Star Wars: Episode II – Attack of the Clones (2002)


Star Wars: Episode II – Attack of the Clones is a 2002 American epic space-opera film directed by George Lucas and written by Lucas and Jonathan Hales.

It is the second instalment of the Star Wars prequel trilogy, the fifth film to be produced, and the second film in the “Skywalker saga”.

It stars Ewan McGregor, Natalie Portman, Hayden Christensen, Ian McDiarmid, Samuel L. Jackson, Christopher Lee, Anthony Daniels, Kenny Baker, and Frank Oz.

Set ten years after the events in The Phantom Menace, the galaxy is on the brink of civil war, with thousands of planetary systems threatening to secede from the Galactic Republic. After Senator Padmé Amidala evades an assassination attempt, Jedi apprentice Anakin Skywalker becomes her protector, while his mentor Obi-Wan Kenobi investigates the attempt on her life. Soon, the trio witness the onset of a new threat to the galaxy: the Clone Wars.


The Galactic Republic is threatened by a Separatist movement organised by former Jedi Master Count Dooku. Senator Padmé Amidala comes to Coruscant to vote on a motion to create an army to assist the Jedi against the threat. Narrowly avoiding an assassination attempt upon her arrival, she is placed under the protection of Jedi Knight Obi-Wan Kenobi and his apprentice Anakin Skywalker. The two Jedi thwart a second attempt on her life and subdue the assassin, Zam Wesell, who is killed by her employer, a bounty hunter, before revealing his identity. The Jedi Council instructs Obi-Wan to find the bounty hunter, while Anakin is tasked to protect Padmé and escort her back to Naboo, where he expresses his romantic feelings for her.

Obi-Wan’s investigation leads him to the mysterious ocean planet of Kamino, where he discovers an army of clones being produced for the Republic in a deceased Jedi’s name, with bounty hunter Jango Fett serving as their genetic template. Obi-Wan deduces Jango to be the bounty hunter he is seeking, and after a brief battle, places a homing beacon on Jango’s ship, the Slave I. Obi-Wan then follows Jango and his clone son, Boba, to the planet Geonosis. Meanwhile, Anakin is troubled by visions of his mother, Shmi, in pain and decides to head to Tatooine with Padmé to save her. Watto reveals that he sold Shmi to moisture farmer Cliegg Lars, who then freed and married her. Cliegg tells Anakin that she was abducted by Tusken Raiders weeks earlier and was likely dead. Anakin ventures out and discovers Shmi at the Tusken campsite, still barely alive, but she dies in his arms. Enraged, Anakin massacres the tribe. He later declares to Padmé that he will find a way to prevent the deaths of those he loves.

On Geonosis, Obi-Wan discovers a Separatist gathering led by Count Dooku, who is developing a droid army with Trade Federation Viceroy Nute Gunray. Obi-Wan transmits his findings to the Jedi Council, but is subdued by Separatist droids. Senate Representative Jar Jar Binks proposes a vote to grant emergency powers to Chancellor Palpatine, where the successful outcome allows the clone army to be authoriaed. Anakin and Padmé pursue to Geonosis to rescue Obi-Wan, but are captured by Jango. Dooku sentences the trio to death, but they are saved by a battalion of clone troopers led by Yoda, Mace Windu, and other Jedi. Windu beheads Jango during the ensuing chaos. Obi-Wan and Anakin intercept Dooku, and the three engage in a lightsaber battle. Dooku injures Obi-Wan and severs Anakin’s right arm, but Yoda intercepts and defends them. Dooku uses Force powers to distract Yoda and flees to Coruscant, where he delivers information for a super-weapon to his Sith master, Darth Sidious. As the Jedi acknowledge the beginning of the Clone Wars, Anakin is fitted with a robotic hand and secretly marries Padmé on Naboo with C-3PO and R2-D2 as witnesses.


