the end.
He should still take Anakin out early, by lopping off his right hand. He should still fight Obi-Wan off, and then move to escape. But Yoda stands in his way, blocking his path.
Here, Dooku refuses to fight his old master. He’s lost his way, but he’s not a Sith. He won’t go that far.
Trapped, he turns back to fight Obi-Wan, to see if he can get out a different way. Obi-Wan has gotten Anakin back on his feet, and together they manage to fight Dooku till he is on his knees, and disarmed. Helpless, he agrees to go back with them, to face trial and punishment.
Yoda turns to go back into their transport, and Obi-Wan as well. Dooku and Anakin are left alone for a moment.
This is when Anakin finds out Dooku was behind the assassination attempts. Dooku tells him as part of one last plea for mercy, for Anakin to help him, and as a warning about what he thinks Padmé will do. Instead, Anakin is enraged that Dooku would threaten Padmé’s life. Filled with anger, he kills Dooku.
Thus the movie ends with three things certain. Palpatine has grown so powerful that even the opposition to his rule is playing into his hands. Padmé and Anakin are going to act on their love while keeping it hidden. And that love, though unlooked-for and hard-won, is driving him towards the Dark Side.