Star Wars: Episode II - Attack of the Clones is a 2002 science fiction film directed by George Lucas. It was the fifth film to be released in the Star Wars series by George Lucas, but is the second part of the series by chronology of events. Among fans, it is commonly referred to as "AOTC".

Ten years after the events of The Phantom Menace, the galaxy is on the brink of 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 Padme Amidala, the former Queen of Naboo, nineteen-year-old Jedi apprentice Anakin Skywalker is assigned to protect her. In the course of his mission, Anakin discovers his love for Padmé, as well as his own darker side. Soon, Anakin, Padme, and Obi-Wan Kenobi are drawn into the heart of the Separatist movement, 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 Star Wars film which used a high definition digital 24 frame system for most of the movie's live action scenes.


Spoiler warning: The following contains plot details about
the entire movie.

The opening crawl reveals that the Galactic Republic is in crisis. A separatist movement, led by former Jedi Count Dooku, has threatened the peace. Senator Padme Amidala, former Queen of Naboo, returns to the Galactic Senate to offer a vote against the creation of an Army of the Republic, even though there are no longer enough Jedi to maintain peace and order in the galaxy. Upon her arrival at Coruscant, she narrowly escapes an assassination attempt. As a result, Chancellor Palpatine requests that she be put under the protection of Jedi Knight Obi-Wan Kenobi and his apprentice, Anakin Skywalker.

That night, Zam Wesell, a mysterious bounty hunter makes another attempt on Padmé's life, but Wesell is herself killed (to silence her) just after Obi-Wan and Anakin capture her. The Jedi Council asks Obi-Wan to track down the killer. Meanwhile, Anakin is given the assignment of protecting Padmé and escorting her 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. Representative Jar Jar Binks assumes the Senator's duties in her absence.

A computer-generated Yoda from SWAC.

During the investigation, Obi-Wan is led to a mysterious planet called Kamino, a planet that has gone missing from the Republic's archives. There he discovers that a secret clone army is being developed for the Republic.He is told by the natives that the army was ordered some ten years ago by a Jedi named Sifo-Dyas, who is believed by the Jedi Council to have died around the same time. A bounty hunter named Jango Fett was hired to be 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 tracking device on his ship and follows him to the planet of Geonosis.

Meanwhile, Anakin and Padmé have been spending much time together on Naboo, and Anakin reveals his love for her. 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 studying to become a Jedi.

Anakin, troubled by dreams of his mother in danger, beckons for Padmé to accompany him to Tatooine. Upon arriving, he tracks down his mother and learns that she was kidnapped one month earlier by local Tusken Raiders. Anakin tracks her to a Tusken caravan camp, where he finds her in poor condition, and within moments she dies in his arms. In a fit of rage, he slaughters the entire Tusken community. Anakin brings his mother's body back to her home, where her funeral is held.

On Geonosis, Obi-Wan learns that Count Dooku and Nute Gunray have built up a new droid army, and that Gunray ordered the assassination of Padmé. Obi-Wan relays this information to the Jedi Council just before being captured. Now that the Jedi know of Dooku's army, Jedi Master Mace Windu leads a team to Geonosis. 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.

Upon learning that Obi-Wan is in trouble, Anakin and Padmé go to Geonosis, but they are also captured. They join Obi-Wan in an arena-like complex where three huge creatures are unleashed on them for their execution. During their struggle, Mace Windu arrives with the Jedi, and they battle the droid army. Just as defeat for the Jedi seems imminent, Yoda arrives with the Republic's new clone army.

A large battle erupts between the Republic's clone army and the Separatist's droid army.

The First Battle of Geonosis.

Count Dooku attempts to escape, but Obi-Wan and Anakin track him to a secret hangar, where they engage him in combat. They are no match for Dooku's mastery of the Force and the lightsaber, and in short order he injures Obi-Wan and cuts off Anakin's right arm. Yoda arrives and engages Dooku in lightsaber combat. Dooku, realizing he may be outmatched, creates a distraction that allows him to escape. He meets up with his master, Darth Sidious, who is pleased that the war has begun "as planned".

On Coruscant, Obi-Wan informs the Jedi Council of 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. But he and Windu also agree that the Dark Side is now clouding everything, and that they should closely monitor the Senate.

On Naboo, Anakin (with a new mechanical hand) and Padmé, hold a secret wedding, with only C-3PO and R2-D2 as witnesses.

All spoilers have been stated and have ended here.


Ewan McGregor .... Obi-Wan Kenobi
Natalie Portman .... Padme Amidala
Hayden Christensen .... Anakin Skywalker
Frank Oz .... Yoda
Ian McDiarmid .... Supreme Chancellor Palpatine
Ahmed Best .... Jar Jar Binks
Temuera Morrison .... Jango Fett
Anthony Daniels .... C-3P0
Peter Mayhew .... R2-D2
Christopher Lee .... Count Dooku


Principal photography occurred at 20th Century Fox studios in Australia, with additional location shooting in the Tunisian desert, at the Plaza de España in Seville, Spain, and in Italy at the Villa del Balbianello on the Lake of Como, and in the former royal Palace of Caserta. Shooting lasted from June 26, 2000 until September 20, 2000.


