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Star Wars Episode II: Attack of the Clones

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Star Wars: Episode II – Attack of the Clones
Star Wars Episode II Attack of the clones.jpg
"I don't like sand. It's course and rough and irritating... and it gets everywhere..."
Genre: Science-fiction
Directed By: George Lucas
Produced By: Rick McCallum
Written By: George Lucas
Jonathan Hales
Starring: Ewan McGregor
Natalie Portman
Hayden Christensen
Ian McDiarmid
Samuel L. Jackson
Christopher Lee
Temuera Morrison
Anthony Daniels
Kenny Baker
Frank Oz
Cinematography: David Tattersall
Distributed By: 20th Century Fox
Release Date: May 12, 2002 (Tribeca)
May 16, 2002 (United States)
Runtime: 142 minutes
Country: United States
Language: English
Budget: $115 million
Box Office: $653.8 million
Prequel: Star Wars: Episode I – The Phantom Menace
Sequel: Star Wars: Episode III – Revenge of the Sith

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. The sequel to The Phantom Menace (1999), it is the fifth film in the Star Wars film series to be released and the second chronological chapter of the "Skywalker Saga". The film stars Ewan McGregor, Natalie Portman, Hayden Christensen, Ian McDiarmid, Samuel L. Jackson, Christopher Lee, Anthony Daniels, Kenny Baker, and Frank Oz.

The story is set ten years after The Phantom Menace, as thousands of planetary systems slowly secede from the Galactic Republic and join the newly-formed Confederacy of Independent Systems, led by former Jedi Master Count Dooku. With the galaxy on the brink of civil war, Obi-Wan Kenobi investigates a mysterious assassination attempt on Senator Padmé Amidala, which leads him to uncover a clone army in service of the Republic and the truth behind the Separatist movement. Meanwhile, his apprentice Anakin Skywalker is assigned to protect Amidala and develops a secret relationship with her. Soon, the trio witnesses the onset of a new threat to the galaxy: the Clone Wars.

Development of Attack of the Clones began in March 2000, some months after the release of The Phantom Menace. By June 2000, Lucas and Hales completed a draft of the script, and principal photography took place from June to September 2000. The film crew primarily shot at Fox Studios Australia in Sydney, Australia, with additional footage filmed in Tunisia, Spain, and Italy. It was one of the first motion pictures shot completely on a high-definition digital 24-frame system.

The film was released in the United States on May 16, 2002. It received mixed reviews, with some critics hailing it as an improvement over its predecessor The Phantom Menace and others considering it the worst installment of the franchise. The film was praised for an increased emphasis on action, visual effects, musical score, and costume design, but criticized for the screenplay, Christensen's performance, romantic scenes, and underdeveloped characters. It performed well at the box office, making over $645 million worldwide; however, it became the first Star Wars film to be outgrossed in its year of release, placing third domestically after Spider-Man and The Lord of the Rings: The Two Towers and fourth-highest-grossing worldwide after the latter two films and Harry Potter and the Chamber of Secrets.[1] Revenge of the Sith (2005) followed Attack of the Clones, concluding the Star Wars prequel trilogy.


In the year 22 BBY (Before the Battle of Yavin), ten years after the events of The Phantom Menace, a separatist movement led by Count Dooku poses new threats to the peace of the galaxy. Senator Padmé Amidala returns to the Senate to vote on the creation of a clone army to assist the Jedi. Anakin Skywalker, along with his master Obi-Wan Kenobi, must find answers, while at the same time, he begins a relationship with Padmé.



After the mixed critical response to The Phantom Menace, Lucas was hesitant to return to the writing desk. In March 2000, just three months before the start of principal photography, Lucas finally completed his rough draft for Episode II. Lucas continued to iterate on his rough draft, producing a proper first and second draft. For help with the third draft, which would later become the shooting script, Lucas brought on Jonathan Hales, who had written several episodes of The Young Indiana Jones Chronicles for him, but had limited experience writing theatrical films. The final script was completed just one week before the start of principal photography.

As an in-joke, the film's working title was Jar Jar's Great Adventure, a sarcastic reference to the negative fan response to the Episode I character.

In writing The Empire Strikes Back, Lucas initially decided that Lando Calrissian was a clone and came from a planet of clones which caused the "Clone Wars" mentioned by Obi-Wan Kenobi in A New Hope; he later came up with an alternate concept of an army of clone shocktroopers from a remote planet which were used by the Republic as an army in the war that followed.


