Film Plot Summary

The second science-fiction fantasy film opened with the series' trademark scrolling roll-up text, disappearing into infinity in the stars as it described the time-period, after the display of the preface - "A long time ago in a galaxy far, far away...":

There is unrest in the Galactic
Senate. Several thousand solar
systems have declared their
intentions to leave the Republic.

This separatist movement,
under the leadership of the
mysterious Count Dooku, has
made it difficult for the limited
number of Jedi Knights to
maintain peace and order in
the galaxy.

Senator Amidala, the former
Queen of Naboo, is returning
to the Galactic Senate to vote
on the critical issue of creating
an ARMY OF THE REPUBLIC
to assist the overwhelmed
Jedi....

The film was set ten years after the Battle of Naboo (in the previous film), when the galaxy was on the brink of civil war and peace was threatened. With the Galactic Republic in turmoil, a Separatist movement of thousands of systems (threatening to secede from the Republic) was being led by renegade ex-Jedi Master Count Dooku (Christopher Lee), aka Sith Lord Darth Tyranus. Nute Gunray (Silas Carson) was still serving as viceroy of the Trade Federation.

Senator Padmé Amidala (the ex-Naboo Queen) (Natalie Portman) flew in her Royal Spaceship to Coruscant to attend the Galactic Senate and express her views, as a representative who was opposed to the Separatists. As she descended on the ship's landing platform into the hangar, Amidala's security officer Captain Typho (Jay Laga'aia) noted there seemed to be no danger. Suddenly, a bomb exploded - it was a failed assassination attempt that tragically killed the Senator's handmaiden decoy Cordé (Veronica Segura).

A vote was to be held for or against a proposed Military Creation Act - it would create a standing army to protect the Republic and combat the group of Separatists. (Pacifist Senator Amidala had been working for a year to defeat the Act.) In the office of Supreme Chancellor Palpatine (Ian McDiarmid), Jedi Council member Mace Windu (Samuel L. Jackson) advised that there weren't enough Jedi to enforce the act: "We're keepers of the peace, not soldiers." Master Yoda added: "The dark side clouds everything. Impossible to see the future is."

"Disgruntled spice miners on the moons of Naboo" were possibly responsible for the attack on the Senator, although she suspected Count Dooku. Because the life of the Senator was in grave danger, Palpatine suggested having her placed under the protection of Master Obi-Wan Kenobi (Ewan McGregor) and his 19 year-old arrogant, impatient and headstrong Padawan apprentice Anakin Skywalker (Hayden Christensen). They were only assigned to protect her, although Anakin wished to also investigate and determine the identity of the killer.

That evening in the Senator's chambers as she slept (attended by droid R2-D2), a flying Probe droid with a murder weapon (two large, pale alien centipede-like creatures - arthropods called kouhuns) was prepared by bounty hunter/assassin Zam Wesell (Leeanna Walsman). When another attempt was made on the politician's life, Obi-Wan and Anakin protectively came to her rescue and saved her by slicing the kouhuns in half. Obi-Wan jumped onto the Probe droid that had delivered the kouhuns, and hung onto it as it flew through Galactic City, while Anakin followed in a two-seater speeder.

Bounty hunter Zam fired with a rifle at the droid, made a direct hit, and Obi-Wan went hurtling downwards - fortunately, he dropped into the speeder piloted below by Anakin. They went into a steep dive and then zig-zagged through heavy traffic, in pursuit of Zam's rogue speeder. When they appeared to have lost the assassin, Anakin unexpectedly jumped from their speeder, floated down, and landed in the bounty hunter's vehicle. He hung on, struck with his lightsaber until it dropped from his hands (Obi-Wan caught the weapon underneath them), and fought against Zam with a laser pistol. During a struggle for the weapon, Zam's speeder crash-landed in the street. Anakin, who had safely jumped off, continued the chase on foot. Zam hid in a night-club where Obi-Wan and Anakin joined up to search. The Master Jedi exclaimed prophetically:

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

The assassin attempted to fire a pistol at Obi-Wan from behind while he was having a drink at the bar, but he sensed the bounty hunter's presence, turned, and sliced off Zam's arm with his lightsaber. Outside, the two were questioning the female killer about the assassination attempt and her employer. When she began to reveal vital information: "It was a bounty hunter called...," she was shot and killed with a toxic saber-dart, fired into her neck by a mysterious armored rocket man above them who then zoomed off.

