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Star Wars Episode II: Attack of the Clones

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Star Wars - Episode II Attack of the Clones (movie poster).jpg
Notice how Jango Fett takes up the center focus, even though he's not even the main character. (Anakin is.)
Directed byGeorge Lucas
Produced byRick "It's So Dense" McCallum
Written byGeorge Lucas
Jonathan Heils
StarringA Hollywood Prettyboy Whose Acting Career Barely Existed Before or After the Release of This Movie

Ewan McGregor
That Girl Who Shaved Her Head in V for Vendetta
Nope, Still Totally Not Darth Sidious, Quick Look Over There!
Samuel L. Jackson
Christopher Lee
George Lopez
Antwan Danyells
A Midget

Frank Oz
Music byJohn Williams
CinematographySony CineAlta HDW-F900
Edited byBen Burtt, who should probably stick to sound effects
Distributed byLucasfilm
Release date
May 16, 2002
Running time
Long as shit, to the point where audiences fell asleep by the big Geonosis battle
BudgetAt least a dollar, judging by the extravagant CGI explosions, but possibly less considering the maclunkey dialogue
Box office484.4 million grains of sand

Star Wars Episode II: Attack of the Clones is a 2002 American epic space opera film directed by George Lucas. It is the fifth film to be released in the Star Wars saga, the second of the prequels, the second in terms of the series' internal chronology, and the first in terms of everyone finally admitting that the series had lost it.

Set in 22 BBY,[1] ten years after that disappointing first prequel, the galaxy is now on the brink of civil war. Under the leadership of Sith Lord Count Dracula Dooku, thousands of stellar systems threaten to secede from the Galactic Republic (yes, all at the same time). When an assassination attempt is made on Senator Padmé Amidala, whiny teen Jedi apprentice Anakin Skywalker is assigned to protect her, whilst also taking a break from his duties to learn about the ways of reproduction. His often-bitched-at mentor, Obi-Wan Kenobi, goes on a wild goose chase investigating the assassination attempt. Our three heroes are soon drawn into the belly of the beast and the beginning of a new threat to the galaxy: the Clone Wars.

Lucas created Attack of the Clones with the intention of being "so dense, every single image has so many things going on." Rather than do the whole thing himself like last time, he got solicited writing help from a bounty writer called Jonathan Hales, thus giving us the keys to every woman's heart such as "I don't like sand" or "I wish that I could just wish away my feelings." It was the first motion picture to be shot completely on a high-definition digital 24-frame system, and therefore have a less fuzzy picture quality than The Phantom Menace, though this didn't improve the cheesy dialogue in the slightest.

Attack of the Clones received mixed reviews, with many groaning at its proto-Tommy Wiseau loveless story between Anakin and Padmé, Spy Kids-esque overused CGI, and Anakin being written as an unsympathetic woman/child-killer, but it also had eye candy action scenes, cool villains, and an Obi-Wan detective story, so audiences couldn't complain too much. It was also the first Star Wars film to be internationally out-grossed upon release; Spider-Man, Harry Potter and the Chamber of Secrets, and Lord of the Rings: The Two Towers all had higher receipts that year, as well as actually being good movies. Lucas is currently developing a weapon the size of a small moon to destroy the rebel scum who went to see these films, rather than his own.


Ten years have passed since the invasion of Naboo, and the Galactic Republic is in crisis. In a bid to completely bore moviegoing audiences with a misplaced subplot about politics, renegade Jedi Master-turned-Sith Lord Count Dooku has organized a Separatist movement against the Republic known as the Confederacy of Independent Systems, making it difficult for the Jedi to maintain the peace. As history has taught us before, a house divided does not stand on chicken-walker mech legs, nor hover off the ground, and force must be used against those who try to leave. This ideology is put to the test when the Senate contemplates creating an army to assist the Jedi,[2] prompting Senator Padmé Amidala, former pale Queen of Naboo, to return to Coruscant to vote on the matter. Upon her arrival, her unpatriotic new bodyguard Captain Typho stupidly comments that he knew nothing would happen, and that there's no need to up the defense budget. This pretty much asks for a bomb to explode. Padmé's body-double Cordé is killed in the explosion, having served her purpose in the plot, while Padmé herself narrowly escapes, and reprimands the bodyguard for being such a dumbass. Security just hasn't been the same since ol' Captain Panaka left.

