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 installment of the Star Wars prequel trilogy, the fifth Star Wars film to be produced, and the second episode in 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 witness the onset of a new threat to the galaxy: the Clone Wars.
Ten years after the battle at Naboo, the Galactic Republic is threatened by a Separatist movement organized by former Jedi MasterCount 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 Master Obi-Wan Kenobi and his apprentice Anakin Skywalker. The pair thwart a second attempt on Padmé's life and subdue the assassin, Zam Wesell, who is killed by her employer, a bounty hunter, before she can reveal 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 the two fall in love in spite of the Jedi Code that forbids attachments.
Obi-Wan's search leads him to the mysterious ocean planet of Kamino, where he discovers an army of clones being produced for the Republic under the name of Sifo Dyas, a deceased Jedi Master, with bounty hunter Jango Fett serving as their genetic template. Obi-Wan meets with Jango, who reveals that the clones were the idea of a man called Tyranus. 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, Slave I. He 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 return to his homeworld of 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 is likely dead. Determined to find his mother, Anakin ventures out and finds her at the Tusken campsite, still barely alive. After she dies in his arms, an enraged Anakin massacres the tribe. He later declares to Padmé that he will find a way to prevent the deaths of those he loves, though these powers are linked to the dark side and are forbidden techniques for Jedi.
On Geonosis, Obi-Wan discovers a Separatist gathering led by Count Dooku, who is developing a droid army with Trade Federation Viceroy Nute Gunray and ordered the attempts on Padmé's life. Obi-Wan transmits his findings to the Jedi Council but is captured by Separatist droids. Dooku meets Obi-Wan in his cell and explains his role in the Confederacy of Independent Systems' formation, while implying that the Sith Lord Darth Sidious is in control of a large portion of the Galactic Senate. He then invites Obi-Wan to join him and stop Sidious. When Obi-Wan refuses, Dooku claims that Obi-Wan's late master and Dooku's former apprentice Qui-Gon Jinn would have, had he been alive. Meanwhile, Senate Representative Jar Jar Binks proposes a successful vote to grant emergency powers to Chancellor Palpatine, allowing the clone army to be authorized.
Anakin and Padmé head to Geonosis to rescue Obi-Wan, but Anakin loses his lightsaber and they 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 battle. Obi-Wan and Anakin intercept Dooku, and they engage in a lightsaber duel. Dooku injures Obi-Wan and severs Anakin's right arm, but Yoda intercepts and defends them. Dooku uses the Force to distract Yoda and escapes to Coruscant, where he delivers the plans of a super-weapon to Sidious, who addresses Dooku by his Sith name Tyranus. The Council is left disturbed by Dooku's claim of Sidious controlling the Senate. As the Jedi acknowledge the beginning of the Clone Wars, Anakin is fitted with a robotic hand and marries Padmé on Naboo, with C-3PO and R2-D2 as the only witnesses.
- Ewan McGregor as Obi-Wan Kenobi
- Natalie Portman as Senator Padmé Amidala
- Hayden Christensen as Anakin Skywalker
- Christopher Lee as Count Dooku/Darth Tyranus
- Samuel L. Jackson as Mace Windu
- Ahmed Best as Jar Jar Binks
- Pernilla August as Shmi Skywalker
- Anthony Daniels as C-3PO
- Kenny Baker as R2-D2
- Temuera Morrison as Jango Fett
- Silas Carson as Nute Gunray
- Frank Oz as Master Yoda
- Ian McDiarmid as Supreme Chancellor Palpatine/Darth Sidious
- Jimmy Smits as Bail Organa
- Rose Byrne as Dormé
- Jack Thompson as Cliegg Lars
- Joel Edgerton as Owen Lars
- Bonnie Piesse as Beru Whitesun
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.
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". 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. 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".
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. Here We Go Again: The Digital Cinema Revolution Begins DVD Special Feature,  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). 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.
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. 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 the 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.
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. 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." 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.
- Main article: Star Wars Episode II: Attack of the Clones (soundtrack)
The soundtrack to the film was released on April 23, 2002 by Sony Classical Records. The music was composed and conducted by John Williams, and performed by the London Voices and London Symphony Orchestra.
The soundtrack recreates "The Imperial March" from the film The Empire Strikes Back for its first chronological appearance in Attack of the Clones, even though a hint of it appeared in the previous movie in one of the final scenes. A music video for the main theme "Across the Stars" was produced specifically for the DVD.
