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Star Wars saga revisited: Episode II - Attack of the Clones

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In anticipation of Star Wars: The Rise of Skywalker's release this December, we're counting down all the Star Wars movies in chronological order of release.

This week, we're looking at the second instalment of the prequel trilogy: Attack of the Clones.

What's the story of Star Wars: Episode II – Attack of the Clones?

Several years after the events of The Phantom Menace, young Anakin Skywalker has grown into a tempestuous teenager. The up-and-coming Jedi knight is under the tutelage of Obi-Wan Kenobi (Ewan McGregor), who begins to worry that his apprentice cannot reconcile his noble and reckless impulses.

This becomes more apparent when Anakin is tasked with taking Padme Amidala (Natalie Portman) to a safe haven following an assassination attempt. The two begin to fall in love, but at the same time Anakin begins to feel the seductive allure of the dark side.

In pursuit of answers as to Padme's would-be assassins, Obi-Wan heads across the galaxy and discovers a shocking clone conspiracy. The emergent Clone War threatens to plunge the whole galaxy into civil war, and the conflict is overseen by the mysterious Jedi-turned-enemy known as Count Dooku (Christopher Lee). But he himself is being manipulated by a far more dangerous enemy...


How did Attack of the Clones get made?

Films didn't come more hyped than 1999's The Phantom Menace, the first brand new, theatrically released Star Wars movie in 16 years. The movie was the advent of franchise creator George Lucas's prequel trilogy, something that had been gestating in his mind since the production of The Empire Strikes Back in 1980. This new trilogy would focus on the corruption of young Anakin Skywalker, and explore how one man could turn into the galaxy's most feared villain: Darth Vader. 

By retrospectively filling in the blanks as to Vader's background, Lucas hoped to place the (chronologically later) events of the original Star Wars trilogy (IV, V and VI) in a bold new light. However, for all its record-shattering box office success, The Phantom Menace was derided as a soulless, CGI-ridden return to the Star Wars universe, leaving many fans and critics feeling alienated in the process.

It wasn't the most auspicious of starts for the new trilogy, and enthusiasts were cautious when follow-up Attack of the Clones was announced. Lucas, however, was liberated by the technical possibilities afforded him by the breakthroughs in CGI – by placing actors in front of green screen, he was able to completely manipulate every facet of the Star Wars universe, in a way that had proven difficult on 1977's A New Hope. (Lucas decided not to direct The Empire Strikes Back or 1983's Return of the Jedi.)

The process of making A New Hope had proven traumatic for Lucas. He envisaged the project as a grand throwback to the Buck Rogers serials that had captivated him as a youth, but he was stymied by budgetary concerns, cautious producers and fights with his cast and crew. But although he later rescinded directorial duties, he steered the construction of the Star Wars franchise from behind the scenes, both with his conception of the prequel trilogy, and his realising of a vast merchandising empire that would make him one of the wealthiest film-makers in Hollywood.



As a businessman, Lucas's acuity was never in doubt – but as a creative, he was never going to be the equal of close friend Steven Spielberg. This would prove problematic as the prequel trilogy deepened in complexity and made greater demands of its actors – given Darth Vader's status as one of the most iconic movie villains of all time, the last thing people wanted was a facile, silly treatment of the character's tragic arc.

Lucas penned his first draft of the Attack of the Clones script in March 2000. The third iteration became the shooting script – it was sarcastically known via its working title as 'Jar Jar's Great Adventure', referring to the reviled character from The Phantom Menace. As ever, the writing process was fluid: an initial idea of Lucas's to fashion Lando Calrissian as a clone was ditched. Lucas eventually came up with the idea of clone troopers being bred for a nefarious purpose, setting up the eventual Clone Wars referred to by the older Obi-Wan (Alec Guinness) in the original Star Wars trilogy.

Jake Lloyd had played Anakin Skywalker as a kid, but given Attack of the Clones moves everything on 10 years, it was necessary to cast an older actor in this pivotal role. The likes of Leonardo DiCaprio and Ryan Phillippe were among those who read for the part, before Canadian unknown Hayden Christensen was cast. Co-star Natalie Portman praised his audition, saying he "gave a great reading. He could simultaneously be scary and really young".



Even so, what should have been a star-making role for Christensen was largely sunk thanks to Lucas's characteristically wooden dialogue and staging. Even the returning likes of Portman, Ewan McGregor and Samuel L. Jackson (as Jedi knight Mace Windu) clearly struggle with the faux-Shakespearean grandeur of Lucas's writing. (Ironically, Jackson, in response to criticisms that he had done nothing but sit down in The Phantom Menace, was now given a more active role and a purple lightsaber – the latter a direct request of Jackson's.)