According to Obi-Wan in A New Hope, Anakin was supposedly "a good friend". Yet in Attack of the Clones this is the only scene in the whole movie where they aren't at each other's throats.

Supreme Chancellor Sheev Palpatine assigns Jedi Knight Obi-Wan Kenobi and his Padawan Anakin Skywalker to protect Padmé from more attempts on her life. The two's relationship is strained; Anakin has grown powerful but arrogant over the past decade, and believes that Obi-Wan is holding him back. In reality, Anakin is in need of a good slap, or at least an acting coach and a better screenwriter. Anakin has also grown troubled with recurring dreams about his mother Shmidt, but Obi-Wan brushes off his apprentice's concerns with a mere "Dreams pass in time"; Anakin says he'd much rather dream about Padmé, as he finds just being around her intoxicating. That night, Padmé sleeps in her apartment bedroom filled with windows overlooking a city skyline with a thousand possible places for a sniper. Just like Padmé's last bodyguard, Obi-Wan slips up and invites another attempt on the Senator's life by assuring Anakin they have nothing to worry about, as R2-D2 is keeping a close eye on her; apparently they are unaware that R2's vision is actually sound-based. The assassin's probe droid cuts open the window with a laser then drops poisonous centipedes that sneak up on Padmé in her sleep, but the Jedi save her at the last minute, fortunate that their enemies have no common sense.

Through his detective skills, Obi-Wan negotiates the offer of death sticks with Elan Sleazebaggano.

Obi-Wan smashes out the window onto the droid which can fortunately carry his weight and doesn't self-destruct to hide evidence of there being an assassin. After a long, boring chase across the bluescreen city, where the two Jedi get zapped by power couplings, leap atop hovercars, and run through a nightclub, they subdue the assassin, Zam Wesell, a reptilian shape-shifter who feels the need to wear a mask that makes her more identifiable. She ambushes Anakin rather than escape and has her arm chopped off by Obi-Wan, kinda like the Cantina scene in A New Hope, as Anakin flashes his badge and tells folks the show's over. After being dragged outside for questioning, she is then killed by her mysterious employer with a toxic dart the exact second before she reveals vital information, but her terrible fashion choices as a mysterious rogue would have gotten her killed soon anyways. The bounty hunter then flies off a couple of feet and disappears offscreen where the Jedi can no longer sense him.

Returning to the Jedi Temple, Obi-Wan is assigned to play detective and investigate the identity of the assassin's killer, while Anakin is assigned to play bodyguard for a girl he has the hots for as he escorts and accompanies Senator Amidala to her homeplanet of Naboo, just in time for the cherry blossoms to bloom. Obi-Wan takes the toxic dart to the Jedi Archives, but the analysis droids are unable to identify it. He then receives a hot meal and a hot tip from Dexter Jettster, a local smuggler lying low working in a '50s diner, who has a frog-like neck goiter similar to George Lucas's. Dex identifies the dart as a saberdart from Kamino, a planet he had experience delivering Bantha burgers to; unfortunately, the Archives once again prove to be worthless when Obi-Wan finds they have no record of Kamino. Kenobi is also told by librarian Jocasta Nu of Count Dooku, an ex-ace student from the Jedi Academy who went over the edge and started taking the law into his own hands, and may or may not have something to do with Kamino not being in the Archives. Officer Obi-Wan's investigation hits a dead end until he meets up with police chief Yoda while he trains Younglings. There, a wonderful-minded child detective reminds the dumb adults of the gaping holes in the Jedi Archives' cybersecurity network, indicating that someone must've erased the planet's data.[3] Kenobi decides to follow the instructions that Dexter gave him – "beyond the Outer Rim, twelve parsecs from the Rishi Maze" – to find this "missing planet".