Attack of The Clones received mixed to positive reviews from critics with many seeing the film as an improvement over The Phantom Menace. On Rotten Tomatoes, The film has a score of 65% based on 253 reviews with an average score of 6.59/10. There was general admiration for the action sequences and special effects, and criticism of the more traditional cinematic elements such as character development and dialogue, especially 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 on Yoda's popular fight scene.

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

Some fans consider the visual effects superior to The Phantom Menace, and 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.

Box office performance

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 outearned it were Spider-Man and The Lord of the Rings: The Two Towers, which also enjoyed a more favorable critical reception.

Selected plot elements

Anakin's mechanical hand

Anakin has his right forearm cut off by Count Dooku, just as Luke has his hand cut off by Darth Vader (who is Anakin) in The Empire Strikes Back. 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. 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.

Political atmosphere

Observers believe that Palpatine's power grab is very similar to Hitler's climb to power in Nazi Germany, since he, as Chancellor of Germany, was granted "emergency powers" like Chancellor Palpatine. Lucas himself points this fact out in the DVD commentary of the film. Parallels also exist to Octavian, who became Augustus, the first emperor of Rome. Octavian was responsible for the deaths of several hundred political opponents well before he was granted tribunician powers.

Geonosian style execution

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. Count Dooku sentenced Obi-Wan Kenobi, Anakin Skywalker, and Padmé Amidala to be executed in this method. However, the executions were nullified by the timely arrival of Jedi reinforcements, led by Jedi Master Mace Windu. This scene appears to be influenced by 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. The scene also seems to reference some of Ray Harryhausen's special effects scenes of the 1950s, particularly the fight with a giant crab in The Seventh Voyage of Sinbad (1956).

References to the original trilogy

Spoiler warning: The following contains plot details about
the entire movie.
  • A character has an arm amputated by a lightsaber (Episodes IV, V, and VI)
  • A character says "I have a bad feeling about this" - Anakin in the Geonosis colosseum (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 feeling".
  • Kenobi uses a Jedi mind trick (A New Hope)
  • Obi-Wan Kenobi travels to a sterile and somewhat utopian city where he is met by a seemingly benign administrator who gives him a tour of the facilities while a yet-to-be enemy is nearby (The Empire Strikes Back)
  • The hero hides from an enemy in an asteroid field (The Empire Strikes Back)
  • R2-D2 repairs C-3PO (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 table at dinner, and Luke had been sitting in the same place that Anakin had been in Episode II.
  • 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 an Imperial Stormtrooper hits his head.
  • As an in-joke Padme's blaster makes the sound of a .44 Magnum. In A New Hope 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 cow. In The Empire Strikes Back an asteroid is actually a potato, and another is a sneaker.
  • Obi-Wan lands on an asteroid to evade Jango Fett. In The Empire Strikes Back, Han lands the Millennium Falcon on the conning tower of the Avenger to evade the Imperial fleet.
  • Characters from the Original Trilogy that make their first chronological appearance in this movie include Boba Fett (A New Hope, The Empire Strikes Back and Return of the Jedi), and Beru and Owen Lars (A New Hope).
  • Obi-Wan tells Anakin that he feels that he will be the death of him referring to A New Hope, where Obi-Wan and Darth Vader have a lightsaber battle where Obi-Wan dies by a strike from Vader ("A New Hope").
  • In a few scenes on Tatooine, Padme Amidala is sporting the Princess Leia type cinnamon bun hair ("A New Hope").
  • During the battle on Geonosis the Separatists are seen with the plans to their new secret weapon. That weapon is the Death Star. ('Episodes III, IV, VI').
  • As a precursor to the original trilogy, the clone army has equipment and vehicles very similar looking to the Imperial equipment and vehicles. Most notable: the clone trooper armor which look like storm trooper armor (Episodes IV, V, VI), the republic attack cruisers that look like star destroyers (Episodes IV, V, VI).
All spoilers have been stated and have ended here.


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' 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.


  • 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 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 first scene in which Obi-Wan Kenobi and Anakin Skywalker appear was filmed after principal photography had finished. Ewan McGregor had shaven off his beard, so he had to wear a fake one.
  • When Zam Wessell is killed by Jango Fett, her last words are in Huttese. What she says translates to "Bounty hunter slimeball."
  • Mace Windu has a purple lightsaber blade. This was a personal request made by Samuel L. Jackson.
  • 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.
  • The film's working title, intended sarcastically in light of the fan response to Episode I, was Jar Jar's Big Adventure.
  • NSYNC filmed a cameo appearance which was cut from the movie.
  • This was the last Star Wars feature to be released on the VHS system, as it was announced in 2005 that Star Wars Episode III: Revenge of the Sith would be a DVD-only release.
  • In Dex's Diner, Obi-Wan is told that the Kaminoans are friendly depending in part on how big one's pocketbook is. The term "pocketbook" is somewhat anachronistic, since all financial transactions are electronic.

DVD release

Star Wars Episode II: Attack of the Clones was released on DVD in 2004, with certain elements edited or added in by George Lucas that make the DVD a slightly different version from its theatrical release.


Star Wars Episodes

Prequel Trilogy:
I: The Phantom Menace | II: Attack of the Clones | III: Revenge of the Sith
Star Wars Original Trilogy
IV: A New Hope | V: The Empire Strikes Back | VI: Return of the Jedi

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