Star Wars Episode II: Attack of the Clones : Production Notes

Movie PosterThe 1977 release of Star Wars launched a celebration of imagination that has flourished for a quarter of a century – and counting. Hundreds of millions of people spanning two generations have embraced George Lucas’ epic saga of grand design and boundless fun. His evolving space fantasy entertains and inspires as it explores the conflict between good and evil, technology and humanity. The story of the Skywalker family celebrates heroism and the limitless potential of the individual.

The newest chapter in Lucas’ saga, Star Wars Episode II: Attack of the Clones (2002), is set ten years after the events of Star Wars Episode I: The Phantom Menace (1999). The Republic continues to be mired in strife and chaos. A separatist movement encompassing hundreds of planets and powerful corporate alliances poses new threats to the galaxy that even the Jedi cannot stem. These moves, long planned by an as yet unrevealed and powerful force, lead to the beginning of the Clone Wars – and the beginning of the end of the Republic.

To counter this looming menace, Supreme Chancellor Palpatine, continuing his consolidation of power, authorizes the creation of a Great Army of the Republic to assist the overwhelmed Jedi.

Against this troubling setting, our familiar heroes Obi-Wan Kenobi, Padmé Amidala and Anakin Skywalker are thrown together for the first time since the conflict between the Trade Federation and Padmé’s home planet, Naboo. Anakin has grown into the accomplished Jedi apprentice of Obi-Wan, who himself has transitioned from student to teacher, while Padmé, the former Queen of Naboo, is now a distinguished Senator. Anakin and Obi-Wan are assigned to protect Padmé, who is targeted for assassination.

As Obi-Wan investigates the mystery behind the threat on Padmé’s life, he travels to two disparate worlds on the galaxy’s outer rim. There, he encounters a fearsome bounty hunter whose role in the mystery extends far beyond Obi-Wan’s initial suspicions. Obi-Wan also crosses paths with a once-revered, but now disillusioned Jedi Master who leads the separatist movement.

With Obi-Wan away on his vital mission, Anakin is left to guard Padmé, first on Naboo and then on the young Padawan’s home planet of Tatooine, where he makes a fateful discovery. Growing closer, Anakin and Padmé find themselves torn between duty and honor and a love that is forbidden. As powerful forces prepare to collide in epic battle, they and Obi-Wan face choices that will impact not only their own fates, but the destiny of the Republic.

Star Wars Episode II: Attack of the Clones (2002) was written and directed by George Lucas, co-written by Jonathan Hales, produced by Rick McCallum, and stars Hayden Christensen, Natalie Portman, Ewan McGregor, and Samuel L. Jackson. Additional cast members include Ian McDiarmid, Christopher Lee, Temuera Morrison, Kenny Baker, Anthony Daniels and Frank Oz.

Attack of the Clones is rich with themes we’ve come to recognize in all of the Star Wars films: continual discovery, personal aspirations, heroism, duty and honor. EPISODE II of George Lucas’ six-chapter epic features passion, love, adventure … but most of all, fun. Interwoven with these familiar themes is one new to the saga – forbidden love – as well as the notion of Jedi heroism on a scale previously unseen in any Star Wars film: In one sequence, hundreds of Jedi battle powerful and seemingly innumerable forces.

The title itself hearkens back to the sense of imagination and excitement that characterized the classic movie serials and pulp fantasy adventures from which the Star Wars saga draws inspiration. “Attack of the Clones is a big, wide-eyed adventure film in the tradition and celebration of the Saturday matinee serials of Hollywood’s golden age,” says Lucas. “They were unpretentious and designed to thrill with lots of energy, suspense and excitement. You went to those movies to escape and enjoy yourself, and that’s what I wanted to capture with Attack of the Clones.”

Attack of the Clones is a complete story unto itself, yet also is part of a larger, continuing epic tale. “Ultimately, the saga will be six films, a twelve-hour story,” Lucas points out. “I’ve always stayed focused on when the new trilogy will be completed. Then people can watch all six films together as they were intended to be seen.”

Lucas likens the saga’s structure and themes to a musical piece. “The Star Wars saga is, in a way, symphonic in nature,” he explains. “I have certain musical refrains that I am purposely repeating – in a different key, but still repeating.”

This symphonic structure leads to the notion of “connections” that resonate backwards and forwards through the saga, linking motifs, themes, actions, attitudes and phrases. Most importantly, they tie together the story’s memorable characters: the feisty princess, Leia, who is the daughter of the strong-willed queen, Padmé Amidala; that queen’s son, Luke Skywalker, a young farmboy whose yearnings for adventure lead to the end of an Empire – and revelations of family secrets; Obi-Wan Kenobi, the Padawan who becomes a Jedi Knight and connects father to son; and Anakin Skywalker, a young Podracer who travels a tortuous path to the dark side before ultimately finding redemption at the hands of that son.

Attack of the Clones’ story, characters, environments, vehicles and other elements add to the richness of the saga’s multi-layered links. To bring it all to life, Lucas again returns to the director’s chair. Lucas enlisted the aid of screenwriter Jonathan Hales to refine the script. Hales and Lucas have had an association since the critically acclaimed television series The Young Indiana Jones Chronicles, for which Hales wrote or co-wrote several episodes.

Attack of the Clones adds to the Star Wars saga, but not just in the form of new characters, droids and locales. The story traces the growing political unrest in the galaxy, adding political complexity to the saga. It is similar in tone to the darker-themed The Empire Strikes Back, but features all the fun, action, and adventure one expects from a Star Wars film.

Bringing these key elements into ever sharper focus, Lucas and Hales continued to refine the script – even as costumes were designed and sets were built. “At that stage, Attack of the Clones felt like a ‘virtual film’ because we got the script only three days before we started shooting,” recalls producer Rick McCallum. “We had to build these sets to a script that didn’t exist.”

