Star Wars: Episode II Attack of the Clones

"The Saga continues."

- Tagline

Star Wars Episode II: Attack of the Clones is the fifth Star Wars science fiction movie, 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 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 is threatening the peace, causing the Galactic Senate to debate a Military Creation Act to form a standing army for the Republic's protection. Senator Padmé Amidala, former Queen of Naboo, returns to Coruscant to vote against the Act, even though there are no longer enough Jedi to maintain peace and justice in the Galaxy.



Upon her arrival on Coruscant, she narrowly escapes an assassination attempt that claims the life of her decoy, Cordé. As a result, Supreme Chancellor Palpatine requests that Jedi 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.



During the investigation, Obi-Wan is led to a mysterious planet called Kamino&mdash;missing from the Jedi Archives&mdash;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 a Jedi named Sifo-Dyas&mdash;although Obi-Wan knows Sifo-Dyas was killed before that time. A bounty hunter named Jango Fett was hired as the template for the clones. Obi-Wan meets Jango on Kamino, and believes him to be the killer he has been tracking. After unsuccessfully trying to capture Jango Fett, Obi-Wan places a homing beacon on his ship, Slave I, and follows him to the planet of Geonosis.



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

Meanwhile, Anakin 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&mdash;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. Anakin then brings his mother's body back to the homestead, where her funeral is held.

Now that the Jedi Council knows of Dooku's army, Jedi 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, 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.



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. 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.

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

Memorable quotes
"The maker!(&hellip;) I knew that you'd return! I knew it!!"

- C-3PO to Anakin Skywalker

"I, I killed them, I killed them all, they're dead. Every single one of them, and not just the men, but the women, and the children too. They're like animals and I slaughtered them like animals. I hate them!"

- Anakin Skywalker

"This is a shortcut&hellip;I think."

- Anakin Skywalker

"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?" "Don't say that, Master. You're the closest thing I have to a father" "Then why don't you listen to me?"

- Obi-Wan Kenobi and 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

"I'm just a simple man trying to make my way in the universe."

- Jango Fett

"This party's over." "Brave, but, foolish, my old Jedi friend. You're impossibly outnumbered." "I don't think so" "We'll see."

- Mace Windu and Count Dooku

"Let the executions begin!"

- Poggle the Lesser

"She can't do that! Shoot her or something!"

- Nute Gunray

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

- Darth Tyranus and Darth Sidious

"I have to admit that without the clones, it would have not been a victory." "Victory? Victory you say? Master Obi-Wan, not victory. The shroud of the dark side has fallen. Begun, the Clone War has."

