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Star Wars Episode II: Attack of the Clones


George LucasLucasFilm (LucasArts)

Star Wars Episode II: Attack of the Clones is a 2002 space opera film directed by George Lucas and written by Lucas and Jonathan Hales. It is the fifth film to be released in the Star Wars saga and the second in terms of internal chronology.

The film is set ten years after the events in Star Wars Episode I: The Phantom Menace, when The Galaxy is on the brink of Galactic Civil War. Under the leadership of a renegade Jedi named Count Dooku, thousands of solar systems threaten to secede from the Galactic Republic. When an assassination attempt is made on Senator Padmé Amidala, the former Queen of Naboo, 19-year-old Jedi apprentice Anakin Skywalker is assigned to protect her, while his mentor Obi-Wan Kenobi is assigned to investigate the assassination attempt. Soon, Anakin, Padmé, and Obi-Wan are drawn into the heart of the Separatist territories and the beginning of a new threat to the galaxy, The Clone Wars.

Released on May 16, 2002, Attack of the Clones was the first motion picture to be shot completely on a high definition digital 24-frame system and the first Star Wars film to be internationally out-grossed in the year of its original release. Spider-Man, The Lord of the Rings: The Two Towers, and Harry Potter and the Chamber of Secrets all had higher receipts.


Ten years have passed, and the Galactic Republic is in crisis. A separatist movement secretly led by former Jedi Master Count Dooku is threatening the peace, causing the Galactic Senate to debate a Military Creation Act to form a standing army for the Republic's protection. Senator Padmé Amidala, former Queen of Naboo, returns to Coruscant to vote against the Act, even though there are no longer enough Jedi to maintain peace and justice in the galaxy.

Upon her arrival on Coruscant, she narrowly escapes an assassination attempt that claims the life of her decoy, Cordé. As a result, Supreme Chancellor Palpatine requests that Jedi Knight Obi-Wan Kenobi and his apprentice, Anakin Skywalker protect her.

That night, the assassin Zam Wesell makes another attempt on Amidala's life, though the Jedi are able to foil her plot. They pursue the assassin through Galactic City, though she is killed by a saberdart, fired by a mysterious "rocket man", before the Jedi can learn the name of her employer. Returning to the Jedi Temple, Obi-Wan is given a new assignment by the High Council; to track down the assassin's killer. Meanwhile, Anakin continues his assignment of protecting the Senator, and is asked to escort her back to her home planet of Naboo. Further, he has become infatuated with Padmé, and relishes the chance to spend time with her. Representative Jar Jar Binks assumes the Senator's duties in her absence.

During the investigation, Obi-Wan is led to a mysterious planet called Kamino — missing from the Jedi Archives — where he discovers a secret clone army being developed for the Republic. He is told by Prime Minister Lama Su that the army was ordered some ten years ago by Jedi Master Sifo-Dyas — although Obi-Wan knows Sifo-Dyas was killed before that time. A bounty hunter named Jango Fett was hired as the template for the clones. Obi-Wan meets Jango on Kamino, and believes him to be the killer he has been tracking. After unsuccessfully trying to capture Jango Fett, Obi-Wan places a homing beacon on his ship, Slave I, and follows him to the planet of Geonosis.

On Geonosis, Obi-Wan overhears a meeting between Count Dooku and the leaders of the commerce guilds, and learns that they are behind the separatist movement and have built up a new droid army. He also learns that it was Nute Gunray who ordered the assassination of Amidala, as revenge for the defeat of the Trade Federation at the Battle of Naboo. Obi-Wan transmits his findings to the Council, though he is surrounded by droidekas and captured before he can finish his report.

Meanwhile, Anakin and Padmé have been spending much time together on Naboo, and Anakin reveals his deep love for her, vowing to do whatever she asks. However, Padmé resists, explaining that it would be impossible for the two of them to be together, since she is a Senator and he is a Jedi. Anakin is angered by this, and experiences inner conflict between his strong desires for her and his duties as a Jedi.

