Star Wars: Episode II – Attack of the Clones

• 1. Introduction

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  Star Wars: Episode II, Attack of the Clones premiered on Sunday, the 12th of May 2002. The screening took place at the BMCC Performing Arts Center in New York City, opening the first Tribeca Film Festival. It benefited the Children's Aid Society, a charity George Lucas supported. The event went on to help raise money for children of the victims of the September 11 attacks.

  Ten years have passed since the Battle of Naboo when this story begins. Thousands of planetary systems are breaking away from the Galactic Republic to form a new Confederacy of Independent Systems. Leading that Confederacy is Count Dooku, a former Jedi Master who once mentored Qui-Gon Jinn. Jedi Knight Obi-Wan Kenobi is assigned to investigate an assassination attempt on Senator Padmé Amidala, the former Queen of Naboo. His search leads him to the ocean world of Kamino, where he uncovers a secret clone army built for the Republic. The order for that army was allegedly placed by a Jedi Master named Sifo-Dyas. He was already dead by the time the order was supposedly given. That clone army stood on the edge of a war that would soon be known as the Clone Wars. Meanwhile, Obi-Wan's apprentice, Anakin Skywalker, is assigned to protect Padmé.

  George Lucas, the director behind that story, was by his own account reluctant to return to the writing desk. The reception to his previous film had made him hesitant to write again. A production crew spread across Sydney, Tunisia, Italy and Spain, filming on technology barely used in Hollywood before. When the film finally reached theaters, it set new box office records within days. Yet its full run would tell a stranger story than any Star Wars release before it. What made Lucas hesitant, and why didn't those records add up to the biggest film of its year?

• 2. Anakin's Private War

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  Visions of his mother Shmi, in pain, begin to trouble Anakin Skywalker while he is stationed with Padmé Amidala. He returns with her to his home planet, Tatooine, to check on her. His former owner, Watto, tells him that he sold Shmi years earlier to a moisture farmer named Cliegg Lars. Cliegg later freed Shmi and married her.

  Cliegg tells Anakin that Tusken Raiders abducted Shmi about a month earlier. He believes she is already dead. Anakin rides out to the Tusken camp and finds her still alive, but barely. She dies in his arms.

  Grief turns to rage, and Anakin kills every member of the Tusken tribe at the camp. He later admits what he did to Padmé and vows to stop the people he loves from dying. Despite the Jedi Code's ban on personal attachments, his romance with Padmé continues in secret.

  During a lightsaber duel with Count Dooku on Geonosis, Anakin loses his right arm. Jedi Master Yoda arrives just in time to save him and Obi-Wan. By the film's end, Anakin wears a cybernetic arm in its place and marries Padmé on Naboo, with only the droids R2-D2 and C-3PO as witnesses.

• 3. A Reluctant Rewrite

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  Three months before principal photography began, in March 2000, George Lucas still had no finished script for the next chapter of Star Wars. The polarizing reception to The Phantom Menace, from both critics and fans, had made him hesitant to sit down and write again. By June 2000, Lucas and Jonathan Hales had a draft ready. Hales had written several episodes of The Young Indiana Jones Chronicles for Lucas, though he had little experience with theatrical films. The final shooting script wasn't finished until three days before cameras started rolling.

  In a later interview with Paul Duncan, Lucas explained what he was attempting with the film's romance scenes. He said he wanted to write a love story 'in a style that was extremely old-fashioned,' adding that he didn't know if audiences would 'throw things at the screen' or 'would accept it.' Lucas described the tone as closer to 'a 1930s Western or Saturday matinee serial' than to modern romance.

  As an in-joke during production, the film carried the working title Jar Jar's Great Adventure. It was a sarcastic jab at the negative fan reaction to the Episode I character. Years earlier, while writing The Empire Strikes Back, Lucas had first imagined Lando Calrissian as a clone from a planet of clones, the origin of the 'Clone Wars' mentioned in A New Hope. He later replaced that idea with an army of clone shocktroopers built for the Republic. That replacement idea would become the clone army driving the film into production just months later.