- Obi-Wan Kenobi and Yoda

Cast

 * Obi-Wan Kenobi &hellip; Ewan McGregor
 * Padmé &hellip; Natalie Portman
 * Anakin Skywalker &hellip; Hayden Christensen
 * Count Dooku/Darth Tyranus &hellip; Christopher Lee
 * Mace Windu &hellip; Samuel L. Jackson
 * Yoda &hellip; Frank Oz
 * Supreme Chancellor Palpatine/Darth Sidious &hellip; Ian McDiarmid
 * Shmi Skywalker &hellip; Pernilla August
 * Jango Fett &hellip; Temuera Morrison
 * Senator Bail Organa &hellip; Jimmy Smits
 * Cliegg Lars &hellip; Jack Thompson
 * Zam Wesell &hellip; Leeanna Walsman
 * Jar Jar Binks &hellip; Ahmed Best
 * Dormé &hellip; Rose Byrne
 * Sio Bibble &hellip; Oliver Ford Davies
 * Dexter Jettster &hellip; Ronald Falk
 * Captain Typho &hellip; Jay Laga'aia
 * Watto &hellip; Andy Secombe
 * C-3PO &hellip; Anthony Daniels
 * Ki-Adi-Mundi & Nute Gunray &hellip; Silas Carson
 * Queen Jamillia &hellip; Ayesha Dharkar
 * Boba Fett &hellip; Daniel Logan
 * Owen Lars &hellip; Joel Edgerton
 * Beru Lars &hellip; Bonnie Maree Piesse
 * Voice of Lama Su &hellip; Anthony Phelan
 * Voice of Taun We &hellip; Rena Owen
 * Madame Jocasta Nu &hellip; Alethea McGrath
 * Hermione Bagwa &hellip; Susie Porter
 * Elan Sleazebaggano &hellip; Matt Doran
 * Lott Dod &hellip; Alan Ruscoe
 * Rune Haako &hellip; David Healey and Christopher Truswell (voice) (uncredited)
 * Plo Koon &hellip; Matt Sloan
 * Cordé &hellip; Veronica Segura
 * Mas Amedda &hellip; David Bowers
 * Naboo Lieutenant &hellip; Steve John Shepherd
 * Clone Trooper &hellip; Bodie Taylor
 * Senator Orn Free Taa &hellip; Matt Rowan
 * Senator Ask Aak &hellip; Steven Boyle
 * Kit Fisto &hellip; Zachariah Jensen
 * J.K. Burtola &hellip; Alex Knoll
 * Mari Amithest &hellip; Phoebe Yiamkiati
 * R2-D2 &hellip; Kenny Baker
 * Aayla Secura &hellip; Amy Allen
 * Oppo Rancisis &hellip; Jerome Blake
 * Eeth Koth &hellip; Hassani Shapi
 * Adi Gallia &hellip; Gin Clarke
 * Saesee Tiin &hellip; Khan Bonfils
 * Even Piell &hellip; Michaela Cottrell
 * Depa Billaba &hellip; Dipika O'Neill Joti
 * Versé &hellip; Uncredited actress
 * Luminara Unduli &hellip; Mary Oyaya (uncredited)
 * Shaak Ti &hellip; Orli Shoshan (uncredited)
 * Agen Kolar &hellip; Tux Akindoyeni (uncredited)
 * Ister Paddie &hellip; William Clay
 * Poggle the Lesser &hellip; Marton Csokas
 * Bultar Swan &hellip; Mimi Daraphet
 * Lexi Dio &hellip; Nicole Fantl
 * Sly Moore &hellip; Sandy Finlay
 * Toonbuck Toora &hellip; Hilton Howson
 * Saesee Tiin &hellip; Jesse Jensen (arena sequences)
 * Barriss Offee &hellip; Nalini Krishan
 * Gilramos Libkath &hellip; Uncredited actor
 * Adnama &hellip; Amanda Lucas
 * Zett Jukassa &hellip; Jett Lucas (uncredited)
 * Lunae Minx &hellip; Katie Lucas
 * Qui-Gon Jinn &hellip; Liam Neeson (voice) (uncredited)
 * Stass Allie &hellip; Lily Nyamwasa
 * Joclad Danva &hellip; Kyle Rowling
 * Ronet Coorr &hellip; Steve Sauers
 * Zey Nep &hellip; Zeynup Selcuk
 * Voices of Gilramos Libkath, Shu Mai, San Hill, and Wat Tambor &hellip; Chris Truswell
 * COO-2180 &hellip; Ian Watkin
 * Voices of Magaloof and Seboca &hellip; Matthew Wood

