Star Wars Episode II: Attack of the Clones

Star Wars Episode II: Attack of the Clones
Star Wars Episode II:
Attack of the Clones
Film poster. A young man is seen embracing a young woman. A man holds a lightsaber. In the foreground, there is a man wearing a suit.
Theatrical poster
Directed by George Lucas
Produced by Rick McCallum
George Lucas
Screenplay by George Lucas
Jonathan Hales
Story by George Lucas
Starring Ewan McGregor
Natalie Portman
Hayden Christensen
Ian McDiarmid
Samuel L. Jackson
Christopher Lee
Anthony Daniels
Kenny Baker
Frank Oz
Music by John Williams
Cinematography David Tattersall
Editing by Ben Burtt
Studio Lucasfilm
Distributed by 20th Century Fox
Release date(s) May 16, 2002 (2002-05-16)
Running time 142 minutes
Country United States
Language English
Budget $120 million
Box office Worldwide:

Star Wars Episode II: Attack of the Clones is a 2002 American epic 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 the series' internal chronology. At 142 minutes, it is the longest film in the series.

The film is set 10 years after the events in Star Wars Episode I: The Phantom Menace, when the galaxy is on the brink of civil war. Under the leadership of a renegade Jedi named Count Dooku, thousands of planetary systems threaten to secede from the Galactic Republic. When an assassination attempt is made on Senator Padmé Amidala, the former Queen of Naboo, 20-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.

After the release of The Phantom Menace, which received mixed reviews from critics, Lucas completed the draft of Attack of the Clones in March 2000. The script went through further drafts, and Lucas hired Hales to finish writing the final draft of the script before principal photography began. Filming took place in Australia with additional locations in Spain, Italy and Tunisia, and lasted from June to September 2000. 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. Like its predecessor, it garnered mixed to positive reviews from critics,[2] but was a financial success; however, it also became the first Star Wars film to be internationally out-grossed in its year of release. It received nominations at the 75th Academy Awards and at the 23rd Golden Raspberry Awards, of which it received the awards for Worst Screenplay and Worst Supporting Actor for Hayden Christensen, as well as nominations for Worst Picture and Worst Director for Lucas. A sequel, Star Wars Episode III: Revenge of the Sith was released in 2005.



The Galactic Republic is in turmoil, following the invasion of Naboo ten years previously, and Count Dooku (Christopher Lee) has now organized a Separatist movement against the Republic. The Republic, in hopes of creating an army to assist the Jedi, has Senator Padmé Amidala return to Coruscant to cast a vote. Upon her arrival, she escapes an assassination attempt. Supreme Chancellor Palpatine assigns Obi-Wan Kenobi and his apprentice Anakin Skywalker (Hayden Christensen) to protect her. Obi-Wan and Anakin subdue the assassin during another assassination attempt. However, the assassin is killed by her employer, using a poisonous dart manufactured on the planet Kamino. Returning to the Jedi Temple, Obi-Wan is assigned to investigate the identity of the employer, while Anakin is assigned to escort and accompany Padmé to her home planet of Naboo. Anakin relishes the opportunity to spend time with her, and they fall in love. In investigating the remote ocean planet of Kamino, Obi-Wan discovers that it has been removed from the navigation maps of the Jedi archives. Yoda reveals that such a thing could only have been done by a Jedi, suggesting that a conspiracy is afoot.

Obi-Wan heads to Kamino, where he discovers that an army of clone troopers is being secretly produced for the Republic, using a bounty hunter named Jango Fett (Temuera Morrison) as their genetic template. Realizing that Jango is the employer, Obi-Wan tracks Jango and his son Boba (Daniel Logan) to Geonosis, a desert planet used for creating droids. Meanwhile, Anakin becomes troubled by premonitions of his mother Shmi in pain. Despite Obi-Wan's orders to remain on Naboo, Anakin persuades Padmé to accompany him to Tatooine. After finding Shmi—tortured to death by a tribe of Tusken Raiders—Anakin snaps and kills the entire tribe before burying his mother.

