Star Wars : Episode II Attack of the Clones Star Wars " : Episode II " Attack of the Clones is a 2002 film directed by George Lucas and written by Lucas and Jonathan Hales . It is the second film in the " Star Wars " prequel trilogy . The film is set ten years after the Battle of Naboo , when the galaxy is on the brink of civil war . Under the leadership of renegade Jedi Master Count Dooku , thousands of systems threaten to secede from the Republic . When an assassination attempt is made on Senator Padmé Amidala , the former Queen of Naboo , Jedi apprentice Anakin Skywalker is assigned to protect her , while his mentor Obi - Wan Kenobi is assigned to investigate the assassination attempt . Soon the Jedi are drawn into the heart of the separatist movement , and the beginning of a new threat to the galaxy : the Clone Wars . " Attack of the Clones " was the first " Star Wars " film to use a high - definition system for most of the its live - action scenes . The film was a financial success , grossing over $ 600 million at the worldwide box office . However , for the first time , a " Star Wars " film did not earn the highest box - office sales for the year ; " Attack of the Clones " ended up fourth behind The Lord Of The Rings : The Two Towers , Harry Potter And The Chamber Of Secrets and Spider - Man . Synopsis . A decade after the events of " " , the Galactic Republic is in crisis . A Separatist movement led by former Jedi Master Count Dooku , alias the Sith Lord Darth Tyranus , is threatening the peace , causing the Galactic Senate to debate a Military Creation Act to form a standing army for the Republic ' s protection . Senator Padmé Amidala , former Queen of Naboo , returns to Coruscant to vote against the Act , even though there are no longer enough Jedi to maintain peace and justice in the galaxy . Upon her arrival on Coruscant , she narrowly escapes an assassination attempt that claims the life of her decoy , Cordé . As a result , Supreme Chancellor Sheev Palpatine requests that Jedi Knight Obi - Wan Kenobi and his apprentice , Anakin Skywalker , protect her . That night , the assassin Zam Wesell makes another attempt on Amidala ' s life , though the Jedi are able to foil her plot . They pursue her through Galactic City , eventually disarming her in a bar . Upon being questioned by Obi - Wan and Anakin outside the bar , she is killed by a saberdart , fired by a mysterious man , before the Jedi can learn the name of her employer . Returning to the Jedi Temple , Obi - Wan is assigned by the council to track down the assassin ' s killer . Meanwhile , Anakin continues his task of protecting the Senator , and is asked to escort her back to her home planet of Naboo . Anakin welcomes the opportunity , as he often becomes angry and frustrated by Obi - Wan ' s criticism , and is glad to have an opportunity to be on his own . Further , he has become infatuated with Padmé , and relishes the chance to spend time with her . Junior Representative Jar Jar Binks assumes the Senator ' s duties in her absence . During the investigation , Obi - Wan is led to a mysterious planet called Kamino — missing from the Jedi Archives — where he discovers a secret clone army being developed for the Republic . He is told by Prime Minister Lama Su that the army was ordered some ten years ago by Jedi Master Sifo - Dyas — although Obi - Wan was " under the impression " that Sifo - Dyas was killed before that time . A bounty hunter named Jango Fett was hired as the template for the clones . Obi - Wan meets Jango on Kamino , and believes him to be the killer he has been tracking . He tries to capture Jango , which leads to a titanic one - on - one fight between them . Jango makes use of his blasters and missile equipment , managing to defeat Obi - Wan by sending him plummeting into the raging sea below . Thinking he is dead , Jango departs Kamino with his son Boba . Unable to capture Jango , Obi - Wan places a homing beacon on his ship , " Slave I " , and follows him to the planet of Geonosis . Meanwhile , Anakin and Padmé have been spending much time together on Naboo , enjoying each other ' s company and playfully frolicking in the fields . Eventually , Anakin reveals his deep love for her , vowing to do whatever she requests . However , Padmé resists , explaining that it would be impossible for the two of them to be together , since she is a Senator and he is a Jedi . Anakin is angered by this , and experiences inner conflict between his strong desires for her and his duties as a Jedi . Anakin is also troubled by a newfound sense that his mother is in grave danger , and he beckons for Padmé to accompany him to his home planet of Tatooine — in the process disobeying Obi - Wan ' s orders to remain on Naboo . Upon arriving , Anakin tracks down his former owner Watto , from whom he learns that his mother has married a moisture farmer named Cliegg Lars , and travels to the Lars moisture farm . There , Anakin and Padmé find C - 3PO , and the droid introduces Anakin to his step - brother Owen . Cliegg tells Anakin the horrible truth , that his mother was kidnapped a month ago by a pack of Tusken Raider s . Anakin travels through the night , and finds her tied and beaten in a Tusken camp . Within moments , she dies in his arms . Enraged and heartbroken , he slaughters