Principal photography occurred between June 26, 2000, and September 20, 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".[2] 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 previsualization was rushed, and the live-action footage was shot within four and a half hours.[3] 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".[3]

Like The Phantom Menace, Attack of the Clones furthered technological development, effectively moving Hollywood into the "digital age" with the use of the HDW-F900, developed by Sony and Panavision, a digital camera using an HD digital 24-frame system. This spawned controversy over the benefits and disadvantages of digital cinematography that continues as more filmmakers "convert" to digital filmmaking while many filmmakers oppose it. In contrast to previous installments, for which scenes were shot in the Tunisian desert in temperatures up to 125 °F (51 °C), the camera would still run without complications. Lucas had stated that he wished to film The Phantom Menace on this format but Sony was unable to build the cameras quickly enough.[4] In 2002, Attack of the Clones became the third film to be released that was shot entirely on a 24p digital camera (preceded by 2001's Jackpot and Vidocq).[5] The cameras record in the 16:9 HDCAM format (1080p), although the image was cropped to a 2.40:1 widescreen ratio. The area above and below the 2.40 extraction area was available for Lucas to reframe the picture as necessary in post-production. Despite Lucas' efforts to persuade movie theaters to switch to digital projectors for viewing of Episode II, few theaters did.[6]

Visual effects

The film relied almost solely on digital animatics as opposed to storyboards in order to previsualize sequences for editing early on in the film's production. While Lucas had used other ways of producing motion-based storyboards in the past, after The Phantom Menace the decision was made to take advantage of the growing digital technology.[3] The process began with Ben Burtt's creation of what the department dubbed as "videomatics", so-called because they were shot on a household video camera. In these videomatics, production assistants and relatives of the department workers acted out scenes in front of greenscreen. Using computer-generated imagery (CGI), the previsualization department later filled in the green screen with rough background footage. Burtt then cut together this footage and sent it off to Lucas for changes and approval. The result was a rough example of what the final product was intended to be. The previsualization department then created a finer version of the videomatic by creating an animatic, in which the videomatic actors, props, and sets were replaced by digital counterparts to give a more precise, but still rough, look at what would eventually be seen. The animatic was later brought on set and shown to the actors so that they could understand the concept of the scene they were filming in the midst of a large amount of bluescreen used. Unlike most of the action sequences, the Battle of Geonosis was not story-boarded or created through videomatics but was sent straight to animatics after the department received a small vague page on the sequence. The intent was to create a number of small events that would be edited together for pacing inside the finished film. The animatics department was given a free hand regarding events to be created within the animatic; Lucas only asked for good action shots that he could choose from and approve later.[3]

In addition to introducing the digital camera, Attack of the Clones emphasized "digital doubles" as computer-generated models that doubled for actors, in the same way that traditional stunt doubles did. It also furthered the authenticity of computer-generated characters by introducing a new, completely CGI-created version of the character Yoda. Rob Coleman and John Knoll prepared two tests featuring a CGI-animated Yoda using audio from The Empire Strikes Back. Yoda's appearance in Episode V also served as the reference point for the creation of the CGI Yoda; Lucas repeatedly stated to the animation department that "the trick" to the animation of the CGI Yoda was to make him like the puppet from which he was based, in order to maintain a flow of continuity. Frank Oz (voice and puppeteer for Yoda in the original trilogy and The Phantom Menace) was consulted; his main piece of advice was that Yoda should look extremely old, sore, and frigid.[7] Coleman later explained the process of making the digital Yoda like the puppet version, by saying "When Frank [Oz] would move the head, the ears would jiggle. If we hadn't put that in, it wouldn't look like Yoda."[8] Because of the acrobatics of the lightsaber fight between Count Dooku and Yoda, the then 78-year-old Christopher Lee relied on a stunt double to perform the most demanding scenes instead. Lee's face was superimposed onto the double's body in all shots other than close-ups, which he performed himself. Lucas often called the duel crucial to the animation department, as it had such potential to be humorous rather than dramatic.[7]