Anakin is also troubled by a dream that his mother is in grave danger, and he beckons for Padmé to accompany him to his home planet of Tatooine — in the process disobeying Obi-Wan's orders to remain on Naboo. Upon arriving, he learns that his mother has married a moisture farmer named Cliegg Lars, and travels to the Lars homestead. There, he learns that his mother was kidnapped a month ago by the Tusken Raiders. He travels through the night, and finds her tied and beaten beyond help in a Tusken camp. After a tender exchange between each other, Shmi dies in Anakin's arms. Overwhelmed by a murderous rage, he slaughters the entire Tusken community; men, women and even children. Back at Coruscant, Yoda senses a terrible darkness in the Force as the slaughter continues (Qui-Gon Jinn's voice can also be heard saying "Anakin, Anakin, No!" during this scene). Anakin then brings his mother's body back to the homestead, where her funeral is held.

Now that the Jedi Council knows of Dooku's army, Jedi Master Mace Windu leads a team to Geonosis. Unbeknownst to them, Anakin and Padmé also make their way there to rescue Obi-Wan. Meanwhile, Representative Binks calls for Chancellor Palpatine to be given emergency powers, with which he can call the recently discovered clone army into battle.

Back on Geonosis, Count Dooku tries to persuade Obi-Wan to join him, warning him that Darth Sidious is now in control of the Senate. Obi-Wan refuses to believe him, saying that the Jedi would have known if that was the case. Anakin and Padmé arrive on the planet, but are quickly captured and sentenced to death, joining Obi-Wan in the Petranaki arena where they are to be executed. The pair confess their love for each other before they are dragged into the arena and forced to battle a reek, a nexu, and an acklay. During their struggle, Mace Windu arrives with his Jedi team, and they battle Dooku's droids in the arena. Even though Windu kills Jango Fett, defeat for the Jedi seems imminent. However, Yoda unexpectedly arrives with the Republic's new clone army, descending upon the arena in gunships and picking up Padmé and the surviving Jedi.

A large battle erupts between the Republic's clone army and the Droid Army of the Confederacy of Independent Systems. Geonosian Archduke Poggle the Lesser entrusts Count Dooku with the plans for the Ultimate Weapon, which is early plans for the Death Star. Dooku attempts to escape, but Obi-Wan and Anakin track him to a secret hangar, where they engage him in combat. Unfortunately, they are no match for Dooku's mastery of the Force and the lightsaber combat style that Dooku employs. He injures Obi-Wan and cuts off Anakin's right arm. Yoda appears just as Dooku is about to finish them off, and the two masters of the Force go head to head in a fierce duel. Dooku, realizing he cannot defeat Yoda, attempts to topple a large pillar on Obi-Wan and Anakin as a distraction. While Yoda uses the Force to divert the pillar, Dooku flees in his solar sailer. Flying to an industrial sector of Coruscant, he meets up with his master, Darth Sidious, who is pleased that the war has begun as planned.

In the Jedi Temple, Obi-Wan, Mace and Yoda muse on Dooku's warning that Darth Sidious is controlling the Senate. Yoda is hesitant to believe this, stating that the Sith's nature is to create fear and mistrust. He and Windu agree that they should nevertheless closely monitor the Senate. When Obi-Wan mentions that the Clones were key to the victory, Yoda rebukes this claim. Yoda states that the shroud of the dark side has fallen on the Jedi's ability to sense the future and that the Clone Wars has officially begun. Meanwhile, Chancellor Palpatine oversees the launching of massive clone trooper forces as Anakin, with a new mechno-arm, and Padmé hold a secret wedding back on Naboo, with only C-3PO and R2-D2 as witnesses.


