Star Wars Fanpedia
Star Wars Episode II:
Attack of the Clones

George Lucas


Rick McCallum

  • Ewan McGregor
  • Natalie Portman
  • Hayden Christensen
  • Frank Oz
  • Ian McDiarmid
  • Anthony Daniels
  • Kenny Baker
  • Ahmed Best
  • Samuel L. Jackson
  • Christopher Lee
Music by

John Williams


20th Century Fox


May 16, 2002


142 min


$120 million




22 years before Star Wars Episode IV: A New Hope


Rise of the Empire era

Preceded by

Star Wars Episode I: The Phantom Menace

Followed by

Star Wars: The Clone Wars

"A Jedi Shall Not Know Anger. Nor Hatred. Nor Love."

Star Wars Episode II: Attack of the Clones is, chronologically, the second chapter of the Star Wars film saga, and the fifth released into theaters. It is the second film of the prequel trilogy and is followed by Star Wars Episode III: Revenge of the Sith. The film was written and directed by Star Wars creator George Lucas and Jonathan Hales, and produced by Rick McCallum.

The film is set 10 years after the events of Star Wars Episode I: The Phantom Menace and 22 years before Star Wars Episode IV: A New Hope. The plot centers around growing discontent in the galaxy between the Galactic Republic and a group of Separatists who challenge the Republic's rule. The plot also deals with the growing love between Jedi Padawan Anakin Skywalker and Senator Padmé Amidala of Naboo, who must work together to survive in a galaxy that will soon be swept up in the destructive Clone Wars.

Attack of the Clones, released in 2002, was the first film in cinematic history to be shot completely on a digital system. The film was a box office success, making nearly $650 million at the box office, and was received better than its predecessor. The film currently holds a 67% "fresh" rating on Rotten Tomatoes.[1] Nonetheless, like its predecessor, the reaction amongst Star Wars fans was divided.

Major Characters[]

Padmé Amidala[]

"You call this a diplomatic solution?"
"No, I call it aggressive negotiations.
―Anakin Skywalker and Padmé Amidala during the Battle of Geonosis[src]

Padmé is the Senator of Naboo, having been chosen to represent her planet once her term as Queen of Naboo came to an end. During the Separatist Crisis, when several thousand star systems declared their intention to leave the Galactic Republic, she has been a vocal opponent of a military build up and prefers to resolve the conflict through diplomacy. When the Senate decides to vote on a military build up, hers is considered a key vote, to the point where an assassination attempt is made against her on Coruscant. For her safety, the Jedi Council assigns Jedi Knight Obi-Wan Kenobi and Padawan Anakin Skywalker to Padmé's security detail. She is attacked again, so she chooses to return to Naboo to hide in the lake country, with Anakin accompanying her as a bodyguard. Once there, Padmé starts to fall in love with Anakin, but doesn't want to act on her feelings because he is a Jedi who is forbidden to love, and she is a senator.

Despite orders to remain on Naboo, Anakin decides to go to Tatooine once he realizes his mother is in danger, and Padmé agrees to go with him. When they arrive, they meet Anakin's step-family before Anakin discovers that his mother was killed by the Tusken Raiders. She consoles him before they decide to leave Tatooine in order to rescue Obi-Wan, who sent out a distress call from the Separatist planet of Geonosis. Their arrival there is almost immediately met with force, and they are captured and sentenced to execution, but not before Padmé declares that she is in love with Anakin and the two kiss. They try to fight their way out of the execution before the Jedi and the new Grand Army of the Republic arrive, sparking the Battle of Geonosis and the beginning of the Clone Wars. After the battle ends, Padmé and Anakin return to Naboo where they secretly wed.

Jar Jar Binks[]

"In response to this direct threat to the Republic, mesa propose that the Senate give immediately emergency powers to the Supreme Chancellor!"
―Jar Jar Binks to the Galactic Senate[src]

Jar Jar Binks is a Gungan who helped lead his people and the Naboo to victory over the Trade Federation during the Naboo crisis ten years earlier. After Padmé Amidala became Senator of Naboo, Jar Jar joined her as the planet's junior representative to the Galactic Senate. When Padmé chooses to return to Naboo to hide from her would-be assassins, Jar Jar is left with the full responsibility of representing the planet in the Senate until she returned.