the entire Tusken community ; men , women and even children . Back at Coruscant , Yoda senses a terrible darkness in the Force as the slaughter continues ( Qui - Gon Jinn ' s voice can also be heard shouting " Anakin , Anakin , No ! " during this scene ) . Anakin then brings his mother ' s body back to the homestead , where her funeral is held . On Geonosis , Obi - Wan overhears a meeting between Count Dooku and the leaders of the commerce guilds , and learns that they are behind the separatist movement and have built up a new droid army . He also learns that it was Nute Gunray who ordered the assassination of Amidala , as revenge for the defeat of the Trade Federation at the Battle of Naboo . Obi - Wan transmits his findings to the Council , relayed by way of Anakin and Padmé ' s ship , though he is surrounded by droideka s and captured before he can finish his report . Now that the Jedi council knows of Dooku ' s army , Jedi Master Mace Windu leads a team to Geonosis . Unbeknownst to them , Anakin and Padmé also make their way there to rescue Obi - Wan . Meanwhile , Representative Binks calls for Chancellor Palpatine to be given emergency powers , with which he can call the recently discovered clone army into battle . Back on Geonosis , Count Dooku tries to persuade Obi - Wan to join him , warning him that Darth Sidious is now in control of the Senate . Obi - Wan refuses to believe him , saying that the Jedi would have known if that was the case . Anakin and Padmé arrive on the planet , but are quickly captured by Jango Fett and sentenced to death , joining Obi - Wan in the Geonosis arena where they are to be executed . In the high stands , Count Dooku , Nute Gunray , Rune Haako , Poggle the Lesser , Jango Fett and Boba Fett watch the start of the planned execution . The trio are forced to battle a reek , a nexu and an acklay . During their struggle , Mace Windu arrives with his Jedi strike team , and they battle Dooku ' s droid army in the arena . Upon seeing so many Jedi in one place , Jango Fett jetpacks down to the arena floor , and engages Windu . After a short struggle , Windu manages to kill Jango due to his jetpack malfunctioning , but defeat for the Jedi still seems imminent . Yoda unexpectedly arrives with the Republic ' s new clone army , but only a handful of Jedi had survived . Those killed include : Sta - Den Eekin ] , Sephjet Josall , Sar Labooda , Khaat Qiyn , Que - Mars Redath - Gom , Fi - Ek Sirch , Galdos Stouff , Nicanas Tassu , Coleman Trebor , and about 160 other Jedi . descending upon the arena in gunships and picking up Padmé and the surviving Jedi . However , Joclad Danva is killed while trying to get on a gunship , and Tarados Gon is later killed when his gunship was shot down . An even larger battle erupts outside the arena between the Republic ' s clone army and the Droid Army of the Confederacy of Independent Systems . Nute Gunray and Rune Haako subsequently retreat in Gunray ' s ship . Poggle the Lesser entrusts Count Dooku with the early plans for the Death Star . Dooku attempts to escape , but Obi - Wan and Anakin track him to a secret hangar , where they engage him in combat . Unfortunately , they are no match for Dooku ' s now - revealed mastery of the dark side and the lightsaber combat style that he employs . He fires Force lightning at Anakin , injures Obi - Wan and cuts off Anakin ' s right arm . Yoda appears just as Dooku is about to escape , and the two masters of the Force go head - to - head in a fierce duel . Dooku , realizing he can ' t defeat Yoda , attempts to topple a large pillar on Obi - Wan and Anakin as a distraction . While Yoda uses the Force to divert the pillar , Dooku flees in his solar sailer . Flying to an industrial sector of Coruscant , he meets up with his master , Darth Sidious , who is pleased that the war has begun as planned . In the Jedi Temple , Obi - Wan , Mace and Yoda ponder Dooku ' s warning that Darth Sidious is controlling the Senate . Yoda is hesitant to believe this , stating that the dark side is capable of creating fear and mistrust . He and Windu agree that they should nevertheless closely monitor the Senate . Meanwhile , Chancellor Palpatine and a number of senators , including Bail Organa , oversee the launching of massive clone trooper forces . Back at Naboo , Anakin , with a new mechanical arm , and Padmé hold a secret wedding , with C - 3PO and R2 - D2 as the only witnesses . Development . Principal photography lasted from June 26 to September 20 , 2000 . Filming primarily occurred at Fox Studios , Sydney , with additional location shooting in Tunisia desert , at the Plaza de España Seville in Spain , and in Italy at the Villa del Balbianello on Lake Como and the Caserta Palace . Pick up shots took place in Ealing Studios . In December 2001 , it was rumored that members of * NSYNC were filmed as extras in Attack of the Clones . In the following days , the story gained momentum and it was reported that three band members — , , and — were given parts as Jedi and Naboo citizens by producer Rick McCallum . Lucasfilm later confirmed the news but denied the rumor that it was done by George Lucas as a favor for his daughters Katie and Amanda , who were fans of the band . Also , acknowledged that he and were not involved , but that Joey Fatone ' s brother Steve