In a meeting of the Jedi High Council, Obi-Wan was instructed to investigate who was behind the assassination attempts, while gifted Padawan Anakin (even though he was still learning and incompletely trained) was given his first solo mission. He was assigned to personally protect Senator Amidala - and escort her back to her home planet of Naboo. They were to disguise themselves as refugees and not use registered transport. Jedi mentor Obi-Wan worried about the premature assignment for his unpredictable apprentice, although Mace Windu reassured him: "If the prophecy is true, your apprentice is the only one who can bring the Force back into balance."

Supreme Chancellor Palpatine was informed, and issued an executive order to have Senator Amidala leave before the vote on the Military Creation Act. Palpatine told Anakin: "In time, you will learn to trust your feelings. Then you will be invincible." He also believed that Anakin was quite gifted, and could see him becoming "the greatest of all the Jedi, even more powerful than Master Yoda." During her absence, the Senator's place was to be taken by Jar Jar Binks (Ahmed Best). Anakin complained to the Senator that his teacher Obi-Wan often criticized him, didn't listen or understand him, and stymied him from moving on. Frustrated and angry, he considered himself grown-up, although she cautioned: "Don't try to grow up too fast." Anakin expressed his first romantic feelings of infatuation for Senator Padmé, but she responded: "It makes me feel uncomfortable."

At Coruscant's spaceport freighter docks, transports bustled around. Anakin and Padmé were dressed in Outland peasant costumes, while handmaiden Dormé (Rose Byrne) was dressed as the Senator - another decoy. As the two (with R2-D2) departed to a large Starfreighter, Obi-Wan wished his apprentice well: "Anakin, May the Force be with you." But then he expressed his worry to Captain Typho: "I do hope he doesn't try anything foolish."

While at Dex's Diner, a working-class alien eatery, Obi-Wan spoke to bald, sweaty, and large proprietor Dexter Jettster (Ronald Falk). Dex identified the toxic dart - a Kamino saberdart - as coming from the "cloners" beyond the Outer Rim - 12 parsecs outside the Rishi Maze. Identification efforts to locate the planetary system of Kamino failed in the official Jedi navigational map archives. Yoda was conducting training for helmet-wearing younglings wielding miniature lightsabers when Obi-Wan asked him about the planet's missing location. Yoda answered that the planet seemed to have disappeared where there was a strong pull of gravity. He surmised: "Go to the center of gravity's pull and find your planet you will." And Yoda also concluded that the data in the archives must have been erased ("Only a Jedi could have erased those files, but who and why harder to answer"), a sign of a possible conspiracy.

During their journey on the slow-moving Starship Freighter, Anakin and Padmé spoke about his life as a Jedi. She thought Jedi were 'forbidden to love' although he corrected her: "Attachments (are) forbidden. Possession is forbidden. Compassion, which I would define as unconditional love, is central to a Jedi's life. So you might say that we are encouraged to love." They arrived in Naboo at the port city of Theed, where they were transported to the palace. During the time of unrest when many systems were joining Count Dooku and the Separatists and civil war threatened, Senator Padmé Amidala told Queen Jamillia (Ayesha Dharker) in the Naboo palace throne room that she would go to the isolated and remote Lake Country for safety.

Meanwhile, Obi-Wan flew to the expected location of the missing planet and there it was - the storm-shrouded watery ocean world of Kamino. He parked his starship at Tipoca City's landing platform, and was welcomed inside by Taun We (Rena Owen) - a pasty white, tall alien with almond eyes. She said she was expecting him. He was ushered in to see another alien, Prime Minister Lama Su (Anthony Phelan), who reported that they were on-schedule with 200,000 units ready for an army (with a million more on the way): "Please tell your Master Sifo-Dyas that his order will be met on time." Obi-Wan was confused, since Jedi Master Sifo-Dyas had been killed almost ten years earlier - before the order was placed. [Someone else must have placed the order.] The Prime Minister further explained that the secret "clone army" had been produced and created for the Republic.