Rough and Irritating Qualities

  1. Along with The Phantom Menace, it lacks the charm of the original trilogy and doesn't do what made the previous trilogy so special. Also, it doesn't have much to improve over the previous film.
  2. Most of the characters are rather boring and wooden. Some characters, most notably Count Dooku, simply appear without any attempt to establish precisely who they are or what their motives are.
  3. It lazily uses reversed shots in specific scenes.
  4. The CGI, though a good effort for its time, has not aged well, and is used in situations where it isn't needed, notably the clone troopers, and as a substitute for actual sets (though some effects are practical instead).
  5. Just like the previous film, the lightsaber combat is still very floaty and feels like the characters are having a dance-off than actually trying to kill each other.
  6. While fans had many theories as to what the "Clone Wars" mentioned in A New Hope were all about, the truth (in which they involved millions of clones of Boba Fett's father, Jango Fett fighting bug-created robots) was far more ridiculous than anyone had ever imagined.
  7. Like in the first film, the acting is very wooden, with the CGI animated characters being more expressive than the human actors. Hayden Christensen's performance as Anakin is rather cringe-worthy at times.
  8. The excessive use of green-screen severely hampers the actors, who often clearly have no idea what the location they are in is supposed to look like.
  9. Laughable dialogue, particularly Anakin's infamous line regarding his dislike for sand.
  10. Instead of showing the bond between Obi-Wan and Anakin, considering how this is supposed to be the height of their friendship, they simply talk about things they've done together off-screen. On-screen, they seem to barely tolerate each other at best, with Anakin complaining about Obi-Wan behind his back. This was shown in The Clone Wars, but this should not have to be required for the film itself to make sense.
  11. The Droid Factory is a pretty goofy scene since you see C-3PO get his head knock and stuck onto a Battle Droids body and has Anakin constantly fighting humanoid bugs.
  12. There is a rather convoluted sequence involving an assassin hiring another assassin to put a canister in a drone that contains centipede-like creatures (known as kouhuns) that are going to do the actual assassination; although this would make sense in real life, from a story-telling perspective it is, again, convoluted and thus a bit confusing.
    • The latter assassin, Zam Wesell, is also mentioned as having shape-shifting abilities — which she never actually uses until she dies and reverts to her default form; apparently, she was planned to shift to a different form for her attempt to kill Obi-Wan in the bar, but problems with visual effects caused this to be scrapped, meaning that, for some bizarre reason, she refuses to use what would be an incredibly useful skill when it comes to evading capture by two Jedi.
  13. Instead of killing Zam with a blaster, Jango Fett instead uses a poison dart; this frames Jango as an idiot who cannot be taken seriously as a threat, as poison darts can be used to track down their user, similar to bullets in real life. Also, there is another plothole which involves Jango having an opportunity to kill Padme, but instead killing Zam and then getting away.
  14. Obi-Wan leaping straight through a window to grab the drone is completely out-of-character (Anakin is supposed to be the impulsive one, not Obi-Wan) and baffling from a logical perspective; quite aside from whether or not he could catch the drone and it could carry him, he had no way of knowing where it was going. He also abandons his actual mission of guarding Padmé to do this.
  15. The scene in the 1950s-style diner feels really mundane for a Star Wars movie; it is just a little too obvious that Lucas wanted to pay homage to American Graffiti, the film he worked on immediately before A New Hope. It also leads to some questions as to why the best candidate of a Jedi for identifying the origin of a poison dart would be... a diner owner whom he is friends with.
  16. The creation of the clone army creates a series of questions as well as things randomly happening for seemingly no apparent reason:
    • It is never clear as to how the army was paid for by a single Jedi, or why Kamino never contacted the Jedi and asked them if they wanted to check up on their order or where they wanted it delivered.
    • The Jedi and the Senate use the clone army anyway without doing any further checking for any abnormalities for some reason.
    • Various bits of dialogue scattered throughout the film seems to be trying to imply that Count Dooku purchased the army (under the name of a deceased Jedi) sometime after the events of the previous movie and that Chancellor Palpatine paid for it, but it requires huge leaps in logic to put these clues together.
  17. The romance scenes between Anakin and Padmé feel very forced, the set-up to get them together is contrived, the dialogue is clunky, weird and bizarre, their actions contradict their own motives, and Padmé decides to fall for Anakin... despite him raving about wanting to become omnipotent and revealing that he slaughtered an entire Tusken community, especially "the women and children."
    • However, a lot of the awkward scenes Anakin has with Padmé can be easier to swallow when you take into account that Anakin is a 19-year old boy who grew up in a monastery where everyone is celibate and never really talked to a girl ever since he saw Padmé as a nine-year-old.
  18. The film did not exactly help defuse the notion that Watto is an offensive stereotype of Jews by having him grow a scraggly beard in-between films; Watto was also given a hat as if growing a beard was not enough.
  19. The climax has virtually no stakes, as it is just armies of insects and robots fighting armies of disposable people for control of a factory that creates the armies of robots used by the insects; it is also never particularly clear as to who won the Battle of Geonosis.
  20. R2-D2 is revealed to have the ability to fly, as shown in the sequence in the factory on Geonosis. This creates plot holes since, for example, R2 would've flown out of the swamp in The Empire Strikes Back, but due to it being made in 1979 and being released in 1980, the technology wasn't available.
  21. Just like the previous film, the pacing isn't very good.