The story continued to evolve well into production and even post-production, as Lucas fine-tuned specific scenes and dialogue, sometimes adding new sequences months after principal photography had wrapped. Instead of following the decades-old blueprint of pre-production, shooting and post-production, Lucas instead employs a more fluid, nonlinear approach to filmmaking. Periods of additional photography are scheduled in advance, with filmmakers and cast coming together months into the editing process to shoot additional scenes whose need was identified by Lucas’ evolving rough cut. “It’s still a pretty normal seventy-two day shooting schedule,” says McCallum, “except it’s spread out over eighteen months.


The character of Anakin Skywalker is central to Attack of the Clones, and indeed to the saga itself. “What drove me in the first place to create this new trilogy,” says Lucas, “was to create a story about somebody who starts out as a good person, but is seduced by the dark side and becomes evil. And is ultimately redeemed.

“That’s the reason I started the story where I did in The Phantom Menace, with nine-year-old Anakin being a wonderful, normal kid,” Lucas continues. “I wanted to explore how somebody like that turns bad.” Adds producer Rick McCallum: “We obviously know Anakin’s ultimate fate. With these new films we explore the ‘How’ and the ‘Why.’”

As Attack of the Clones opens, Anakin has served ten years as a Padawan Learner under the guidance of Obi-Wan Kenobi. Anakin has become a confident, headstrong nineteen-year-old with an impulsive nature and a flair for adventure. Important changes in the young man are becoming evident. “In Attack of the Clones we begin to see flashes of anger from Anakin,” Lucas states, “and the seeds of his feelings are moving toward the dark side. The same flaws and issues that all humans are cursed with, curse him. There’s a lot going on there.” Says Jonathan Hales: “Anakin is still a gifted, talented, likable, good person who is determined to be the best and most powerful Jedi. He doesn’t set out to be evil, but in this film we see that pressures are being put upon him, and we become aware of some new temptations to which he is subjected.”

To bring forth Anakin’s complexities required an actor of impressive skill and presence. Casting director Robin Gurland saw six months of hard work come to a successful conclusion with the selection of Canadian actor Hayden Christensen as the new Anakin Skywalker for EPISODES II and III of the Star Wars saga. “I was really in a state of despair – until Hayden walked through the door,” Gurland recalls. “He has those special qualities you hope to find in an actor. He pops off the screen. And he had two of the characteristics that we were seeking for the character: vulnerability and edginess. We really had to have that combination, and it’s rare to find an actor who can go back and forth so well. I knew he had the physical and emotional attributes to play Anakin at the most complex stage of the character’s life.”

Producer Rick McCallum agrees that Christensen has a special quality that seems uniquely suited to bring out Anakin’s dual nature. “Hayden has a wonderful innocence and decency, with an edge that you can see in his eyes. There’s so much happening there.”

Christensen fills a role that has been played by actors ranging from then eight-year-old Jake Lloyd in The Phantom Menace to seventy-eight-year-old Sebastian Shaw in Return of the Jedi. Christensen, a longtime Star Wars fan, is well aware of these connections and challenges inherent in the character’s story arc from young slave boy to Dark Lord of the Sith to redeemed Jedi. “The hardest part of playing Anakin was finding the medium between what Jake brought to the role and what Sebastian Shaw did as the unmasked Darth Vader finding that medium between the good and the bad, and making it believable.”

Christensen embraced both the positive and foreboding natures of the character, spending long hours with Lucas discussing Anakin, as well as working on the role on his own. He makes special note of the first glimpses we see of the character’s dark potential, including Anakin’s emerging aggressiveness and periodic loss of control. “Anakin is very passionate about the responsibilities he’s undertaken as a Jedi,” the actor comments. “He’s very determined to break free, wants to be the best at everything he does, and never backs down from a challenge.”

Star Wars Episode I: The Phantom Menace (1999)FORBIDDEN LOVE

Anakin’s passions also lead to a romance with Padmé, although it is forbidden for Jedi to form such attachments. Anakin and Padmé are reunited after ten years, when she finds her life endangered and is offered the protection of Obi-Wan and his young apprentice.

Anakin and Padmé share an evolving relationship. “It’s a subtle, grown-up love story,” says Jonathan Hales. “It isn’t a question of love at first sight. When they’re reunited, she still sees him as a child. Initially, there’s tension, but always with an underlying attraction. Add to the fact their feelings for each other are forbidden. That’s interesting and it’s adult.”

Like Anakin, Padmé, played by Natalie Portman, who originated the role in The Phantom Menace, has undergone important changes in the ten years since their last meeting. Her term as Queen Amidala of the planet Naboo has ended. Still passionate about public office, Padmé now serves as Senator. In a galaxy undergoing tumultuous changes, her outspoken nature and commitment stand out in an increasingly fragmented Senate. Padmé’s beliefs lead to her becoming targeted by a growing separatist movement working outside the system, which in turn leads to her reunion with Anakin and Obi-Wan.

Padmé’s commitments to her career at first seem to rule out any notions of romance with Anakin, (as does the Jedi credo forbidding romantic attachments). “Padmé’s matured as a woman,” Portman notes. “She’s idealistic, honest and good, and because of that, sometimes naive. Padmé doesn’t want to fall in love because she thinks she has more important things to accomplish. She sees a future for herself as a leader, which doesn’t allow for much vulnerability, which in turn is a key component of romance.”


Anakin’s other key relationship in Attack of the Clones is with Obi-Wan Kenobi, who guides Anakin on the path to Jedi Knighthood. The film’s exploration of their friendship points to one of the saga’s central motifs and connecting threads: the dynamic between father/son, master/apprentice, and teacher/student. The Anakin-Obi-Wan relationship also recalls Kenobi’s wistful remembrances of Luke Skywalker’s father – Anakin – in the original film of the saga, 1977’s Star Wars: Episode IV A New Hope.

In many ways, Anakin looks to Obi-Wan as the father figure he never had. “Obi-Wan and Anakin have been together a long time, and have worked together probably every day since Qui-Gon ,the Jedi Master portrayed by Liam Neeson in The Phantom Menace, died,” reminds Ewan McGregor. The actor reprises the role he played in The Phantom Menace – a part that Alec Guinness created in the original trilogy.

