Star Wars: Episode II – Attack of the Clones

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Star Wars: Episode II – Attack of the Clones is a 2002 American space opera film. It is the second film of 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 solar systems secede from the Galactic Republic. When an assassination attempt is made on Senator Padme Amidala, the former Queen of Naboo, 19-year-old Jedi apprentice Anakin Skywalker is assigned to protect her, while his mentor Obi-Wan Kenobi is assigned to investigate the assassination attempt. Soon, Anakin, Padme, and Obi-Wan are drawn into the heart of Separatist territories, and the beginning of a new threat of the galaxy, the Clone Wars.

Directed by George Lucas. Written by George Lucas and Jonathan Hales.
A Jedi Shall Not Know Anger. Nor Hatred. Nor Love. (taglines)

Opening crawl[edit]

  • 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....

Queen Jamilla[edit]

  • We must keep our faith in the Republic. The day we stop believing democracy can work is the day we lose it.

Count Dooku[edit]

  • Our friends from the Trade Federation have pledged their support. And when their battle droids are combined with yours, we shall have an army greater than any in the galaxy. The Jedi will be overwhelmed. The Republic will agree to any demands we make.

Padmé Amidala[edit]

  • To be angry is to be human.

Anakin Skywalker[edit]

  • I don't like sand. It's coarse and rough and irritating and it gets everywhere.

Chancellor Sheev Palpatine[edit]

  • It is with great reluctance that I have agreed to this calling. I love democracy. I love the Republic. But I am mild by nature, and do not wish to see the destruction of democracy. The power you give me, I will lay down when this crisis has abated. And, as my first act with this new authority, I will create a grand army of the Republic to counter the increasing threats of the Separatists.


Chancellor Palpatine: I don't know how much longer I can hold off the vote, my friends. More and more star systems are joining the Separatists.
Mace Windu: If they do break away—
Palpatine: I will not let this Republic that has stood for a thousand years be split in two! My negotiations will not fail.
Mace: If they do, you must realize that there aren't enough Jedi to protect the Republic. We're keepers of the peace, not soldiers.
Palpatine: Master Yoda, do you really think it will come to war?
Yoda: Hmmm. The dark side clouds everything. Impossible to see, the future is.

[Obi-Wan and Anakin look around a bar in Coruscant for assassin Zam Wesell]
Obi-Wan Kenobi: Why do I get the feeling you're going to be the death of me?
Anakin Skywalker: Don't say that, master. You're the closest thing I have to a father.
Obi-Wan: Then why don't you listen to me?
Anakin: I am trying.
Obi-Wan: Do you see him?
Anakin: I think "he" is a she. And I think she's a changeling.
Obi-Wan: In that case, be extra careful. Go and find her.
Anakin: Where are you going, Master?
Obi-Wan: For a drink. [sits down at a counter]
Barfly: You wanna buy some death sticks?
Obi-Wan: [executes a Jedi mind trick] You don't want to sell me death sticks.
Barfly: I don't wanna sell you death sticks.
Obi-Wan: You want to go home and rethink your life.
Barfly: I wanna go home and rethink my life. [leaves]

Palpatine: And so, they've finally given you an assignment. Your patience has paid off.
Anakin: Your guidance more than my patience.
Palpatine: You don't need guidance, Anakin. In time, you will learn to trust your feelings. Then, you will be invincible. I have said it many times, you are the most gifted Jedi I have ever met.
Anakin: Thank you, Your Excellency.
Palpatine: I see you becoming the greatest of all the Jedi, Anakin. Even more powerful than Master Yoda.

Anakin: From the moment I met you, all those years ago, not a day has gone by when I haven't thought of you. And now that I'm with you again... I'm in agony. 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. My heart is beating... hoping that kiss will not become a scar. You are in my very soul, tormenting me... what can I do? I will do anything you ask. If you are suffering as much as I am, please tell me.
Padmé Amidala: I can't... We can't... It's not possible.
Anakin: Anything is possible, Padmé. Listen to me...
Padmé: No, you listen! We live in a real world; come back to it. You're studying to become a Jedi, I'm... I'm a senator. If you follow your thoughts through to conclusion, they will take us to a place we cannot go, regardless of the way we feel about each other.
Anakin: Then you do feel something!
Padmé: I will not let you give up your future for me.
Anakin: You're asking me to be rational. That is something that I know I cannot do. Believe me, I wish that I could just wish away my feelings, but I can't.
Padmé: I will not give into this.
Anakin: Well, you know, it... it wouldn't have to be that way. We could keep it a secret.
Padmé: We'd be living a lie, one that we couldn't keep, even if we wanted to. I couldn't do that. Could you, Anakin? Could you live like that?
Anakin: No. You're right. It would destroy us all.