Good Qualities

  1. Epic action scenes and impressive visuals for its time; in particular, all of the clone troopers were computer-animated is a rather remarkable feat for its time.
  2. The soundtrack, composed by John Williams, is excellent as always, especially "The Arena” and “Across the Stars”.
  3. Several good performances. Ewan McGregor as Obi-Wan Kenobi, Ian McDiarmid as Chancellor Palpatine/Darth Sidious, Natalie Portman as Padmé Amidala, and Temuera Morrison as Jango Fett and the voice for the clone troopers stand out in particular. Although so little about Count Dooku is established, Christopher Lee's performance is still one of the highlights.
    • While Hayden Christensen's performance as Anakin is rather mediocre and cringe-inducing, he was still a decent casting choice, especially in the next film.
  4. Those who despised the character in The Phantom Menace derived more than a bit of amusement that the character most directly responsible for the Emperor's rise to power is Jar Jar Binks, who has an otherwise minor role compared to the previous film.
  5. Despite a few plot holes, Obi-Wan's subplot is much better than the subplot between Anakin and Padmé, showing him to have good detective skills and be capable of holding his own in a fight and the mystery is actually kind of interesting.
  6. We get to see Yoda in action for the first time.
  7. Funny Yoda scream when he fights Dooku.
  8. C-3PO getting his head placed on a Battle Droid body and firing a blaster uncontrollably while repeatedly apologizing was pretty funny. Additionally, Kit Fisto smiling after force pushing him down has become an iconic meme.
  9. Why do I get the feeling you're going to be the death of me?"
  10. Interesting political aspects despite much of it being tedious since it shows Palpatine's further rise to power in the Republic.
  11. The world-building is excellent, especially when it comes to Kamino, Geonosis, and Coruscant.
  12. The death of Anakin's mom is pretty saddening to see since he promised to return and free her from enslavement only for her to die in his arms.
  13. Just like The Phantom Menace, the battle scenes are still fantastic, like the chase in Coruscant and the battle of Geonosis.
  14. The film does hint at the idea of Anakin embracing the dark side as he becomes furious with the sand people after they killed his mother leading him to go on a murderous rampage, killing all the sand people in their village including the children.
    • When talking to Padmé in front of the Lars homestead, Anakin's shadow resembles Darth Vader, which is also a nice touch.


Critical and audience response

Star Wars: Episode II – Attack of the Clones received mixed reviews, with some critics considering it to be slightly better than The Phantom Menace, while others consider it to be even worse than that movie. It was praised for an increased emphasis on action, visual effects, musical score, and costume design, but criticized for the screenplay, dialogue, Christensen's performance, romantic scenes, and underdeveloped characters. On review aggregator Rotten Tomatoes, the film holds an approval rating of 65% based on 253 reviews, with an average rating of 6.59/10. The site's critical consensus reads, "Star Wars Episode II: Attack of the Clones benefits from an increased emphasis on thrilling action, although they're once again undercut by ponderous plot points and underdeveloped characters.". On Metacritic, the film has a weighted average score of 54 out of 100, based on 39 critics, which indicates "mixed or average reviews". Audiences polled by CinemaScore gave the film an average grade of "A–" on an A+ to F scale, the same score as the previous film. It currently has a 6.6 on IMDb as well. On Letterboxd, the film has an average rating of 2.6/5.

The movie currently has a Google users rating of "87% of users liked this film".

Numerous critics characterized the dialogue as "stiff" and "flat".[9] The acting was also disparaged by some critics.[10] Conversely, other critics felt fans would be pleased to see that Jar Jar Binks has only a minor role.[11] Additionally, Jar Jar's attempts at comic relief seen in The Phantom Menace were toned down; instead, C-3PO reprised some of his bumbling traditions in that role. McGregor referred to the swordplay in the film as "unsatisfactory" when comparing it to the climactic duel in Revenge of the Sith as it neared release.[12]'s James Berardinelli gave a positive review, saying "in a time when, more often than not, sequels disappoint, it's refreshing to uncover something this high-profile that fulfills the promise of its name and adds another title to a storied legacy."[13]

Roger Ebert, who had praised the previous Star Wars films, gave Episode II only two out of four stars, noting "[As] someone who admired the freshness and energy of 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." About Anakin and Padme's relationship, Ebert stated, "There is not a romantic word they exchange that has not long since been reduced to cliché."[10] Leonard Maltin, who also liked all of the previous installments, awarded two stars out of four to this endeavor as well, as seen in his Movie and Video Guide from the 2002 edition onward. Maltin cited an "overlong story" as reason for his dissatisfaction and added "Wooden characterizations and dialogue don't help."[14] While TheWrap considered Attack of the Clones a "marginal improvement" over The Phantom Menace,[15] Screen Rant ranked it as inferior to Episode I and as the worst Star Wars film overall, citing its romance story, characterization, and acting as weak points.[16] Some film critics and fans criticized the CGI model of Yoda and how he has a lightsaber fight, with many loving it, while others believed it goes against his character.