McGregor particularly appreciated the evolving dynamic between the two characters. Obi-Wan incorrectly believed he could train Anakin to the level of the revered Yoda. Obi-Wan’s mistake ultimately proves to have grave consequences for Anakin and for the galaxy.

Attack of the Clones depicts the first steps in this dire scenario. Despite the close friendship between Anakin and Obi-Wan, the Padawan feels suffocated and restricted by his mentor’s careful teachings and experiences the first stirrings of power. He begins to resent, even resist, Obi-Wan.

McGregor points out that this relationship, as well as the film’s overall scale and sense of adventure, compare favorably with his reaction to the first two films of the original trilogy. “Attack of the Clones is reminiscent of A New Hope and The Empire Strikes Back,” he explains. “You can feel the tension building, and at the same time there are some nice humorous moments. I also really enjoyed the film’s mystery aspects – Obi-Wan’s detective ‘spree’ that takes him to the underworld, backstreets and bars, and to strange planets.”

Samuel L. Jackson, returning as Jedi Master Mace Windu, agrees that Attack of the Clones recalls the original trilogy’s sense of adventure and wonder. “All those millions who loved those films are going to get the same kind of irreverence, thrills, action and romance with Attack of the Clones,” he points out. “It’s going to appeal to a lot of people.”

The character of Mace plays a critical role in the new film. A respected Jedi on par with the venerable Yoda, Mace is a senior member of the Jedi High Council. As the galaxy finds itself increasingly fragmented by the rise of a powerful secessionist movement spearheaded by a former Jedi, Mace comes to realize the time for negotiation has passed – and the time for action has come.

In Attack of the Clones, Mace, with his consummate skills, is in the thick of the action, something Samuel L. Jackson has long anticipated. “Mace knows that war is coming, and he’s in full attack mode,” says the actor. “I’ve watched and enjoyed Errol Flynn movies all my life, and now I finally get to fight in these incredible scenes.”

Among the enemies of the Republic with whom Mace and Obi-Wan cross paths is a bounty hunter considered to be the best and most fearsome in the galaxy. His family name, like his sleek armored suit and well-worn starship, Slave I, are familiar to the saga’s myriad fans. The brutal bounty hunter under the armor is Jango Fett, who has a unique relationship with his son, Boba.

Boba Fett, the feared warrior introduced in The Empire Strikes Back as cashing in on Jabba the Hutt’s bounty on Han Solo, finally emerges from the shadows in Attack of the Clones. (The character was “re-introduced” in new footage created for the Special Edition of A New Hope). Attack of the Clones reveals Boba Fett’s history, identity and destiny, and depicts how Boba plays a key role in the galaxy’s greatest conflict. We learn where he comes from, and why he grows up to become the infamous killer we know. Bringing the Fett legacy to the screen is newcomer Daniel Logan, 14, who plays the young Boba Fett, and famed New Zealand actor Temuera Morrison (Once Were Warriors) as Jango Fett.

Boba follows the path of his father. The mentor/father-son thematic links also come into play with a figure new to the Star Wars universe: Count Dooku. A once-revered Jedi Master, Dooku has grown disenchanted with the ways of the troubled Republic, and has taken the lead in a growing separatist movement. Yoda himself had trained Dooku as a Jedi; Dooku in turn served as master to Qui-Gon Jinn, under whom Obi-Wan was an apprentice. Obi-Wan’s Padawan, Anakin, becomes the fourth generation link to the master-apprentice tradition of the Jedi Order.

Acting legend Christopher Lee, who defined the macabre for a generation of horror fans through his portrayal of Dracula in a series of Hammer Films productions, takes on the key role of Dooku. The elegant, distinguished actor and his Attack of the Clones role are reminiscent of one of the key figures from A New Hope: Imperial official (and mastermind of the Death Star) Grand Moff Tarkin, played by Lee’s friend and colleague, the late Peter Cushing. The resemblance is far from coincidental. According to Robin Gurland, Lucas envisioned Dooku as “the Peter Cushing of this film. The minute George said that, he came up with the idea of casting Christopher Lee.”

Dooku is a far cry from the iconic visages of other Star Wars antagonists, such as Darth Maul and Darth Vader. Nevertheless, Dooku’s skills are no less formidable than those of his illustrious predecessors in the saga. Dooku, a master swordsman of the old school, is, according to Lee, “a man of immense physical and mental power. He’s very aloof, self-contained and completely fearless. Very much a force unto himself.”

Dooku’s disillusionment with the Republic is tied to Palpatine’s continuing rise to power. In The Phantom Menace, a trade embargo and crisis on Naboo led to Palpatine becoming Chancellor, after he promised to reunite the Republic and bring order and justice to its government. Despite his assurances, the Republic continues to be mired in strife and chaos. New threats to the galaxy lead the Galactic Senate to extend Palpatine’s term in office and grant him emergency powers as Supreme Chancellor. He then orders the formation of a massive Army of the Republic to protect the citizenry. This Army points to another connection to the first trilogy, as a seemingly brief reference in A New Hope to the Clone Wars becomes a pivotal story element of Attack of the Clones.

Ian McDiarmid reprises his role of Palpatine, which he played in both Return of the Jedi and The Phantom Menace. The actor continues to relish the task of bringing out the nuances of the most evil man in the Star Wars galaxy – perhaps in all of cinema. “Palpatine’s the consummate politician,” McDiarmid explains. “On the surface he’s ‘Mr. Nice Guy’, but in reality he’s quite the opposite of that. Palpatine is interesting to play because he’s a brilliant actor and gloriously insincere to those who trust him most.”

Also returning to the Star Wars universe are the beloved droids R2-D2 and C-3PO. Attack of the Clones features an important evolution for the latter. In EPISODE I, Threepio, a creation of Anakin’s, was bereft of “skin” and very much a work-in-progress. During his ten years of waiting, the protocol droid finally receives his coverings. But he’s still not the golden figure we remember from the first trilogy. Instead, Threepio is a bunch of found pieces put together like patchwork.

