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Star Wars: Episode II – Attack of the Clones is a 2002 American epic space opera film directed by George Lucas and distributed by 20th Century Fox. It is the second installment of the Star Wars prequel trilogy and therefore the saga, and was theatrically released on May 16, 2002.

Plot
The opening crawl reveals that in the year 22 BBY, the Galactic Republic is in crisis. A separatist movement, led by former Jedi master Count Dooku, has threatened the peace. senator Padmé Amidala, former queen of Naboo, returns to the Galactic Senate to vote against the creation of an Army of the Republic. Upon her arrival at Coruscant, she narrowly escapes an assassination attempt when a bomb planted on her ship explodes and kills most of her guards. As a result, Chancellor Palpatine requests that she be put under the protection of Jedi knight Obi-Wan Kenobi and his padawan, Anakin Skywalker.

That night, Zam Wesell, a bounty hunter, makes another attempt on Padmé's life but is herself murdered by another bounty hunter moments after Obi-Wan and Anakin capture her. The Jedi Council sends Obi-Wan to track down the murderer, while Anakin is to protect Padmé by escorting her to Naboo. Anakin welcomes the opportunity; he often becomes angry at Obi-Wan's criticism and is glad to have an opportunity to be alone with Padmé. Representative Jar-Jar Binks assumes the Senator's duties in her absence. The investigation leads Obi-Wan to the planet of Kamino, where he discovers that a secret clone army is being developed for the Republic. The Kaminoan Prime Minister tells him that this army was ordered some ten years ago by a Jedi Master named Sifo-Dyas, whom the Jedi Council believes to have been killed around the same time. A bounty hunter named Jango Fett has been hired to be the template for the clones. Obi-Wan meets Jango on Kamino and believes that he is the bounty hunter who murdered Zam Wesell. After unsuccessfully trying to capture Jango, Obi-Wan places a tracking beacon on his ship and follows him and his son Boba to the desert planet of Geonosis.

Meanwhile, Anakin and Padmé spend time together on Naboo, and Anakin reveals his love for her. Padmé resists, explaining that it would be impossible for the two of them to be together; she is a respected senator, and the Jedi Code forbids marriage or any other form of attachment. Anakin is soon troubled by dreams in which his mother, Shmi, is in mortal peril. He asks Padmé to accompany him to Tatooine. Upon arriving, Anakin learns that his mother was sold by his former master to a moisture farmer who lives outside of Mos Eisley. Anakin and Padme arrive at the Lars farm, where he meets his stepbrother Owen and his fiancee Beru, as well as his stepfather Cliegg Lars, who married Shmi. Anakin learns that his mother had been kidnapped one month earlier by local Tusken Raiders. Anakin tracks her to a Tusken camp, where he finds her fatally wounded, and within moments she dies in his arms. In a fit of rage, he slaughters the entire Tusken community. Anakin brings his mother's body back to her home, where her funeral is held.

On Geonosis, Obi-Wan learns that Count Dooku and Trade Federation Viceroy Nute Gunray has built a new droid army and that Gunray has ordered the assassination of Padmé. Just before being captured, Obi-Wan relays this information to Anakin so that he can relay it to the Jedi Council on Coruscant. Once the Jedi learn of Dooku's army, Jedi master Mace Windu leads a team to Geonosis. Meanwhile, Jar Jar 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, the manipulative Count Dooku tries to persuade Obi-Wan to join him, warning him that the Senate is secretly under the control of a mysterious Sith Lord by the name of Darth Sidious. Obi-Wan refuses to believe him, saying that the Jedi would have known if that was the case. Upon learning that Obi-Wan is in trouble, Anakin and Padmé go to Geonosis, but they are captured during their infiltration of a droid factory, despite Anakin's valiant efforts. They join Obi-Wan in an arena-like complex where three huge creatures are unleashed on them for their execution. During their struggle, Mace Windu arrives with Jedi reinforcements, and they battle the droid army. Just as their defeat seems imminent, Yoda arrives to save the Jedi with the Republic's new clone army. Jango Fett is decapitated by Windu as the Jedi make their escape.

A large battle erupts between the Republic's clone forces and the Separatists' droid army. Count Dooku attempts to escape, but Obi-Wan and Anakin track him to a secret hangar, where they engage him in combat. Dooku severely injures Obi-Wan and cuts off Anakin's right hand. Yoda arrives and engages Dooku in lightsaber combat. Dooku, realizing he may be outmatched, causes a support pylon to nearly fall on Anakin and Obi-Wan; Yoda uses the Force to stop this, allowing Dooku to escape with the plans for a new weapon, the Death Star. In a desolate industrial district on Coruscant, he meets with his master, Darth Sidious, who is pleased that the war has begun "as planned". Dooku is revealed to be the Sith Lord, Darth Tyranus.