As with The Phantom Menace, in the years since its initial release, and especially since the release of the even more controversial sequel trilogy, consisting of The Force Awakens, The Last Jedi and The Rise of Skywalker, many fans have re-evaluated the movie more positively. However, it is still considered to be one of the weaker live-action entries in the series, if not the weakest.

Box Office

During its opening day, Attack of the Clones made $30.1 million, combined with $6 million from midnight screenings.[17][18] At that point, it had the highest Thursday gross of any film, taking the former record held by Independence Day.[19] It would go on to make $116.3 million within four days, making it the second-fastest film to approach the $100 million mark, behind Spider-Man.[20] Plus, it had grossed over $80 million over the weekend, becoming the third-highest three-day opening weekend of all time, after Harry Potter and the Sorcerer's Stone and Spider-Man.[21] Attack of the Clones had the highest opening weekend for a 20th Century Fox film until 2003 when it was taken by X2.[22] That year, The Matrix Reloaded beat Attack of the Clones for having the biggest Thursday opening of any film.[23] The film grossed $310,676,740 in North America and $338,721,588 overseas for a worldwide total of $649,398,328. Though a box office success, it was nevertheless overshadowed by the even greater box-office success of The Phantom Menace three years earlier.[24] It was not the top-grossing film of the year, either in North America (where it finished in third place) or worldwide (where it was fourth), the first time that a Star Wars film did not have this distinction. In North America it was outgrossed by Spider-Man and The Lord of the Rings: The Two Towers, both of which were more favorably received by critics. Worldwide, it was also outgrossed by Harry Potter and the Chamber of Secrets. Adjusted for inflation, Attack of the Clones is the lowest-performing live-action Star Wars film at the North American box office, though is still among the 100 highest-grossing films of all time when adjusted for inflation. It sold an estimated 52,012,300 tickets in the US in its initial theatrical run.[25]


Following suit with the series' previous installments, the Academy Awards nominated Attack of the Clones' Rob Coleman, Pablo Helman, John Knoll, and Ben Snow for Best Visual Effects at the 2003 Academy Awards, but the award ultimately went to The Lord of the Rings: The Two Towers.[26] Natalie Portman was also honored at the Teen Choice Awards,[27] and the film received an award for Best Fight at the MTV Movie Awards.[28] In contrast, the film also received seven nominations from the Golden Raspberry Awards for Worst Picture, Worst Director (George Lucas), Worst Screenplay (George Lucas), Worst Supporting Actor (Hayden Christensen), Worst Supporting Actress (Natalie Portman), Worst Screen Couple (Hayden Christensen and Natalie Portman) and Worst Remake or Sequel.[29] It took home two awards for Worst Screenplay (George Lucas) and Worst Supporting Actor (Hayden Christensen).[30]



  • It was the first movie to be shot entirely on high-definition video instead of on film, making Attack of the Clones an innovator.
  • It is also the first Star Wars movie to be released in the 21st century.
  • An IMAX 70mm cut was released. Because IMAX could only hold two hours of film, many of the worst scenes were removed or trimmed. However, the only way to access it is via purchasing a print or finding the reconstruction released by user The Aluminum Falcon.
  • Anakin's line about sand has become a popular internet meme, in fact, the line became so infamous, it was even poked fun at in Lego Star Wars: The Skywalker Saga.


  2. Samuel L. Jackson, Inside the Actors Studio, Inside the Actors Studio, Bravo, June 2, 2002, season 8, episode 15
  3. 3.0 3.1 3.2 3.3 State of the Art: The Previsualization of Episode II DVD Special Feature, [2002]
  4. Here We Go Again: The Digital Cinema Revolution Begins DVD Special Feature, [2002]
  7. 7.0 7.1 From Puppets to Pixels: Digital Characters in Episode II DVD Special Feature, [2002]
  8. Cagle, Jess (April 29, 2002). "Yoda Goes Digital-and Conquers Too", Time Canadian Edition, page 48.
  10. 10.0 10.1
  11. Corliss, Richard and Jess Cagle, (April 29, 2002). "Dark Victory", Time Canadian Edition, p. 49.

External Links


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