The movie features a new costume worn by Anthony Daniels. A veteran of all five Star Wars movies, Daniels dons the droid costume for the first time in twenty years, while providing Threepio’s voice.

Kenny Baker, the man inside R2-D2 for the first four Star Wars films, joins Daniels as the only actors to appear in the entire original trilogy and both prequel films. While the robotics technology inside Artoo has advanced to the point where it can achieve most of its performance, having Baker “under the dome” for certain scenes adds an important element of humanity. Droid unit supervisor and operator Don Bies oversaw the refurbishment and updating of not only R2-D2, but of all the film’s astromech droids.

Another central relationship in Attack of the Clones is between Owen Lars (played by Australian actor Joel Edgerton) and Beru Whitesun, played by Australian actress Bonnie Piesse. Owen was introduced to the saga in A New Hope as Luke Skywalker’s jaded, gruff uncle, and Beru as Luke’s sympathetic aunt. Owen and Beru are as yet unmarried, but very much together. In EPISODE II, we finally discover Owen and Beru’s connection to Anakin, and we begin to understand why they were so protective of the young Jedi’s son, Luke, in A New Hope.

Owen’s father Cliegg Lars (portrayed by acclaimed Australian actor Jack Thompson), also figures in Anakin’s journey, as does the young Jedi’s mother, Shmi Skywalker, played by Pernilla August, who reprises her EPISODE I role.

Emmy®-winning actor Jimmy Smits portrays Senator Bail Organa of Alderaan, a character referred to in A New Hope, who is now involved in the Senate’s heated debates about the creation of a new Army to protect the Republic.

Star Wars Episode I: The Phantom Menace (1999)JEDI ACTION

Having crafted an entire fighting style defining the prime of the Jedi for The Phantom Menace, stunt coordinator Nick Gillard returns to duty for Attack of the Clones. In mapping out EPISODE II’s epic battles, Gillard created an individual fighting style for each Jedi – even the extras – choosing from different martial arts and sword fighting techniques. Gillard calls the process of describing in detail the precise movements of the battles, “writing the lightsaber fights.” “On other films, the fights are simply choreographed, but we needed something more for Attack of the Clones,” he explains.

Gillard visited twenty Kendo schools and “fight clubs,” where he interviewed over five hundred swordsmen to fill the Jedi positions. “I heard of one group that had been banned from the national competitions because they were way too aggressive,” says Gillard. “When I heard that, I knew they could be right for us.” Gillard found many of his Jedi at an Australian colony, Byron Bay, living in woods, “like in a scene from ‘Apocalypse Now.’”

Gillard also focused on training Hayden Christensen, who had to convey Anakin’s formidable skills with the lightsaber. “We need to see Anakin’s flashes of brilliance, the man who will be Darth Vader in action,” says Gillard. “He’s more skilled than even Obi-Wan, and he always attacks.”

Christensen, a talented athlete whose sports of choice are tennis and hockey, trained three to four hours a day with Gillard, wearing the ensuing bruises like badges of honor. “You don’t feel like you’ve done your job unless you walk home with a few bumps and scrapes,” the actor notes.

Christensen more than lived up to his character’s promise and skills. “Not only is Hayden a brilliant actor, he’s one of the most skilled athletes I’ve ever seen,” Gillard enthuses. “To give you some idea of Hayden’s abilities, he nearly creamed one of the great Kendo swordsmen in Australia. He was that quick.”

While Christensen’s training received most of Gillard’s attention, the stunt coordinator also worked closely with Ewan McGregor, Samuel L. Jackson, Christopher Lee and Temuera Morrison. According to Gillard, McGregor’s fierce-fighting Obi-Wan quickly returned to his Phantom Menace form, evidenced in a knockdown-drag out fight with Morrison’s Jango Fett. Their Jedi vs. bounty hunter battle points to the difference in their styles. “Comparing bounty hunters with Jedi is like comparing a tiger with a shark,” Gillard points out. “Within three feet, nothing can stop a Jedi. Bounty hunters fight from a long range, for as long as possible.”

The fighting abilities of Jedi Master Mace Windu are second only to Yoda. “Mace’s style is quite economic,” says Gillard. “If he gets within range, there’s no question – you’re dead.” Adds Samuel L. Jackson (who previously collaborated with Gillard on Shaft): “Nick’s put together an incredible fight for me. And since Mace is the second baddest person in the universe, he’s pretty efficient. No fancy sword twirling. He uses minimal energy … and maximum lethalness.”

Count Dooku’s skills with the lightsaber are as lethal as Mace’s. Dooku figures in one of the film’s most carefully planned fight sequences, which impressed the actor who plays the charismatic separatist, master swordsman and former Jedi. “I’ve done more sword fights on celluloid than any actor in history,” reminds Christopher Lee, “and I’ve got the scars to prove it. And this fight is greater than anything I’ve been involved in.”

While Natalie Portman doesn’t wield a lightsaber, she jumped into the action scenes as readily as her male co-stars did. “Padmé is more proactive in Attack of the Clones than in the last film,” Gillard points out, “and Natalie was more than up for the physical challenges of the role.”


It takes many talented artists to interpret George Lucas’ vision to bring a new look to the epic Star Wars saga. Working without benefit of a script – the story was still developing at that stage – production designer Gavin Bocquet and concept design supervisor Doug Chiang, and their team of designers went to work during the early months of pre-production, establishing in broad strokes the style and look of Attack of the Clones.

The film’s new worlds were a top priority. Kamino, a storm-shrouded “vanished” planet beyond the galaxy’s outer rim, is continually buffeted by heavy rains and hard-driving winds. The advanced, highly technical residents of this ultra-modern world, which is built on stilts over a churning ocean, are involved in an ultra-secret project – the building of a clone army.

“I think Kamino is a really beautiful environment,” notes Rick McCallum. “It’s a refreshing departure for George, because its high-tech, classic sci-fi look is something we don’t expect in a Star Wars film. You usually see something gritty and somewhat familiar.”