On March 15, 2016, a limited edition vinyl version of the soundtrack was released. Only 1,000 copies were pressed initially.
On November 2, 2001, a teaser trailer for Attack of the Clones was released with the Disney Pixar film Monsters, Inc. in theaters. The next trailer premiered on Fox Network on March 10, 2002 between Malcolm in the Middle and The X-Files, followed by a theatrical debut five days later on March 15 with the release of Ice Age. It was made available on the official Star Wars web site the same day. The outplacement firm Challenger, Gray & Christmas from Chicago predicted before the film's release that U.S. companies could lose more than $319 million in productivity due to employees calling in sick and then heading to theaters to see the film.
The film premiered as part of the inaugural Tribeca Film Festival at the BMCC Performing Arts Center, 199 Chambers St. in New York City at a Sunday, May 12 set of screenings benefitting the Children's Aid Society, a charity supported by George Lucas. Attack of the Clones was then screened out of competition at the 2002 Cannes Film Festival, before getting a worldwide theatrical release on May 16, 2002. The film was also later released in IMAX theaters; the film had not been filmed for IMAX but was "up converted" with the digital remastering process. Because of the technical limitations of the IMAX projector at the time, an edited, 120-minute version of the film was presented.
Before the film's release, there was a string of controversies regarding copyright infringement. In 2000, an underground organization calling itself the Atlas Group, based in Perth, Western Australia offered a copy of the screenplay, with an asking price of US$100,000, to various fan sites and media organizations, including TheForce.Net. The scheme was subsequently reported to Lucasfilm Ltd. by the fan site.
An unauthorized copy was allegedly made at a private showing, using a digital recorder that was pointed at the screen. This copy spread over the internet, and analysts predicted up to a million fans would have seen the film before the day of its release. In addition, authorities seized thousands of bootlegs throughout Kuala Lumpurbefore the film opened.
- Main article: Star Wars: Episode II – Attack of the Clones (video)
Attack of the Clones was released on DVD and VHS on November 12, 2002. On the first day of release, over 4 million DVD copies were sold, becoming the third highest single-day DVD sales behind Monsters, Inc. and Spider-Man. This THX certified two-disc DVD release consists of widescreen and pan and scan fullscreen versions. The set contains one disc with the film and the other one with bonus features. The first disc features three randomized selected menus, which are Coruscant, Kamino and Geonosis. There is an Easter egg located in the options menu. When the THX Optimizer is highlighted, the viewer can press 1-1-3-8. By doing this, some bloopers and DVD credits will be shown. The DVD also features an audio commentary from director George Lucas, producer Rick McCallum, editor and sound designer Ben Burtt, ILM animation director Rob Coleman, and ILM visual effects supervisors Pablo Helman, John Knoll, and Ben Snow. Eight deleted scenes are included along with multiple documentaries, which include a full-length documentary about the creation of digital characters and two others that focus on sound design and the animatics team. Three featurettes examine the storyline, action scenes, and love story, and a set of 12 short web documentaries cover the overall production of the film.
The Attack of the Clones DVD also features a trailer for a mockumentary-style short film known as R2-D2: Beneath the Dome. Some stores offered the full mockumentary as an exclusive bonus disc for a small extra charge. The film gives an alternate look at the "life" of the droid R2-D2. The story, which Lucas approved, was meant to be humorous.
The film was re-released in a prequel trilogy DVD box set on November 4, 2008.
The six-film Star Wars saga was released on Blu-ray Disc on September 16, 2011 in three different editions.
On April 7, 2015, Walt Disney Studios, 20th Century Fox, and Lucasfilm jointly announced the digital releases of the six released Star Wars films. Attack of the Clones was released through the iTunes Store, Amazon Video, Vudu, Google Play, and Disney Movies Anywhere on April 10, 2015.
Walt Disney Studios Home Entertainment reissued Attack of the Clones on Blu-ray, DVD, and digital download on September 22, 2019. Additionally, all six films were available for 4K HDR and Dolby Atmos streaming on Disney+ upon the service's launch on November 12, 2019. This version of the film was released by Disney on 4K Ultra HD Blu-ray on March 31, 2020 whilst being re-released on Blu-ray and DVD.