Star Wars Episode II:
Attack of the Clones

George Lucas


Rick McCallum


George Lucas (story/screenplay)
Jonathan Hales (screenplay)


Ewan McGregor
Natalie Portman
Hayden Christensen
Christopher Lee
Samuel L. Jackson
Ian McDiarmid


20th Century Fox


May 16, 2002


143 min.






22 BBY


Rise of the Empire era

Preceded by

Star Wars Episode I: The Phantom Menace

Followed by

Star Wars Episode III: Revenge of the Sith

The shroud of the dark side has fallen. Begun, the Clone War has.

Yoda, Star Wars Episode II: Attack of the Clones

Star Wars Episode II: Attack of the Clones is the fifth Star Wars film, and was released in 2002. It is the second part of the prequel trilogy which began with Star Wars Episode I: The Phantom Menace and ended with Star Wars Episode III: Revenge of the Sith. It is also the first Star Wars film which used a high definition digital 24 frame system for most of the movie's live action scenes.[1]

The film is set ten years after the Battle of Naboo, when the galaxy is on the brink of civil war. Under the leadership of renegade Jedi Master Count Dooku, thousands of solar systems threaten to secede from the Republic. When an assassination attempt is made on Senator Padmé Amidala, the former Queen of Naboo, Jedi apprentice Anakin Skywalker is assigned to protect her, while his mentor Obi-Wan Kenobi is assigned to investigate the assassination attempt. Soon the Jedi are drawn into the heart of the separatist movement, and the beginning of a new threat to the galaxy: the Clone Wars.

The film was a financial success, grossing over $300 million at the box office in United States; however, the film was overshadowed by the even greater box-office success of its predecessor: The Phantom Menace. For the first time, a Star Wars film did not gather the highest box office sales for the year; the highest grossing film turned out to be Spider-Man which garnered a more favorable critical reception.

Opening crawlEdit

Episode II
There is unrest in the Galactic
Senate. Several thousand solar
systems have declared their
intentions to leave the Republic.

This separatist movement,
under the leadership of the
mysterious Count Dooku, has
made it difficult for the limited
number of Jedi Knights to maintain 
peace and order in the galaxy.

Senator Amidala, the former
Queen of Naboo, is returning
to the Galactic Senate to vote
on the critical issue of creating
to assist the overwhelmed


A decade after the events of The Phantom Menace, 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.

File:Attack of the clones 1.jpg

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 her 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. Anakin welcomes the opportunity, as he often becomes angry and frustrated by Obi-Wan's criticism, and is glad to have an opportunity to be on his own. 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.

File:Attack of the clones 2.jpg

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.

File:Attack of the clones 3.jpg

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. At one point, Padmé beats Anakin in a small fight. Anakin reveals his deep love for her, vowing to do whatever she asked. 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 newfound sense 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 in a Tusken camp. Within moments, she dies in his arms. Enraged, 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.

Attack of the clones 4

The Battle of Geonosis.

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. They are 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. Luckily, Yoda unexpectedly arrives with the Republic's new clone army, descending upon the arena in gunships and picking up Padmé and the surviving Jedi.

File:Dooku vs yoda.jpg

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 can't 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 dark side is capable of creating fear and mistrust. He and Windu agree that they should nevertheless closely monitor the Senate. Meanwhile, Chancellor Palpatine oversees the launching of massive clone trooper forces.

Back at Naboo, Anakin, with a new mechno-arm, and Padmé hold a secret wedding, with only C-3PO and R2-D2 as witnesses.





Droid modelsEdit




Organizations and titlesEdit

Sentient speciesEdit

Vehicles and vesselsEdit

Weapons and technologyEdit


Behind the scenesEdit


Principal photography lasted from June 26 to September 20, 2000. Filming primarily occurred at Fox Studio, Sydney, with additional location shooting in Tunisia desert, at the Plaza Espana Seville in Spain, and in Italy at the Villa del Balbianello on Lake Como and the Caserta Palace. Pick up shots took place in Ealing Studios.