• 4. Virtual Filmmaking

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  Cameras rolled at Fox Studios Australia in Sydney from the 26th of June 2000 to the 20th of September 2000. Location shoots added footage from the Tunisian desert, the Plaza de España in Seville, London, China, Vancouver, and San Diego. Italian locations included Villa del Balbianello on Lake Como and the former royal Palace of Caserta. In March 2001, the crew returned for reshoots. Lucas had decided the droid factory sequence needed a faster pace. A new action scene was built for it, and the live-action footage was shot in just four and a half hours.

  Because Ewan McGregor was preparing to shave for a role in Black Hawk Down, the production fitted him with a hairpiece and a fake beard during post-production.

  Lucas's method of assembling shots from departments scattered across different times and places gave rise to a new term: 'virtual filmmaking.' Attack of the Clones became the first film made this way. Back at Fox Studios, the production reused stages built for McGregor's other film, Moulin Rouge!.

  The production used Sony and Panavision's HDW-F900, a digital camera recording in an HD 24-frame format, making Attack of the Clones one of the first films shot entirely this way. In the Tunisian desert, where temperatures reached up to 125°F (51°C) for earlier films in the series, the new camera ran without complications. Sony's cameras arrived just one week before principal photography began. Lucas had wanted to use the format for The Phantom Menace, but Sony could not build the cameras fast enough in time. Despite Lucas's efforts to persuade theaters to install digital projectors for the film's release, few of them did.

• 5. Building Digital Actors

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  Ben Burtt's team began each sequence with what they called 'videomatics,' named for the household video cameras used to shoot them. Production assistants and relatives of the effects department acted out scenes against green screen. Computer-generated imagery filled in rough backgrounds, and Burtt cut the footage together and sent it to Lucas for notes.

  The previsualization team then refined each videomatic into an 'animatic,' swapping in digital stand-ins for the actors, props, and sets. That animatic was shown to the actors on set to help them picture scenes performed largely against bluescreen. The Battle of Geonosis skipped storyboards and videomatics entirely. The animatics department received only a brief outline and was given free rein to build the sequence. Lucas asked only for strong action shots he could later choose from.

  Animators Rob Coleman and John Knoll built two early tests of a fully CGI Yoda, using audio pulled from The Empire Strikes Back. Frank Oz, who had voiced and puppeteered Yoda since the original trilogy, advised the team that Yoda should look extremely old, sore, and frigid. Lucas admitted he was 'scared to death' about how the character would turn out. Coleman later said the key was matching small details from the puppet. 'When Frank would move the head, the ears would jiggle. If we hadn't put that in, it wouldn't look like Yoda.'

  At 78 years old, Christopher Lee relied on a stunt double for the most demanding acrobatics in his lightsaber duel with Yoda. His face was superimposed onto the double's body in every shot except close-ups. During filming, Samuel L. Jackson fought creatures that were entirely invisible on set, added later through visual effects. At his own request, Jackson's character, Mace Windu, was given a lightsaber that glows purple instead of the usual blue, green, or red.

  The Geonosis amphitheater began as a miniature built from foam blocks. But the new digital cameras exposed flaws in it that older film cameras would have hidden.

• 6. Finding Anakin

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  Jonathan Brandis, Chris Klein, and Leonardo DiCaprio were among the many actors Lucas considered before casting Hayden Christensen as Anakin Skywalker. Other names in the search included Devon Sawa, Charlie Hunnam, Topher Grace, Nick Swardson, and Rob McElhenney. The list also included Eric Christian Olsen, Joshua Jackson, Erik von Detten, James Van Der Beek, Ryan Phillippe, Colin Hanks, and Paul Walker.

  Leonardo DiCaprio met with Lucas about the part but turned it down, saying he 'wasn't ready to take that dive.' He went on to star in Catch Me If You Can and Gangs of New York, both released in 2002 instead. Hayden Christensen, once cast, initially assumed the role would go to someone else, since he had heard so many other names attached to it.

  Natalie Portman later told Time magazine that Christensen 'gave a great reading.' She added that he 'could simultaneously be scary and really young.'

