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

Star Wars: Episode II Attack of the Clones is a 2002 film directed by George Lucas & written by Lucas and Jonathan Hales. It is the second part of the Star Wars prequel trilogy.

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

Attack of the Clones was the first Star Wars film to use a high-definition digital 24-frame system for most of its live-action scenes. The film was a financial success, grossing over $600 million at the worldwide box office. However, for the first time, a Star Wars film did not earn the highest box-office sales for the year; Attack of the Clones ended up fourth behind The Lord of the Rings: The Two Towers, Harry Potter and the Chamber of Secrets, and Spider-Man.

Opening crawl[]

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

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

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

Plot summary[]

Ten years after the events of The Phantom Menace, the Galactic Republic is in crisis. A Separatist movement led by former Jedi Master Count Dooku, alias the Sith Lord Darth Tyranus, 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, intends to return to the Senate and vote against the Act, even though there are no longer enough Jedi to maintain peace and justice in the galaxy.

Attack of the clones 1

Anakin Skywalker and Obi-Wan Kenobi chase Zam Wesell through Coruscant.

Upon her arrival on Coruscant, she narrowly escapes an assassination attempt that claims the life of her decoy, Cordé. As a result, Supreme Chancellor Sheev Palpatine requests that Jedi Knight Obi-Wan Kenobi and his apprentice, Anakin Skywalker, protect her.

That night, the assassin Zam Wesell makes another attempt on Amidala's life, though the Jedi are able to foil her plot. They pursue her through Galactic City, eventually disarming her in the Outlander Club. Upon being questioned by Obi-Wan and Anakin outside the bar, she is killed by a saberdart, fired by a mysterious man, before the Jedi can learn the name of her employer. Returning to the Jedi Temple, Obi-Wan is assigned by the council to track down the assassin's killer. Meanwhile, Anakin continues his task 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. Junior Representative Jar Jar Binks assumes Amidala's duties in her absence, despite the Senator being mad at not being at the Senate when the fate of the Military Creation Act is decided.


Obi-Wan engages Jango Fett on Kamino.

During the investigation, Obi-Wan is led to a mysterious planet called Kamino— missing from the Jedi Archives— where he discovers a secret clone army being developed for the Republic. He is told by Prime Minister Lama Su that the military was ordered almost ten years ago by Jedi Master Sifo-Dyas— although Obi-Wan was "under the impression" that 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. He tries to capture Jango, which leads to a titanic one-on-one fight between them. Jango makes use of his blasters and missile equipment, managing to defeat Obi-Wan by sending him plummeting into the raging sea below. Thinking he is dead, Jango departs Kamino with his son Boba. Unable to capture Jango, Obi-Wan places a homing beacon on his ship, Slave I, and follows him to the planet of Geonosis.

Attack of the clones 3

Anakin and Padmé spend time on Naboo.

Meanwhile, Anakin and Padmé have been spending much time together on Naboo, enjoying each other's company and playfully frolicking in the fields. Eventually, Anakin reveals his deep love for her, vowing to do whatever she requests. However, Padmé resists, explaining that it would be impossible for the two of them to be together since she is a Senator and he is a Jedi. Anakin is angered by this and experiences inner conflict between his strong desires for her and his duties as a Jedi.

Anakin is also troubled by a newfound sense that his mother is in grave danger, and he beckons for Padmé to accompany him to his home planet of Tatooine— in the process, disobeying Obi-Wan's orders to remain on Naboo. Upon arriving, Anakin tracks down his former owner Watto, from whom he learns that his mother has married a moisture farmer named Cliegg Lars, and travels to the Lars moisture farm. There, Anakin and Padmé find C-3PO, and the droid introduces Anakin to his step-brother Owen. Cliegg tells Anakin the horrible truth that his mother was kidnapped a month ago by a pack of Tusken Raiders. Anakin travels through the night and finds her tied and beaten in a Tusken camp. Within moments, she dies in his arms. Enraged and heartbroken, he massacres the Tusken community: men, women, and even children. On Coruscant, Yoda senses a terrible darkness in the Force as the slaughter continues (Qui-Gon Jinn's voice shouts "Anakin, Anakin, no!" during this scene). Anakin then brings his mother's body back to the homestead, where her funeral is held.