  • Ewan McGregor as Obi-Wan Kenobi: A Jedi Knight and mentor to his padawan learner, Anakin Skywalker who investigates the assassination attempt of Padmé which led him to discover the makings of a Clone Army.
  • Hayden Christensen as Anakin Skywalker: The padawan learner of Obi-Wan and known as "the Chosen One". He is believed to be the Jedi "to bring balance to the force".
  • Natalie Portman as Senator Padmé Amidala: Who had recently been elected Senator of Naboo after serving two terms as Queen.
  • Ian McDiarmid as Chancellor Palpatine: A former Galactic Senator from Naboo, who is optimistic about the future of the Republic and believes in negotiating with the Separatists, despite the risk of war.
  • Samuel L. Jackson as Mace Windu: A Jedi Master sitting on the Jedi Council who warily watches the Republic Senate's politics.
  • Christopher Lee as Count Dooku: A former Jedi Master who is now Leader of the Separatist movement as Darth Tyranus, and a suspect in Obi-Wan's investigation.
  • Frank Oz voices Yoda: A Jedi Master of an unknown species. In addition to sitting on the Jedi Council, Yoda is the instructor for the young Jedi Initiates.
  • Temuera Morrison as Jango Fett and Clone troopers: Jango is a former bounty hunter who gave his DNA for use by the cloning facilities on Kamino for the creation of the clone army. In addition to his wage, he requested an unaltered clone for himself to take as his son: Boba Fett.
  • Anthony Daniels as C-3PO: A protocol droid for the Lars homestead.
  • Kenny Baker as R2-D2: An astro-droid, often seen on missions with Anakin and Obi-Wan.
  • Leeanna Walsman as Zam Wesell: A bounty hunter and partner of Jango Fett, who is given the task of assassinating Senator Amidala. Although her appearance is human, she is actually a shapeshifter.
  • Silas Carson as Nute Gunray: The Viceroy of the Trade Federation. He attempted to assassinate Senator Amidala in revenge for his loss against her people on Naboo.
  • Daniel Logan as Boba Fett: Who was created as an unaltered clone of Jango Fett.
  • Ahmed Best as Jar Jar Binks: Who was recently appointed Representative of Naboo by Senator Amidala.

E! Online reported that Lucas had allowed 'N Sync to film a small background cameo appearance, in order to satisfy Lucas' daughters. They were subsequently cut out of the film in post-production. The end credits erroneously list Alan Ruscoe as playing Neimoidian senator Lott Dod. The character was actually another Neimodian, played by an uncredited David Healey and voiced by Christopher Truswell named Gilramos Libkath.

A large search for the new Anakin Skywalker was performed across the United States. Lucas auditioned various actors, mostly unknown, before settling on Hayden Christensen. Among the many established actors who auditioned were Ryan Phillippe. Leonardo DiCaprio also met with Lucas for the role, but was "definitely unavailable" according to DiCaprio publicist Ken Sunshine. Before filming started, Catherine Zeta-Jones was rumored to have been cast as a Dark Jedi and Ralph Fiennes was reported to have been considered to play a young Grand Moff Tarkin.


The Star Wars saga was written by George Lucas in the early 1970s as one large outline for six films. In 1999 and 2000, Lucas transformed his original treatment for Episode II into a screenplay. Jonathan Hales, who had written several episodes of The Young Indiana Jones Chronicles for Lucas, served as co-writer. The film's subtitle was met with a negative response when it was first revealed; some compared it to the title of the film Attack of the 50 Foot Woman. It was long thought that the title be the true title of the film. As a disguise during filming, the film's "working title" was Jar Jar's Big Adventure, intended sarcastically in light of the negative fan response to the Episode I character.

In writing Star Wars Episode V: The Empire Strikes Back, Lucas initially decided that Lando Calrissian was a clone and came from a planet of clones which caused the Clone Wars mentioned by Kenobi in A New Hope; he later came up with an alternate concept of an army of clone shocktroopers from a remote planet which attacked the Republic and were repelled by the Jedi Knights.


Principal photography occurred between June 26, 2000 and September 20, 2000 at 20th Century Fox Studios in Australia. Location shooting took place in the Tunisian desert, at the Plaza de España in Seville, Spain, in Italy at the Villa del Balbianello on Lake Como, and in the former royal Palace of Caserta. At his own personal request, Samuel L. Jackson's character Mace Windu received a lightsaber that hat emitted a purple glow, as opposed to traditional blue and green for "good guys" and red for "bad guys".

