Star Wars: Episode II Attack of the Clones

"I have good news for you, my lord. The War has begun." "Excellent. Everything is going as planned."

- Darth Tyranus and Darth Sidious

Star Wars Episode II: Attack of the Clones is the fifth Star Wars science fiction movie 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 the first Star Wars film which used a high definition digital 24 frame system for most of the movie's live action scenes..

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.

Synopsis
A decade after the events of The Phantom Menace, the Galactic Republic is in crisis. A separatist movement (secretly led by former Jedi Count Dooku) has threatened the peace. Senator Padmé Amidala, former Queen of Naboo, returns to the Galactic Senate to offer a vote against the creation of a Republic Army, 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 Jedi Obi-Wan Kenobi and his apprentice, Anakin Skywalker protect her.

That night, a mysterious bounty hunter makes another attempt on Amidala's life, and the Jedi Council asks Obi-Wan to track down the killer. Meanwhile, Anakin is given the assignment of protecting the Senator and escorting 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. 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 Republic's archives), where he discovers a secret clone army 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—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.



On Geonosis, Obi-Wan overhears conversations between Count Dooku and Viceroy Nute Gunray and learns that they are behind the separatist movement and have built up a new droid army. He also learns that it was Gunray that ordered the assassination of Amidala, as revenge for the Battle of Naboo (see Episode I). Obi-Wan sends a recorded message to the Jedi Council to inform them of his recent findings just before being captured.

Meanwhile, Anakin Skywalker and Padmé Amidala have been spending much time together on Naboo, and Anakin reveals his deep 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 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 (disobeying Obi-Wan’s orders to remain on Naboo). Upon arriving, he learns that his mother was kidnapped a month ago by local Tuskens. He travels through the night, and finds her in very poor condition. Within moments, she dies in his arms. Enraged, he slaughters the entire Tusken community. Back at Coruscant, Yoda senses a terrible darkness in the Force, coming from Anakin. Anakin then brings his mother's body back to her home, where her funeral is held.

Now that the Jedi Council knows of Dooku's army, Jedi Mace Windu leads a team to Geonosis. Unbeknownst to them, Anakin and Padmé also make their way 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 an arena-like complex where three huge monsters are unleashed on them. During their struggle, Mace Windu arrives with his Jedi, and they battle Dooku's droids on the field. Even though Windu kills Jango Fett, defeat for the Jedi seems imminent. Luckily Yoda unexpectedly arrives with the Republic's new clone army.



A large battle erupts between the Republic's clone army, and the Separatist's droid army. Confederacy of Independent Systems entrusts Count Dooku with the plans for the Ultimate Weapon. Count 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, and he injures Obi-Wan and cuts Anakin's right hand off. Yoda appears just as Dooku is about to finish them off, and the two masters of the Force go head to head in lightsaber combat. Dooku attempts to topple a large pillar on Obi-Wan and Anakin, and while Yoda uses the force to divert the pillar, Dooku escapes. He meets up with his master, Darth Sidious, who is pleased that the war has begun as planned. Count Dooku presents Darth Sidious with the plans for the Great Weapon.

Back in 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. He and Windu agree that they should nevertheless closely monitor the Senate.

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

Memorable quotes
"This weapon is your life!"

- Obi-Wan Kenobi to Anakin Skywalker

"Why do I get the feeling you're going to be the death of me?"

- Obi-Wan Kenobi to Anakin Skywalker

"Popular rule is not democracy."

- Padmé Amidala to Anakin Skywalker

"Always a pleasure to meet a Jedi."

- Jango Fett to Obi-Wan Kenobi

"This party's over."