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 knows 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, relayed by way of Anakin and Padmé's ship, though he is surrounded by droidekas and captured before he can finish his report.

Battle of Geonosis

The First Battle of Geonosis

Now that the Jedi council knows of Dooku's army, Jedi Master Mace Windu leads a battalion of Jedi 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 reach the recently discovered clone army into battle.

Back on Geonosis, Count Dooku tries to persuade Obi-Wan to join him, using the fact that he was once Qui-Gon's master, that Qui-Gon, if alive, would have joined Dooku and that the Republic and Jedi have lost their ways and must be fought against. Obi-Wan refuses to join Dooku, saying that Dooku is wrong about the Republic and Jedi losing their ways and that Qui-Gon would have never joined Dooku if Qui-Gon was alive. Anakin and Padmé arrive on the planet but are quickly captured by Jango Fett and sentenced to death, joining Obi-Wan in the Geonosis arena, where they are to be executed. Moments before heading outside, Padame and Anakin confess their love to each other. In the high stands, Count Dooku, Nute Gunray, Rune Haako, Poggle the Lesser, Jango Fett, and Boba Fett watch the start of the planned execution. The trio are forced to battle a reek, a nexu, and an acklay while in chains. During their struggle, Mace Windu arrives with his Jedi strike team, and they battle Dooku's droid army in the arena. Upon seeing so many Jedi in one place, Jango Fett jetpacks down to the arena floor and engages Windu. After a short struggle, Windu kills Jango due to his jetpack malfunctioning. While the Jedi put up a fight, they are eventually overwhelmed by the Droid Army's numerical advantage and appear to be heading into defeat. Yoda unexpectedly arrives with the Republic's new clone army, but only a handful of Jedi have survived.

Dooku vs yoda

Dooku and Yoda battle each other.

An even larger battle erupts outside the arena between the Republic's clone army and the Droid Army of the Confederacy of Independent Systems. Nute Gunray and Rune Haako subsequently retreat in Gunray's ship. The Clone Army gains the upper hand, which eventually leads to the Droid Army retreating. Poggle the Lesser entrusts Count Dooku with the early plans for the Death Star. Dooku attempts to escape, but Obi-Wan and Anakin track him to a secret hangar. Anakin immediately disobeys Obi-Wan's orders to take Dooku together and rushes at Dooku, who fires forced lightning at Anakin, tossing him to the side to some rocks, knocking him unconscious temporarily. Obi-Wan circles Dooku cautiously, who says that his powers are far beyond Obi-Wan's powers and fires force lightning at Obi-Wan, who blocks it with his lightsaber and says that he does not think so as Dooku ignites his curved hilted crimson red lightsaber. Obi-Wan rushes at Dooku, engaging him in a lightsaber duel. Unfortunately, while Obi-Wan is powerful, he is no match for Dooku who taunts him that Master Yoda praises Obi-Wan greatly and that he is disappointed in Obi-Wan's lack of skill. The battle lasts around half a minute as Obi-Wan is defeated. Dooku swings his blade high over his head and brings it down as Anakin, who had just awoken from being tossed to the rocks, leaped foward and blocked Dooku's killing strike on Obi-Wan, engaging Dooku, who toyed with him for several minutes before slicing off Anakin's right hand and force pushing it to the ground next to the defeated Obi-Wan. Dooku puts away his lightsaber. Yoda appears just as Dooku is about to escape, and the two masters of the Force go head-to-head in a fierce battle of the force and then a lightsaber duel with Yoda using his acrobatic style and Dooku using his elegant style. 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 the Works in the 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 ponder Dooku's warning that Darth Sidious is controlling the Senate. Yoda is hesitant to believe this, stating that the dark side is capable of creating fear and mistrust. He and Windu agree that they should nevertheless closely monitor the Senate. Meanwhile, Chancellor Palpatine and a number of senators, including Bail Organa, oversee the launching of massive clone trooper forces.