Major musical themesEdit

Main article: Star Wars Episode II: Attack of the Clones (soundtrack)

Box-office performanceEdit

The film grossed $310,676,740 in the United States and $338,721,588 overseas, a huge financial success which nevertheless was overshadowed by the even greater box-office success of The Phantom Menace. Also, it was not the top grossing film of the year, the first (and only) time a Star Wars film has not had that distinction. The films that out-earned it were Spider-Man, Harry Potter and the Chamber of Secrets, and The Lord of the Rings: The Two Towers, which all enjoyed a more favorable critical reception as well.

Critical reactionEdit

Initial reviews of the film were mixed, with general admiration for the action sequences and special effects, and criticism of the more traditional cinematic elements such as character development and dialogue, particularly with respect to the relationship between Padmé and Anakin. The marketing of the film reacted to this by downplaying the subplot by the time of the DVD release and emphasizing Yoda's popular fight scene.

The dialogue was noted to be "leaden" and "flat" by critics. The acting was also disparaged by some critics for these same characteristics.

Fans consider the visual effects superior to The Phantom Menace; many were pleased to see that Jar Jar Binks plays only a minor role. He, in fact, makes an emotional appeal to the Galactic Senate (during Senator Amidala's absence) in support of granting Palpatine emergency powers, quietly laying some of the guilt on his shoulders. Also, Jar Jar's attempts at comic relief seen earlier were toned down, with C-3PO reprising some of his bumbling traditions in that role.

Many fans have also voiced complaints about the way the movie is edited, in particular that the frequent crosscutting of plots prevents the buildup of momentum.

Selected plot elementsEdit

Anakin's mechanical handEdit

Anakin has his right forearm cut off by Count Dooku, just as Luke has his hand cut off by Darth Vader in The Empire Strikes Back. This may conflict with the previously established canon in Timothy Zahn's The Last Command, in which Mara Jade remarks to Luke that Palpatine cut off Vader's right hand after becoming angry with him over the destruction of the first Death Star. However, Palpatine could have severed Vader's cybernetic hand. This dual hand severing becomes important later on in Return of the Jedi, when Luke fails to kill Vader when he sees they both have a cybernetic hand. It is worth noting that Luke's electronic hand is far more sophisticated than Anakin's, which is perhaps due to development of technology between the two movies, although it seems that most major medical advances would have been made long before during the 25,000-year history of the Republic. The artificiality of Anakin's hand may have at least partly been a personal choice. The composition of the group of C-3PO, R2-D2, Anakin and Padmé on the balcony at the end of Attack of the Clones is similar in nature to the end of The Empire Strikes Back.

Geonosian-style executionEdit

Within the movie, Geonosian-style execution is a form of capital punishment practiced on the planet Geonosis. The origin of the term is that it was originally employed by the Geonosians. The scene depicting this method takes place in the Geonosian Arena with the condemned chained to a pole, awaiting execution. The beast-like creatures approach from the arena door, and attack and eat the condemned persons in the manner of a wild beast. (This scene appears to reference an execution method employed by the ancient Romans at the Colosseum where lions and other dangerous predator animals were permitted to have their way with condemned prisoners.) Count Dooku sentenced Obi-Wan Kenobi, Anakin Skywalker, and Padmé Naberrie Amidala to be executed in this method.

DVD releaseEdit


Star Wars Episode II: Attack of the Clones was released on DVD in November 2002, with certain elements edited or added in by George Lucas that make the DVD a slightly different version from its theatrical release.

DVD features (USA)

Disc 1

  • DVD Menu themes based on planets from the movie: Coruscant, Kamino and Geonosis
  • Available subtitles: English
  • Available Audio Tracks: English (Dolby Digital 5.1 EX), Spanish (Dolby Digital 2.0 Surround), French (Dolby Digital 2.0 Surround)
  • Commentary by writer-director George Lucas, producer Rick McCallum, animation director Rob Coleman, and ILM visual effects supervisors John Knoll, Roger Guyett, and sound designer Ben Burtt
  • DVD Credits with Blooper reels

Disc 2

  • Main DVD Menu's theme is based on the Jedi Library
  • Eight exclusive deleted scenes with introductions of George Lucas, Rick McCallum and Ben Burtt
  • "From Puppets to Pixels: Digital Characters in Episode II": all-new full-length documentary about the creation of digital characters in Episode II
  • "State of the Art: The Previsualization of Episode II": witness the vital role of the animatics team
  • "Films Are Not Released: They Escape" sound documentary
  • Three featurettes examining the story line, action scenes, and love story through behind-the-scenes footage and interviews with the cast and filmmakers