The red rock planet Geonosis, while perhaps more recognizable, still impresses with its striking look: the planet is featureless, apart from buttes and mesas that stand out dramatically on the arid world. As for its residents, Lucas envisioned hard-working, industrious insect-like creatures – “they’re like termites,” says Doug Chiang – uniquely suited to their task at hand: building hundreds of thousands of droids, which threaten the very existence of the Republic.

A familiar world from EPISODE I is Coruscant, the center of the Star Wars galaxy and a world-city where urban sprawl has covered the entire planet in colossal skyscrapers. It is from here the Jedi make their headquarters in the mighty Jedi Temple, and the Galactic Senate rules the Republic. Adding a new dimension to the planet, Attack of the Clones shows us a Coruscant we haven’t seen, taking us down into its streets, into its bars and alleys, and bringing alive Lucas’ futuristic ultra-noir look.

The vehicle designs for Attack of the Clones link the art nouveau, fluid forms from The Phantom Menace, to A New Hope’s industrial, engineered shapes. A new vehicle, yet at the same time disconcertingly familiar to the Star Wars fan, is the Jedi starfighter, a sleek one-man vehicle equipped with an astromech droid. Piloted by Obi-Wan, the starship is reminiscent of the triangular-shaped Imperial Star Destroyers that cast such an ominous presence in the original trilogy. The link is more than visual. “The Star Destroyers grew out of the Jedi starfighters,” notes Gavin Bocquet, “so the symbolism is very powerful – we begin to see how everything begins to turn to the Dark Side.”

Attack of the Clones’ other vehicles run the gamut from a bright yellow, convertible, hot rod speeder piloted by Anakin to a rickshaw-like conveyance pulled through the streets of Tatooine by a wheeled droid.

The film’s costume designs also offer foreboding links to EPISODES IV-VI. Costume designer Trisha Biggar (with the help of concept artists Iain McCaig and Dermot Power) created the costumes for Anakin Skywalker, which echo that worn by his later incarnation, Darth Vader. Biggar’s initial thought was to give Anakin a costume that would mirror the one worn by Ewan McGregor in The Phantom Menace. “But we wanted to have a feel of the future to come, so we looked to aspects of Darth Vader’s costume,” recalls Biggar, another EPISODE I veteran.

The use of leather in Anakin’s costume gives him a bit of an edge, while Biggar took the shape of Darth Vader’s cloak and tried to steer that back to a Jedi style to create a simpler outline than the traditional Jedi cloak. The result was something definitely Jedi with a hood, but with the vaguely familiar outline of Vader.

Padmé, no longer the elected queen of Naboo, wears an equally impressive, though less institutionalized wardrobe than her costumes in The Phantom Menace. Padmé’s Attack of the Clones wardrobe outnumbers even her numerous outfits in EPISODE I. The new costumes, while simpler in some ways than those of EPISODE I, were still quite labor intensive. “There is a lot of handiwork in all of the EPISODE II costumes,” Biggar notes. “There’s much embroidery, beading – all sorts of decorative things.”

In Attack of the Clones, we see Padmé as more of a person and less as a ruler of a nation. She wears softer, less formal clothes. Since the character is older, Natalie Portman was able to wear some sexier clothes as well. “George wanted Natalie to have a softer, more feminine, less formal look in EPISODE II,” Biggar notes.

As the film progresses, Padmé’s wardrobe becomes more informal, as she transitions from her duties as Senator, to a woman falling in love, and ultimately a woman of action, fighting for her life.

An early scene set in Palpatine’s office points to one of Biggar’s more formal, “Senatorial” designs. Padmé wears a multi-layered outfit, with a coat made of a deep purple velvet over an Elizabethan-style underdress with long flowing sleeves, and a heavily textured purple dress. A large antique jewel at the back holds the sleeves, and a petticoat brings additional formality to the imposing costume.

After an attempt on her life, Padmé and Anakin leave Coruscant for Naboo, where their romance begins to take hold. Against the idyllic setting of her retreat, Padmé wears a delicate, multi-colored pastel dress that hangs from a silver metal choker around her neck. “It’s meant to look romantic and flowing,” says Biggar, as is a soft, floating dress with a multi-layered skirt made with chiffon and a stitched embroidery, worn by Padmé during a picnic scene. For a romantic dinner set at the Naboo retreat, Padmé wears a dress with a leather top and leather sleeves, and a long, hanging jet black panel made of antique beads.

When Padmé arrives with Anakin in Tatooine, she wears an embossed velvet traveling cape that is clasped together at the neck with an antique brooch. “When she’s wearing this cloak, she’s in disguise,” Biggar explains. “She’s quite covered up and mysterious.”

For action-packed scenes set on Geonosis, Padmé wears a utilitarian outfit made of stretch fabrics that allowed maximum mobility. The costume even has a belt with pouches, similar to those worn by the Jedi. The outfit, like its wearer, takes a beating, with part of the top being ripped off as Padmé fights for her life against monstrous creatures.

Also working closely with the art department were Dan Gregoire and David Dozoretz, the previsualization/visual effects supervisors who led the team of animatics artists crafting a rough, temporary version of the movie. “We're closely related to what the art department does,” says Gregoire. “We get to be the first group of artists to implement the designers’ work.”

The animatics team played a key role on the film, providing quick and dirty moving storyboards – over 4000 shots – for later use by the director, actors, editors and effects artists to pre-visualize what final scenes would look like. Gregoire notes that with advances in technology, the animatics work over the last few years is not only faster, but has also looks better than ever. Using comparatively low-resolution computer graphics, the animatics artists staged some of EPISODE II’s biggest action and effects-laden sequences.

The film’s rich palette of color and mood, devised by concept design supervisors Erik Tiemens and Ryan Church, was some of the most exciting work to emerge from the art department. Tiemens and Church also came up with the designs for key sequences set inside a droid factory and an execution arena, as well as for the climactic battle scene.