Characters

 * 5TE
 * 81
 * 81-X
 * 8EX
 * Ask Aak
 * Paddy Accu
 * Acros-Krik
 * Chon Actrion
 * Adnama
 * Nyrat Agira
 * Stass Allie
 * Padmé Amidala
 * Mari Amithest
 * Onie Arkmen
 * Ashla
 * ASN-121
 * Hermione Bagwa
 * Bobby
 * Ony Bobbisia
 * Kell Borean
 * Lillea Bringbit
 * Sora Bulq
 * Waks Burr
 * J.K. Burtola
 * Slyther Bushforb
 * Onyeth Canavar
 * Jynne Celwick
 * Lowle Ch'red
 * C-3PO
 * Chian
 * CLE-004
 * Coleman Trebor
 * COO-2180
 * Ronet Coorr
 * Cordé
 * Immi Danoo
 * Joclad Danva
 * Darsana
 * Lexi Dio
 * Oakie Dokes
 * Porro Dolphe
 * Dooku
 * Dormé
 * Tundra Dowmeia
 * Sta-Den Eekin
 * Lumas Etima
 * Sun Fac
 * Kalyn Farnmir
 * Dannl Faytonni
 * Boba Fett
 * Jango Fett
 * Kit Fisto
 * Hayde Gofai
 * Forch Gomou
 * Tarados Gon
 * Faime Gosan
 * Rune Haako
 * Nar Hida
 * San Hill
 * Honka
 * Zo Howler
 * INS-444
 * Bairdon Jace
 * Jamillia
 * Jamillia's Royal Advisors
 * Jempa
 * Sarrissa Jeng
 * Dexter Jettster
 * Joshua Jinzler
 * JN-66
 * Sephjet Josall
 * Zett Jukassa
 * Dixon Just
 * Denaria Kee
 * Tas Kee
 * Obi-Wan Kenobi
 * Ki-Adi-Mundi
 * Agen Kolar
 * Plo Koon
 * Eeth Koth
 * Kaycee Kollenz
 * Fo Kuna
 * Sar Labooda
 * Cliegg Lars
 * Liam
 * Ame Llom
 * Hat Lo
 * Reha Logg
 * Sel Maa
 * Sir Mac
 * Magaloof
 * Shu Mai
 * Di Mantid
 * Reina March
 * Roth-Del Masona
 * Lela Mayn
 * Achk Med-Beq
 * Mick
 * Ichi-Tan Micoda
 * Lunae Minx


 * Yee Moh
 * Wilst Molan
 * Sly Moore
 * Jobal Thule Naberrie
 * Pooja Naberrie
 * Ruwee Naberrie
 * Ryoo Naberrie
 * Sola Naberrie
 * Naboo holy man
 * Mya Nalle
 * Yma Nalle
 * Nandi
 * Zey Nep
 * Seib Nod
 * Jocasta Nu
 * Barriss Offee
 * NJ Opuh
 * Pablo-Jill
 * Ister Paddie
 * Palo
 * Palpatine
 * Mais Pardon
 * Booton Piton
 * Kar Plaushe
 * Poggle the Lesser
 * Artuo Pratuhr
 * Khaat Qiyn
 * R2-D2
 * R3-T7
 * R4-A22
 * R4-P17
 * R5-D4
 * Que-Mars Redath-Gom
 * Rednax
 * Dyemma Reel
 * Ren-Quarr
 * RIC-920
 * Rogwa Wodrata
 * Ror Ithh
 * Palee Ruda
 * Gume Saam
 * Whimper Save
 * Seboca
 * Cian Shee
 * Nardi Shodu
 * Sidewa
 * Sifo-Dyas
 * Civ Sila
 * Necil Sing
 * Fi-Ek Sirch
 * Anakin Skywalker
 * Elan Sleazebaggano
 * SP-4
 * Galdos Stouff
 * Lama Su
 * Supi
 * Bultar Swan
 * Bufon Taire
 * Wat Tambor
 * Nicanas Tassu
 * Teckla
 * Shaak Ti
 * Ela Tips
 * Ganwick Trag
 * Zil Topur
 * Gregar Typho
 * Tyyx
 * Luminara Unduli
 * Gondrin Upal
 * Gorothin Vagger
 * Versé
 * Rosha Vess
 * Ayy Vida
 * WA-7
 * Dar Wac
 * Taun We
 * Nor Wedd
 * Zam Wesell
 * Nic Whoma
 * Daro Willits
 * Mace Windu
 * Sne Wo
 * Yoda
 * Tan Yuster