The first Emperor's army of kiln troopers

Padmé informs Naboo's new queen Apailana that the Senate is on the payroll of the Commerce Guilds who can provide the Separatists with an army; you see, everyone is a draft dodger who just flies off into space. In addition, Trade Federation CEO Nute Gunray got only a couple months jail time, a small fine, and a light slap on the wrist for the Naboo invasion ten years prior.[4] Meanwhile, Obi-Wan travels to the remote planet of Kamino, a dreary rainy orphanage world ruled by anorexic albino aliens, with furniture made out of fluorescent lights due to a wood scarcity. Channeling the Force to maximize his improvisational skills, he manages to get a free tour from head albino Lama Su, who reveals that an army of disposable clone troopers drafted from birth is being secretly produced for the Republic – a bit like if Willy Wonka invited you to his factory, then revealed someone had ordered a million dollars worth of slave-made chocolate in your name. The private military contractors thus convince Obi-Wan that the drone clone program will mean battles can be fought without worrying about how many widows and orphans it will produce back home. This army was preordered by obscure Jedi Master Sifo-Dyas shortly before he died ten years ago, around the same time Palpatine was elected Chancellor, which seems odd to Obi-Wan, but you never look a gift horse in the mouth, unless it's giant and made of wood.

Anakin, who has fallen in love with Padmé, relishes the opportunity on Naboo to spend time with and perv on her although he knows he's breaking the Jedi Code, as it forbids attachment. Padmé also resists her feelings toward him, despite being a tease and wearing increasingly more revealing dresses while visiting exotic locations and rolling down hills with him, just to send conflicting signals. They first visit her parents' house (which, as the witness relocation program tells them, is the best place to hide) to meet the parents and have dinner, where Padmé tells Anakin of her love of humanitarian work helping little green alien children. Next they visit the Lake Country, where she tells him of her fetish for glassware, and they kiss but she pulls out halfway through, saying she shouldn't have done that. Still, not even Yoda knows how she managed to resist this gem from Anakin:

*sad R&B version of "Across the Stars" plays* "You're tearing me apart Lisa Padmé!"

In fairness, Padmé's no Shakespeare either:

Obi-Wan then meets with bounty hunter Jango Fett, the template for the clones, and after noticing his closet contains the same armor that the assassin was wearing, begins to suspect that Jango could be the killer he's looking for. He questions Fett if he knows who Sifo-Dyas is, and if he was the Jedi who hired him for the job; Fett denies this and says he was hired by a man named "Tyranus" on one of the moons of Bogden, after winning a secret underworld fighting tournament that he didn't know he was in. Fett is also asked if he's ever made his way "as far into the interior" as Coruscant, which he also denies, since Kenobi technically didn't clarify what interior. Good cop Obi-Wan walks off, feeling there's something more to Jango's fishy story. Meanwhile on Naboo, Anakin and Padmé frolic in the pastoral fields surrounded by grassy knolls for an assassin to hide, playing truth or dare in-between Anakin hating on politicians and praising dictatorships, then ride on some giant tick–cows. They spend the evening eating CGI pear slices, as Anakin complains that his grumpy boss gives him too many hours for a relationship to work and company policy allows for no maternity leave. Later that night, at the fireplace, Anakin tells Padmé that he's going into withdrawal symptoms from the kiss that she should not have given him. In other words, he's addicted to her, and this somehow doesn't alarm her in the slightest.

Obi-Wan relays his information to Masters Yoda and Mace Windu, asking who they think this mysterious Sifo-Dyas is and what Master Anna-Gram thinks of it. The Holy Man is instructed to bring Jango to the precinct on Coruscant for further questioning, where Windu hopes he can Force-punch some inadmissible evidence and a confession out of the bounty hunter.[5] Agent Obi-Wan: FBI heads over to a landing platform where Jango is preparing for takeoff, yells "JEDI! Don't move!" and engages in a shootout at high tide with the bounty hunter. During the fight, Sheriff Kenobi gets yanked off the platform by Jango's grappling hook, and is nearly washed up by the CGI waves beating against the stilts of the cloning rig; luckily, he lands on a lower walkway and uses a fire exit to get back up to Jango's level. Unfortunately, by the time Obi-Wan returns, Fett lifts off with his son/unaltered clone Boba; luckily, he is able to track the two by tossing a homing beacon on Fett's ship, the Love-Slave I, and is in hot pursuit.

