Ten years after initially meeting, Anakin Skywalker shares a forbidden romance with Padmé Amidala, while Obi-Wan Kenobi investigates an assassination attempt on the senator and discovers a secret clone army crafted for the Jedi.


A long time ago, in a galaxy not so far away… Fans really hated Episode I – The Phantom Menace.

Really, really hated it.

So much so, that in one of the few instances where he actually paid attention to his audience, writer and director George Lucas hesitated to even come back to complete his prequel trilogy. Then he remembered he’s George goddamn Lucas and created the whole saga, therefore having the capacity to do whatever the hell he wants with it.

Before he sold it to Disney at least.

Months after the release of Episode I, Lucas took out his digital typewriter and began writing the second chapter of this second trilogy, which is actually the second chapter of the first trilogy, chronologically. Although the story for Episode II would continuously evolve until shooting began – and even after production – one thing remained constant throughout its development…

It all began in 1977, when a seemingly unimportant conversation between Luke Skywalker and Obi Wan Kenobi established an important event called “The Clone Wars“. Star Wars fans being Star Wars fans couldn’t help but theorize and let their imagination run wild trying to figure out what happened during these wars, calm in the assurance that George Lucas knew.

George Lucas had no idea what “The Clone Wars” were.

Luckily, the filmmaker could now figure that out with the rest of us. After coming up with several answers to that dilemma, he settled on (according to Wikipedia) a three-year war fought to prevent thousands of planetary systems from seceding from the Galactic Republic and forming the “Confederacy of Independent Systems”, often referred to as “the Separatists”. The Republic uses an army of clone troopers, the namesake of the conflict, led by the Jedi Order against the Separatist battle droid army.

But it turns out that this was all a scheme by the Sith Lord/Future Emperor Palpatine, disguised then as a Chancellor, to turn the democratic Galactic Republic into an autocratic Galactic Empire, which he would rule with the help of this clone army.

But more importantly, Episode II would also continue the story of Anakin Skywalker’s turn to the dark side and his romance with Queen Amidala.

Yes! everything a 10 year old wants to see in his space adventures.

As Episode II is set 10 years after The Phantom Menace, an older Anakin Skywalker needed to be found, which resulted in over 1,500 young actors being reviewed for the role. In the end, Canadian Hayden Christensen was chosen to play the man who would one day become Darth Vader.

With the final script being completed just one week before the start of principal photography, filming began in June 2000 and was completed in September of that same year.

In typical Lucas fashion, the filmmaker pushed new technologies to be used for the sequel, focusing more on digital filmmaking through digital storyboards (or animatics), digital cameras (becoming the third film to be released that was shot entirely on a 24p digital camera) and even digital “stunt doubles” and sets, with locations predominantly being large blue and green screens.

This type of production granted the director with greater freedom to make whatever changes he deemed necessary in a shorter amount of time. For example, after watching a rough cut of the film, he decided the pace was too slow and filmed a new action sequence (the factory droid scene), in only four and a half hours before sending it over to the wizards at Industrial Light & Magic to work on the visual effects and complete it for release.

Star Wars: Episode II – Attack of the Clones saw its release on May 16th, 2002. Despite being a big box office hit ($653 million worldwide), the shadow of The Phantom Menace ($900 million) still hung over the sequel, making it the first time a Star Wars film was not the top grossing film of the year, beaten by two other sequels in The Lord of the Rings: The Two Towers and Harry Potter and the Chamber of Secrets.

Strangely, although it fared better critically when originally released, fans have come to unfavorably pile it next to The Phantom Menace. Most of the unhappiness is directed at the cringe inducing love story at its center, wooden performances, overindulgence of digital visual effects, its dialogue and what is perceived as a boring plot.

So are there any redeeming factors in Attack of the Clones?



Out of everything to come from the prequel trilogy, Ewan Mcgregor as Obi Wan Kenobi is one of the few elements where you’ll be hard pressed to find any detractors. No matter what criticisms are thrown against Episodes I, II and III, McGregor’s portrayal of the Jedi Master is nearly universally praised.

This may not only have something to do with McGregor himself but also with the fact that during all three films, he usually held the more interesting plot threads, particularly in Episode II. While Anakin and Padme were on their (much derided) romantic escapade, Kenobi pursued those behind the assassination attempts on the Queen’s life.

And watching Obi Wan play detective, jumping around the galaxy looking for clues proves to be the most fun to be had in the movie, with some of the best set pieces in the trilogy and certainly of this movie. Which leads me to…


Speaking of those set pieces, there are two that easily stand out in Attack of the Clones, both involving Obi Wan Kenobi facing off against Jango Fett. At the midpoint of the movie, Obi Wan’s investigation has led him to discover a secret clone army being built on a faraway planet. The basis for the clones is bounty hunter Jango Fett, the man who was also behind the assassination attempt on Queen Padme’s life.

Naturally, what starts as a hostile conversation turns into a full blown fight once Fett tries to escape along with his son Boba Fett. Besides the admittedly striking visuals of watching both men go at it during a thunderstorm, I’ve always found the fight choreography interesting as it seeks to differentiate itself from those of the rest of the saga. Most of all, in one aspect that I’ve felt is missing more from Star Wars movies: Jedi hand to hand combat.

Although all too short, it’s a welcome change of pace in contrast to all the romance (which is, uh, not where Lucas’s strength lies as a storyteller or writer), providing audiences with a neat and exciting look into what happens when a Jedi loses his lightsaber.


The second part involves Jango Fett’s Slave I spaceship chasing Obi Wan’s starfighter through a mine field, throwing missiles and blasters at the Jedi’s way. A fun cat and mouse scene, it remains to this day some of the most impressive sound design from Ben Burtt and his crew in any Star Wars film.

I mean, just those seismic missiles.