During this time, a new action sequence was developed featuring the Droid factory after Lucas had decided that the film lacked a quick enough pace in the corresponding time-frame. The sequence's previsualization was rushed and the live-action footage was shot within four and a half hours. Because of George Lucas' method of creating shots through various departments and sources that are sometimes miles and years apart from each other, Attack of the Clones became the first film ever to be produced through what Rick McCallum called "virtual filmmaking".

Like The Phantom Menace, Attack of the Clones furthered technological development, effectively moving Hollywood into the "digital age" with the use of the HDW-F900, developed by Sony and Panavision, a digital camera using an HD digital 24 frame system. This spawned controversy over the benefits and disadvantages of digital cinematography that continue to this day as more filmmakers "convert" to digital filmmaking while many filmmakers oppose it. In contrast to previous installments, for which scenes were shot in the Tunisian desert in temperatures up to 125°F (51°C), the camera would still run without complications. Lucas had stated that he wished to film The Phantom Menace on this format but Sony was unable to build the cameras quickly enough. In 2002, Attack of the Clones became the second film to be shot entirely on a digital camera (the first being 2001's Vidocq.)


The film relied almost solely on digital animatics as opposed to storyboards in order to previsualize sequences for editing early on in the film's production. While Lucas had used other ways of producing motion-based storyboards in the past, after The Phantom Menace the decision was made to take advantage of the growing digital technology. The process began with Ben Burtt's creation of what the department dubbed as "videomatics", so called because they were shot on a household videocamera. In these videomatics, production assistants and relatives of the department workers. Using computer-generated imagery (CGI), the previsualization department later filled in the green screen with rough background footage. Ben Burtt then cut together this footage and sent it off to George Lucas for changes and approval. The result was a rough example of what the final product was intended to be. The previsualization department then created a finer version of the videomatic by creating an animatic, in which the videomatic actors, props, and sets were replaced by digital counterparts to give a more precise, but still rough, look at what would eventually be seen. The animatic was later brought on set and shown to the actors so that they could understand the concept of the scene they were filming in the midst of large amount of bluescreen used. Unlike most of the action sequences, the Battle of Geonosis was not storyboarded or created through videomatics but was sent straight to animatics after the department received a small vague page on the sequence. The intent was to create a number of small events that would be edited together for pacing inside the finished film. The animatics department was given free will regarding events to be created within the animatic; Lucas only asked for good action shots that he could choose from and approve later.

In addition to introducing the digital camera, Attack of the Clones emphasized "digital doubles" as computer-generated models that doubled for actors, in the same way that traditional stunt doubles did. It also furthered the authenticity of computer-generated characters by introducing a new, completely CGI-created version of the character Yoda. Rob Coleman and John Knoll prepared two tests featuring a CGI-animated Yoda using audio from Star Wars Episode V: The Empire Strikes Back. Yoda's appearance in Empire also served as the reference point for the creation of the CGI Yoda; Lucas repeatedly stated to the animation department that "the trick" to the animation of the CGI Yoda was to make him like the puppet from which he was based, in order to maintain a flow of continuity. Frank Oz (voice and puppeteer for Yoda in the original trilogy and The Phantom Menace) was consulted; his main piece of advice was that Yoda should look extremely old, sore, and frigid. From Puppets to Pixels: Digital Characters in Episode II DVD Special Feature, [2002]</ref> Coleman later explained the process of making the digital Yoda like the puppet version, by saying, "When Frank [Oz] would move the head, the ears would jiggle. If we hadn't put that in, it wouldn't look like Yoda." Because of the acrobatics of the dynamic saber fight between Count Dooku and Yoda, 80-year-old Christopher Lee relied on a stunt double to perform the most demanding scenes instead. Lee's face was superimposed onto the double's body in all shots other than closeups, which he performed himself. Lucas often called the duel crucial to the animation department, as it had such potential to be humorous rather than dramatic.


The soundtrack to the film was released on April 23, 2002 by Sony Classical. The music was composed and conducted by John Williams, and performed by the London Voices and London Symphony Orchestra. The soundtrack recreates the "Imperial March" from the film Star Wars Episode V: The Empire Strikes Back for its first chronological appearance in Attack of the Clones. A music video for the main theme "Across the Stars" was produced specifically for the DVD.