- Mace Windu to Count Dooku

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

- Yoda

Cast

 * Obi-Wan Kenobi …  Ewan McGregor
 * Padmé …  Natalie Portman
 * Anakin Skywalker …  Hayden Christensen
 * Count Dooku …  Christopher Lee
 * Mace Windu …  Samuel L. Jackson
 * Yoda …  Frank Oz
 * Supreme Chancellor Palpatine …  Ian McDiarmid
 * Shmi Skywalker …  Pernilla August
 * Jango Fett …  Temuera Morrison
 * Senator Bail Organa …  Jimmy Smits
 * Cliegg Lars …  Jack Thompson
 * Zam Wesell …  Leeanna Walsman
 * Jar Jar Binks …  Ahmed Best
 * Dormé …  Rose Byrne
 * Sio Bibble …  Oliver Ford Davies
 * Dexter Jettster …  Ronald Falk
 * Captain Typho …  Jay Laga'aia
 * Watto …  Andy Secombe
 * C-3PO …  Anthony Daniels
 * Ki-Adi-Mundi & Nute Gunray …  Silas Carson
 * Queen Jamillia …  Ayesha Dharkar
 * Boba Fett …  Daniel Logan
 * Owen Lars …  Joel Edgerton
 * Beru Lars …  Bonnie Maree Piesse
 * Voice Of Lama Su …  Anthony Phelan
 * Voice Of Taun We …  Rena Owen
 * Madame Jocasta Nu …  Alethea McGrath
 * Hermione Bagwa …  Susie Porter
 * Elan Sleazebaggano …  Matt Doran
 * Lott Dod …  Alan Ruscoe
 * Rune Haako …  David Healey and Christopher Truswell (voice) (uncredited)
 * Plo Koon …  Matt Sloan
 * Cordé …  Veronica Segura
 * Mas Amedda …  David Bowers
 * Naboo Lieutenant …  Steve John Shepherd
 * Clone Trooper …  Bodie Taylor
 * Senator Orn Free Taa …  Matt Rowan
 * Senator Ask Aak …  Steven Boyle
 * Kit Fisto …  Zachariah Jensen
 * J.K. Burtola …  Alex Knoll
 * Mari Amithest …  Phoebe Yiamkiati
 * R2-D2 …  Kenny Baker
 * Aayla Secura ... Amy Allen
 * Oppo Rancisis …  Jerome Blake
 * Eeth Koth …  Hassani Shapi
 * Adi Gallia …  Gin Clarke
 * Saesee Tiin …  Khan Bonfils
 * Even Piell …  Michaela Cottrell
 * Depa Billaba …  Dipika O'Neill Joti
 * Versé …  Uncredited actress
 * Luminara Unduli ... Mary Oyaya
 * Shaak Ti ...  Orli Shoshan
 * Agen Kolar ...  Tux Akindoyeni (uncredited)
 * Gilramos Libkath ...   Uncredited actor
 * Zett Jukassa ...  Jett Lucas (uncredited)
 * Qui-Gon Jinn ...  Liam Neeson (voice) (uncredited)

Characters

 * 5TE
 * 7EX
 * 8EX
 * Paddy Accu
 * Acros-Krik
 * Adnama
 * Nyrat Agira
 * Stass Allie
 * Padmé Amidala
 * Mari Amithest
 * Onie Arkmen
 * Ashla
 * Ask Aak
 * ASN-121
 * Hermione Bagwa
 * Barriss Offee
 * Bobby
 * Kell Borean
 * Lillea Bringbit
 * Buffy
 * J.K. Burtola
 * Jynne Celwick
 * Lowle Ch'red
 * C-3PO
 * Chian
 * Chon Actrion
 * CLE-004
 * Coleman Trebor
 * Commerce Guild Droid 81
 * Commerce Guild Droid 81-X
 * COO-2180
 * Ronet Coorr
 * Cordé
 * Immi Danoo
 * Joclad Danva
 * Darsana
 * Denaria Kee
 * Dexter Jettster
 * Lexi Dio
 * Dooku
 * Dormé
 * Elan Sleazebaggano
 * Lumas Etima
 * Kalyn Farnmir
 * Dannl Faytonni
 * Jango Fett
 * Kit Fisto
 * Fi-Ek Sirch
 * Flo
 * Fo Kuna
 * Galdos Stouff
 * Hayde Gofai
 * Forch Gomou
 * Gilramos Libkath (actually Rune Haako)
 * Gorothin Vagger
 * Faime Gosan
 * Gume Saam
 * Nar Hida
 * Honka
 * Zo Howler
 * INS-444
 * Bairdon Jace
 * Jamillia
 * Jamillia's Royal Advisors
 * Jempa
 * Sarrissa Jeng
 * Joshua Jinzler
 * JN-66
 * Sephjet Josall
 * Zett Jukassa
 * Dixon Just
 * Obi-Wan Kenobi
 * Agen Kolar
 * Kaycee Kollenz
 * Cliegg Lars
 * Liam
 * Ame Llom
 * Hat Lo
 * Reha Logg
 * Luminara Unduli
 * Sel Maa
 * Sir Mac
 * Magaloof
 * Mais Pardon
 * Manoca
 * Di Mantid
 * Reina March
 * Roth-Del Masona
 * Lela Mayn
 * Achk Med-Beq
 * Ichi-Tan Micoda
 * Lunae Minx