Obi-Wan was led off to inspect the units in the clone manufacturing area. The huge space was filled with gigantic racks of glass spheres, which were filled with fluid in which embryos were suspended. Obi-Wan was impressed by the thousands of "totally obedient," identical stormtrooper clones that had been created and growth-accelerated over a period of five years, and were reportedly superior to droids. Lama Su took great pride in the clones' combat education and training programs - and they watched as the troops marched in formation. The original host (or genetic template) from which they were created was a bounty hunter named Jango Fett (Temeura Morrison), still living at the facility. Fett had demanded only one thing - "an unaltered clone for himself...pure genetic replication."

When Obi-Wan met the burly, unshaven, and mean-looking Fett and his son Boba (Daniel Logan) who looked eerily similar to the young boy clones, he became suspicious when Fett mentioned that he did not know Master Sifo-Dyas. (He also sensed that Fett was the armored "rocket man" who had zoomed away after firing the deadly dart.) Fett said that he had been recruited by a man named Tyranus on one of the moons of Bogden. Before Obi-Wan departed from Kamino, he sent a hologram message via his astro-droid robot R4-P17 to Mace Windu and Yoda. He reported on the "clone army," and his suspicion that bounty hunter Fett was the master assassin. When Obi-Wan described Master Sifo-Dyas' order for the army (at the request of the Senate almost 10 years earlier), he was told that the order was never authorized by the Jedi Council. There must be an imposter and someone wished war. Yoda was amazed: "Blind we are if creation of this clone army we could not see." The ability to use the Force appeared to be diminishing.

Padmé and Anakin arrived in the Lake Country - an idyllic, magical and lush area. They had taken a water speeder to a lodge at the edge of a lake, where they walked up steps to a garden terrace overlooking the shimmering water. Padmé recalled her days as a schoolgirl when she swam to an island off in the distance. After they looked intently into each other's eyes, Anakin kissed her. She didn't resist, but then pulled away and gasped: "I shouldn't have done that." Later, they had a picnic in a green meadow with lush grass and waterfalls, when they discussed political systems, and their views on how to compromise and solve problems. He mischieviously suggested that a dictatorship might be a solution. He rode on the back of a shaak, a plump 4-legged animal, to show off before her, and they rolled through the grass in each other's arms.

They spent more and more time together, and became attached to each other. He confessed about how he was "in agony" and suffering from inner conflicts now that he was so close to her: "The closer I get to you, the worse it gets. The thought of not being with you - I can't breathe. I'm haunted by the kiss that you should never have given me...You are in my very soul, tormenting me. What can I do?" More grounded in the real world although aware of their mutual attraction, she knew that their two life's paths were going in divergent directions - as a Senator and a Jedi, and they couldn't live a lie and remain secretly in love. He reluctantly agreed: "You're right. It would destroy us." Anakin began to suffer recurring nightmares of harm and pain coming to his mother Schmi Skywalker (Pernilla August), who he had left behind on Tatooine as a slave when he departed to train as a Jedi. He disobeyed Obi-Wan's mandate of protecting the Senator, and vowed to return to his home desert planet of Tatooine to aid his endangered mother. Padmé agreed to go with him, so he wouldn't technically be disobeying his orders.

At the Kamino landing area in Tipoca City where a rainstorm was brewing and waves lashed against the stilts of the platform, Obi-Wan confronted Jango and Boba Fett preparing to make a hurried departure. While young Boba was in the cockpit of their ship, Jango (armored with a rocket pack on his back) fired his gun blaster while Obi-Wan defended himself with his lightsaber, and the two wrestled, grappled and fought one-on-one against each other. Jango also fired a thin wire from his wrist pack and tried to entangle the Jedi and drag him off. When Obi-Wan plummeted over the edge of the platform and toward the raging ocean waters below, Jango thought his opponent was dead, although Obi-Wan saved himself with his Jedi powers. He was able to return to the platform as Fett's ship Slave I was lifting off and roaring away. Without being noticed, Obi-Wan attached a homing beacon device to the hull of their craft.