Their key-frame production illustrations were the link between the conceptual art and the final work from the ILM matte painters and effects crew. “It’s kind of previsualizing lighting, mood and color schemes,” says Church. Adds Tiemens: “Our job was to bring the blue-screen void to life as environmental landscapes via production paintings.”

Attack of the Clones’ heightened dramatic potential drew Tiemens and Church to the project. “We were delighted that George Lucas and Rick McCallum wanted to intertwine a feeling of drama and moodiness as often seen in turn of the century American landscape painting, like that of Thomas Moran and Albert Bierdstadt,” says Tiemens. “We all wanted the visual to carry a lot of emotion.”

Another returnee from EPISODE I, production designer Gavin Bocquet, bridges the gap between the design department’s artistic images and a reality in which Lucas could set up his cameras. Clearly delighted to once again have the opportunity to build a fantasy galaxy, Bocquet notes that among the sixty-eight sets he and his team designed and constructed, one particular locale that stands out is a seedy Coruscant nightclub. There, transients and slumming elite intermingle, carouse, drink and gamble. “It’s quite nice to move into these sort of worlds and see how people enjoy themselves in our mad universe out there,” Bocquet shares. Bocquet and his crew also realized the nightclub exterior and nearby alleyway, which serve as the launching point for an exciting chase sequence that starts high up in the skies of Coruscant and lands down in the bowels of the metropolis.

Bocquet meticulously reproduced Owen and Beru’s homestead kitchen set from Episode IV: A New Hope. Recreating a piece of the saga’s history was especially meaningful to Bocquet and his crew. “Like other Tatooine sets, the homestead is a part of the Skywalker family history,” he notes. “I think everybody who is into the Star Wars world feels quite in tune with the Tatooine environments in Tunisia.”

Bocquet then rebuilt the Jedi Council chambers to match its look from The Phantom Menace. To save time, he tweaked the Council set to create other Jedi environments, such as Yoda and Mace Windu’s offices, the Jedi analysis room and a Jedi training veranda.

The film’s newer environments carried their own challenges and rewards. Padme’s apartment and Supreme Chancellor Palpatine’s office were detailed and more personal than most other Star Wars sets, as was Padmé’s summer house, with the latter featuring a grand marble dining room where Anakin and Padmé share a romantic dinner.


Digital technology has always been a major element of George Lucas’ creative process. Twenty years ago, he pioneered SoundDroid and EditDroid – the first computerized non-linear sound and picture editing systems. These tools helped revolutionize the editing field, putting a single frame at a sound or picture editor’s fingertips, rather than buried inside of thousands of feet of celluloid.

The technology is now available to allow the digital world to become part of the shooting process itself. In 1996, Rick McCallum obtained a commitment from Sony to develop a 24 frame high definition progressive scan camera, as well as the key building blocks of a 24 frame post production system. Panavision then came aboard to develop a revolutionary new lens that could accommodate digital cinematography.

When cameras rolled in June 2000, Star Wars: Episode II Attack of the Clones became the first major motion picture created by using the high-definition, twenty-four frames per second, digital video camera and videotape rather than film. “We received the final version of the camera one week before our first day of principal photography,” McCallum remembers. “We started shooting without any film backup whatsoever. We just went for it. We shot in deserts – where the temperatures were over 125 degrees for weeks – we shot in torrential rain, and in five different countries throughout the world. All without a single problem.”

Attack of the Clones director of photography David Tattersall notes that Lucas’ interest in the potential of digital photography dates back even further than 1996 – to their early collaborations on The Young Indiana Jones Chronicles and Radioland Murders. Lucas and Tattersall shot some digital tests on their next effort, The Phantom Menace, but the technology was not quite ready to be utilized for an entire feature film.

On Attack of the Clones, Lucas and Tattersall finally had the opportunity to discover the numerous technical and practical advantages of digital cinematography. “With digital, we can time the movie as we’re shooting it,” notes Tattersall. “Also, there’s never any doubt about whether or not you see something in the background. With film, when you review your shot you’re looking at a pretty poor quality videotape, and it’s sometimes difficult to see the subtleties. But with high definition video, there’s absolutely no doubt about what the lens has captured. The playback on the HD monitor is crystal clear. You can see everything you want to see – or shouldn’t be seeing.”

The use of digital cameras was a time-saver on numerous aspects of production. No longer hampered with the delays of film processing, scenes could be immediately modified and edited as soon as Lucas yelled, “Cut!” further blurring the lines between production and post-production. The digital format allowed unprecedented flexibility in the construction of shots, with editor Ben Burtt and Lucas having the freedom to change or move sets, people, and lighting within the image itself. In addition, visual effects shots no longer had to be scanned into a computer, manipulated, and then scanned back to film.

With this new high-definition camera, Lucas is mapping out an exciting digital future for the cinema. But he sees this as an evolutionary rather than revolutionary process. “The advance of cinema into the digital world is a normal transition,” Lucas states. “Just as we went from silent films to sound pictures, from black and white to color films, digital cameras are an addition to the tools we use to create movies.”

The camera’s impact is felt even in the movie theater, as the digital format allows the film’s images to retain their integrity, not just opening night, but throughout the entire run of the picture. There will be no scratch marks, dust or wear and tear on Attack of the Clones digital prints through their life in the cinemas.


The original Star Wars trilogy had a major impact in the way visual effects were created. In order to realize his visual effects ideas for Star Wars, Lucas created the effects house Industrial Light & Magic, which introduced computer technology to the film industry and revolutionized special effects. Since then, ILM has been honored with sixteen Academy Awards® for Best Visual Effects and Scientific and Technical Achievement Awards for its breakthrough work.

That tradition of breakthrough effects work continued with EPISODE I’s “digital backlot,” which realized worlds of fantasy while maintaining a realistic look and accommodating live-action footage of the actors. Not only backgrounds, but also many of the sets, vehicles and even characters were computer generated. Ninety-five percent of the frames in The Phantom Menace, encompassing nearly two thousand shots, employed digital work.