 * Yee Moh
 * Wilst Molan
 * Jobal Thule Naberrie
 * Pooja Naberrie
 * Ruwee Naberrie
 * Ryoo Naberrie
 * Sola Naberrie
 * Naboo holy man
 * Mya Nalle
 * Yma Nalle
 * Nandi
 * Zey Nep
 * Nic Whoma
 * NJ Opuh
 * Nor Wedd
 * Jocasta Nu
 * Oakie Dokes
 * Ony Bobbisia
 * Onyeth Canavar
 * Pablo-Jill
 * Ister Paddie
 * Palo
 * Palpatine
 * Booton Piton
 * Kar Plaushe
 * Poggle the Lesser
 * Artuo Pratuhr
 * Qi Zhu
 * Khaat Qiyn
 * R2-D2
 * R3-T7
 * R4-A22
 * R4-P17
 * Que-Mars Redath-Gom
 * Rednax
 * Dyemma Reel
 * Ren-Quarr
 * RIC-920
 * Rogwa Wodrata
 * Ror Ithh
 * Palee Ruda
 * San Hill
 * Sar Labooda
 * Whimper Save
 * Seboca
 * Nod Seib
 * Shaak Ti
 * Cian Shee
 * Nardi Shodu
 * Shu Mai
 * Sidewa
 * Sifo-Dyas
 * Civ Sila
 * Necil Sing
 * Anakin Skywalker
 * Mick
 * Sly Moore
 * Slyther Bushforb
 * Sora Bulq
 * SP-4
 * Sta-Den Eekin
 * Lama Su
 * Sun Fac
 * Supi
 * Bultar Swan
 * Bufon Taire
 * Tarados Gon
 * Tas Kee
 * Nicanas Tassu
 * Teckla
 * Ela Tips
 * Ganwick Trag
 * Tundra Dowmeia
 * Zil Topur
 * Gregar Typho
 * Tyyx
 * Gondrin Upal
 * Versé
 * Rosha Vess
 * Ayy Vida
 * Dar Wac
 * Waks Burr
 * Wat Tambor
 * Taun We
 * Zam Wesell
 * Daro Willits
 * Mace Windu
 * Sne Wo
 * Yoda
 * Tan Yuster

Sentient species

 * Balosar
 * Besalisk
 * Boranian
 * Clawdite
 * Geonosian
 * Gossam
 * Holwuff
 * Kaminoan
 * Leffingite


 * Mirialan
 * Muun
 * Nautolan
 * Ongree
 * Skakoan
 * Togruta
 * Twi'lek
 * Umbaran
 * Vurk

Locations

 * Ansion
 * Bogden
 * Coruscant
 * Galactic City
 * CoCo Town
 * Dex's Diner
 * Senate District
 * Ambassadorial Sector
 * 500 Republica
 * Senate Apartment Complex
 * Legislative Borough
 * Avenue of the Core Founders
 * Republic Executive Building
 * Senate Plaza
 * Senate Building
 * Temple Precinct
 * Jedi Temple
 * The Works
 * LiMerge Power
 * Uscru Entertainment District
 * Outlander Club
 * Geonosis
 * Geonosian spires
 * Geonosian War Room
 * Stalgasin hive
 * Geonosis droid foundries
 * Petranaki arena


 * Kamino
 * Tipoca City
 * Kamino Space Control
 * Tipoca City Military Complex
 * Kohlma
 * Naboo
 * Lake Country
 * Varykino
 * Theed
 * Palace Courtyard
 * Theed Royal Palace
 * Theed Spaceport
 * Rishi
 * Shadda-Bi-Boran
 * Subterrel
 * Tatooine
 * Jundland Wastes
 * B'Thazoshe Bridge
 * Lars' homestead
 * Mos Eisley
 * Mos Espa
 * Watto's Shop