12-part Web documentary

  • "Across the Stars" music video: an original composition by John Williams crafted exclusively for this DVD
  • Exclusive production photos
  • One-sheet posters
  • International outdoor campaign
  • Trailers and TV spots
  • "R2-D2: Beneath the Dome" mockumentary trailer
  • ILM visual effects breakdown montage
  • Exclusive DVD-ROM content
  • Production photo gallery
  • DVD-ROM content includes a free trial of Hyperspace

Deleted scenesEdit

Main article: Scenes cut from Star Wars


A book version of the movie was written by R.A. Salvatore. It includes scenes created by Salvatore and unique to the novel. The book's Prologue describes Anakin, while flying to Ansion with Obi-Wan, having a nightmare of his mother turning into glass and shattering. The following pages relate the events leading up to Shmi Skywalker's capture by Tusken Raiders and Cliegg Lars's loss of his leg while attempting to rescue her. These scenes give a more detailed insight into Shmi's life on the moisture farm and her relationships with Cliegg, Owen, Beru, and C-3PO than can be provided in the film. Interspersed with these events are scenes of Senator Amidala on Naboo prior to her departure for Coruscant to vote on the Military Creation Act. She discusses with her sister the question of retiring from politics to start a family and receives reports about the unrest (briefly mentioned in the film) among spice miners on Naboo's moons.

The book also delves more deeply than the film into the father-son relationship of Jango and Boba Fett, making Jango's death more emotionally meaningful. This material was drawn upon in the first of the Boba Fett series of young adult novels.