On Naboo, Anakin has yet another nightmare, which Jedi allegedly aren't supposed to have, about his mother being in grave danger. Using the smooth skills that he demonstrated with the sand pickup line, Anakin convinces Padmé to accompany him to Tatooine to save the mother he'd forgotten that he'd abandoned to slavery. In the gangster slug-infested neighborhood of Mos Espa, he finds out that his hook-nosed former slavemaster, Watto, sold her a couple years back to a moisture farmer by the name of Cliegg Lars on the other side of Mos Eisley, who surprisingly freed the old girl, married her, and took good care of her. At the Lars family homestead, Anakin reunites with his boyhood ragdoll droid C-3PO, who has been given a silver patchwork plating. It is also here that Anakin discovers the biggest future plothole in Star Wars, as his stepbrother Owen seems to have forgotten owning 3PO by the time he reobtains him in A New Hope.[6] Anakin learns from the Larses that Shmidt was stolen by Tusken Raiders in a space Indian raid, and everyone they sent to rescue her never returned. Anakin decides to go find Shmidt on his own, sacrificing himself for his mom in a rare moment of caring for someone other than himself, and gets coordinates from Jawas that lead him to the Tusken camp. After he finds Shmidt miraculously alive in a tent, albeit heavily abused and bruised, she decides that she can no longer hold on to her life and dies in his arms tonight. Anakin then goes Vietnam on those Tusken bastards, and slaughters the entire camp – women, children, even the Bantha. Luckily those dirty Force-forsaken Sand People weren't even human anyways, so Padmé doesn't care when Anakin takes his first baby steps towards galactic genocide, saying that "To be angry is to be human." Anakin promises Padmé he will become the Most Powahful Jedi Ever and find a way to save other loved ones from dying in the future somehow, then somberly attends Shmidt's funeral.

The sound of Jango's seismic charges. Nice.

Meanwhile, Obi-Wan and Jango play a game of explosive tag in the asteroid rings of Geonosis; they say truth is the first casualty of war, but for Star Wars it's logic, as sonic bombs explode in space and Jango rapidfires a million laser blasts at Obi-Wan but still manages to miss; apparently the stormtroopers cloned from him inherited his bad aim, as well as his head-bumping-on-the-ceiling tendencies. Obi-Wan then goes CIA and wants to play spy, heading down to the blaster-loving Lone Star Outer Rim desert world to topple its democratically-elected government. On the surface he is welcomed by attacking dog-sized lizards, before going off to spy on troop formations with his binoculars. He then discovers a Separatist gathering lead by Count Dooku, alias Darth Tyranus (shocker!), who Kenobi learns is developing a battle droid army with Trade Federation Viceroy Nute Gunray to make the Republic their bitch. The Separatists are in violation of the Senate Arms Treaty, and will declare their independence from the Republic that somehow oppressed them by committing treason. When Obi-Wan calls Anakin to tell him to retransmit his information to Coruscant with his closer signal, he is suddenly captured and cut off mid-transmission.