Once Anakin and Padmé (with R2-D2) arrived at Tatooine, he contacted former slave owner Watto (Andrew Secombe) to locate his mother Schmi. She had been sold to moisture farmer Cliegg Lars (Jack Thompson), who freed her and married her. The two traveled to the Lars moisture farm homestead on the desert floor on the other side of Mos Eisley, where they were first greeted by half-finished droid C-3PO (Anthony Daniels). In a courtyard, they were also introduced to Anakin's step-brother Owen Lars (Joel Edgerton) and his girlfriend Beru Whitesun (Bonnie Piesse). Cliegg Lars appeared injured (he'd lost a leg) and in a wheelchair, and explained how a Tusken Raider hunting party (of "vicious mindless monsters") attacked at dawn about a month earlier, and kidnapped Schmi. Determined to find his mother, Anakin left immediately on Owen's speeder bike, arrived at the Tusken encampment at night, and discovered his dying mother in one of the huts. With bloody wounds on her face, she was also tied up to a wooden frame. He released her, but she died moments later in his arms after telling him: "Now I am complete."

Murderously angered by her death, a grim Anakin wielded his lightsaber and mercilessly slaughtered the entire tribe (men, women, and children) in the Tusken encampment. Simultaneously, Yoda sensed pain, suffering and death from young Skywalker. Anakin brought the wrapped body of his mother back to the homestead where a funeral was conducted. Bitter about life, he tearfully confessed his brutal rage to Padmé, and vowed to be "the most powerful Jedi ever."

Meanwhile, Obi-Wan trailed the Fetts' ship to the red planet of Geonosis, which was surrounded by an asteroid field that formed an encircling ring. When Fett realized they were being tracked, both vessels dove into the asteroid belt. They tried to lose Obi-Wan by releasing seismic charges at his fighter and firing missiles at him, while maneuvering with power-climbing, flipping, rolling, and turning at fast speeds through huge floating asteroids. To evade one lethal missile, Obi-Wan jettisoned spare part canisters into the path of the missile and it exploded. Believing that Obi-Wan had been blown up, the Fetts continued on to land on Geonosis. After hiding awhile on one of the chunks of rock, Obi-Wan followed and as he navigated over the planet's surface, he noticed an "unusual concentration of Federation ships." He entered one of the towers, and in the underground facility (or foundry) saw hundreds of Battle droids ("the finest army in the galaxy") being manufactured on an assembly line in preparation for war.

Obi-Wan overheard Count Dooku speaking to Viceroy Nute Gunray (Silas Carson) and other aliens in various commerce guilds about two topics: (1) pressure sought to urge the group of Separatists to sign the military treaty, and (2) efforts to kill Naboo's Senator Amidala. [Gunray was seeking revenge for the defeat of the Trade Federation in the Battle of Naboo in the first film.] Dooku announced a military alliance between them by developing a new Battle droid army, and combining their droid forces. He promised: "The Jedi will be overwhelmed."

At the Lars homestead after the funeral, R2-D2 arrived with a message relayed by Obi-Wan, who needed help in retransmitting his urgent message to Coruscant and the Jedi Council. He summarized what he had learned, including how the Trade Federation was to take delivery of the new Battle droid army, and that Viceroy Gunray was behind assassination attempts on the Senator. Separatist forces were allied behind Count Dooku's Droid army for war. Anakin was ordered by Mace Windu to remain on Tatooine and protect the Senator, rather than fly to Geonosis to aid his Jedi Master Obi-Wan. However, Padmé was insistent that their Naboo starship (with the two droids) leave Tatooine to save Obi-Wan, who had been surrounded and captured during the transmission before he could finish his report.

In the Supreme Chancellor's office in Coruscant, the Jedi Council and Palpatine were worried about Obi-Wan's discoveries. Senator Bail Organa (Jimmy Smits) argued against Senator Ask Aak (Steven Boyle), asserting that the debate over the military act was still occurring, and that they couldn't call up the clone army yet: "The Senate will never approve the use of clones before the Separatists attack." Another Senator, Mas Amedda (David Bowers), suggested a radical measure during the crisis - to have the Senate vote to give the Chancellor emergency powers so he could approve the use of the recently-discovered clone army. During a session of the Senate, replacement "Senator" Binks called for such a vote, and Supreme Chancellor Palpatine was granted "emergency powers." His first act was to organize the Clone Army and send it into battle - to "create a grand army of the Republic to counter the increasing threats of the Separatists." Worried by the recent turn of events, Jedi Mace Windu decided to lead a team of Jedi to Geonosis to help Obi-Wan (not knowing that Padmé and Anakin were also on their way there), while Yoda planned to view the Clone Army created on the planet of Kamino for the Republic.