Having learned that Count Dooku authorized the assassination attempt on Padmé and that the Separatists are developing a new battle droid army, Obi-Wan relays this information via hologram to Anakin, who transmits it to the Jedi Council. However, Obi-Wan is captured by Dooku mid-transmission; he also reveals to Obi-Wan that the Republic is controlled by Darth Sidious. While Anakin and Padmé head to Geonosis to rescue Obi-Wan, Chancellor Palpatine is granted emergency powers to organize the clone army and send them into battle. Shortly after arriving on Geonosis, Anakin and Padmé are captured and sentenced to be executed along with Obi-Wan. Anakin and Padmé profess their love, and Anakin, Padmé and Obi-Wan are pitted against gigantic beasts. However, Mace Windu (Samuel L. Jackson) and a team of Jedi appears and lead a strong defense against the beasts and the Separatists. Windu singlehandedly kills Jango in a brief battle. Yoda eventually arrives with the clone army and rescues the survivors of the battle.

As a large battle erupts between the Republic's clone army and the Separatist's droid forces. Obi-Wan, Anakin and Dooku engage in a lightsaber duel. Dooku defeats Obi-Wan and severs Anakin's right arm, disarming him, and Yoda engages Dooku. Unfortunately, Dooku flees in his ship to Coruscant, taking the plans to create an ultimate weapon (the Death Star) with him and is received in a rundown hangar by Darth Sidious, who claims that everything is going as planned. The Jedi are uncertain of what will become of the Republic, now that the Clone Wars have begun. As Palpatine oversees the launching of several clone troopers, Anakin —who is fitted with an artificial arm— and Padmé marry privately on Naboo, with C-3PO and R2-D2 as witnesses.


Ewan McGregor (left) as Obi-Wan Kenobi and Hayden Christensen (right) as Anakin Skywalker in Attack of the Clones.
  • Ewan McGregor as Obi-Wan Kenobi: A Jedi Master 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.
  • Natalie Portman as Senator Padmé Amidala: Former Queen of Naboo, who has recently been elected the planet's Senator.
  • Hayden Christensen as Anakin Skywalker: Obi-Wan's gifted padawan apprentice. He is believed to be the "chosen one" of Jedi prophecy destined "to bring balance to the Force." In the 10 years since The Phantom Menace, he has grown powerful but arrogant, and believes that Obi-Wan is holding him back.
  • Ian McDiarmid as Chancellor Palpatine: A former Galactic Senator from Naboo, who amasses vast emergency powers upon the outbreak of the Clone Wars.
  • 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.
  • Samuel L. Jackson as Mace Windu: A Jedi Master sitting on the Jedi Council who warily watches the Galactic Senate's politics.
  • Temuera Morrison as Jango Fett: A 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.
  • Frank Oz voices Yoda: A Jedi Grand Master of an unknown species. In addition to sitting on the Jedi Council, Yoda is the instructor for the young Jedi padawans.
  • 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.
  • Daniel Logan as Boba Fett: Jango Fett's clone and adopted son, who is created from his "father"'s DNA.
  • Leeanna Walsman as Zam Wesell: A bounty hunter and partner of Jango Fett, who is given the task of assassinating Padmé. Although her appearance is human, she is actually a shapeshifter.
  • Silas Carson as Nute Gunray and Ki-Adi-Mundi: Gunray is the Viceroy of the Trade Federation, who attempts to assassinate Padmé as revenge for his loss against her people on Naboo. Ki-Adi-Mundi is a Jedi Master and a member of the Jedi Council.
  • Ahmed Best as Delegate Jar Jar Binks: A Gungan whom Padmé appoints Representative of Naboo.

E! Online reported that Lucas had allowed 'N Sync to film a small background cameo appearance, in order to satisfy his daughters. They were subsequently cut out of the film in post-production.[3] The end credits erroneously list Alan Ruscoe as playing Neimoidian senator Lott Dod. The character was actually another Neimoidian, played by an uncredited David Healey and voiced by Christopher Truswell.