Obi-Wan: [on hologram, from Kamino] I have successfully made contact with the Prime Minister of Kamino. They are using a bounty hunter named Jango Fett to create a clone army. I have a strong feeling that this bounty hunter is the assassin we're looking for.
Mace: Do you think these cloners are involved in the plot to assassinate Senator Amidala?
Obi-Wan: No, Master, there appears to be no motive.
Yoda: Do not assume anything, Obi-Wan. Clear, your mind must be, if you are to discover the real villains behind this plot.
Obi-Wan: Yes, Master. They say that Master Sifo-Dyas placed the order for a clone army at the request of the Senate, almost ten years ago. I was under the impression he was killed before that. Did the Council ever authorize the creation of a clone army?
Mace: No. Whoever placed that order did not have the authorization of the Jedi Council.
Yoda: Into custody, take this Jango Fett. Bring him here. Question him, we will.
Obi-Wan: Yes, Master. I will report back if and when I have him. [hologram fades]
Yoda: Blind we are, if the creation of this clone army we could not see.
Mace: I think it is time we informed the Senate that our ability to use the Force has diminished.
Yoda: Only the Dark Lords of the Sith know of our weakness. If informed, the Senate is, multiply, our adversaries will.

Obi-Wan: [in holograph recording, Anakin and Padmé listen on Tatooine] Anakin, my long-range transmitter has been knocked out. Retransmit this message to Coruscant. [Padmé sends the signal; Palpatine and the Jedi Council watch the recording] I have tracked the bounty hunter Jango Fett to the droid foundries on Geonosis. The Trade Federation is to take delivery of a droid army here, and it is clear that Viceroy Gunray is behind the assassination attempts on Senator Amidala. The Commerce Guild and the Corporate Alliance have both pledged their armies to Count Dooku, and are forming a...Wait, wait. [ignites his lightsaber, blocks a few laser blasts, and a droideka appears as Obi-Wan is captured by Dooku's forces]
Yoda: More happening on Geonosis, I fear, than has been revealed.
Mace: I agree. [to Anakin] Anakin, we will deal with Count Dooku; the most important thing for you is to stay where you are. Protect the Senator at all costs. That is your first priority.
Anakin: Understood, Master.

Bail Organa: The Commerce Guild and the Corporate Alliance are preparing for war. There can be no doubt of that.
Palpatine: Count Dooku must've made a treaty with them.
Bail: We must stop them before they're ready.
Palpatine: Master Yoda, how many Jedi are available to go to Geonosis?
Yoda: Throughout the galaxy, thousands of Jedi, there are. To send on a special mission, only 200 are available.
Bail: With all due respect for the Jedi Order, Master Yoda, that's not enough.
Yoda: Through negotiation, the Jedi maintain peace. Starting a war, we have no intention of.
Ask Aak: [in Huttese] The debate is over. Now we need that clone army.
Bail: Unfortunately, the debate is not over. The Senate will never approve the use of clones before the Separatists attack.
Mas Amedda: This is a crisis. The Senate must vote the Chancellor emergency powers. He can then approve the creation of an army.
Palpatine: But what Senator would have the courage to propose such a radical amendment?
Amedda: If only... Senator Amidala were here.

[Count Dooku tries to recruit Obi-Wan into the Separatist cause]
Count Dooku: It's a great pity that our paths have never crossed before, Obi-Wan. Qui-Gon always spoke very highly of you. I wish he were still alive. I could use his help right now.
Obi-Wan: Qui-Gon Jinn would never join you.
Dooku: Don't be so sure, my young Jedi. You forget that he was once my apprentice, just as you were once his. He knew all about the corruptions of the Senate, but he would never have gone along with it if he had learned the truth as I have.
Obi-Wan: The truth?
Dooku: The truth. What if I told you that the Republic is now under the control of the Dark Lords of the Sith?
Obi-Wan: No, that's not possible! The Jedi would be aware it!
Dooku: The dark side of the Force has clouded their vision, my friend. Hundreds of senators are now under the influence of a Sith Lord called Darth Sidious.
Obi-Wan: I don't believe you.
Dooku: The Viceroy of the Trade Federation was once in league with this Darth Sidious, but he was betrayed ten years ago by the Dark Lord. He came to me for help; he told me everything. The Jedi Council wouldn't believe him. I've tried many times to warn them, but they wouldn't listen. By the time they sense the Dark Lord's presence, it would already be too late. You must join me, Obi-Wan, and together we will destroy the Sith!
Obi-Wan: I will never join you, Dooku.
Dooku: [coldly] It may be difficult to secure your release.