Anakin, who previously had his comlink turned off while poorly attempting to get laid, instead uses the holographic answering machine on Padmé's chrome starfighter to view Obi-Wan's message. Anakin then relays the information to Coruscant and Master Windu warns him not to go to Geonosis, as it will bring the Senator into further danger. In Padmé's absence, her Senate backup Jar Jar Binks convinces his dellow felegates that the only way to get any paperwork done and approve that clone army is by granting the Chancellor emergency powers, to preserve the unity of the Republic against oligarchs. Meanwhile, while holding Obi-Wan hostage, Dooku, in true Bond Villain fashion, explains all his evil plans by revealing that it was he who ordered Padmé's assassination, and that the Republic is in fact controlled by a Sith Lord named Darth Sidious, who is obviously NOT Chancellor Palpatine or the mysterious manipulator Sifo-Dyas who gifted them a clone army as a Life Day present. After much nagging by Padmé, Anakin disobeys the strict orders he was given and goes with her to Geonosis to rescue Obi-Wan, with C-3PO and R2-D2 tagging along. There, the two hawk and dovish lovebirds go on a cartoonish romp through an ACME droid factory, and Padmé demonstrates her own superhuman reflexes as she avoids being crushed to death on a bluescreen assembly line. Threepio follows R2 into the factory, where R2 dickishly nudges Threepio off the opening platform, then flies around with rocket boosters that he never had in the original trilogy. C-3PO lands on the conveyors and engages in all kinds of wacky slapstick, having his head whacked off and temporarily reattached to the torso of a battle droid. Anakin and Padmé are rather quickly captured by Jango Fett due to not actually bothering to come up with a rescue plan, having bickered instead of sneaking; Jango chooses to bring them in alive even though it was originally his job to kill Padmé.

Yowza, that midriff! Excuse me, I need to go ... meditate.

Anakin and Padmé are given a show trial for espionage in Dooku's kangaroo court, with no one believing that they came here for the humanitarian work of building wells and schools for the Geonosian grasshopper people. They are then sentenced to death in a sacrificial gladiatorial arena, chained to pillars and pitted against savage CGI creatures for the amusement of the Geonosians and their dark side missionary priest; Obi-Wan sarcastically thanks Anakin and Padmé for an excellent rescue. Anakin is pitted against a roosterrhinoceros, Obi-Wan faces a praying mantis, and Padmé fends off a kittylizard; the three manage to hold their own leaping around like tethered dogs, avoiding the fatal blows of their furry foes. Preparing for what could be their final moments, Padmé gnaws off her handcuffs and decides that if she survives this, she wants to get laid, and will even sink so low as to do it with someone as socially inept and emotionally volatile as Anakin. Anakin jumps for joy with the strength of ten horny teenagers, and in a stroke of luck, has the rhino–rooster ram itself into his pillar thus detaching his chains. He then hitches a ride on the rhino–rooster, taming it with his chains, then tramples over the kitty–lizard and has Padmé and Obi-Wan hop onto his ride. The Separatists, noticing things aren't going how they're supposed to be, send droidekas in to eliminate their prisoners.

It is at that moment that Motherfucking Jedi Master Mace Windu arrives with a Jedi SWAT team to defend Anakin, Obi-Wan, and Padmé, allowing them to go into full-blown aggressive negotiations as the Separatists' battle droids also swarm in. Influenced by his battle droid torso's destruction-inclined programming, the etiquette-programmed Threepio reluctantly fires at the Jedi dogs and tells them to die, then gets his head Force-pushed off the droid's body by Kit Fisto and his signature smile. When Windu is ambushed by a rooster-headed monster and drops his lightsaber, Jango flies down into the arena to grab the shiny colorful prize, but Windu Force-pulls back his lightsaber right as Jango lunges for it. The rooster beast then roars and tramples all over Fett, damaging his jetpack, but he manages to one-shot kill it with his blaster. Looking behind himself with no means of escape, Jango notices Windu and fires his blaster, but Mace engages and rather quickly decapitates Fett in one of Star Wars's many anti-climactic battles. Exterminator Obi-Wan re-encounters his praying mantis foe, but manages to defeat it by chopping off his legs and, if that weren't cruel enough, slicing through the the poor thing's torso and stabbing him in the head. After the Senate has finally paid off that huge bill for the order of clones, delivered to their doorstep like a million crank-called pizzas, Yoda arrives with the clone cavalry and orders them to "Around the survivors, a perimeter create." The clone gunships collect the surviving Jedi Sheriffs, while Dooku flees the arena on his speeder. After having his head dragged through the sand by R2, which is such a drag, Threepio's head is reattached to his normal body, right after the party has ended and everyone else left (everyone, that is, except poor Boba, who's grieving over his buckethead father's death).

Dooku, with his powerful mime lighting and head CGI-pasted onto the body of a younger stunt double, battles Yoda, who puts on his best CGI-enhanced Sonic the Hedgehog impression as he bounces around like a pinball.

