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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....


Star Wars Episode II: Attack of the Clones is a 2002 science fantasy film directed and co-written by George Lucas. It was the fifth film to be released in the Star Wars saga, and the second in terms of internal chronology and takes place ten years after the events depicted in Star Wars Episode I: The Phantom Menace.

Now 20, young Anakin Skywalker (Hayden Christensen) is an apprentice to respected Jedi Knight Obi-Wan Kenobi (Ewan McGregor). Unusually powerful in the Force, Anakin is also impatient, arrogant, and headstrong, causing his mentor a great deal of concern. The pair are ordered to protect Padme Amidala (Natalie Portman), the former queen of the planet Naboo, now representing her world in the Galactic Senate. Someone is trying to assassinate her on the eve of a vote enabling Supreme Chancellor Palpatine (Ian McDiarmid) to build a military force that will safeguard against a growing separatist movement led by mysterious former Jedi Count Dooku (Christopher Lee). After another attempt on Padme's life, Obi-Wan and Anakin separate. The young Jedi and Padme fall in love as he escorts her first to the security of Naboo and then to his home world of Tatooine, where the fate of his mother leads him to commit an ominous atrocity.

Meanwhile, Obi-Wan travels to the secretive planet Kamino and the asteroid-ringed world of Geonosis, following bounty hunter Jango Fett (Temuera Morrison) and his son, Boba (Daniel Logan), who are involved in an operation to create a massive army of clones. A vicious battle ensues between the clones and Jedi on one side and Dooku's droids on the other, but who is really pulling the strings in this galactic conflict?

Filming primarily occurred at 20th Century Fox studios in Australia, with additional location shooting in the Tunisian desert, at the Plaza de España in Seville, Spain, and in Italy at the Villa del Balbianello on the Lake of Como, and in the Royal Palace in Caserta. The film's subtitle was met with a negative attitude when it was first revealed; some compared it to the title of the film Attack of the 50 Foot Woman. It was long thought that the title The Rise of the Empire would be the true title of the film. As a disguise during filming, the film's "working title", intended sarcastically in light of the negative fan response to the Episode I character, was Jar Jar's Big Adventure. At his own personal request, Samuel L. Jackson's character Mace Windu received a lightsaber that emitted a purple glow, as opposed to traditional blue and green for "good guys" and red for "bad guys". In addition to his request of a purple glow, he was rumored to have "B.M.F." inscribed on the bottom of the lightsaber hilt, a reference to his role in Pulp Fiction.

Like the saga's previous film, The Phantom Menace, Attack of the Clones furthered technological development, effectively moving Hollywood into the "digital age" and spawned controversy over the benefits and disadvantages of digital cinematography that continue to this day as more filmmakers "convert" to digital filmmaking in addition to many filmmakers stating their opposition of it. In contrast to previous installments, for which scenes were shot in the Tunisian desert in temperatures up to 125°F(51°C), the camera would still run without complications. Lucas had stated that he wished to film The Phantom Menace on this format but Sony was unable to build the cameras quickly enough. In 2002, Attack of the Clones became the first film to be shot entirely on a digital camera. Yoda #3 - Episode II Despite Lucas' efforts to persuade movie theaters to switch to digital projectors for better viewing of Episode II, few theaters did. Because of George 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 "virtual filmmaking". The film was produced under a budget of US$120 million, making it the most expensive set budget of any Star Wars film.

Episode II also introducing a new completely CGI-created version of the character Yoda. Lucas repeatedly stated to the animation department that "the trick" to the animation of the CGI Yoda was to make him like the puppet from which he was based on in order to maintain a flow of continuity. Frank Oz (puppeteer for Yoda in the original trilogy and The Phantom Menace) was consulted; his main piece of advice was that Yoda should look extremely old, sore, and frigid. Because of Christopher Lee's age, he was unable to perform much of the fight sequences, especially the duel with Yoda. As such, a stunt double performed the scenes instead and Lee's face was superimposed onto the double's body. Lucas often called the duel crucial to the animation department, as it had such potential to be humorous rather than dramatic.