References to the original trilogyEdit

  • As with the original trilogy, the second episode has the lowest box office sales figures in the prequel trilogy. (But The Empire Strikes Back is placed higher than Return of the Jedi when adjusted for inflation).
  • At the start of the movie, Padmé Amidala says "I shouldn't have come back." A similar line was spoken by Luke Skywalker when approaching the Forest moon of Endor, "I am endangering the mission. I shouldn't have come."
  • A Skywalker has a limb amputated by a Sith Lord with a lightsaber (notably both arms are amputated by Darth Sidious' current apprentice). Anakin's forearm is amputated by Count Dooku (Attack of the Clones), and Luke's hand is amputated by Darth Vader (The Empire Strikes Back).
  • The battle between Count Dooku and Anakin on Geonosis mirrors the battle between Darth Vader and Luke on Bespin. Where a power line is cut and the lights go out and the only light comes from each combatant's respective lightsaber.
  • Both this film and The Empire Strikes Back end with a momentum shift in the battle for power towards the Sith, a Skywalker getting a new arm, and a shot of a Skywalker, the female lead, and C-3PO and R2-D2 standing together looking into the distance.
  • During the chase through Coruscant, after Padmé Amidala survives Zam Wesell's assassination attempt, three TIE fighters are seen chasing an X-wing starfighter.
  • A character says "I have a bad feeling about this" - Anakin in the Petranaki arena. (all Star Wars films)
  • Anakin is told by Palpatine to "trust your feelings". In The Empire Strikes Back, Darth Vader uses a similar phrase; "Search your feelings", when he is revealing to Luke that he is his father. In A New Hope, Kenobi tells Luke to "trust your feelings".
  • Obi-Wan Kenobi uses a Jedi mind trick. (A New Hope).
  • The hero travels to a sterile and somewhat Utopian city where he is met by a seemingly benign administrator (Lama Su in Attack of the Clones and Lando Calrissian in The Empire Strikes Back) who gives him a tour of the facilities while a future enemy is nearby. (Obi-Wan Kenobi in Attack of the Clones, and Han Solo and others from the Millennium Falcon in The Empire Strikes Back) Both times, the enemy is a member of the Fett family hired by a Sith Lord.
  • The hero hides from an enemy in an asteroid field. Obi-Wan hides from Jango Fett (Attack of the Clones), and Han Solo and others in the Millennium Falcon hide from the Imperial fleet (The Empire Strikes Back). Furthermore, Boba Fett is present in both situations, and the second time around, he succeeds in following the Falcon, obviously learned from his past mistakes.
  • Count Dooku says to the Jedi to surrender in the Geonosis Arena so their lives could be spared, but they all refuse. In The Empire Strikes Back, C-3PO suggests to surrender so their lives could be spared, but the rest refuse to do so.
  • R2-D2 repairs C-3PO. In addition, C-3PO asks "Yes, but is my head on straight?" when R2-D2 finishes repairing him. This is a reference to Chewbacca putting his head on backwards in The Empire Strikes Back.
  • Owen Lars asks Anakin where he is going when he gets up from the table at the Lars farm after talking with Cliegg about his mother. Aunt Beru asked Luke the same question in A New Hope when he got up from the same seat some twenty-two years later. (Also, this is a reference to Steven Spielberg's blockbuster movie, Jaws, where somewhat of the same line is spoken.)
  • When Cliegg Lars tells the story about the mission to rescue Shmi from the Tusken Raiders, he clearly states: "Thirty of us went out there, four of us came back". This is the exact result of the Battle of Yavin in A New Hope. The only difference is the outcome: Cliegg and his friends fail, whereas the Rebels at Yavin emerge victorious.
  • As an in-joke, Jango Fett hits his head on the entrance to Slave I, a reference to the goof in A New Hope when a stormtrooper hits his head on a blast door.