Creatures

 * Acklay
 * Kouhun
 * Massif
 * Nexu
 * Odupiendo


 * Orray
 * Reek
 * Roga

Droid models

 * 3PO-series protocol droid
 * ASN-121 assassin droid
 * B1 battle droid
 * B2 super battle droid
 * CLE-series 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-series installation droid


 * JN-66 analysis droid
 * Naboo refueling droid
 * OG-9 homing spider droid
 * OOM command battle droid
 * R2-series astromech droid
 * R4-P-series astromech droid
 * R5-series astromech droid
 * RIC-series droid
 * SP-4 analysis droid
 * SRT autonomous short-range transport
 * WA-7 service unit
 * W-series Droideka

Locations

 * Ansion
 * Bogden
 * Coruscant
 * Galactic City
 * CoCo Town
 * Dex's Diner
 * Senate District
 * Ambassadorial Sector
 * 500 Republica
 * Senate Apartment Complex
 * Padmé Amidala's apartment
 * Legislative Borough
 * Senate Plaza
 * Avenue of the Core Founders
 * Republic Executive Building
 * Senate Building
 * Temple Precinct
 * Jedi Temple
 * The Works
 * LiMerge Power building
 * 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

Organizations and titles

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

Sentient species

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


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

Vehicles and vessels

 * AA-9 Coruscant freighter
 * Acclamator I-class assault ship
 * Action VI transport
 * All Terrain Tactical Enforcer
 * Banking Clan Transport
 * Coruscant air bus
 * Coruscant civilian transport
 * Delta-7 Aethersprite-class light interceptor
 * Diamond-class cruiser
 * EasyRide passenger airspeeder
 * Fantail
 * Firespray-31-class patrol and attack craft
 * Slave I
 * Flitknot speeder
 * Gaba-18 airspeeder
 * Geonosian executioner cart
 * Giga-class transport
 * Gondola speeder
 * Gozanti Cruiser
 * H-type Nubian yacht
 * Hardcell-class interstellar transport
 * J-Type diplomatic barge
 * 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 Core Ship
 * M31 airspeeder
 * Magnaline 3000 airbus
 * N-1 starfighter
 * Nantex-class territorial defense starfighter
 * Observation Gondola
 * Observation Ship
 * Podracers
 * Power chair
 * Punworcca 116-class interstellar sloop
 * Rickshaw speeder
 * Senatorial platform
 * Senatorial scooter
 * Self-Propelled Heavy Artillery-Turbolaser
 * Sheathipede-class shuttle
 * Lapiz Cutter
 * Taylander shuttle
 * V-35 Courier
 * XJ-6 airspeeder
 * YT-1300 light freighter
 * Zephyr-G swoop

Weapons and technology

 * Curve-hilted lightsaber
 * DC-15A blaster rifle
 * DC-15S blaster
 * Hologram
 * Holoprojector
 * Lightsaber
 * Mechno-arm

Miscellanea

 * Shuura
 * Vaporator mushroom

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. 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 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. (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 and mirroring of the original trilogy

 * A Skywalker has a limb amputated by a Dark Lord of the Sith with a lightsaber. 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).
 * 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 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.
 * 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. 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.
 * 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, 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.
 * 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.
 * 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).
 * 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).
 * 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.
 * 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 for attempting to assassinate Padmé Amidala 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).
 * 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.
 * 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 barman says to R2-D2 they "Don't serve your kind here." A reference to A New Hope when Luke brings C-3PO and R2-D2 into the bar in Mos Eisley. (A New Hope)
 * 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.

Trivia

 * 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 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.
 * The airspeeder chase is very reminiscent of a scene from the The Fifth Element.
 * 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.
 * 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 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.
 * 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&hellip;"
 * 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!"
 * This is the only movie where there is not a war or battle going on at the beginning of the movie. (This soon changes with the outbreak of the Clone Wars.)

Major Theme

 * Across the Stars

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.