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


Principal photography lasted from June 26 to September 20, 2000.[source?] Filming primarily occurred at Fox Studios, Sydney, with additional location shooting in Tunisia desert. During the Tunisia shoot, the final scene intended for Star Wars: Episode III Revenge of the Sith was shot to avoid returning to the country for a single scene. Other filming locations included the Plaza de España Seville in Spain, and in Italy at the Villa del Balbianello on Lake Como and the Caserta Palace. Pick-up shots took place in Ealing Studios.[source?] John Knoll told Star Wars Insider that adapting to digital cameras was the biggest challenge his team faced as production started on Attack of the Clones. However, the advantage of digital cameras—which could immediately play back footage whenever the team wished—became clear to Knoll, who greatly enjoyed shooting with them.[5] When he was interviewed in 2005 by Temuera Morrison during an episode of the The Tem Show, Rick McCallum stated that New Zealand was among one of their chosen filming locations prior to Australia, but due to the The Lord of the Rings films being filmed in New Zealand around the same time, there were going to be complications. While filming in New Zealand was going to be an issue, Lucasfilm Ltd. casting directors still traveled around the country, picking up several actors in New Zealand, among these being Bodie Taylor and Daniel Logan.[6]

In December 2001, it was rumored that members of *NSYNC were filmed as extras in Attack of the Clones.[7] In the following days, the story gained momentum, and it was reported that three band members—Joey Fatone, JC Chasez, and Chris Kirkpatrick[8]—were given parts as Jedi and Naboo citizens[9] by producer Rick McCallum.[10] Lucasfilm then later confirmed the news but denied the rumours that it was done by George Lucas as a favour to his daughters Katie and Amanda, who were fans of the band. Also, Justin Timberlake acknowledged that he and Lance Bass were not involved, but that Joey Fatone's brother Steven Fatone was.[8] Many Star Wars fans reacted negatively to the news, seeing this incident as further evidence of Star Wars "selling out," similar to some Star Wars fans' reactions to Jar Jar Binks or the Ewoks.[11] On January 12, 2002, a Saturday Night Live sketch showed a satirical "first look" at Attack of the Clones, wherein the movie ground to a halt to allow *NSYNC to perform an impromptu musical number entitled "I'm a Jedi Knight in these Jedi Days."[12] Joey Fatone later announced that the singers' parts had been cut from the film because of the negative fan reaction. However, Lucasfilm's Lynne Hale denied this, saying that it was up to Lucas, and that "the final edit of the film is what he determines it will be."[13]


In the lead-up to release, Lucasfilm released another series of web documentaries, and experimented with other promotional tools, including Episode II Select, Ahmed Best's on-set videos,[14] Star Wars: Connections and R2-D2: Beneath the Dome.[source?] On May 11, 2002, TV Guide released three different covers to promote the film.[1]


The film's soundtrack was released by Sony on April 23, 2002.

A book version of the movie was written by R. A. Salvatore. It includes scenes created by Salvatore and unique to the novel. The book's prologue describes Anakin, while flying to Ansion with Obi-Wan, having a nightmare of his mother turning into glass and shattering. The following pages relate the events leading up to Shmi Skywalker's capture by Tusken Raiders and Cliegg Lars's loss of his leg while attempting to rescue her. These scenes give a more detailed insight into Shmi's life on the moisture farm and her relationships with Cliegg, Owen, Beru, and C-3PO than can be provided in the film. Interspersed with these events are scenes of Senator Amidala on Naboo prior to her departure for Coruscant to vote on the Military Creation Act. She discusses with her sister the question of retiring from politics to start a family and receives reports about the unrest (briefly mentioned in the film) among spice miners on Naboo's moons. The book also delves more deeply than the film into the father-son relationship of Jango and Boba Fett, making Jango's death more emotionally meaningful. (However, it also has several inaccuracies concerning Jango. For example, the author referred to his Armor as grey, when it is actually white with blue accents.) The first of the Boba Fett series of young adult novels draws upon this material.