On Coruscant, Obi-Wan informs the Jedi Council of Dooku's warning that Darth Sidious is controlling the Senate. All of them, including Yoda, are surprisingly hesitant to believe this, stating that the Dark Side is capable of creating fear and mistrust. Yoda and Windu also agree that the Dark Side is now clouding everything and that they should closely monitor the Senate. Meanwhile, Palpatine oversees the launching of a massive clone trooper force. The Clone Wars have begun.

In the final scene set on Naboo, Anakin (with a new mechanical hand) and Padmé hold a secret wedding, to which only the droids C-3PO and R2-D2 are witnesses.

Why It Rocks

 * 1) Epic action scenes and impressive visuals. The fact that all of the clone troopers were done in CGI is a rather impressive feat for its time.
 * 2) The John Williams-composed soundtrack is great as always, especially "The Arena".
 * 3) Several good performances. Ewan McGregor as Obi-Wan Kenobi, Ian McDiarmid as Chancellor Palpatine/Darth Sidious and Temuera Morrison as Jango Fett and the voice for all the clone troopers stand out in particular. While Christopher Lee basically just plays himself since so little about Count Dooku is established, his performance is still one of the highlights.
 * 4) Obi-Wan's subplot with Anakin and Padmé is well done, showing him to have good detective skills and be capable of holding his own in a fight.
 * 5) Those who despised the character in The Phantom Menace derived more than a bit of amusement that the character most directly responsible for the Emperor's rise to power is Jar Jar Binks, who has an otherwise minor role compared to the previous film.
 * 6) We get to see Yoda in action for the first time.
 * 7) C-3PO getting his head placed on a Battle Droid body and firing a blaster uncontrollably while apologizing was pretty funny. Additionally, Kit Fisto smiling after force pushing him down has become an iconic meme.
 * 8) Why do I get the feeling you're going to be the death of me?
 * 9) Interesting political aspects that show Palpatine's further rise to power in the Republic.
 * 10) The world-building is excellent, especially when it comes to Kamino, Geonosis, and Coruscant.
 * 11) The death of Anakin's mom is pretty saddening to see since he promised to return and free her from enslavement only for her to die in his arms.
 * 12) Just like The Phantom Menace, the battle scenes are still fantastic, like the chase through Coruscant and the battle of Geonosis.
 * 13) The film does hint at the idea of Anakin embracing the dark side as he becomes furious with the sand people after they killed his mother leading him to go on a murderous rampage, killing all the sand people in their village including the children.
 * 14) When talking to Padmé in front of the Lars homestead, Anakin's shadow resembles Darth Vader, which is also a nice touch.

Bad Qualities

 * 1) Sappy scenes and cringeworthy dialogue between Anakin and Padme, and their relationship in this movie feels very forced.
 * 2) Unfortunately, some of the CG hasn't aged well.
 * 3) Anakin is very whiny and bratty in this movie, although his character did get better in Revenge of the Sith.
 * 4) Just like Darth Maul in the previous film, it's kind of unclear as to who Count Dooku is.

Reception
Star Wars: Episode II – Attack of the Clones received mixed reviews, with some critics considering it to be slightly better than The Phantom Menace, while others consider it to be even worse than that movie. It was praised for an increased emphasis on action, visual effects, musical score, and costume design, but criticized for the screenplay, dialogue, Christensen's performance, romantic scenes, and underdeveloped characters. On review aggregator Rotten Tomatoes, the film holds an approval rating of 65% based on 253 reviews, with an average rating of 6.59/10. The site's critical consensus reads, "Star Wars Episode II: Attack of the Clones benefits from an increased emphasis on thrilling action, although they're once again undercut by ponderous plot points and underdeveloped characters.". On Metacritic, the film has a weighted average score of 54 out of 100, based on 39 critics, which indicates "mixed or average reviews". Audiences polled by CinemaScore gave the film an average grade of "A–" on an A+ to F scale, the same score as the previous film.

As with The Phantom Menace, in the years since its initial release, and especially since the release of the even more controversial sequel trilogy, consisting of The Force Awakens, The Last Jedi and The Rise of Skywalker, many fans have re-evaluated the movie more positively.

Videos
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Trivia

 * It was the first movie to be shot entirely on high-definition video instead of on film.
 * An IMAX 70mm cut was released. Because IMAX could only hold two hours of film, many of the worst scenes were removed or trimmed. However, the only way to access it is via purchasing a print or finding the reconstruction released by originaltrilogy.com user The Aluminum Falcon.