was . Many Star Wars fans reacted negatively to the news , many seeing this incident as further evidence of Star Wars " selling out " , similar to some Star Wars fans ' reactions to Jar Jar Binks or the Ewok s . On January 12 , 2002 , a " Saturday Night Live " sketch showed a satirical " first look " at " Attack of the Clones " , wherein the movie was forced to grind to a halt to allow for * NSYNC to perform an impromptu musical number entitled " I ' m a Jedi Knight in these Jedi Days . " Joey Fatone later announced that the singers ' parts had been cut from the film because of the negative fan reaction . However , Lucasfilm ' s Lynne Hale denied this , saying that it was up to Lucas , and that " the final edit of the film is what he determines it will be . " Release . In the lead - up to release , Lucasfilm released another series of web documentaries , and experimented with other promotional tools , including Episode II Select , Ahmed Best ' s on - set videos , " " and " " . Merchandising . The film ' s was released by Sony on April 23 , 2002 . A of the movie was written by R . A . Salvatore . It includes scenes created by Salvatore and unique to the novel . The book ' s Prologue describes Anakin , while flying to Ansion with Obi - Wan , having a nightmare of his mother turning into glass and shattering . The following pages relate the events leading up to Shmi Skywalker ' s capture by Tusken Raiders and Cliegg Lars ' s loss of his leg while attempting to rescue her . These scenes give a more detailed insight into Shmi ' s life on the moisture farm and her relationships with Cliegg , Owen , Beru , and C - 3PO than can be provided in the film . Interspersed with these events are scenes of Senator Amidala on Naboo prior to her departure for Coruscant to vote on the Military Creation Act . She discusses with her sister the question of retiring from politics to start a family and receives reports about the unrest ( briefly mentioned in the film ) among spice miners on Naboo ' s moons . The book also delves more deeply than the film into the father - son relationship of Jango and Boba Fett , making Jango ' s death more emotionally meaningful ( however , it also makes several inaccuracies concerning Jango . For example , the author referred to his armor as " gray " , when it is actually white with blue accents . ) . The first of the " Boba Fett " series of young adult novels draws upon this material . Home video . " Star Wars Episode II : Attack of the Clones " was released on VHS and DVD in November 2002 . The VHS included six deleted scenes and a segment of " Star Wars : Connections " . This would be the final VHS release of any kind for " Star Wars " in the United States . As such , there is no way to acquire a full VHS set for the Prequel Trilogy since there would not be one for " Revenge of the Sith " . The DVD contains by George Lucas that make the DVD a slightly different version from its theatrical release . The film was released on Blu - ray in September 2011 . On April 7 , 2015 , the Walt Disney Studios , 20th Century Fox , and Lucasfilm jointly announced the digital releases of the six released " Star Wars " films . As Lucasfilm had retained digital distribution rights to Episodes I thru III and V thru VI , Walt Disney Studios Home Entertainment released " Attack of the Clones " for digital download on April 10 , 2015 . Despite the Walt Disney Company ' s 2012 purchase of Lucasfilm Ltd . and the release rights to all future " Star Wars " films , Fox was to retain original distribution rights to , which they co - produced and co - financed , in perpetuity in all media worldwide . Fox was also to retain theatrical , nontheatrical , and home video rights worldwide for the franchise ' s five subsequent films , which Lucasfilm produced and financed independently , through May 2020 , at which time ownership was to transfer to Disney . This complex relationship between Fox and Disney , particularly in regards to Fox ' s perpetual rights to Episode IV , was to create an obstacle for any future boxed set comprising all nine films . On December 14 , 2017 , the Walt Disney Company announced that it is acquiring most of Fox ' s parent company , , including the film studio and all distribution rights to " A New Hope " . Reception . The film grossed $ 310 , 676 , 740 in the United States and $ 338 , 721 , 588 overseas , a huge financial success which nevertheless was overshadowed by the even greater box - office success of " The Phantom Menace " . Also , it was not the top grossing film of the year , the first time a " Star Wars " film has not had that distinction . The films that out - earned it were " " , " " , and " " , all of which enjoyed a more favorable critical reception as well . Initial reviews of the film were mixed , with general admiration for the action sequences and , and criticism of the more traditional cinematic elements such as character development and dialogue , particularly with respect to the relationship between Padmé and Anakin . The marketing of the film reacted to this by downplaying the subplot by the time of the DVD release and emphasizing Yoda ' s popular fight scene . The dialogue was noted to be " leaden " and " flat " by critics . The acting was also disparaged by some critics for these same characteristics .