[Anakin Skywalker and Padmé Amidala are about to be sent to the Geonosian arena to be executed]
Anakin: Don't be afraid.
Padmé: I'm not afraid to die. I've been dying a little bit each day since you came back into my life.
Anakin: What are you talking about?
Padmé: I love you.
Anakin: You love me? I thought that we had decided not to fall in love... that we would be forced to live a lie... and that it would destroy our lives.
Padmé: I think our lives are about to be destroyed anyway. I truly... deeply... love you. And before we die, I want you to know.
[Anakin and Padmé kiss]

Obi-Wan: I was beginning to wonder if you had gotten my message.
Anakin: I retransmitted it, just as you had requested, Master. Then we decided to come and rescue you.
Obi-Wan: Good job.

[Count Dooku and his Separatist droid army are being overwhelmed and defeated by Supreme Chancellor Palpatine's clone army and the Jedi]
Poggle the Lesser: [in Geonosian] We have to order a retreat!
Dooku: My master will never allow the Republic to get away with this treachery.
Poggle: I'm sending my warriors to hide in the catacombs. The Jedi must not find our designs for the ultimate weapon. [downloads the schematic designs of the Death Star from a main computer console and transfers them to a small holographic pad] If they find out what we are planning to build, we're doomed. [hands the pad over to Count Dooku]
Dooku: [takes the pad from Poggle] I will take the designs with me to Coruscant. [activates the pad and a hologram of the Death Star appears] They will be much safer there… with my master. [deactivates the pad and the hologram disappears]

[While chasing Count Dooku across the desert of Geonosis, Anakin insists on rescuing Padmé, who, after a hit to the ship they're on, falls out and onto the sand below]
Anakin: Padmé! [To pilot] Put the ship down!
Obi-Wan: Anakin! Don't let your personal feelings get in the way! [to pilot] Follow that speeder.
Anakin: [To pilot] Lower the ship!
Obi-Wan: I can't take Dooku alone! I need you! If we catch him, we can end this war right now! We have a job to do!
Anakin: I don't care! [To pilot] Put the ship down!
Obi-Wan: You will be expelled from the Jedi Order!
Anakin: I can't leave her!
Obi-Wan: Come to your senses! What do you think Padmé would do were she in your position?
Anakin: [resigned] She would do her duty.

Dooku: The Force is with us, Master Sidious.
Darth Sidious: Welcome home, Lord Tyranus. You have done well.
Dooku: I have good news for you, my lord. The war has begun.
Sidious: Excellent. Everything is going as planned...

[Last lines]
Obi-Wan: Do you believe what Count Dooku said about Sidious controlling the Senate? It doesn't feel right.
Yoda: Joined the dark side, Dooku has. Lies, deceit, creating mistrust are his ways now.
Windu: Nevertheless, I think we should keep a closer eye on the Senate.
Yoda: I agree.
Windu: Where is your apprentice?
Obi-Wan: On his way to Naboo, escorting Senator Amidala home. I must admit that without the clones, it would not have been victory.
Yoda: Victory? Victory, you say? Master Obi-Wan, not victory. The shroud of the dark side has fallen. Begun, the Clone War has.


  • A Jedi Shall Not Know Anger. Nor Hatred. Nor Love.
  • The Clones Are Coming...

About Star Wars: Episode II – Attack of the Clones[edit]