As the Separatist Crisis grows more intense, Jar Jar attends meetings of Supreme Chancellor Palpatine's inner circle in Padmé's place. During one such meeting, when it becomes clear to many of the Senators that the Separatists will need to be met with force, Chancellor Palpatine—secretly Darth Sidious, the Dark Lord of the Sith—and his aide Mas Amedda manipulate Jar Jar into proposing that the Chancellor be given emergency powers. With such powers, Palpatine can create a Grand Army of the Republic without Senate approval. Jar Jar takes the bait and presents the motion, which is quickly voted upon by the Senate. Though Jar Jar is proud of his accomplishment, this act unknowingly begins to the lay the groundwork for a new Galactic Empire.


"There's been some terrible mistake. I'm programmed for etiquette, not destruction!"
―C-3PO, after his head was put on a battle droid body on Geonosis[src]

C-3PO is a protocol droid created by Anakin Skywalker shortly before the Naboo crisis. After Anakin left Tatooine to become a Jedi, 3PO stayed with Anakin's mother, Shmi, when she married Cliegg Lars, and he went with her to live on the Lars moisture farm. He encounters Anakin again when Anakin comes to the farm in search of his mother, who had been kidnapped by Sand People a few weeks earlier. After Shmi's death and funeral, C-3PO decides to go with Anakin, Padmé, and R2-D2 when they leave Tatooine.

3PO and the others go to Geonosis, where Anakin and Padmé attempt to rescue Obi-Wan Kenobi. They are all caught in a battle droid factory, where Anakin and Padmé are captured by the Separatists and 3PO accidentally wanders onto an assembly line. His head is put onto a battle droid body, while a battle droid's head is put onto his body. 3PO is then placed into the Battle of Geonosis, where R2 is able to rescue and reassemble him. After the battle, 3PO travels with Anakin and Padmé to Naboo, where he witnesses their secret marriage.

Count Dooku/Darth Tyranus[]

"As you see, my Jedi powers are far beyond yours. Now, back down."
―Count Dooku, to Obi-Wan Kenobi[src]

Count Dooku is a Sith Lord, apprenticed to Darth Sidious, and the political leader of the Separatists. As a Sith, he has taken on the name Darth Tyranus. He was once a Jedi, and he was the master of Qui-Gon Jinn many years earlier. Before the events of the film, Dooku—under the name Tyranus—recruited bounty hunter Jango Fett in order to be the template for a clone army that will become the Grand Army of the Republic, as the Sith have engineered the entire Separatist Crisis for their own ends.

After an assassination attempt against Padmé Amidala, Padmé correctly believes that Dooku was behind it, but the Jedi feel he is more of a political idealist than a murderer. Later, Obi-Wan Kenobi is sent to Geonosis and discovers Dooku meeting with other Separatist leaders. Obi-Wan is soon captured and confronted by Dooku, who asks Obi-Wan to join him. It is in this confrontation that Dooku tells Obi-Wan that the Dark Lord of the Sith is in control of the Republic, the first time the Jedi officially learn about Darth Sidious.

After Padmé and Anakin Skywalker are captured while trying to rescue Obi-Wan, Dooku oversees their execution proceedings. Before they can be killed, however, the Jedi and the new Grand Army of the Republic arrive, sparking the Battle of Geonosis. Dooku fights Obi-Wan and Anakin, defeating them both before Yoda confronts him and forces him to flee Geonosis. Dooku heads for Coruscant, taking with him plans for a deadly superweapon that will become known as the Death Star, and speaks with Darth Sidious. Together, they revel in the fact that the war they had engineered has finally begun. Count Dooku carries a red lightsaber.

Jango Fett[]

"I'm just a simple man trying to make my way in the universe."
―Jango Fett, to Obi-Wan Kenobi[src]

Jango Fett is a bounty hunter who years earlier was chosen by Count Dooku to serve as the template for the clones of the Grand Army of the Republic, to be created by the cloners on Kamino. When the clones were created with growth acceleration and other genetic modifications, Jango requested an unaltered clone for himself, whom he named Boba Fett and raised as a son. Years later, during the Senate debate on a military build up, Jango and Zam Wesell unsuccessfully attempt to assassinate Padmé Amidala.

After both attempts fail, Jango returns to Kamino, where he is pursued by Obi-Wan Kenobi. Obi-Wan realizes that Jango is the bounty hunter who tried to kill Padmé, and he confronts him on Kamino. Jango and Boba are able to escape, but Obi-Wan pursues them off-world, and they fight their way through the asteroid field around Geonosis. During the Battle of Geonosis, Jango is killed by Mace Windu. In the aftermath, Boba takes his father's helmet for himself.

