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 Padm 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 romance with her. Soon, the trio witness 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 from critics; the film's increased focus on action was praised, while the characters and dialogue were regarded more critically. It performed well at the box office, making $653.8 million worldwide. Yet, it became the first Star Wars film to get 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 former two films and Harry Potter and the Chamber of Secrets.[3] Revenge of the Sith (2005) followed Attack of the Clones, concluding the Star Wars prequel trilogy.
Ten years after the battle at Naboo,[a] the Galactic Republic is threatened by a Separatist movement organized by former Jedi Master Count Dooku. Former Queen turned Senator Padm Amidala travels to Coruscant to vote against a motion to create an army to assist the Jedi against the growing threat. Narrowly avoiding an assassination attempt upon arrival, she is placed under the protection of Jedi Master Obi-Wan Kenobi and his Padawan Apprentice Anakin Skywalker. The pair thwart a second assassination attempt on Padm and subdue the assassin, Zam Wesell, whose employer, a bounty hunter, kills her before she reveals his identity. The Jedi Council instructs Obi-Wan to find the bounty hunter, while Anakin is tasked to protect Padm and escort her to Naboo. Despite the Jedi Code that forbids attachments, the two start to fall in love.
Obi-Wan's search leads to Kamino, an ocean planet. There he discovers a clone army is being produced for the Republic under the name of Sifo-Dyas, a deceased Jedi Master. The bounty hunter Jango Fett serves as their genetic template. Obi-Wan deduces Jango is the bounty hunter he is seeking and 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 returns to his homeworld of Tatooine with Padm to save her. His former owner Watto reveals that he sold Shmi to a moisture farmer named Cliegg Lars, who then freed and married her. Cliegg says Tusken Raiders abducted Shmi one month earlier and she is likely dead. Anakin finds her at the Tusken campsite, barely alive. After she dies in his arms, an enraged Anakin massacres the entire tribe. He later confesses his actions to Padm and vows to prevent the deaths of those he loves.
On Geonosis, Obi-Wan discovers a Separatist gathering led by Count Dooku, who is developing a droid army with Trade Federation Viceroy Nute Gunray, who ordered the assassination attempts on Padm. Obi-Wan transmits his findings to the Jedi Council but is captured by Separatist droids. Dooku meets Obi-Wan in his cell and explains that the Republic is under the control of the Sith Lord Darth Sidious. He invites Obi-Wan to help him stop Sidious, but Obi-Wan refuses. Senate Representative Jar Jar Binks proposes a successful vote to grant emergency powers to Chancellor Palpatine, allowing the clone army to be officially brought into action as the defence force of the Republic.
Anakin and Padm head to Geonosis to rescue Obi-Wan. While in the Geonosian droid factory, Anakin loses his lightsaber before Jango captures them. Dooku sentences the trio to be killed by alien beasts in the arena. A battalion of clone troopers led by Yoda, Mace Windu, and other Jedi suddenly arrive; Windu beheads Jango during the ensuing battle. Obi-Wan and Anakin intercept Dooku and engage in a lightsaber duel. Dooku injures Obi-Wan and severs Anakin's right arm; Yoda intervenes and defends them. To distract Yoda, Dooku uses the Force in an attempt to kill Anakin and Obi-Wan. Dooku escapes via his Solar Sailer to Coruscant and delivers the schematics for a superweapon to Sidious. As the Jedi acknowledge the beginning of the Clone Wars,[b] Anakin is fitted with a cybernetic arm and secretly marries Padm on Naboo with R2D2 and C-3PO as their only witnesses.
Pernilla August, Ahmed Best, Oliver Ford Davies, and Andy Secombe reprise their roles from The Phantom Menace as Shmi Skywalker, Jar Jar Binks, Sio Bibble, and Watto, respectively. Silas Carson also reprises his role from that film as both Nute Gunray, the Viceroy of the Trade Federation; and Ki-Adi-Mundi, a Cerean Jedi Master sitting on the Jedi Council. Jimmy Smits portrays Bail Organa, a senator from Alderaan. Daniel Logan portrays a young Boba Fett, Jango Fett's clone and adopted son.
Jack Thompson, Joel Edgerton and Bonnie Piesse appear as members of the Lars family and homestead; respectively as Cliegg Lars, Shmi's husband, Owen's father and Anakin's stepfather; Owen Lars, Cliegg's son, Shmi's stepson, and Anakin's stepbrother; and Beru Whitesun, Owen's girlfriend. Leeanna Walsman appears as Zam Wesell, a shapeshifting Clawdite bounty hunter and partner of Jango Fett, who was given the task of assassinating Padm. Jay Laga'aia appears as Gregar Typho, Padm's newly appointed captain of security. Rose Byrne and Alethea McGrath briefly appear as Dorm[broken anchor], Padm's handmaiden and as Jocasta Nu, the librarian at the Jedi Temple, respectively. Ronald Falk provides the voice of Dexter Jettster, Obi-Wan's Besalisk friend who runs a diner on Coruscant and informs him about Kamino.
Daniels and Best also make cameo appearances as Dannl Faytonni and Achk Med-Beq, respectively, attendees of the Coruscant Outlander Club who witness Anakin and Obi-Wan capturing Zam Wesell.[15][16] E! reported that Lucas had asked NSYNC to film a small background cameo appearance, in order to satisfy his daughters. They were subsequently cut out of the film in post-production, although briefly visible during a crowd shot from above.[17][18] The end credits erroneously list Alan Ruscoe as playing Neimoidian senator Lott Dod. The character was actually another Neimoidian, played by an uncredited David Healy and voiced by Christopher Truswell. Archival recordings of Liam Neeson as Qui-Gon Jinn from The Phantom Menace, appear as a disembodied ghostly voice heard by Anakin through the Force as he was slaughtering the Tusken Raiders; Qui-Gon also appears earlier in the film in the form of a statue in his likeness during a background scene when Obi-Wan visits the Jedi Archives. Fiona Johnson reprised her The Matrix (1999) role as the Woman in the Red Dress in an Easter egg cameo appearance, with her character named "Hayde Gofai" in later Star Wars media, briefly offering a seductive look to Anakin Skywalker at the Outlander Club.[19]
After the mixed critical response to The Phantom Menace, George 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 three days before the start of principal photography.[20]
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;[22][23] 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.[24]
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 Espaa in Seville, London, China, Vancouver, San Diego, and Italy (Villa del Balbianello on Lake Como, and in the former royal Palace of Caserta).[citation needed] 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.[25]
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".[25] Back at Fox Studios, the stages from McGregor's other film Moulin Rouge! were reused during filming.[26] While filming his scenes, Christensen would sometimes make lightsaber noises from his mouth, which caused Lucas to stop filming and tell Christensen "Hayden, that looks really great, but I can see your mouth moving. You don't have to do that, we add the sound effects in afterward."[27] 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 or green for "good guys" and red for "bad guys".[28]
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