A large search for the new Anakin Skywalker was performed across the United States. Lucas auditioned various actors, mostly unknown, before casting Christensen. Among the many established actors who auditioned were Jonathan Brandis, Ryan Phillippe,[4] Colin Hanks,[5] and Paul Walker.[6] Leonardo DiCaprio also met with Lucas for the role, but was "definitely unavailable" according to DiCaprio publicist Ken Sunshine.[7] Co-star Natalie Portman later told Time magazine that Christensen "gave a great reading. He could simultaneously be scary and really young."[8]



After the mixed critical response to The Phantom Menace, Lucas was hesitant to return to the writing desk. In March 2000, just three months before the start of principal photography, Lucas finally completed his rough draft for Episode II. Lucas continued to iterate on his rough draft, producing a proper first and second draft. For help with the third draft, which would later become the shooting script, Lucas brought on Jonathan Hales, who had written several episodes of The Young Indiana Jones Chronicles for him, but had limited experience writing theatrical films. The final script was completed just one week before the start of principal photography.

As an in-joke, the film's "working title" was "Jar Jar's Big Adventure", a sarcastic reference to the negative fan response to the Episode I character.[9]

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 Obi-Wan Kenobi in Star Wars Episode IV: A New Hope;[10][11] he later came up with an alternate concept of an army of clone shocktroopers from a remote planet which were used by the Republic as an army in the war that followed.[12]


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 emitted an amethyst glow, as opposed to traditional blue and green for "good guys" and red for "bad guys."[13] Reshoots were performed in March 2001. 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.[14] Because of 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."[14]

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 continues 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.[15] In 2002, Attack of the Clones became the third film to be released that was shot entirely on a 24p digital camera (preceded by 2001's Jackpot and Vidocq).[16] Despite Lucas' efforts to persuade movie theaters to switch to digital projectors for better viewing of Episode II, few theaters did.[17]


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.[14] 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 acted out scenes in front of greenscreen. Using computer-generated imagery (CGI), the previsualization department later filled in the green screen with rough background footage. Burtt then cut together this footage and sent it off to 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 a free hand regarding events to be created within the animatic; Lucas only asked for good action shots that he could choose from and approve later.[14]

A green creature holding a lightsaber
The final computer-generated Yoda as seen in the film.

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 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.[18] 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."[19] Because of the acrobatics of the lightsaber 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.[18]


The soundtrack to the film was released on April 23, 2002 by Sony Classical.[20] The music was composed and conducted by John Williams, and performed by the London Voices and London Symphony Orchestra.[21] 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, even though a hint of it appeared in the previous movie in one of the final scenes. A music video for the main theme "Across the Stars" was produced specifically for the DVD.[22]

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.[23][unreliable source?]


Lucas has noted that Palpatine's rise to power is very similar to that of Adolf Hitler in Nazi Germany; as Chancellor of Germany, the latter was granted "emergency powers", as is Palpatine.[24] Comparisons have been made to Octavian — who became Augustus, the first emperor of Rome — and to Napoleon Bonaparte, who rose to power in France from 1796 to 1799. Octavian was responsible for the deaths of hundreds of 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.[25] Some have drawn parallels to the American Civil War, likening 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 President Abraham Lincoln took extensive war powers and suspended many civil rights.[25]

Numerous rows of soldiers walking out of a large spaceship
Clone troopers march onto their starships.

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.[25]

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 are 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.[26][unreliable source?]

The prequel trilogy films often refer to the original trilogy in order to help connect the films together. Lucas has often referred to the films as a long poem that rhymes.[27] 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.[24] In another scene, Obi-Wan asks Anakin, "Why do I get the feeling you're going to be the death of me?" This is an allusion to Star Wars Episode IV: A New Hope where Anakin, as Darth Vader, kills Obi-Wan aboard the Death Star. Also, Count Dooku cuts off Anakin's arm, similar to when Darth Vader cut off Luke Skywalker's hand in Empire Strikes Back.