Dooku gallops off to a secret hangar that Padmé somehow knows he's going to make his escape from with her precognitive power to advance the plot more quickly. She, Anakin, and Obi-Wan pursue him in a dropship, but she drops out of it during the bumpy ride rocked by CGI explosions. Anakin yells for them to go back and rescue her, but Obi-Wan reprehends his Padawan and asks if he wants to be expelled from the Jedi Order for being a badass loose-cannon cop over the edge, to which he sheepishly declines. The Jedi arrive at the hangar and engage Dooku in a lightsaber duel; while they could have easily taken him together, Anakin fucks up and is knocked out by the Count's easily-blockable Force lightning. Obi-Wan is left to fight on his own, meaning he may as well be fighting a Grue, and surprisingly fucks up as well. Dooku is about to deliver a killing blow when Anakin, waiting for a dramatic point to return to the fight, recovers from the electrical burns and dramatically returns to battle, only to fuck up again and get his right arm cut off. Finally, Yoda arrives to cut through the BS and sort Dooku out; the two CGI-enhanced senior citizens clash blades with the speed of lightning and the crackling of arthritic joint pain as Yoda flips through the air, his cane apparently just an insurance scam. Outnumbered and outclassed, Dooku collapses a pillar over Anakin and Obi-Wan, who are unfortunately too lazy to move out of its way. Yoda, out of a misplaced sense of integrity, stops to save their lives while Dooku escapes.

Dooku flies over to The Works, the industrial section of Coruscant, to secretly report to his master Darth Sidious that everything went exactly according to plan, having pulled more punches and taken more dives than a professional wrestler or a crooked boxer. He also gives Sidious the holographic blueprints for the Death Star, the CIS's secret weapon equipped with a superlaser capable of annihilating their enemy's headquarters on Coruscant. The Jedi are now uncertain of what will become of the Republic, with Obi-Wan and Mace having developed the thousand-light-year stare, gazing ominously into the Coruscant sunset greensceen to emphasize how much they are worried. Yoda declares that "Begun, the Clone War has," having started the War of Republic Aggression against the Separatists and dooming billions to their deaths over the lives of three hostages, in what history will remember as Yoda's Iran Contra. Meanwhile, Anakin secretly marries Padmé on Naboo with R2-D2 as C-3PO as the sole witnesses, making him the only Jedi in the Clone Wars with anyone to write home to. He doesn't bother trying to reattach or patch his right arm using cloned flesh and instead gets a new cybernetic one; Padmé enjoys the arm very much on her wedding night. Like all true love in fairytale romances, the two lived happily ever after; The End. or is it?

I suppose they could've gotten someone dumber to play Padmé after all.

Cast and characters

  • A Hollywood Prettyboy Whose Acting Career Barely Existed Before or After the Release of This Movie as Anakin Skywalker: Portraying Darth Vader during his whiny adolescent period would be a stretch for many young actors, but this relative unknown was at least a step up from the annoying little kid who played Anakin in the previous movie.
  • Ewan McGregor as Obi-Wan Kenobi: The audience totally believes that ten years have passed because he has a beard now. And this year's nominees for the Best Alec Guinness Impersonator include ...
  • That Girl Who Shaved Her Head in V for Vendetta as Padmé Amidala: Dating Anakin emotionally scarred her to the point of getting a degree in psychology from all the therapy she needed. Showing more skin now that she's over 18 totally makes her look ten years older; ask a high school student that has tried to buy booze if that works.
  • Samuel L. Johnson as Mace Windu: The only black guy in the galaxy other than Lando Calrissian.
  • Christopher Lee as Count Dracula Dooku: A former Jedi who was once Qui-Gon's master, but could not turn him to the vampire dark side of the Force.
  • George Lopez as The Assassin with No Name: Well, he's actually named Jango Fett, but Lucas wanted to base him on Clint Eastwood's famous Western character, The Man with No Name. He appears to have failed on a very fundamental level.
  • Daniel Logan as Boba Fett: Jango's son, who is cloned from his father's DNA. After witnessing his father being decapitated by Motherfucking Mace Windu, Boba is traumatized. He develops a fear of all Jedi, and has recurring nightmares into his adult life of them coming to chop his head off.
  • Antwan Danyells as C-3PO: Anakin's prissy British protocol droid, who replaces Jar Jar as this movie's comic relief. Thank The Maker.
  • A Midget as R2-D2: Padmé's trusty astromech droid. He is seen being able to fly via rocket boosters, despite not having this power in the original trilogy.
  • Frank Oz as Yoda: A green midget who flips around with a lightsaber, totally betraying his original characterization as seen in The Empire Strikes Back.
  • Nope, Still Totally Not Darth Sidious, Quick Look Over There! as Supreme Chancellor Sheev Palpatine: My guess is he's saving up all his overacting until the next movie.
"See, we're gonna make the whole movie in this room on one computer. The computer is the key to all this. It's gonna be great, like poetry."