Home video[]


Attack of the Clones on DVD

Star Wars Episode II: Attack of the Clones was released on VHS and DVD on November 12, 2002. The VHS included six deleted scenes and a segment of Star Wars: Connections. Attack of the Clones would be the final VHS release of any kind for Star Wars in the United States. As such, it is impossible to acquire a full VHS set for the Prequel Trilogy since there would not be one for Revenge of the Sith (though Revenge of the Sith did receive a VHS release in other countries such as the UK and Australia). The DVD contains certain elements edited or added by George Lucas that make the DVD a slightly different version from its theatrical release.

  • Disc 1
    • DVD Menu themes based on planets from the movie: Coruscant, Kamino, and Geonosis
    • Available subtitles: English
    • Available Audio Tracks: English (Dolby Digital 5.1 EX), Spanish (Dolby Digital 2.0 Surround), French (Dolby Digital 2.0 Surround)
    • Commentary by writer-director George Lucas, producer Rick McCallum, animation director Rob Coleman, and ILM visual effects supervisors John Knoll, Roger Guyett, and sound designer Ben Burtt
    • DVD Credits with Blooper reels
    • DVD-ROM content including website archive of HoloNet News[15]
  • Disc 2
    • Main DVD Menu's theme is based on the Jedi Library
    • Eight exclusive deleted scenes with introductions of George Lucas, Rick McCallum, and Ben Burtt
    • "From Puppets to Pixels: Digital Characters in Episode II": all-new full-length documentary about the creation of digital characters in Episode II
    • "State of the Art: The Previsualization of Episode II": witness the vital role of the animatics team
    • "Films Are Not Released: They Escape" sound documentary
    • Three featurettes examining the story line, action scenes, and love story through behind-the-scenes footage and interviews with the cast and filmmakers
    • 12-part Web documentary
    • "Across the Stars" music video: an original composition by John Williams crafted exclusively for this DVD
    • Exclusive production photos
    • One-sheet posters
    • International outdoor campaign
    • Trailers and TV spots
    • "R2-D2: Beneath the Dome" mockumentary trailer
    • ILM visual effects breakdown montage
    • Exclusive DVD-ROM content
    • Production photo gallery
    • DVD-ROM content includes a free trial of Hyperspace

The film was released on Blu-ray in September 2011.[16]

On April 7, 2015, the Walt Disney Studios, 20th Century Fox, and Lucasfilm jointly announced the digital releases of the six released Star Wars films. As Lucasfilm had retained digital distribution rights to Episodes I through III and V through VI, Walt Disney Studios Home Entertainment released Attack of the Clones for digital download on April 10, 2015.[17]

Despite the Walt Disney Company's 2012 purchase of Lucasfilm Ltd. and the release rights to all future Star Wars films, Fox was to retain original distribution rights to Star Wars: Episode IV A New Hope, which they co-produced and co-financed, in perpetuity in all media worldwide. Fox was also to retain theatrical, nontheatrical, and home video rights worldwide for the franchise's five subsequent films, which Lucasfilm produced and financed independently, through May 2020, at which time ownership was to transfer to Disney. This complex relationship between Fox and Disney, particularly in regards to Fox's perpetual rights to Episode IV, was to create an obstacle for any future boxed set comprising all nine films.[18] On December 14, 2017, The Walt Disney Company announced that it was acquiring most of Fox's parent company, 21st Century Fox, including the film studio and all distribution rights to A New Hope.[19] On March 20, 2019, the deal was officially completed.[20] On April 12, 2019, a Blu-ray box set containing the nine main instalments of the Star Wars saga remastered in 4K was reportedly announced to be in development for a 2020 release.[21]


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 time a Star Wars film has not had that distinction. The films that out-earned it were Spider-Man, Harry Potter and the Chamber of Secrets, and The Lord of the Rings: The Two Towers, all of which enjoyed a more favorable critical reception as well.

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.