Obi-Wan Kenobi[]

"Obi-Wan is a great mentor; as wise as Master Yoda, and as powerful as Master Windu."
―Anakin Skywalker, about Obi-Wan Kenobi[src]

Obi-Wan Kenobi is a Jedi Knight, and the master of Anakin Skywalker. After returning from a mission to Ansion, Obi-Wan and Anakin are assigned to protect Padmé from further assassination attempts. Another attempt occurs on the night they are guarding her, leading Obi-Wan and Anakin to discover that a bounty hunter, Jango Fett, was responsible for the attempt. Obi-Wan follows the bounty hunter to Kamino, where he discovers that the cloners there have created a clone army for the Republic, supposedly at the request of the Jedi Order. In order to learn more, Obi-Wan attempts to capture Jango and chases him to Geonosis, where Obi-Wan is captured by the Separatists—but not before he is able to send a distress signal to Anakin. During his capture, Count Dooku asks Obi-Wan to join him and the Separatist cause, but Obi-Wan refuses.

Anakin and Padmé attempt to rescue Obi-Wan but they too are captured, leading them all to be taken to an execution arena. They fight for their lives before the arrival of the Jedi and the clone army, marking the beginning of the Battle of Geonosis. Obi-Wan and Anakin chase down Count Dooku and confront him in a hangar, but they are both defeated and nearly killed before Yoda arrives and forces Dooku to flee. After returning to Coruscant, Obi-Wan speaks with Mace Windu and Yoda, and Yoda tells them both that the Clone Wars have officially begun. He carries a light blue lightsaber.

Palpatine/Darth Sidious[]

"Everything is going as planned."
―Palpatine, as Darth Sidious, to Count Dooku[src]

Palpatine is the Supreme Chancellor of the Galactic Republic and, secretly, the Dark Lord of the Sith, under the guise of Darth Sidious. As the Sith master of Count Dooku, Palpatine is controlling the entire Separatist crisis from the shadows, but publicly he has refused to allow the Republic to be split in two. After an assassination attempt on Padmé Amidala, he encourages her to take Jedi bodyguards and, eventually, to hide from her would-be assassins on Naboo—all to get her off the planet and away from a vote on a military build up, crucial for the war Palpatine hopes to spark.

After Padmé leaves, it becomes increasingly clear to Palpatine's inner circle that the Separatist threat must be met with force, but Palpatine laments not having the authority to raise an army. Having been manipulated by Palpatine and his aide, Mas Amedda, Jar Jar Binks proposes that the Galactic Senate give the Chancellor emergency powers. The Senate approves, thereby giving Palpatine the power to raise and control a Grand Army of the Republic. War is sparked on Geonosis, as Palpatine and Dooku intended, and Palpatine begins to lead the war effort as the clone army spreads throughout the galaxy to fight the Separatists.


"Don't worry. We have Artoo with us."
―Anakin Skywalker, to Padmé Amidala[src]

R2-D2 is an astromech droid in the service of Senator Padmé Amidala. He assists Obi-Wan Kenobi and Anakin Skywalker in monitoring potential threats against Padmé, and is present during the final and unsuccessful attempt on her life. After Padmé decides to return to Naboo and hide in the lake country, R2 goes along with them. He later follows them to Tatooine when Anakin returns to try and rescue his mother from the Sand People. On Tatooine, R2 is reunited with C-3PO, whom he met ten years earlier.

When Anakin and Padmé go to Geonosis to rescue Obi-Wan, R2 is instrumental in keeping them safe when their lives are threatened in a battle droid factory. Padmé is nearly incinerated, but is rescued by R2 before she can be killed. R2 briefly participates in the Battle of Geonosis that sparked the Clone Wars, helping fix C-3PO after the protocol droid's head was placed on a battle droid's body. After the battle, R2 goes back to Naboo with Anakin and Padmé where he, along with 3PO, witnesses their secret wedding.

Anakin Skywalker[]

"You're not all-powerful, Ani."
"Well I should be! Someday I will be. I will be the most powerful Jedi ever.
―Padmé Amidala and Anakin Skywalker[src]

Anakin Skywalker is a Jedi Padawan, apprenticed to Obi-Wan Kenobi, and the Chosen One destined to bring balance to the Force. He is an ambitious Padawan eager to become a Jedi Knight, and he often believes that Obi-Wan is holding him back from advancing. Despite their differences, the two have formed a father-son relationship, and Anakin is very loyal to Obi-Wan. Anakin is nervous to be assigned the protection detail for Padmé, having been in love with her ever since he met her as a boy. He takes his protection duties seriously, and is assigned to go with her to Naboo where she can hide from her assailants, marking the first time Anakin has undertaken a solo mission.