  • As an in-joke, Padmé's blaster makes the sound of a .44 Magnum. In A New Hope, Princess Leia's blaster can be heard to make a gun shot due to a mistake in sound editing.
  • As an in-joke, an asteroid is shaped like a shaak. In The Empire Strikes Back, an asteroid is actually a potato, and another is a sneaker.
  • Padmé Amidala is the best shot with a blaster; she almost never misses. This is a reference to Princess Leia Organa, who also almost never misses. In addition, Padmé gets wounded in the Battle of Geonosis, whereas Leia gets wounded in the Battle of Endor.
  • Obi-Wan attaches his ship to an asteroid to evade Jango Fett. In The Empire Strikes Back, Han Solo lands the Millennium Falcon on the conning tower of the Avenger to evade the Imperial fleet.
  • Obi-Wan puts a homing beacon on Jango Fett's ship Slave I to track Jango Fett to Geonosis just before the Battle of Geonosis. This is a reference to A New Hope where Darth Vader puts a homing beacon on the Millennium Falcon to discover the location of the hidden Rebel base on Yavin IV just before the Battle of Yavin. In addition, when Slave I takes off, it reflects the departure of Boba Fett in The Empire Strikes Back.
  • Characters from the original trilogy that make their first chronological appearance in this movie include Boba Fett (Episodes IV, V and VI), and Beru and Owen Lars (A New Hope).
  • Obi-Wan tells Anakin, "Your thoughts betray you." In Return of the Jedi, Luke tells this to Darth Vader, "Your thoughts betray you, Father." (Return of the Jedi).
  • Anakin Skywalker's pursuit of Zam Wesell through the streets of Galactic City on Coruscant mirrors Darth Vader's pursuit of Luke Skywalker in the Death Star's trench during the Battle of Yavin in A New Hope.
  • After a wild chase through Coruscant, Obi-Wan half-cynically and half-jokingly muses to Anakin, "Why do I get the feeling you're going to be the death of me?" Anakin, as Darth Vader, eventually kills Obi-Wan aboard Death Star I (A New Hope).
  • In a few scenes on Tatooine, Padmé Amidala is sporting the "cinnamon bun hair" famously worn by Princess Leia Organa (A New Hope).
  • During the battle on Geonosis, the Separatists are seen with the plans to their new secret weapon. That weapon is the precursor to the Death Star. (Episodes III, IV, VI).
  • As a precursor to the original trilogy, the clone army has equipment and vehicles which resemble their later Imperial counterparts. Most notable: the Phase I armor employed by the clone troopers resembles the later armor employed by the stormtroopers (Episodes IV, V, VI), the Republic assault ships are the earliest incarnation of the Star Destroyer (Episodes III, IV, V, and VI), and the AT-TE walkers are the smaller predecessors of the AT-ATs (Episodes V, VI).
  • Count Dooku asks Obi-Wan Kenobi to join him and says, "and together, we will destroy the Sith", but Obi-Wan replies, "I will never join you, Dooku." In The Empire Strikes Back, Darth Vader asks Luke Skywalker to join him, saying "join me, and we can rule the galaxy as father and son." Earlier, Luke refused a similar offer, shouting, "I'll never join you!" (The Empire Strikes Back).
  • Anakin sees visions of his mother Shmi in danger. Subsequently, he abandons his assignment to protect Padmé and goes off in an attempt to rescue his mother. In The Empire Strikes Back, Luke sees visions of Han and Leia in pain, and subsequently, he abandons his Jedi training and goes off in an attempt to rescue his friends. (The Empire Strikes Back).
  • Anakin takes revenge against the Tusken Raiders over the death of his mother Shmi and confesses to Padmé for doing so, beginning the path to the dark side of the Force. This alludes to the reason for the title change for Episode VI. The working title was Revenge of the Jedi, but was changed to Return of the Jedi with the rationale that the Jedi do not take revenge.
  • Padmé professes her love for Anakin prior to entering a situation in which Anakin could die (the Petranaki arena). In The Empire Strikes Back, Leia professes her love for Han before he is encased in a block of carbonite (The Empire Strikes Back).