Having “re-invented the wheel” with the digital backlot in EPISODE I, Lucas and ILM were not ready to rest on their laurels for the new film. “We’re still learning,” says Lucas, “moving along step by step, improving the way we do things, and learning to think differently about how to create the saga’s worlds and creatures.”

The visual effects tasks on Attack of the Clones were so immense that four of ILM’s sixteen supervisors were called upon to share the load, each taking primary responsibility for one or more action sequences, as well as specific effects shots occurring throughout the film. The digital world also plays a key role in the creation of Attack of the Clones’ exotic and disparate worlds, including the ocean planet Kamino, the rock world Geonosis, and two environments already established in the Star Wars universe: the city-planet Coruscant, and Naboo, a peaceful, idyllic paradise.

John Knoll, who oversaw EPISODE I’s Podrace and spaceship sequences, took charge of a high-powered chase that sees Anakin and Obi-Wan, traveling hundreds of miles per hour in a speeder, pursuing a deadly bounty hunter high above the streets of Coruscant. The scene, which hurtles its characters – and audiences – through dense streams of traffic and around mile-high buildings, uses over three hundred effects shots.

Knoll also supervised another high-speed pursuit, this one through an asteroid field. Knoll calls the sequence a “rhyming scene” to The Empire Strikes Back’s famed asteroid sequence. Another Knoll-supervised sequence is set inside a massive Geonosian arena, where our heroes battle three monsters new to Star Wars: the bull-like reek, the lion-esque nexu, and the acklay, a crustacean-like creature.

Outside this arena, an epic battle is underway, which provides the first taste of the immensity of the “Clone Wars” first referenced briefly in A New Hope. Two hundred Jedi and hundreds of thousands of newly-manufactured clonetroopers battle a similar number of battle droids; enormous, six-legged and fearsome looking AT-TE walkers (which provide a visual link to The Empire Strikes Back’s AT-AT walkers); and giant missile droids.

This scene, the largest scaled in any Star Wars film, was supervised by Ben Snow. Snow and Dennis Muren, the latter a veteran of the original pioneering Star Wars effects work, and who oversaw EPISODE I’s huge ground battle effects and underwater sequences, also supervised a large-scale scene set in an enormous droid manufacturing facility. They created the entire factory environment: a vast series of interconnected chambers made up of machines, robotic arms, and endless rows of conveyer belts.

ILM’s Pablo Helman oversaw the more peaceful environments of Naboo, which in Attack of the Clones provides the setting for Anakin and Padmé’s first stirrings of a love that is forbidden to a Jedi. Helman and his team created heretofore unseen sweeping vistas, waterfalls, and a country house where romance blossoms.

The digital realm also extended into the creation of some of Attack of the Clones’ characters. Animation director Rob Coleman oversaw a new CG creature known as Dexter Jettster. An enormous character straight out of a Forties detective film, Dexter provides critical information to Obi-Wan on his search to unravel a mystery stemming from the assassination attempt on Padmé. A “been-everywhere, done-everything” figure, Dexter sports four huge arms and hands as well as a grubby shirt, greasy apron, and pants that tend to slide.

Coleman and his team brought to life the Kaminoans, tall, thin-necked, elegant beings hearkening back to classic science fiction creatures. The clone-manufacturing Kaminoans provide a stark contrast to the primitive, insect-like Geonosians, who labor in underground foundries creating droids.

Coleman also brought to life some CG characters familiar to all Star Wars fans, including a fully computer-generated Yoda. Computer effects give Yoda greater movement, which in turn allowed the character to play a more central role in the action and drama than in his previous Star Wars appearances. “The chance to work on Yoda as a CG character was one of the highlights of working on this film,” says Coleman, who also notes that Lucas gave the go-ahead for the CG Yoda only after extensive tests proved Coleman and his team could “act” the role.

Yoda’s earlier on-screen incarnations were defined by Frank Oz, whose performances set a high bar for Coleman. Oz’s presence was always felt during and after production of EPISODE II; the talented performer and filmmaker again provides his unique voice talents, and Coleman was intent on remaining true to the essence of Oz’s puppet and performance.

Other familiar CG characters returning are the miserly junk dealer Watto (again voiced by Andy Secombe), and Jar Jar Binks, a favorite among the saga’s younger fans. Ahmed Best again voices the bumbling Gungan who has now become a respected member of the Senate while retaining, especially when excited, some of his characteristic childlike traits.


In addition to the digital work done at ILM, Attack of the Clones’ far-flung locales called for special sets and home bases for the production. Although all four previous Star Wars films were based in London, that tradition changed when Lucas and McCallum elected to film EPISODES II and III at Fox Studios Australia in Sydney. (A small amount of additional shooting did take place in England’s historic Elstree Studios and Ealing Studios )

The Australian leg of the production journey began on June 26, 2000 and continued for two-and-a-half months, after which the company moved to Italy for location shooting. The Royal Palace at Caserta, which doubled as Queen Amidala’s -palace in The Phantom Menace, again forms part of the Naboo background to be seen in Attack of the Clones. Caserta served as the perfect locale to capture Naboo’s advanced society and rich culture.

In northern Italy, Lake Como’s manicured gardens, crystal clear waters, and stunning Villa Balbianello served as locations for scenes depicting the blossoming romance between Padmé and Anakin. The locale, which Lucas himself scouted during a vacation, impressed cast and crew members with its many splendors, especially Hayden Christensen, who enjoyed his first trip oversees. “Lake Como is so beautiful it looks almost surrealistic,” he says. “It looks like it belongs in a Star Wars movie.”

Even an unexpected Lake Como rainstorm failed to dampen the production’s enthusiasm – or shooting schedule. Lucas simply relocated the scene to underneath a series of arches at the side of the villa. At the end of the day, the storm, miraculously, cleared as quickly as it had arrived, leaving a gorgeous rainbow that appeared in the back of the shot. “People will think it’s a digital creation,” says Lucas, “but it’s real.”