Ships and vehicles

 * AA-9 Coruscant freighter
 * Acclamator I-class assault ship
 * All Terrain Tactical Enforcer
 * Coruscant air bus
 * Coruscant civilian transport
 * Delta-7 Aethersprite-class light interceptor
 * Diamond-class cruiser
 * EasyRide passenger airspeeder
 * Fantail-class transport
 * Flitknot speeder
 * Gaba-18 airspeeder
 * Geonosian executioner cart
 * Giga-class transport
 * Gondola speeder
 * Gozanti Cruiser
 * Hardcell-class interstellar transport
 * Hovering mechno-chair
 * InterGalactic Banking Clan cargo ship
 * J12 twin-pod airspeeder
 * KE-8 Enforcer
 * Koro-2 Exodrive airspeeder
 * Low Altitude Assault Transport/carrier
 * Low Altitude Assault Transport/infantry
 * Lucrehulk-class battleship
 * Lucrehulk-class LH-1740 core ship
 * M31 airspeeder
 * Magnaline 3000 airbus
 * N-1 starfighter
 * Naboo diplomatic barge
 * Naboo yacht
 * Nantex-class territorial defense starfighter
 * observation gondola
 * observation ship
 * Podracers
 * Punworcca 116-class interstellar sloop
 * Rickshaw speeder
 * Senatorial platform
 * Senatorial scooter
 * Self-Propelled Heavy Artillery-Turbolaser
 * Sheathipede-class shuttle
 * Taylander shuttle
 * V-35 Courier
 * XJ-6 airspeeder
 * Yoda's hover chair
 * YT-1300 light freighter
 * Zephyr-G swoop

Creatures

 * Acklay
 * Kouhun
 * Massif
 * Nexu
 * Odupiendo


 * Orray
 * Reek
 * Roga
 * shuura
 * vaporator mushroom

Droid models

 * 3PO-series protocol droid
 * ASN-121 assassin droid
 * B-2 battle droid
 * CLE-004 cleaning droid
 * COO-series cook droid
 * DSD1 dwarf spider droid
 * DUM-series pit droid
 * FA-4 pilot droid
 * IG-227 Hailfire-class droid tank
 * INS-444 installation droid


 * JN-66 analysis droid
 * Naboo refueling droid
 * OG-9 Homing spider droid
 * R2-series astromech droid
 * R4-P-series astromech droid
 * RIC-series droid
 * SP-4 analysis droid
 * SRT transport droid
 * WA-7 waitress droid
 * W-series Droideka

Organizations

 * Commerce Guild
 * Confederacy of Independent Systems
 * Corporate Alliance
 * InterGalactic Banking Clan
 * Techno Union

Filming
Filming primarily 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 Royal Palace in Caserta.

Critical reaction
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. In addition, the fireplace scene between the two lovers that takes place about halfway through the film is often cited as an example of egregiously poor editing.

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

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 in The Empire Strikes Back. Note that this conflicts 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, but because the movies are higher canon than anything else, the movie is correct. 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 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 beastlike 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. However, the executions were nullified by the timely arrival of Jedi reinforcements, led by Jedi Master Mace Windu.

DVD release


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.

References to the original trilogy

 * A Skywalker has an arm amputated by a Dark Lord of the Sith with a lightsaber. Anakin's arm is amputated by Count Dooku (Attack of the Clones), and Luke's arm is amputated by Darth Vader (The Empire Strikes Back).
 * 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.
 * 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 feelings".
 * Obi-Wan 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 future enemy is nearby. (The Empire Strikes Back)
 * 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 hide from the Millennium Falcon hide from the Imperial fleet (The Empire Strikes Back).
 * R2-D2 repairs C-3PO. (The Empire Strikes Back)
 * In addition, C-3PO asks "Are you sure my head's on straight?" when R2-D2 finishes repairing him. This is a reference to Chewbacca incorrectly 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 table at dinner, and Luke had been sitting in the same place that Anakin had been in Attack of the Clones.
 * 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, one of Jango Fett's clones, 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 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 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.
 * 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 Vader, "Your thoughts betray you, Father." (Return of the Jedi)
 * 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 aboard the Death Star and Obi-Wan dies by a strike from Vader, albeit allowing Vader to kill him willingly (A New Hope).
 * In a few scenes on Tatooine, Padmé Amidala is sporting the Princess Leia Organa 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 Imperial battle station, the Death Star. ('Episodes 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 Phase III armor employed by the Stormtroopers (Episodes IV, V, VI), the Republic attack cruisers are the earliest incarnation of 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 offers 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 offers to Luke Skywalker to join him and says, "And together, we will rule the galaxy as father and son", but Luke replies, "I will 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, Leia, and the rest of his friends in danger, 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 and confesses to Padmé for doing so, beginning the path to the dark side of the Force. This is a reference to the title change for Episode VI, whose working title was Revenge of the Jedi. (Return of the Jedi)
 * Padmé professes her love for Anakin before a situation where Anakin could die, that is when they enter the arena on Geonosis. 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 decreed to have Luke, Han, and Chewbacca executed, but those executions are nullified by Luke and Lando.
 * 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 severs the arm of an opponent with his lightsaber: Zam Wesell while having a drink on a bar in Attack of the Clones, and Ponda Baba for being hostile to Luke in A New Hope.
 * A Fett serves as a bounty hunter both contracted by and in league with a Dark Lord of the Sith. 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).
 * In the scene where Boba picks up his father's helmet after the arena battle. Look above him and you may see an orange cover in the stands that looks surprisingly close to the sail on Jabba the Hutt's Sail Barge.