Imprisoned on Geonosis, Obi-Wan was held hostage - suspended in mid-air to immobilize him, while Count Dooku (who had been Qui-Gon Jinn's Jedi Master) tried to persuasively convince him to join his cause. Dooku revealed an important fact - he stated that the Republic's Senate was secretly under the control of the Dark Lord of the Sith, Darth Sidious, and he implored: "You must join me Obi-Wan, and together, we will destroy the Sith!" Obi-Wan refused, believing that the wisest members of the Jedi Council would have known if what he said was true.

Anakin and Padmé landed in one of planet Geonosis' exhaust vents, and walked down a corridor where they were attacked by winged alien Geonosian creatures. Although Anakin defended them with his lightsaber and the powers of the Force, they were dropped onto a moving assembly line with mechanical robotic arms and stampers ("Machines making machines," C-3PO derided), and buckets holding molten steel. Both Padmé and Anakin dodged numerous deadly pieces of equipment, until they were captured by armored Jango Fett. Held in a dark tunnel near an Execution Arena and expecting to die soon, Padmé unexpectedly declared her feelings of love for Anakin ("I truly deeply love you and before we die, I want you to know"). The two were brought into the arena in a cart, where they were chained to two pillars. Obi-Wan was also handcuffed with his arms pulled above his head at a third pillar. The stadium stands were filled with cheering alien Geonosians, while dignitaries (including Count Dooku, Nute Gunray, the Fetts, Archduke Poggle the Lesser, and others) took their places high up in the Archduke's box.

The prisoners were to battle three savage beast adversaries: a gigantic bull-like, horned Reek, a dino-lobster Acklay, and a lion and rat-like Nexu. Picadors with long spears who were riding on large Orrays poked the monsters toward the center of the arena, to devour the captives. The Nexu attacked Padmé (who had released her chains and climbed to the top of her pillar), while Anakin rode the back of the Reek with his chains used as reins around its horns, and Obi-Wan speared the Acklay. Anakin came to their rescue as they all hopped on the Reek, but they found themselves surrounded by rolling Destroyer droids ("droidekas"). To aid their survival and escape, Mace Windu approached the Archduke's box from behind, drew his lightsaber, and announced: "This party's over." He had stationed his team of Jedi Knights around the entire stadium. The battle began throughout the arena between the Jedi forces (including the three freed captives now equipped with lightsabers) and Dooku's Battle droid army with ray guns who were swarming over the arena floor. An armored and jet-packed Jango Fett and Mace Windu struggled one-on-one briefly, until Windu sliced Jett's helmeted-head off with his lightsaber.

The tide turned against the few dozen-remaining Jedi forces, when they became surrounded and slain by hordes of superdroids and other battle droids. They were on the verge of defeat when Master Yoda flew in with gunships, containing hordes of the Republic's Clone Army troopers. During fierce fighting against the droids, the surviving Jedi fighters and Padmé were safely evacuated onto the gunships. Not wanting Dooku to escape and rally more to his cause, Yoda ordered the gunships to target massive structures on the Geonosian planet, and the clone troops were deployed to engage in an even-greater massive land battle against the Separatist's Droid army and its Federation starships. Fearing defeat and retreat, the Geonosian leader Archduke Poggle the Lesser (Marton Csokas) planned to escape in Nute Gunray's ship Lapiz Cutter. Before leaving, he entrusted Count Dooku, who was heading for Coruscant, with his "designs for the ultimate weapon" they were planning to build [the Death Star!].

In their gunship, Obi-Wan and Anakin tracked escaping Count Dooku on a speeder to a secret hangar tower, where the Count was planning to transport himself away on his inter-stellar solar-sailer ship. As they pursued him, a blast hit their gunship and Padmé was hurled out and tumbled onto the sandy ground. [She was soon rescued by a clone trooper.] Reluctant to continue, Anakin had to be ordered by Obi-Wan to continue their chase without his "personal feelings" getting in the way. The two of them were no match for Dooku's superior "dark side" Jedi Force powers. Without the need of a lightsaber, Dooku fired lightning Forces at Anakin, threw him against a wall and knocked him out, and then with classic swordsmanship skill, he swung his red lightsaber at Obi-Wan. Struck in both the arm and leg, Obi-Wan collapsed to the floor, and watched as Dooku cut off charging Anakin's right arm at the elbow. As both were about to be killed, Master Yoda arrived at the entrance.