  • Ewan McGregor as Obi-Wan Kenobi:
    • A Jedi Knight and mentor to his Padawan learner, Anakin Skywalker, who investigates the assassination attempt of Padmé which led him to discover the makings of a Clone Army.
  • Hayden Christensen as Anakin Skywalker:
    • A former slave from Tatooine and Obi-Wan’s gifted Padawan apprentice who is assigned to protect Padmé with whom he falls in love.
    • He is believed to be the “chosen one” of Jedi prophecy destined “to bring balance to The Force.”
    • In the 10 years since The Phantom Menace, he has grown powerful but arrogant, and believes that Obi-Wan is holding him back.
    • A large search for an actor to portray Anakin Skywalker was performed.
    • Lucas auditioned various actors, mostly unknown, before casting Christensen.
    • Among the many established actors who auditioned were Jonathan Brandis, Ryan Phillippe, Colin Hanks, and Paul Walker.
    • Leonardo DiCaprio also met with Lucas for the role, but was “definitely unavailable” according to DiCaprio publicist Ken Sunshine.
    • Co-star Natalie Portman later told Time magazine that Christensen “gave a great reading. He could simultaneously be scary and really young.”
  • Natalie Portman as Senator Padmé Amidala:
    • Former Queen of Naboo, who has recently been elected the planet’s Senator and Anakin’s love interest.
  • Ian McDiarmid as Chancellor Palpatine/Darth Sidious:
    • A former Galactic Senator from Naboo and secret Sith lord, who amasses vast emergency powers as the Chancellor of the Galactic Republic upon the outbreak of the Clone Wars.
  • Christopher Lee as Count Dooku/Darth Tyranus:
    • A former Jedi Master and former mentor of Obi-Wan’s late mentor Qui-Gon Jinn, who is now leader of the Separatist movement as Sidious’ new Sith apprentice and a suspect in Obi-Wan’s investigation.
  • Samuel L. Jackson as Mace Windu:
    • A Jedi Master sitting on the Jedi Council who warily watches the Galactic Senate’s politics.
  • Temuera Morrison as Jango Fett:
    • A bounty hunter who gave his DNA for use by the cloning facilities on Kamino for the creation of the clone army.
    • In addition to his wage, he requested an unaltered clone for himself to take as his son – Boba Fett.
  • Jay Laga’aia as Gregar Typho:
    • Padme’s newly appointed captain of security.
  • Frank Oz as the voice of Yoda:
    • A Jedi Grand Master of an unknown species. In addition to sitting on the Jedi Council, Yoda is the instructor for the young Jedi padawans.
  • Anthony Daniels as C-3PO:
    • A protocol droid for the Lars homestead.
    • Daniels also makes a cameo appearance as Dannl Faytonni: An attendee of the Coruscant Outlander Club who witnesses Anakin and Obi-Wan capturing Zam Wesell.
  • Kenny Baker as R2-D2:
    • An astromech droid, often seen on missions with Anakin and Obi-Wan.
  • Daniel Logan as Boba Fett:
    • Jango Fett’s clone and adopted son.
  • Leeanna Walsman as Zam Wesell:
    • A bounty hunter and partner of Jango Fett, who is given the task of assassinating Padmé.
    • Although her appearance is human, she is actually a shapeshifter.
  • Silas Carson as Nute Gunray and Ki-Adi-Mundi:
    • Gunray is the Viceroy of the Trade Federation, who attempts to assassinate Padmé as revenge for his loss against her people on Naboo.
    • Ki-Adi-Mundi is a Jedi Master and a member of the Jedi Council.
  • Ahmed Best as Delegate Jar Jar Binks:
    • A Gungan whom Padmé appoints Representative of Naboo.
    • Best also makes a cameo appearance as Achk Med-Beq: An attendee of the Coruscant Outlander Club who witnesses Anakin and Obi-Wan capturing Zam Wesell.
  • Jimmy Smits as Bail Organa:
    • Senator from Alderaan.
  • Oliver Ford Davies as Sio Bibble:
    • Governor of Naboo.
  • Rose Byrne as Dormé:
    • Handmaiden of Padmé.
  • Pernilla August as Shmi Skywalker:
    • Anakin’s mother.
  • Jack Thompson as Cliegg Lars:
    • Shmi’s husband, Owen’s father and Anakin’s stepfather.
  • Joel Edgerton as Owen Lars:
    • Anakin’s stepbrother on Tatooine.
  • Bonnie Piesse as Beru Whitesun:
    • Owen Lars’ girlfriend on Tatooine.
  • Andy Secombe as Watto:
    • Anakin’s former slave owner on Tatooine.
  • Ronald Falk as Dexter Jettster:
    • An old friend of Obi-Wan Kenobi who is a Besalisk and runs a diner on Coruscant.
  • Alethea McGrath as Jocasta Nu:
    • The Librarian who helps Obi-Wan gain information about Kamino.

E! reported that Lucas had asked NSYNC (an American boy band) to film a small background cameo appearance, in order to satisfy his daughters. They were subsequently cut out of the film in post-production. The end credits erroneously list Alan Ruscoe as playing Neimoidian senator Lott Dod. The character was actually another Neimoidian, played by an uncredited David Healey and voiced by Christopher Truswell.


  • Development of Attack of the Clones began in March 2000, some months after the release of The Phantom Menace.
  • The film relied almost solely on digital animatics as opposed to storyboards in order to previsualise sequences for editing early on in the film’s production.
  • By June 2000, Lucas and Hales completed a draft of the script, and principal photography took place from June to September 2000.
  • Principal photography occurred between 26 June 2000 and 20 September 2000 at Fox Studios Australia in Sydney.
    • Location shooting took place in the Tunisian desert, at the Plaza de España in Seville, London, China, Vancouver, San Diego, and Italy (Villa del Balbianello on Lake Como, and in the former royal Palace of Caserta).
  • At his own personal request, Samuel L. Jackson’s character Mace Windu received a lightsaber that emits a purple glow, as opposed to traditional blue and green for “good guys” and red for “bad guys”.
  • Reshoots were performed in March 2001.
    • During this time, a new action sequence was developed featuring the droid factory after Lucas had decided that the film lacked a quick enough pace in the corresponding time-frame.
    • The sequence’s previsualisation was rushed, and the live-action footage was shot within four and a half hours.
  • Because of Lucas’ method of creating shots through various departments and sources that are sometimes miles and years apart from each other, Attack of the Clones became the first film ever to be produced through what Rick McCallum called “virtual filmmaking”.
  • It was one of the first motion pictures shot completely on a high-definition digital 24-frame system.
  • On a budget of $115 million the film generated $653 million at the box office.

Star Wars Series

Production & Filming Details

  • Director(s): George Lucas.
  • Producer(s): Rick McCallum.
  • Writer(s): George Lucas and Jonathan Hales.
  • Music: John Williams.
  • Cinematography: David Tattersall.
  • Editor(s): Ben Burt.
  • Production: Lucasfilm Ltd.
  • Distributor(s): 20th Century Fox.
  • Release Date: 12 May 2002 (Tribeca Film Festival) and 16 May 2002 (US general release).
  • Running time: 142 minutes.
  • Country: US.
  • Language: English.

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