The CD originally shipped with a bonus PC screensaver. Four different soundtrack covers, each sold separately, were distributed at the time: one featuring Yoda, another featuring Anakin and Padmé, a third featuring Jango Fett, and the fourth featuring the film's final poster art. A Target-exclusive CD included a 14th track as a bonus track.


After a teaser trailer premiered with the film Monsters Inc., a new trailer for the film aired on the Fox network on March 10, 2002 between Malcolm in the Middle]] and The X-Files, and was made available on the official Star Wars website the same day. The outplacement firm Challenger, Gray & Christmas from Chicago predicted that U.S. companies could lose more than $319 million in productivity due to employees calling in sick and then heading to theaters to see the film.

Attack of the Clones<no-wiki> <no-wiki> worldwide theatrical release took place on May 16, 2002 with an MPAA rating of PG for "sustained sequences of sci-fi action/violence". The film was also later released in IMAX theaters, the film had not been filmed for IMAX but was "up converted" with the, relatively new at the time, Digital Remastering process. Before the film's release, there was a string of controversies regarding piracy. In 2000, an underground organization calling itself the Atlas Group, based in Perth, Western Australia offered a copy of the screenplay, with an asking price of US$100,000, to various fan sites and media organisations, including TheForce.Net. The scheme was subsequently reported to Lucasfilm by the fan site.

A pirate copy was allegedly made at a private showing, using a digital recorder that was pointed at the screen. This copy spread over the internet, and analysts predicted up to a million fans would have seen the film before the day of its release. In addition, authorities seized thousands of bootlegs throughout Kuala Lumpur before the film opened.

DVD releaseEdit

Star Wars Episode II: Attack of the Clones was released on DVD on November 12, 2002. The DVD features an audio commentary from director George Lucas, producer Rick McCallum, editor and sound designer Ben Burtt, ILM animation director Rob Coleman, and ILM visual effects supervisors Pablo Helman, John Knoll, and Ben Snow.Eight deleted scenes are included along with multiple documentaries, which include a full-length documentary about the creation of digital characters and two others that focus on sound design and the animatics team. Three featurettes examine the storyline, action scenes, and love story, and a set of 12 short web documentaries cover the overall production of the film.

The Attack of the Clones DVD also features a trailer for a mockumentary-style short film known as R2-D2: Beneath the Dome. Some stores offered the full mockumentary as an exclusive bonus disc for a small extra charge. The film gives an alternate look at the "life" of the droid R2-D2. The story, which Lucas approved, was meant for laughs. The DVD was re-released in a prequel trilogy box set on November 4, 2008.


Attack of the Clones received generally mixed reviews. On the Rotten Tomatoes review site, the film received a 66% favorable rating (However, it holds a 38% rating when filtered to include only professional critics), which was slightly higher than the 63% rating of its predecessor, The Phantom Menace. There was general admiration for the action sequences and special effects, and criticism of the more traditional dramatic elements, such as character development and dialogue, especially with respect to the relationship between Padmé and Anakin. Critics ritics called the dialogue "stiff" and "flat". The acting (particularly by Christensen and Portman) was also disparaged by some critics for similar characteristics. Conversely, other critics felt fans would be pleased to see that Jar Jar Binks plays only a minor role. He in fact makes a motion in the Galactic Senate to grant Palpatine emergency powers — unknowingly assisting Palpatine's rise to power. Additionally, Jar Jar's attempts at comic relief seen in The Phantom Menace were toned down; instead, C-3PO reprised some of his bumbling traditions in that role. Despite reports, McGregor did not refer to the film as "unsatisfactory". He did, however, use the word in reference to the swordplay when comparing it to the climactic duel in Star Wars Episode III: Revenge of the Sith as it neared release.

The film grossed $310,676,740 in the United States and $338,721,588 overseas, a huge financial success that nevertheless was overshadowed by the even greater box-office success of The Phantom Menace. It was not the top U.S. grossing film of the year, the first (and only) time that a Star Wars film did not have this distinction. The films with higher earnings were Spider-Man and The Lord of the Rings: The Two Towers, both of which enjoyed a more favorable critical reception. Adjusted for inflation, Attack of the Clones is the lowest-performing Star Wars film at the North American box office.