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Legends organizations and titles

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Notes and references[]

  1. 1.0 1.1 This Week in Star Wars logo This Week! in Star Wars Mandalorian Season 2 Directors, We Celebrate a Birthday, and More! on the official Star Wars YouTube channel (backup link)
  2. The Star Wars Archives: Episodes I–III, 1999–2005
  3. Star Wars: Galactic Atlas
  4. Star Wars: Episode II Attack of the Clones
  5. SWInsider "Speaking Volumes" — Star Wars Insider 218
  6. The Tem Show - Star Wars (Episode) on www.nzonscreen.com (archived from the original on March 12, 2023)
  7. More Bizarre Episode II Rumors on www.theforce.net (December 17, 2001) (archived from the original on February 2, 2017)
  8. 8.0 8.1 Behind the 'N Sync cameos in "Episode II" by Fonseca, Nicholas on ew.com (June 3, 2002) (archived from the original on June 25, 2017)
  9. Move Over, Cantina Band: Here Come N'Sync by Davidson, Paul on www.ign.com (January 5, 2002) (archived from the original on April 5, 2016)
  10. 'Star Wars' Goes Pop: 'NSYNC Film Cameos For 'Episode II' by Dangelo, Joe on www.mtv.com (January 2, 2002) (archived from the original on February 7, 2020)
  11. N'Sync Not N'Star Wars After All by Davidson, Paul on www.ign.com (January 11, 2002) (archived from the original on September 30, 2018)
  12. Episode: 01.12.02 (9 of 13) on snl.jt.org (archived from the original on June 22, 2007)
  13. 'N Sync Cut from "Clones"? by Armstrong, Mark on www.eonline.com (January 10, 2002) (archived from the original on May 3, 2008)
  14. StarWars on location Video Archive on StarWars.com (content now obsolete; backup link)
  15. StarWars Homing Beacon #73 on StarWars.com (content now obsolete; backup link)
  16. StarWars Bring the Complete Collection Home: Star Wars: The Complete Saga on Blu-Ray on StarWars.com (content now obsolete; backup link)
  17. StarWars The Star Wars Digital Movie Collection Coming April 10 on StarWars.com (backup link)
  18. Tangled Rights Could Tie Up Ultimate 'Star Wars' Box Set (Analysis) by Masters, Kim on The Hollywood Reporter (October 30, 2012) (archived from the original on February 15, 2020)
  19. DisneyCompany-favicon The Walt Disney Company To Acquire Twenty-First Century Fox, Inc., After Spinoff Of Certain Businesses, For $52.4 Billion In Stock on The Walt Disney Company official website (backup link)
  20. Disney Closes $71.3 Billion Fox Deal, Creating Global Content Powerhouse by Georg Szalai, Paul Bond on The Hollywood Reporter (March 19, 2019) (archived from the original on June 11, 2020)
  21. Exclusive: Disney are working on a 4K Blu-ray box set for Star Wars: The Skywalker Saga (updated) on The Digital Fix: Film (April 12, 2019) (archived from the original on May 6, 2019)
  22. StarWarsDotComBlogsLogoStacked "Outlander Patron Roster" — Sompeetalay's Source BlogTim Veekhoven's StarWars.com Blog (backup link)
  23. Databank title Swan, Bultar in the Databank (content now obsolete; backup link)
  24. 24.0 24.1 StarWars Image Attack: Mirialan Master and Padawan on StarWars.com (content now obsolete; backup link)
  25. TwitterLogo Pablo Hidalgo (@pabl0hidalgo) on Twitter: "She's played by Natalie Lewis." (backup link)
  26. 26.0 26.1 StarWars The Force Runs Strong In This Family: Jett, Amanda & Katie on StarWars.com (content now obsolete; backup link)
  27. StarWars Image Attack: Club Zed on StarWars.com (content now obsolete; backup link)
  28. Dressing a Galaxy: The Costumes of Star Wars
  29. SWYTlogo Star Wars: Attack of the Clones 20th Anniversary Celebration | Star Wars Celebration Anaheim 2022 on the official Star Wars YouTube channel (backup link)

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