If you wish to test the quality of your sound system and the ears of your neighbors, look no further than this scene. I can even distinctly remember the theater shaking when they exploded, enhanced further by the brilliant lack of music.

It even includes a fun little callback (or future call in this case?) for fans of The Empire Strikes Back, explaining how an older Boba Fett replicated Obi Wan’s move to avoid detection.


Were fans happy on the answer given to them as to what exactly happened in “The Clone Wars”? No.

Are Star Wars fans ever really happy? Not really.

Is it still fantastic to see a battlefield full of Jedi Knights for the first time in Star Wars history? Yes.

Is the battle of Geonosis worth going through an hour and a half of Anakin and Padme looking deeply into their eyes and reciting dialogue that can best be described as “a deaf five year old’s idea of romantic”? Possibly.

Can you also just skip to the third act with your trusty remote? Absolutely.

Will this entry only be in the form of questions? Also yes.


For all the hate Hayden Christensen gets as Anakin Skywalker I find it hard to see how all the blame should fall on his shoulders when Lucas is responsible for the final product as writer/director. Although many agree that his performance in Episode III vastly improved, could anyone have done a good job having to deliver lines such as:

I don’t like sand. It’s coarse and rough and irritating and it gets everywhere. Not like here. Here everything is soft and smooth.

There are glimpses here and there of the more interesting angles in which Lucas and company could have taken Anakin as well as making better use of Christensen’s talent. The actor worked best when showing the darker side he is internally in conflict with, such as the scene where he finds his dead mother and slaughter’s a whole village in retaliation. After all, the prequels were done to chronicle Anakin’s tragic descent into Darth Vader.

Perhaps if Lucas had focused more on the tragic nature of his story and less on him reciting love love poems and conversations regarding “galactic politics”, fans would have received Christensen’s performance better, although I still feel he did what he could with what he was given.


Whereas Episode I had a visually memorable villain in Darth Maul, Episode II brought in acting royalty for its antagonist, with legend Christopher Lee joining as the complicated Count Dooku.

The endlessly fascinating and prolific actor (a WWII veteran and former spy whose missions are still classified, who performed in more than 200 films) stands alongside other greats such as Alec Guinness, Peter Cushing and Liam Neeson in bringing a sense of gravitas and nobility to Star Wars that would have sorely been missed otherwise.

Thanks to Lee’s booming voice and massive talent, the character began with the potential to be a fascinating antagonist rather than a straight villain, an interesting foreshadowing of Anakin’s future as a former Jedi who has turned to the Sith for reasons he believes are noble and for the good of the galaxy, even if it means innocents will get hurt.

Then he had his head mercilessly cut off within the first 15 minutes of Episode III. At least we have the superb animated series The Clone Wars if you want to spend more time with the Count.


Created in 1980 for The Empire Strikes Back as a puppet from Episode V until the release of Episode II, when Lucas felt that technology had advanced to such a degree that the character could now be fully digital, Yoda remains one of the most iconic characters thanks to his unique look and peculiar speech pattern.

This brought the opportunity to give fans something they had never seen: Yoda in action. Although nowadays the sight of the 800 year old little green Jedi jumping around and fighting may look a little ridiculous, the amount of excitement and surprise when the film initially released was tremendous.

Before the age of internet and rampant spoilers, I distinctly remember sitting in the movie theater, hearing cheers when the Master Jedi slowly walked into the scene and gasps once he pulled that lightsaber out.

For all the hate these prequels receive, it still stands as one of the most epic and fondly remembered moments in the whole saga.


If ever there was going to be someone to make George Lucas break from tradition, it was going to be Samuel L. Jackson. After years upon years of establishing that lightsabers only come in three colors; green/blue (good) and red (bad), Jackson changed all that with a small request:

And so he did, establishing an iconic weapon for one of the more memorable characters in the prequel trilogy and cementing Jackson’s legacy as the baddest motherfighting Jedi in the Star Wars universe.



You want to go home and rethink your life.

I want to go home and rethink my life.

Why do I get the feeling you’re going to be the death of me?

Don’t say that, master. You’re the closest thing I have to a father.


It should come as no surprise that John Williams work in Attack of the Clones continued the man’s legacy as one of the greatest composer’s of our time despite not offering much in the way of new music.

This had more to do with time constraints as most of the climax was largely reshot shortly before release, forcing Lucas and Williams to reuse the score from The Phantom Menace for a large part of the third act. But it speaks to the strength of Williams soundtracks from the Star Wars saga that it works and is just as pleasing to the ears as always.

The exception is “Across The Stars“, the musical highlight of Episode II which serves as this movie’s “single”, just as “Duel of the Fates” was for The Phantom Menace. The love theme is a magnificently sweeping and large-scale ode to the tragic romance between our protagonists, delivering another memorable musical moment from the maestro.

  • Across the Stars – John Williams


  • Samuel L. Jackson has said that the words “Bad mother-f*cker” are engraved on the hilt of his light-saber. The same words are famously printed on the wallet of Jackson’s character Jules Winnfield in Pulp Fiction (1994).
  • When Jango Fett gets into his ship after his fight with Obi-Wan, he bangs his head on the partially open door. This was intentional, and is a reference to a famous goof from Star Wars (1977), where a stormtrooper accidentally bangs his head on a door.
  • Lucas spoke to Leonardo Dicaprio about taking on the role of Anakin Skywalker but the young actor declined. “I just didn’t feel ready to take that dive. At that point.” the actor explained as to why he said no. Maybe in the future…
  • From Puppets To Pixels: Digital Characters In Episode II Documentary



      1. Roberto Badillo, their respective fighting styles may have overwhelmed Count Dooku. Having said that, he could have been taken into custody and told the Jedi and the Republic everything he knew about the true nature of the enemy of the Jedi.


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