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,[28] and was made available on the official Star Wars Web site 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.[29]

Attack of the Clones was screened out of competition at the 2002 Cannes Film Festival,[30] before getting a worldwide theatrical release on May 16, 2002. The film was also later released in IMAX theaters; the film had not been filmed for IMAX but was "up converted" with the digital remastering process. Because of the technical limitations of the IMAX projector, an edited, 120-minute version of the film was presented.[31]

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 organizations, including TheForce.Net. The scheme was subsequently reported to Lucasfilm Ltd. 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.[32] In addition, authorities seized thousands of bootlegs throughout Kuala Lumpur before the film opened.[33]


Attack of the Clones received mixed reviews from critics.[34] On the Rotten Tomatoes review site, the film received a 67% favorable rating based on 218 reviews.[35]

Critics called the dialogue "stiff" and "flat."[36] The acting (particularly by Christensen and Portman) was also disparaged by some critics.[37] Conversely, other critics felt fans would be pleased to see that Jar Jar Binks plays only a minor role.[38] He in fact plays a major role in the story by making 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.[39]

Roger Ebert, who had praised all of the other Star Wars films, awarded this edition only two out of four stars, noting, "[A]s someone who admired the freshness and energy of the earlier films, I was amazed, at the end of Episode II, to realize that I had not heard one line of quotable, memorable dialogue." About Anakin and Padme's relationship, Ebert stated, "There is not a romantic word they exchange that has not long since been reduced to cliche." [37] Leonard Maltin, who also liked all of the previous installments, only awarded two stars out of four to this endeavor as well, as seen in his Movie and Video Guide from the 2002 edition onward. Maltin cited an "overlong story" as reason for his dissatifaction and added, "Wooden characterizations and dialogue don't help." [40]

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.[41] Natalie Portman was also honored at the Teen Choice Awards,[42] and the film received an award for Best Fight at the MTV Movie Awards.[43] In contrast, the film also received seven nominations from the Golden Raspberry Awards for Worst Picture, Worst Director (George Lucas), Worst Screenplay (George Lucas), Worst Supporting Actor (Hayden Christensen), Worst Supporting Actress (Natalie Portman), Worst Screen Couple (Hayden Christensen and Natalie Portman) and Worst Remake or Sequel.[44] It took home two awards for Worst Screenplay (George Lucas) and Worst Supporting Actor (Hayden Christensen).[45]

Box office

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 Star Wars Episode I: The Phantom Menace.[1] It was not the top U.S. grossing film of the year, the first (and only) time that a live-action Star Wars film did not have this distinction. The films that out-grossed it were Spider-Man, Harry Potter and the Chamber of Secrets, and The Lord of the Rings: The Two Towers, all of which enjoyed a more favorable critical reception as well. Adjusted for inflation, Attack of the Clones is the lowest-performing live-action Star Wars film at the North American box office.[46] (2008's Clone Wars movie was also not the highest grossing film of its year--in fact, it ranked #81--and therefore technically performed lower at the box office than Attack of the Clones, but it was animated rather than live-action.)

Home media

Star Wars Episode II: Attack of the Clones was released on DVD and VHS on November 12, 2002. George Lucas edited or added certain elements that make the DVD slightly different from its theatrical release. 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.[47]

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 to be humorous.[48]

The DVD was re-released in a prequel trilogy box set on November 4, 2008.[49]

The Star Wars films were released on Blu-ray Disc on September 16 2011 in three different editions.[50]

3D Re-release

On September 28, 2010, it was announced that all six films in the series will be stereo converted to 3D. The films will re-release in chronological order beginning with The Phantom Menace in 2012. Attack of the Clones is scheduled to re-release in 3D in 2013.[51]


Two novels based on the movie were published, a tie-in junior novel by Scholastic,[52] and a novelization written by R. A. Salvatore, which includes some unique scenes.[53] A four-issue comic book adaptation was written by Henry Gilroy and published by Dark Horse Comics.[54]


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