After the mixed critical response to The Phantom Menace, Lucas was hesitant to show his face in public for a number of years. However, he was eventually lured out of the hole he had hidden in by the offer of huge wads of money. Reluctant to – or possibly incapable of – coming up with an original thought, he instead turned back to the massive mind-dump of ideas he had hastily sketched out whilst making the original trilogy. Amongst the pile of notes, he found a random reference to a "clone war" that he had added to the script of renowned British actor Sir Alec Guinness, much to his distaste. Lucas, having already exhausted his ideas covering an army of robots, decided that the central plot would be a convoluted ramble about an army of clones, standing in for the Germans fed to the gears of Allied war machines in WWI, as well as an origin story of whatever the hell stormtroopers are supposed to be.

Strapped for ideas, George sat down and watched a Ridley Scott movie marathon, his popcorn-filled jaw dropping in awe at the sights of: a sprawling cityscape filled with flying cars (Blade Runner), political intrigue in a colosseum (Gladiator), Ewan McGregor in a daring air rescue (Black Hawk Down), and a policeman in a forbidden romance with the woman he's protecting (Someone to Watch Over Me). Lucas then took all these disparate plot threads together and wove them into a tapestry of cinematic mastery. George took on a heavy '50s influence for this installment, i.e. the Obi-Wan detective story was akin to a film noir, Anakin and Padmé's "romantic" dialogue harkened back to the regal dialogue of Golden Age Hollywood, Dexter Jettster's '50s diner was a dead ringer for American Graffiti, and the title Attack of the Clones sounded like a disease mixed with a campy '50s B-movie, thus making the movie seem more fun than it actually was. Working titles for the film were Star Wars Episode II: The Clone Wars, Star Wars Episode II: Send in the Clones, Star Wars Episode II: Attack of the Gnomes, Star Wars Episode II: The Shroud of the Dark Side, Star Wars Episode II: The Approaching Storm, and Star Wars Episode II: Jar Jar's Great Adventure.

Like The Phantom Menace, Attack of the Clones furthered Hollywood's transition into the clean, soulless, cheesy assembly-line "digital age", this time with the use of a 24-frame digital camera. These cameras enhanced every single image, making them densely-packed like a baroque oil painting. The cameras record in pristine 60FPS, making movement super-smooth and resemble that of a video game. Producer Rick McCallum attempted to persuade movie theaters to hand out "Dense-O-Vision" 3D glasses for viewing of Episode II, but few of them ultimately did.

The soundtrack to Attack of the Clones was composed, conducted, and spiced up by maestro John Williams and his London Symphony Orchestra, known for composing the music to all the other mainline Star Wars movies. Like The Phantom Menace, the soundtrack was one of the few indisputably good things about the movie. It rehashes "The Imperial March" from the far-superior film The Empire Strikes Back, for the scenes where Anakin screams about how he killed women and children and how Obi-Wan's jealous of his supa-fly Jedi skillz. The movie's "love" theme, "Across the Stars", is actually quite nice, but is sadly ruined as it plays over Anakin and Padmé's dialogue that's more wooden and filled with false promises than Pinocchio's nose.