  • Count Dooku and the Geonosians threaten to have Obi-Wan, Anakin, and Padmé executed, but those executions are nullified by a battalion of Jedi reinforcements led by Mace Windu. In A New Hope, C-3PO says that Princess Leia is scheduled to be executed by the Empire, but that execution is nullified with the arrival of Luke and others from the Millennium Falcon. In Return of the Jedi, C-3PO says that Jabba the Hutt has decreed to have Luke, Han, and Chewbacca executed, but those executions are nullified by Luke and Lando.
  • Jango Fett nabs Anakin Skywalker and says to droikedas "Take him away!" In A New Hope, Darth Vader interrogates Princess Leia Organa and says to stormtroopers "Take her away!"
  • According to the DVD audio commentary, the Jedi are about to be killed by Count Dooku when Master Yoda and a battalion of clone troopers arrive to save them. In A New Hope, Luke Skywalker is about to be killed by Darth Vader when Han Solo and Chewbacca arrive to save him.
  • According to the DVD audio commentary, the night club scene on Coruscant mirrors the cantina scene in Mos Eisley on Tatooine in A New Hope. In both scenes, Obi-Wan Kenobi amputates the arm of an opponent with his lightsaber: Zam Wesell while having a drink on a bar for attempting to assassinate Padmé Amidala in Attack of the Clones, and Ponda Baba for being hostile to Luke Skywalker in A New Hope.
  • A Fett serves as a bounty hunter both contracted by and in league with a Sith Lord. Jango is hired by and in league with Count Dooku (Attack of the Clones), and Boba is hired by and in league with Darth Vader (The Empire Strikes Back).
  • C-3PO informs Anakin that R2-D2 is "carrying a message from an Obi-Wan Kenobi," which is a reference to when he informs Luke that he has a message "for an Obi-Wan Kenobi" from Princess Leia in A New Hope.
  • On Geonosis, at the beginning of the droid factory action sequence, Anakin and Padmé walk through a door that leads to a dead end, due to a bridge not being extended. Padmé falls into the factory, and Anakin follows her. In A New Hope, their children, Luke and Leia, find themselves in a similar situation aboard the first Death Star, but Luke swings them across the chasm.
  • Obi-Wan uses the spare parts in his starfighter (which is garbage) to escape Jango Fett. In The Empire Strikes Back, Han Solo and Princess Leia use the garbage to escape from the Imperial fleet.
  • In the droid factory scene, the lava pouring machine (when in motion) makes the same sound as the carbon freezing machine (also when in motion) in The Empire Strikes Back.
  • As a second movie of each trilogy, The Empire Strikes Back and Attack of the Clones both have a ground battle and a space pursuit in them. They are also the only movies in their respective trilogies not to feature a major space battle. (The Empire Strikes Back)
  • When Palpatine praises Count Dooku for his efforts, he says "Everything is going as planned." In Return of the Jedi, when Palpatine praises Darth Vader for his efforts, he says "Everything is proceeding as I have foreseen."
  • The droid serving food aboard the frigate carrying Anakin and Padmé to Naboo notices R2-D2 picking up food. The droid shouts, "Hey you! No droids! Get out of here!" This is a reference to A New Hope when Luke brings C-3PO and R2-D2 into the bar in Mos Eisley. The bartender yells to Luke that they "don't serve their kind here" while pointing at C-3PO and R2-D2. (A New Hope)
  • Anakin, like Luke, finds his remaining family dead, and both take revenge upon those who killed his family. Anakin kills the Tusken Raiders who tortured Shmi, and Luke joins the Rebellion to destroy the Empire.
  • A Jedi Master battles against his former apprentice who is now a Sith Lord (notably Darth Sidious' current apprentice). Master Yoda battles against Count Dooku (Attack of the Clones), and Obi-Wan battles against Darth Vader (A New Hope).