  • George is a product of Vietnam, not a product of Bush. [The political aspects of the Clone Wars] has been in the context of every script I've ever read—every draft—way before Bush became president...
  • Tim Lammers (November 2, 2005). "DVD Is Hardly End For 'Sith' Producer McCallum". Archived from the original on October 17, 2007. Retrieved July 6, 2006.
  • War suits, at least initially, the greedy Trade Federation, which sees it as leading to the political victory of those who will reward their corporate backers. It also suits those (the Kaminoans—who care about "how big your pocketbook is" [Coruscant diner sequence]--and the Geonosians) who profit from armaments manufacture. And it suits ambitious politicians: not only Dooku, but also the Republic's Chancellor Palpatine (likely the deceptive outer face of Sidious), who is voted extraordinary dictatorial powers, by a fearful Senate, because of the threat of war. The film's ending makes clear both Lucas's political-economic critique and his anti-war stance: as we see the corporate-sponsored Dooku go from one hell setting (Geonosis) to another (the Blade-Runner-like industrial quarter of Coruscant), to a siren's song on the sound-track, to report to Sidious that the desired war has now begun ("as planned," responds Sidious), and as the democratic Repulic's Chancellor Palpatine oversees from a balcony the massing of a vast army of stormtroopers and war machines, to the ominous music of the Imperial March from The Empire Strikes Back.
The political context of the first trilogy, though not emphasized, was both archetypal and specific: democracy versus dictatorship, both generally and in the historical past, and also, insofar as the potential for evil empires--and for rebellion against them--is always with us, in the present and potentially in the future as well. With the continuing American archetypal protagonist now of hot-rodder and moody teenager Anakin, and with the language--Senate, Republic, Trade Federation, Corporate Alliance, bankers, profits, free trade--of both American and international contemporary politics and business, the second Star Wars trilogy is moving strongly into the political and economic world of the present day (though political economics have also always been a part of human history), and is providing us in part with a reflection of the dark-side profit/appetite emphasis of contemporary First World democracies: with the focus on an America whose leaders emphasize corporate profit-making as an ultimate good and rely for security and power on innovative and massive military technology. In other ways too the America of both past and present would seem especially to be mirrored in the archetypal galactic Republic: which was founded, we now learn (in the initial Naboo sequences), in war, and is here moving--with its "grand army of the Republic"--into civil war (the use of the American Civil-War-related term is appropriately twisted, given its speaker, Palpatine, and is represented by a capital, Coruscant, reflecting in its skyscrapers, diners, clubs, sports bars, and alleyways above all a modern American urbanscape (though in part also visually echoing the architectural styles of the 1930s and 1950s) projected, as in Blade Runner, into an economically and politically hellish future. Clones is in significant part a critique of the increasing role played by economic and political appetite in contemporary First World international politics in general, and especially in a "Republic" established to be devoted to democratic equality and decision-making.
  • In a real sense, the films of the original trilogy were about something more than X-wing fighters, lightsabers, and Ewoks. The first two films of the new Star Wars trilogy, however, are not really about anything at all. The films altogether lack a coherent theme and thus have disappointed adult and even adolescent viewers. This film presents a complicated plot and state of -the-art special effects, but, without thematic interest, Clones fails to duplicate the original trilogy's appeal. Indeed, the new films even undermine the themes of the original trilogy, as Lucas appears to have been seduced by the dark side of technology. There is barely any natural world in Clones. Most of the screen is filled, most of the time, with computer-generated special effects, and much of the action takes place on the planet Coruscant, which, like Trantor in Asimov's Foundation series, is one enormous, world-sized city. Technology is everywhere in this movie, and even the Jedi Knights appear to be completely dependent on it. Yoda, the Jedi master who lives as a hermit in a primitive hut in Empire and Jedi, is shown riding on a hovering mobility cart, at the center of the political action, and Obi-Wan Kenobi is stumped when the answers are not available in the library's database. In the end, the Jedi are only saved from annihilation by biotechnology—in the form of an army of clones, which is led by Yoda himself! If Lucas were a more subtle thinker, the portrayal of the Jedi in Clones might be taken as a sign of corruption in the Republic's last days. Indeed, the corruption of the Republic and its fall could have been a theme to speak to the Zeitgeist. Instead, the fall of the Republic is depicted as the result of the machinations of Darth Sidious, a master of the dark side of the Force. Sidious plays faction off against faction, employing a strategy of divide and conquer in pursuit of absolute power. All the other characters, including the hapless Jedi, are simply his dupes at every turn.
  • All democracies turn into dictatorships—but not by coup. The people give their democracy to a dictator, whether it's Julius Caesar or Napoleon or Adolf Hitler. Ultimately, the general population goes along with the idea. What kinds of things push people and institutions in this direction? That's the issue I've been exploring: how did the Republic turn into the Empire? ... How does a good person go bad, and how does a democracy become a dictatorship?
    • George Lucas, "Star Wars: Attack of the Clones". TIME Magazine. April 21, 2002. Retrieved April 23, 2008.
  • When I wrote [the backstory/Clone Wars], Iraq didn't exist.
  • One of the things about Episode One I was slightly disappointed by was, I thought it was very kind of flat. I think there's much more humour and there's much more colour in Episode II: Attack of the Clones. I think it's more reminiscent of the original three Star Wars films than Episode I was.
  • I got over the hump of 18 so I'm allowed to show tummy now, I guess.
    • Natalie Portman, Trisha Biggar, "Love Featurette", Attack of the Clones DVD.


Star Wars : Star Wars (1977) · The Empire Strikes Back (1980) · Return of the Jedi (1983)
The Phantom Menace (1999) · Attack of the Clones (2002) · Revenge of the Sith (2005)
The Force Awakens (2015) · Rogue One (2016) · The Last Jedi (2017)
Solo (2018) · The Rise of Skywalker (2019)

External links[edit]