The film was widely praised by critics for addressing head-on the horrors of war and the ability of conflict to permeate social strata: from opulent intergalactic senators and aloof wizard priests down to disposable clone soldiers.


Just like its predecessor, Attack of the Clones received mixed reviews. Review aggregator website Rotten Tomatoes reported a 66% approval rating, with the general consensus being "At least it wasn't Episode I." On Metacritic, the film holds a score of 54 out of 100, which indicates "Oh, not good."

Numerous critics slaughtered the movie like an animal, characterizing the dialogue as "stiff", "flat", or "rough, coarse, irritating, and gets everywhere". The acting, particularly Christensen's portrayal of Anakin as a celibate whiny psycho killer, was also disparaged. Roger Ebert, who had previously offered scant praise towards all the previous Star Wars films, gave Episode II a minus-2 out of 4 stars, noting: "As someone who sat through the earlier films, I was amazed, at the end of Episode II, to realize that I had not heard one line of quotable, memorable dialogue, or one single plot line that wasn't just the worst kind of hackneyed cliché. Surely audiences weren't seduced and stupefied by an endless stream of senseless CGI violence, and they won't get fooled again into lining up for a second helping of this Bantha poodoo." Leonard Maltin, who also mildly enjoyed the previous installments, awarded this endeavor 1 star out of 4; he cited an "overly-dense story" as a reason for his disenchantment, and added: "Every single image had way too many things going on." Ewan McGregor referred to the final duel against Dooku in the film as "maclunkey", when comparing it to the much more extravagant wrist-twirling Anakin vs. Obi-Wan dance duel in the then-upcoming Revenge of the Sith.

Despite this, some fans and critics were paid off by Lucasfilm to give a positive review thought the movie was ok. Many were relieved that Jar Jar Binks had only a minor role; his wacky '30s Jamaican butler caricature antics as seen in The Phantom Menace were removed, with the reliably prissy and bumbling C-3PO replacing Binks as the movie's comic relief/slapstick.'s James Bertinernie gave a positive review, stating that: "In a time when, more often than not, sequels greatly disappoint, it's refreshing to uncover something this high-profile that is only mildly disappointing."

The Academy Awards presented Attack of the Clones with a nomination for George Lucas in Best Overdone CGI at the 2003 Academy Awards, but lost to Lord of the Rings: The Two Towers. In contrast, the film also received seven nominations from the Golden Raspberry Awards for Worst Picture, Worst Director (George Lucas), Dumbest Screenplay (George Lucas), Worst Supporting Actor (Hayden Christensen), Worst Supporting Actress (Natalie Portman), Worst Teen Angst "Forbidden Love" Couple ("Mannequin and Padummy"), and Worst Prequel, Remake, Rip-off or Sequel. Lucas took home two Razzies for Worst Screenplay, slightly upset at first, but quickly cheered up after bathing in his swimming pool full of money while hugging his Jar Jar plushie.


  1. Time in the Star Wars universe is reckoned using as a basis the exact moment in A New Hope when the stormtrooper entering the control room on the Death Star bangs his head on the door and yells. Using this system, events occurring before this moment are designated BBY (before bang/yell), and events after ABY.
  2. Apparently ten thousand space monk-cops armed with laser-batons wasn't good enough to keep the peace.
  3. George Lucas planned to address this plot point in Revenge of the Sith, but excised it from the final version of the film, instead choosing to focus more on Anakin slaughtering Younglings and choking his pregnant wife.
  4. It sure was smart of Gunray not to say anything in prison or fork over the holographic recording of his meeting with a hooded figure who the Jedi Crime Lab would confirm looks and sounds just like the Chancellor.
  5. And afterwards, deport him back to his alleged homeworld of Mandalore to stand trial with tribal authorities, if nothing else for stealing one of their ancestral helmets; if this bounty hunter is indeed a Mandalorian. That, or send Fett to wherever it is the Republic is supposed to send nomadic peoples in space who aren't citizens of anywhere; the Jedi sheriffs normally just make it the grave.
  6. That's like someone rebuying their first bicycle and not remembering it.
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