Observers believe that Palpatine's rise to power is very similar to that of Adolf Hitler in Nazi Germany; as Chancellor of Germany, the latter was granted "emergency powers", as was Chancellor Palpatine. Comparisons have been made to Octavian - who became Augustus, the first emperor of Rome - and to Napoleon Bonaparte, who rose to power in France from 1796 to 1799. Octavian was responsible for the deaths of several hundred political opponents well before he was granted tribunician powers; Bonaparte was appointed First Consul for life (and later Emperor) by the French Consulate after a failed attempt on his life and the subsequent coup of 18 Brumaire in 1799. Some have drawn parallels to the American Civil War, likening the Separatists to the Confederate States of America; the official name of the Separatist group is the "Confederacy of Independent Systems". The name of the government Army, the "Grand Army of the Republic", is the same in both Star Wars and the American Civil War, and both Palpatine and Lincoln took extensive warmaking powers and suspended many civil rights.

Palpatine's role in popular culture extends beyond the Star Wars universe and its fans. Palpatine has become synonymous in American mass media with evil, deception, manipulation, and power. The character is utilized as a literary device - either as a simile or metaphor - to emphasize these traits. For example, one of the characters from Orland Outland's novel Every Man for Himself (1999) is described as "rubbing his hands together in imitation of the emperor in Return of the Jedi." He says, "Everything is happening exactly as I have foreseen!" In film and television, Palpatine's likeness is similarly used as a parody. Comedy series such as The Simpsons, South Park, American Dad!, and Family Guy have employed Palpatine's image to satirize characters and public figures. For instance, in the South Park episode "Best Friends Forever", Satan sends his boyfriend Kevin, a parody of Emperor Palpatine, to secretly manipulate the Republican-controlled Congress into opposing human euthanasia to prevent a character from dying and going to Heaven. Similarly, "Deacon Stan, Jesus Man," an episode of American Dad! portrays George W. Bush's senior advisor Karl Rove as Palpatine. Stan, uses Rove to help him become a deacon at his church through deceit.

Historical war journalism, combat films and footage of World War II combat also influenced the documentary style camera work of the Battle of Geonosis in Episode II, even to the point that hand-held shakes were digitally added to computer generated sequences. In addition, much World War II footage features the German army's marches through the streets of Nazi Germany. In a similar fashion, Clone troopers march onto starships toward the end of the film on the planet Coruscant.

A large search for the new Anakin Skywalker was performed across the United States. Lucas auditioned various actors, mostly unknown, before settling on Canadian Hayden Christensen. Among the many established actors who auditioned were Ryan Phillipe, Colin Hanks, and Jonathan Brandis. Leonardo DiCaprio also met with Lucas for the role, but was "definitely unavailable" according to DiCaprio publicist Ken Sunshine. Co-star Natalie Portman later told Time magazine that Christensen "gave a great reading. He could simultaneously be scary and really young."

The prequel trilogy films often refer to the original trilogy in order to help to connect the films together. Lucas has often referred to the films as a long poem that rhymes. Such examples include the now-famous line of "I have a bad feeling about this", a phrase used in each film, and battles, namely lightsaber duels, that almost always occur over a pit.

As with Attack of the Clones, The Empire Strikes Back was the middle film in a trilogy; therefore, of the original trilogy films, Empire is the object of the most references in Attack of the Clones. In both films, an asteroid field is the backdrop of a major star battle in the middle of the film. Obi-Wan Kenobi escapes Jango Fett by attaching his spacecraft to an asteroid in order to disappear from the enemy sensors; Han Solo uses the exact same tactic by attaching the Millennium Falcon to a Star Destroyer in Empire. As a retcon, John Knoll confirms on the film's DVD commentary that Boba Fett, who would later catch Solo in the act in Empire, "learned his lesson" from the events of Attack of the Clones.

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