The head-to-head duel of Dooku and Yoda was fiercely fought, with Yoda exhibiting equally strong powers of the Force to divert objects hurled at him, and to parry Dooku's lightning Forces. Skills with a lightsaber would determine the victor. Yoda's speed, swordplay, strokes, and skill were phenomenal, and he was able to weaken Dooku. Knowing that he couldn't defeat Yoda, Dooku created a diversion - he caused his Force powers to topple a large crane-pillar onto Yoda's downed comrades. While Yoda saved them by holding off the pillar, Dooku successfully fled away in his solar-sailer. He immediately flew to Coruscant, where in the hangar, he was greeted as Lord Tyranus by black hooded and draped Master Darth Sidious. He was congratulated: "You have done well." Dooku shared good news: "The war has begun." Sidious was pleased: "Everything is going as planned."

In the Jedi Temple Council Chamber in Coruscant (at sunset), Obi-Wan and Mace Windu were uncertain about the Republic's future. Obi-Wan asked about Dooku's warnings: "Do you believe what Count Dooku said about Sidious controlling the Senate?" According to a hesitant Yoda, he believed that Dooku's dark side had created many lies, deceit, and mistrust. They both agreed, however, to keep a close watch on the Senate. They mused about how the clones were responsible for their victory. Yoda disagreed with their use of the word "victory" - "The shroud of the dark side has fallen. Begun the Clone War has." In a military staging area of Coruscant, tens of thousands of clone troops marched in formation in a courtyard as they climbed ramps and boarded massive military assault transport space-ships. As ships were launched, new ones landed to be filled by more forces. Supreme Chancellor Palpatine grimly watched from a balcony with other political advisors.

Meanwhile during the same sunset, apprentice Jedi Anakin (fitted with a new cybernetic mechno-arm) was escorting Senator Amidala home to Naboo. There in the Lake Country, at the retreat lodge's terrace overlooking the lake, the lovers were secretly married by a Naboo holy man. The only two witnesses in attendance were the droids C-3PO and R2-D2.

Film Notables (Awards, Facts, etc.)

With some of the same characters from the previous films, although in a different time period. It was the fifth film in the entire saga - and the second prequel in the series in terms of chronology.

The title Attack of the Clones was a misnomer - the Clone Army came to the counter-attack defense of the Jedi (and the Republic), while an offensive Battle droid army was on the side of Count Dooku and the militaristic Separatists.

Nominated for one Academy Award (with no wins): Best Visual Effects.

It also received seven Razzie nominations, including: Worst Director (George Lucas), Worst Picture, Worst Remake or Sequel, Worst Screen Couple (Hayden Christensen and Natalie Portman), and Worst Supporting Actress (Natalie Portman), and won two Razzie Awards for Worst Screenplay (George Lucas and Jonathan Hales) and Worst Supporting Actor (Hayden Christensen). Character development, acting and dialogue, especially between Anakin and Padme during their love scenes, were criticized.

With a production budget of $115 million, and box-office gross receipts of $302.2 million (domestic), $310.7 million (lifetime domestic gross), and $649.4 million (worldwide).

For the first time, a Star Wars film did not top the box office for its year. It had stiff competition in 2002 against the # 1 highest-grossing (domestic) film Spider-Man (2002) at $403.7 million, and the # 2 film, The Lord of the Rings: The Two Towers (2002) at $340 million.

Attack of the Clones was the first motion picture to be shot completely on a high-definition (HD) digital 24-frame system.

Set-pieces: Anakin's and Obi-Wan's speeder chase after assassin Zam Wesell in Galactic City, the scene of hand-to-hand combat between Obi-Wan and Jango Fett on Kamino's landing platform, the breathtaking aerial chase through the asteroid field of Geonosis, Anakin's and Padmé's dangerous traversing of Geonosis' mechanical-robotic assembly line (manufacturing a droid army), the battle of the captives (Anakin, Padmé, and Obi-Wan) against three monsters in the Execution Arena and between Mace Windu's Jedi fighters and Count Dooku's droids, and the concluding light-saber duel between the Yoda and Count Dooku.