  • The first scene in which Obi-Wan Kenobi and Anakin Skywalker appear was filmed after Ewan McGregor had shaved off his beard, so he had to wear a fake one.
  • When Zam Wesell is killed by Jango Fett, her last words are in Huttese. What she says translates to "Bounty hunter slimeball."
  • Mace Windu's purple lightsaber blade was a personal request made by Samuel L. Jackson. There was debate among fans about the color being too similar to red, the typical lightsaber color of dark side practitioners.
  • In the second episode of each trilogy, there is one lightsaber-to-lightsaber duel where no combatants die, unlike in the other Star Wars films. (Note: although Yoda/Palpatine and Obi-Wan/Vader all survive their duels, in Episode III, there are other lightsaber usages in which participants are killed).
  • In the Separatist war room, the view screen to the farthest left near the Death Star plans is showing a clip from The Phantom Menace when the hangar droids try to arrest Qui-Gon Jinn.
  • Characters from the original trilogy that make their first chronological appearances here are Boba Fett, Owen Lars, and Beru Whitesun.
  • In the scenes on Kamino, thunder occurs after lightning, thereby forgoing the movie convention of having them occur at the same time. Ben Burtt points this out in the DVD audio commentary.
  • C-3PO's line during the Battle of Geonosis, "Yes, but is my head on straight?" is a joke referring to the scene in Episode V when Chewbacca accidentally reattaches C-3PO's head backwards.
  • Unedited script versions of Attack of the Clones have Yoda greeting Padmé with, "Senator Amidala, strong in the Force you are."
  • The film's working title, intended sarcastically in light of the fan response to Episode I, was Jar Jar's Big Adventure. In pre-production, early reports said that the film's title was to be "The Rise of the Empire."
  • The ending sequence of Padmé and Anakin's fight on the lake of Naboo showed that Padmé beat Anakin. However, in the novel and the comic version of the film, it's the other way around.
  • 'N Sync reportedly filmed a cameo appearance which was cut from the movie. This was reportedly put in by Lucas to "please his daughter." It is rumored that an international Internet petition by thousands of fans forced Lucas to cut them out.
  • This was the final Star Wars feature to be widely released in the VHS format, as the final film in the series, Star Wars Episode III: Revenge of the Sith, was a DVD-only release in the United States. However, Revenge of the Sith was released on VHS in the UK and in Australia.
  • The airspeeder chase is very reminiscent of a scene from the The Fifth Element, which contains Star Wars references.
  • In Dex's Diner, Obi-Wan is told that the Kaminoans are friendly depending in part on how big one's pocketbook is. It was confusing to non-US audiences, where the expression pocketbook is taken to literally mean a small paperback book.
  • The Aurebesh letters on the waitress droid in Dex's Diner spell out the word FLO. This is a nod to the waitress with the same name on the old sitcom Alice.
  • This was the last Star Wars feature rated PG, as Star Wars Episode III: Revenge of the Sith was rated PG-13 for sci-fi violence and some intense images. Attack of the Clones was rated PG for sustained sequences of sci-fi action/violence.
  • This is the only Star Wars film where the Wookiee species neither appears nor is mentioned. Wookiees were only mentioned in the novel.
  • This is the only Star Wars film which was released in the same year as a Star Trek film—Star Trek Nemesis.
  • This is the only Star Wars film where, after the opening crawl, the camera is pitched upwards. In all other films, the camera is pitched downwards.
  • As confirmed in a video on the Hyperspace section, a deleted scene involved the Jedi battling the droid army on Geonosis, with the droids all powered down (just as they did in The Phantom Menace after the Trade Federation ship was destroyed). This was part of an unused subplot involving Jedi Master Plo Koon infiltrating the Trade Federation ship and destroying it. Dooku had planned for this and found an alternate way to power up the droid army.
  • The end credits erroneously list Alan Ruscoe as playing Neimoidian Senator Lott Dod. In fact, not only is there serious doubt as to whether the Neimoidian abetting Nute Gunray is actually Dod (as some sources identify the character as Gilramos Libkath), the character was actually played by an uncredited David Healey and voiced by Christopher Truswell.
  • In the DVD commentary, George Lucas promises to explain the person behind the erasure of the planet Kamino from the Jedi Archives in Episode III: Revenge of the Sith. However, his/her identity was never revealed in Revenge of the Sith. This may be viewed as a plot hole; however, Lucas instead chose[citation needed] to include it in the novel Labyrinth of Evil, which took place immediately before Revenge of the Sith. Lucas did this in order to focus more on Anakin's story in the film.
  • The role of Jango Fett was first offered to horror film star Timmy Hurt, but he declined the offer.
  • The Neimoidian seen with Nute Gunray on Geonosis was originally intended to be Rune Haako. However, Rune's mask was lost shortly after the first film completed shooting.[citation needed] The production crew gave uncredited actor David Healey the mask of Daultay Dofine instead. Although the "new" Neimoidian had no official name during filming (the character was only referred to by the crew as "Nute's friend"), he was eventually named Gilramos Libkath, after costume supervisor Gillian Libbert and production controller Kathryn Ramos. Unfortunately a mix-up in the end credits not only erroneously lists Alan Ruscoe in the part, but also says the Neimoidian is Lott Dod. An attempt to resolve the discrepancy in-universe was made by saying Lott Dod was disfigured in a speeder accident between Episodes I and II, resulting in his new appearance and voice,[citation needed] but the official Holocron explanation is that it is, in fact, Rune Haako after all. Libkath has since been established as a separate individual, though.
  • During the sequence where Obi-Wan goes to meet Yoda regarding the absence of Kamino from the Jedi Archives, there is an inconsistency regarding the position of the dark-skinned, reptilian youngling. At first he is at the back in the center of the group of trainees, in the next shot he is at the front of the group of trainees, and by the end of the scene, he is on the far left, yet we never see him, or any of the other children, move.
  • The aliens that populate the planet of Geonosis have an extremely peculiar method of speech—consisting of clicks and weird ringing sounds. However, despite the fact that they make up 99.9% of the crowd in the arena, the cheering of the crowd sounds Human.
  • This is the only film where there is not a war or battle going on at the beginning. (This soon changes with the outbreak of the Clone Wars.)
  • Anakin's words during the scene of his mother's funeral are reminiscent of those spoken by Clark Kent during a scene from Superman: The Movie (1978)—in which Kent says similar words about the passing of his adoptive father.
  • R2-D2's rockets, which were introduced in this film, were originally planned to be introduced in The Phantom Menace—in a scene in which R2 falls from a Coruscant landing platform and uses his rockets to fly himself back up.[2]
  • Anakin's line describing Obi-Wan as "as wise as Master Yoda and as powerful as Master Windu" may have been an homage to a similar line referencing Star Wars in an early (pre-Attack of the Clones) episode of The Simpsons. Specifically, in the third season episode "I Married Marge", Homer describes his wife Marge as "as pretty as Princess Leia and as smart as Yoda."[3]
  • A droid can be seen replacing the broken glass that was destroyed when Obi-Wan jumped out of it on Coruscant. It appears right before Padmé gives her spot in the Senate to Jar-Jar.

Notes and referencesEdit

See alsoEdit

External linksEdit

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