  Elsewhere in casting, David Duchovny turned down an undisclosed role in the film to star in Evolution instead. Ray Winstone auditioned for the part of Padmé's father but was dismissed after showing up to the audition drunk.

• 7. Broken Records And Mixed Reviews

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  Attack of the Clones opened worldwide on the 16th of May 2002. On Rotten Tomatoes, the film holds an approval rating of 62 percent from 323 reviews. The site's consensus praised its 'increased emphasis on thrilling action' while faulting 'ponderous plot points and underdeveloped characters.' Metacritic gives the film a weighted score of 54 out of 100 from 39 critics, indicating 'mixed or average reviews.' Audiences polled by CinemaScore gave it an average grade of A-, the same score as The Phantom Menace.

  Roger Ebert, who had praised the earlier Star Wars films, gave Episode II two out of four stars. He wrote that he was amazed to reach the end of the film without hearing 'one line of quotable, memorable dialogue.' Of Anakin and Padmé's romance, Ebert said there 'is not a romantic word they exchange that has not long since been reduced to cliché.' Kenneth Turan of the Los Angeles Times compared Lucas to Peter Pan, writing that he 'has never really grown up.'

  Not every critic was unkind. James Berardinelli of ReelViews.net called the film refreshing, noting that it 'fulfills the promise of its name and adds another title to a storied legacy.' Leonard Maltin, who had liked every previous installment, still gave this one two out of four stars. He cited an 'overlong story' and wrote that 'wooden characterizations and dialogue don't help.'

  It made $30.1 million on its first day alone, plus another $6 million from midnight screenings. That combination set the record for the highest Thursday gross ever, beating the previous mark held by Independence Day. The Matrix Reloaded broke that record the following year. Over its first four days, the film made $116.3 million, the second-fastest film ever to approach $100 million, behind only Spider-Man. Its opening weekend gross of $80 million ranked as the third-highest of all time.

  Worldwide, the film ultimately grossed $653.8 million, becoming the fourth-highest-grossing film of 2002. In North America it earned $310,676,740, finishing third for the year there. Its $338,721,588 overseas take made it fourth worldwide, behind Harry Potter and the Chamber of Secrets. Spider-Man and The Lord of the Rings: The Two Towers both outgrossed it domestically. That made Attack of the Clones the first Star Wars film not to be the year's top earner anywhere in the world.

• 8. Political Echoes And Afterlives

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  George Lucas has compared Palpatine's rise to power with Adolf Hitler's ascent in Nazi Germany. Both were granted emergency powers as head of government. Scholars have drawn similar parallels to Octavian, who became Rome's first emperor, Augustus. Napoleon Bonaparte offers another parallel. He rose to power in France between 1796 and 1799.

  Scholar Anne Lancashire has described the film as 'thoroughly political in its narrative,' arguing that personal relationships take a back seat to political drama. She called it 'a critique of the increasing role played by economic and political appetite in contemporary First World international politics in general.'

  The dystopian cityscape of Coruscant nods to 1982's Blade Runner, while Obi-Wan's role in the story has been compared to James Bond. Zam Wesell's attempt on Padmé's life echoes a scene from the first Bond film, Dr. No. The Geonosis arena fight draws on Ridley Scott's 2000 film Gladiator, and a scene at Plaza de España recreates a moment from Lawrence of Arabia.

  In a 2023 interview, cartoonist and animation producer ND Stevenson said Zam Wesell, the shapeshifting bounty hunter, sparked his lifelong interest in shapeshifters. Stevenson has called Double Trouble, a character from She-Ra and the Princesses of Power, an homage to Wesell.

  Scholars in the archival field have also studied the film's librarian character, Jocasta Nu, the Jedi Temple's archivist. Eric Ketelaar has argued that Nu represents an archivist who 'mediates, shares, or obstructs' the power of the archive. Former Society of American Archivists president Randall C. Jimerson countered that the film offers 'a more confident view of archives' than most media.

  Three years later, on the 19th of May 2005, Revenge of the Sith continued the story. It followed Anakin's transformation into Darth Vader and completed the prequel trilogy.