In September 2000, the production moved to very familiar territory: Tunisia, the real world location that has doubled as the desert planet Tatooine in two of the previous Star Wars films. While braving 130 degree (Fahrenheit) temperatures was par for the course for this locale, the production managed to avoid the kind of massive storm that decimated many sets during the 1997 EPISODE I and 1976 EPISODE IV Tunisia location work.

Principal photography continued at the Plaza de España in Seville, Spain, which doubled for the beautiful city of Theed, the Naboo capital. On location in the historic inland port, hundreds of enthusiastic Star Wars fans of all ages gathered, hoping to get a glimpse of the stars and filming. After shooting had wrapped for the day, many of the filmmakers greeted the fans and signed autographs.


George Lucas long has noted that sound and visuals work together in telling his stories, and Attack of the Clones is no exception. The film showcases the talents of two artists whose work has been acclaimed worldwide. Once again making their unique contributions to the Star Wars universe are picture editor /Oscar-winning sound designer Ben Burtt and five-time Academy Award-winning composer John Williams.

For twenty-five years, George Lucas has maintained that John Williams’ contributions to the Star Wars saga cannot be overstated. His music underscores the films’ characters, emotions and action. “I’ve always said these are silent movies,” says Lucas, “and I’m very fortunate that John understands this.”

Williams in turn appreciates the structure of Lucas’ epic saga, which allows, perhaps for the first time in history, a body of music themes running throughout the films, while at the same time bringing new themes to each story. “In writing the music to a Star Wars film, it does feel like it’s one entity, and that I’m adding parts to it with each new film,” Williams shares. “As far as I know, in film that is unique.”

In Attack of the Clones, Williams employs “Anakin’s Theme” from EPISODE I, which was based in part on the Darth Vader’s “Imperial Death March” theme of The Empire Strikes Back and Return of the Jedi. Williams’ score also reprises “Yoda’s Theme” and “Duel of the Fates,” the latter an important theme from EPISODE I.

New to the Star Wars musical canon is a love theme that underlines Anakin and Padmé’s romance. Early on, Lucas described to Williams his vision of the love theme. “George said to me, ‘Why don’t you score it as if it were a love scene from an old Hollywood movie,’” Williams recalls, “‘where you’d see Claudette Colbert in love with a handsome leading man.’ Meaning what he wanted expressed here musically was in the traditional vein of a love theme.”

According to Williams, the love theme is resonant of the romantic scores of the 1930s and ‘40s. “There’s a particular sensibility in the love stories from that period that isn’t really present now,” he elaborates. “In those earlier films, love stories were more idealistic and spiritual, and less physical than today’s films. The task for the composers of that era was to provide the erotic aspects that couldn’t be shown.”

Williams’ Attack of the Clones love theme reflects the forbidden and ultimately tragic nature of the Anakin-Padmé love story. “There is an aspect of their romance that recalls classic love stories like Romeo and Juliet and Tristan and Isolde, where the romantic couples are separated by class, family, or rank,” the composer explains. “In EPISODE II, we have a queen /senator and we have a soldier, a Jedi, and their ranks and social structure separate them, creating tension. And so the love theme expresses this tragic aspect that separates the two young people. It was a different kind of musical opportunity and challenge than I faced with the other Star Wars films.”

The Lucas-Williams Star Wars collaborations have been memorable for fans around the globe, and the famed composer/conductor is among the biggest admirers of his director’s work. “Anywhere in the world, children know George Lucas’ characters. It’s an astonishing achievement. And peripherally they all know the music, which is something I have to be enduringly and unendingly grateful to George for.”

Like Williams’ scores, Oscar® winning sound designer Ben Burtt’s ingenious sound designs have played a key role in every Star Wars film. Burtt again lends his special talents – and ear – to the Attack of the Clones soundtrack. EPISODE II, like its four predecessors, has about one thousand sound recording “projects,” including vehicles, weapons and voices. Everything heard in the film is created, and not recorded during filming.

Burtt and co-supervising sound editor Matthew Wood traveled around Australia recording penguins, jungle birds, sugar cane factories – every interesting organic sound they came across. Burtt crept underneath a movie theater to record motors that ran the stage; these ultimately became Jango Fett’s depth charge launchings. Some of Australia’s fauna provided the sounds of weapons (the blasters of Jango Fett’s ship, Slave I, is really the manipulated screech of a bird). And a submarine riding up and down on the waves next to a Sydney pier ended up as the chilling roar of the Geonosis Reek monster.

Burtt also assumes the duties of picture editor, taking his place at Lucas’ side in one of the most instrumental positions shaping the structure and feel of Attack of the Clones. Burtt’s background in sound design and sound editing is of considerable benefit to his role as picture editor. “Sound and picture are so intimately related in the way the story is finally presented that we tried to create a department that thinks in the total sense, between picture and sound,” Burtt notes.

Two of Burtt’s favorite scenes for both picture and sound are the speeder chase – “It’s like an old-fashioned police car chase,” he says – and the pursuit through a dangerous asteroid field, which features sound effects only (no music or dialogue), like EPISODE I’s Podrace.

As Ben Burtt and John Williams completed their critical duties, Rick McCallum was busy supervising other key sound work: the dubbing of nineteen foreign language versions of Attack of the Clones, all of which will be released day and date with the domestic prints.

Even fighting a tight deadline, McCallum relished these final touches – and the anticipation of beginning anew on EPISODE III. “There are no rules when you work for George,” he explains. “He creates this incredible space for you to work in. The four words George never wants to hear are, ‘It can’t be done.’”

There will be little time for Lucas, McCallum and their teams to relax after Attack of the Clones’ May 16th global release. Soon after, McCallum will be scouting locations, the art department will be working on costume designs – and George Lucas will sit down to write EPISODE III, in longhand, in a binder he has used for all his films.

The saga continues…

©2002 Lucasfilm Ltd. All rights reserved.

Author : ©2002 Lucasfilm Ltd. All rights reserved.