On Naboo, Anakin develops stronger feelings for Padmé, attempting to act on it by kissing her until she stops him. Padmé tells him that while she does have feelings for him too, her life as a Senator and his as a Jedi would prevent them from ever acting on their feelings. During the night on Naboo, Anakin has a nightmare that his mother, Shmi, is in danger, and he and Padmé travel to Tatooine where they learn that Shmi was kidnapped by the Sand People. Anakin races after them, but he is too late and Shmi dies in his arms. Out of revenge, Anakin slaughters the entire village of Sand People, briefly fueled by the dark side of the Force.

After Shmi's funeral, Anakin and Padmé go to Geonosis to rescue Obi-Wan after he is kidnapped by the Separatists. Anakin and Padmé are also kidnapped and taken to be executed, but not before they finally act on their feelings and admit their love for one another. They are quickly swept up in the Battle of Geonosis and the start of the Clone Wars, during which time Anakin and Obi-Wan chase after Count Dooku. Anakin takes on Count Dooku alone after Obi-Wan is injured, only to have his arm cut off. After being rescued by Yoda, Anakin receives a robotic arm and returns to Naboo, where he secretly marries Padmé. He carries a light blue lightsaber and a green lightsaber.

Mace Windu[]

"This party's over."
―Mace Windu to Count Dooku, as the Jedi arrive on Geonosis[src]

Mace Windu is a Jedi Master and a senior member of the Jedi Council, second only to Yoda. During the Separatist crisis, Mace urges Chancellor Palpatine to continue negotiations with Count Dooku and the Separatists rather than using force; the Republic does not have an army, and Mace warns that the Jedi are keepers of the peace rather than soldiers for the Republic. As the crisis grows, Mace remains a member of Palpatine's inner circle and is present in the Galactic Senate when Chancellor Palpatine is granted emergency powers to raise a Grand Army of the Republic. After the vote, Mace assembles a large team of Jedi to go to Geonosis and rescue Obi-Wan Kenobi, Anakin Skywalker, and Padmé Amidala from the Separatists.

The arrival of the Jedi sparks the Battle of Geonosis. Mace fights in the execution arena alongside Obi-Wan and, as the battle grows, eventually makes his way into the larger battleground as a Jedi General. When the battle is over, Mace returns to Coruscant with Obi-Wan and Yoda, where Yoda tells them that the Clone Wars have begun.


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

Yoda is the Grand Master of the Jedi Order and the leader of the Jedi Council. During the Separatist crisis, Yoda often interacts with Supreme Chancellor Palpatine and his inner circle. As the crisis grows, Yoda keeps in contact with Obi-Wan Kenobi during Obi-Wan's investigation on Kamino, and grows disturbed that the Jedi Council never knew about the clone army that was being created there. Yoda is later present in the Galactic Senate when Chancellor Palpatine is granted emergency powers to raise a Grand Army of the Republic. After the vote, Yoda goes to Kamino to assemble the army and bring it to Geonosis, where the Separatist army is holding Obi-Wan, Anakin Skywalker, and Padmé Amidala hostage.

As a Jedi General, Yoda leads the Grand Army during the ensuing Battle of Geonosis. Sensing that Obi-Wan and Anakin are in distress, however, he finds them having been defeated by Count Dooku and engages the Sith Lord, Yoda's apprentice many years earlier, in lightsaber combat. Yoda's superiority forces Dooku to flee. After the battle, Yoda returns to Coruscant with Obi-Wan and Mace Windu, where he tells them that the Clone Wars have begun.




Teaser Trailer: "Breathing"

Teaser Trailer: "Mystery"

Teaser Trailer: "Forbidden Love"

Theatrical Trailer: "Clone Wars"

TV spots[]

TV Spot: "Obi-Wan Kenobi"

TV Spot: "Anakin Skywalker"

TV Spot: "Padmé Amidala"

TV Spot: "Mace Windu"

TV Spot: "Yoda"

TV Spot: "R2-D2"

TV Spot: "Jango Fett"

TV Spot: "Clone Army"

TV Spot #9

TV Spot #10

TV Spot #11

TV Spot: "Spider-Man Spoof"

Notes and references[]

See also[]

External links[]