In following suit with the previous installments in the series, the Academy Awards presented Attack of the Clones with a nomination for Rob Coleman, Pablo Helman, John Knoll, and Ben Snow for Best Visual Effects at the 2003 Academy Awards and the film received an award for Best Fight at the MTV Movie Awards. In contrast, the film also received seven nominations from the Golden Raspberry Awards for Worst Picture, Worst Supporting Actor, Worst Director, Worst Screenplay, Worst Screen Couple and Worst Remake or Sequel. took home two awards for Worst Screenplay (George Lucas) and Worst Supporting Actor (Hayden Christensen).

Roger Ebert, an admirer of the series, awarded this edition a meagre two stars out of four, describing the first half as too dialogue heavy and slow-paced, while deriding the romantic sentiments of Anakin Skywalker and Padme as cliched. He also regarded most of the performances as "flat" and "stiff".

Historical and cultural allusions Edit

Observers believe that Palpatine's rise to power is very similar to that of Adolf Hitler in Nazi Germany; as Chancellor of Germany, as was Chancellor Palpatine. Comparisons have been made to Octavian — who became Augustus, the first emperor of Roman Empire — and to Napoleon Bonaparte, who rose to power in France from 1796 to 1799. Octavian was responsible for the deaths of several hundred political opponents well before he was granted tribunician powers; Bonaparte was appointed First Consul for life (and later Emperor) by the French Consulate after a failed attempt on his life and the subsequent coup of 18 Brumaire in 1799. Some have drawn parallels to the [[American Civil War]], linking the Separatists to the Confederate States of America; the official name of the Separatist group is the "Confederacy of Independent Systems".

The name of the government Army, the "Grand Army of the Republic", is the same in both Star Wars and the American Civil War, and both Palpatine and Lincoln took extensive warmaking powers.

War journalism, combat films, and footage of World War II combat influenced the documentary style camera work of the Battle of Geonosis, even to the point that hand-held shakes were digitally added to computer generated sequences.

In the film, the Geonosians have their own style of capital punishment. The scene depicting this method takes place in the Geonosian arena with the condemned chained to a pole, awaiting execution, which is carried out in bloody fashion by assorted carnivorous beasts. Obi-Wan, Anakin, and Padmé were sentenced to be executed in this method. This scene was influenced by an execution method employed by the ancient Romans at the Colosseum where lions and other dangerous predatory animals were permitted to have their way with condemned prisoners.

References to the original trilogyEdit

The Prequal Trilogy films often refer to the Original Trilogy to help connect the films together. Lucas has often referred to the films as a long poem that rhymes. Such examples include the now-famous line of "I have a bad feeling about this", a phrase used in each film, and battles, namely lightsaber duels, that almost always occur over a pit.

As with Attack of the Clones, The Empire Strikes Back was the middle film in a trilogy; therefore, of the original trilogy films, Empire is the object of the most references in Attack of the Clones. In both films, an asteroid field is the backdrop of a major star battle in the middle of the film. Obi-Wan Kenobi escapes Jango Fett by attaching his spacecraft to an asteroid in order to disappear from the enemy sensors; Han Solo uses a similar tactic by attaching the Millennium Falcon to a Star Destroyer in Empire. As a retcon, John Knoll confirms on the film's DVD commentary that Boba Fett, who would later catch Solo in the act in Empire, "learned his lesson" from the events of Attack of the Clones. Another line had Obi-Wan Kenobi ask Anakin why he had the feeling Anakin was going to be the death of him. This is an allusion to Star Wars Episode IV: A New Hope where Anakin, then Darth Vader, killed Obi-Wan aboard the Death Star.

Print adaptationsEdit

Two novels based on the movie were published, a tie-in junior novel by Scholastic, and a novelization written by Ryder Windham, which includes some unique scenes. A four-issue comic book adaptation was written by Henry Gilroy and published by Dark Horse Comics.

External linksEdit