Mirroring of the original Star Wars trilogy

 * 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.
 * A character has an arm amputated by a lightsaber (an amputation appears in every original trilogy film).
 * When entering the bar on Coruscant after the chase of Senator Amidala's assassin, Obi-Wan says to Anakin, "Why do I get the feeling you're going to be the death of me?" This foreshadows Vader killing Obi-Wan in A New Hope.
 * A character has "a bad feeling about this" - Anakin in the Geonosis arena (all Star Wars films).
 * According to the DVD audio commentary, the nightclub scene on Coruscant mirrors the Mos Eisley Cantina scene in A New Hope. In both scenes, Obi-Wan Kenobi goes for a drink, and then he severs the arm of an opponent with his lightsaber (Zam Wesell in Attack of the Clones and Ponda Baba in A New Hope).
 * 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 him that he is his father. In A New Hope, Kenobi tells Luke to "use your feelings".
 * A Jedi (Obi-Wan Kenobi) uses the Jedi mind trick. (Episodes II, IV and VI)
 * Obi-Wan Kenobi travels to a floating city where he is met by a seemingly benign administrator who gives him a tour of the facilities but an enemy (a Fett, to be more exact) is nearby (The Empire Strikes Back).
 * 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 from the Millennium Falcon hide from the Imperial fleet. (The Empire Strikes Back).
 * R2-D2 repairs C-3PO. (The Empire Strikes Back)
 * In addition, C-3PO asks "Are you sure my head's on straight?" when R2-D2 finishes repairing him. This is a reference to Chewbacca incorrectly putting his head on backwards in The Empire Strikes Back.
 * 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 Padmé’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.
 * 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.
 * It's the only movie in the trilogy to not feature a major space battle (The Empire Strikes Back).

Trivia

 * The first scene in which Obi-Wan Kenobi and Anakin Skywalker appear was filmed after Ewan McGregor had shaven 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 amongst fans about the color being too similar to red, the typical lightsaber color of dark side practitioners.
 * In the second episode of both trilogies, there is one lightsaber-to-lightsaber duel. No combatants die, unlike in any other Star Wars films.
 * 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.
 * Favorite 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.
 * Attentive viewers will notice that Jango Fett, upon boarding Slave I on Kamino, bumps his head audibly on the doorway. This is a nod to the Stormtrooper who bumps his head on the Death Star in A New Hope (which was also given a sound effect in the 2004 DVD release), the implication being that Fett has passed on this particular trait to his future clones.
 * 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."
 * During the asteroid chase near Geonosis, Obi-Wan evades Jango Fett by hiding on an asteroid. This is a possible reason why Jango's son Boba later catches the Millennium Falcon when it tries a similar trick.
 * 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 films title was to be "The Rise of the Empire".
 * '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.
 * 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; furthermore, it was confusing to non-US audiences, where the expression pocketbook is taken to literally mean a small paperback book.
 * 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 episode to not feature a battle in space between opposing fleets. The only "star war" occurs as a one-on-one duel in the asteroid field between Kenobi in his Jedi Starfighter and the Fetts in Slave I.
 * This is the only Star Wars film which was not the highest grossing film for the year in which it was originally released. It was out-grossed by Spider-Man and The Lord of the Rings: The Two Towers.
 * 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 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 StarWars.com 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 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.
 * This is the only movie where R2-D2 does not co-pilot any type of starfighter, such as the X-wing or the N-1 Starfighter.
 * When Obi-Wan talks in the diner, he makes a reference to droids saying something to the effect of "if droids could think, there would be none of us here." However, at least twice after that, C-3PO starts two sentences with the words, "I think..."
 * After Anakin, Padmé, and R2 board the transport ship to Naboo, R2 goes up to a droid that is serving food, to which the droid tells R2 "Hey you, no droids." This is likely a nod to a similar scene in A New Hope, when Luke Skywalker, Obi-Wan Kenobi, R2-D2 and C-3PO enter Chalmun's Cantina and Wuher points to R2 and 3PO, saying "We don't serve their kind here!"

Novelization
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.