A bit of spark is given by veterans Christopher Lee and Ian McDiarmid, the latter of whom portrays the manipulative Chancellor Palpatine. McDiarmid is almost certainly the highlight of the prequel trilogy, manipulating vulnerable Anakin with an evil glint in his eye before fully embracing his Sith powers and emerging as the Emperor in 2005's Revenge of the Sith. This sets up the Emperor's appearance in Return of the Jedi, at the end of which he is apparently killed – or not, as the trailer for The Rise of Skywalker makes clear.

Attack of the Clones shot on location in Italy, Spain, China, Canada, Australia and Tunisia, the latter again doubling as the desert planet of Tatooine, to which Anakin returns to make a tragic discovery about his mother. (This is the place where Luke Skywalker will eventually grow up and dream of embracing a grand destiny.) This particular sequence is important for hastening Anakin's slide into the dark side. However, the appeal of physical locations and sets appeared to hold increasingly little appeal for Lucas, who doubled-down on the digital developments of his latest production.



On the Attack of the Clones DVD, producer Rick McCallum describes the production as "virtual film-making", and it's not hard to see why. Lucas steered away from the use of storyboards, instead getting members of the production to enact key sequences in front of green screens – these were later dubbed by sound designer Ben Burtt as "videomatics". These clips were then sent to the visual effects department who filled in the backgrounds with detail, before Burtt later edited the footage and sent it to Lucas for approval.

The sequences were later refined with CGI creations replacing the flesh-and-blood stand-ins – these 'animatics' are surely a reflection of Lucas's wider film-making in a nutshell. Like The Phantom Menace, Clones was also a watershed moment in terms of how it was shot digitally: Sony and Panavision developed the new HDW-F900 camera that was able to shoot in tough locations such as Tunisia without falling victim to the elements.

Lucas's dedicated (one might say fanatical) approach to CGI caused headaches during reshoots in March 2001. Although principal photography had concluded on 20th September 2000, he decided that the third act lacked momentum, and added the droid factory conveyor belt sequence involving Natalie Portman's Padme. The late addition of a complicated, effects-laden sequence resulted in a rushed pre-visualization process, Lucas deploying virtual communication to canvas a host of effects artists from a myriad of different locations.


Unfettered by the shackles of complex puppetry and exact timings, Lucas was also able to turn his CGI focus onto established Star Wars favourites. This is most apparent in the conception of Yoda, who now launches into battle with Count Dooku during the climax. (As before, Yoda is voiced by Frank Oz.) Note also how the look of the character returns to the visage familiar from the original Star Wars trilogy – in The Phantom Menace, new molds of the character's face had been attempted, which resulted in widespread mockery.

The aforementioned 'animatic' sequences were presented to the actors on the set to give them a sense of a particular scene. Interestingly, for the climactic battle of Geonosis the animatics department was given free rein by Lucas to design their own 'action shots', from which he would eventually pick. Atypically for Star Wars, several crash zooms are used during the sequence – a clear indicator that Lucas wasn't in the driving seat during the planning of this important battle, the first step in the advent of the Clone Wars.

As with The Phantom Menace, Italy's Caserta Palace stood in for the lush environs of Naboo – this is where Anakin takes Padme following the attempt on her life. The richly archaic buildings, lakes and sweeping fields provide the backdrop for some of Clones' most heavily-criticised sequences, as the two fall head over heels in love. But for all the flaws, these are important building blocks in the Star Wars universe: this is where Anakin and Padme cement their affection, later becoming married and giving birth to saviours Luke Skywalker and Leia.

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How did John Williams compose the score for Attack of the Clones?

One of the few elements of The Phantom Menace that escaped unscathed was John Williams's soundtrack. The veteran composer had been with the Star Wars saga since 1977's A New Hope, which won an Oscar and led to a resurgent interest in symphonic film scores. Williams's subsequent work across Empire and Jedi was a marvel of interlinking musical themes and motifs, enhancing our understanding of this complex universe and furthering our connection with the characters.

Come 1999, Williams's musical voice had matured, resulting in The Phantom Menace being far more rhythmically complex and diverse than its predecessors. (However, unlike their predecessors, none of the Star Wars prequel scores would win, or indeed be nominated for, an Oscar.) This largely manifests in the thunderously brilliant 'Duel of the Fates' theme, a Sanskrit choral piece that renders the clash between Jedi and Sith as a landmark moment in the saga.

'Duel of the Fates' makes a brief appearance in Attack of the Clones as Anakin tears across Tatooine in pursuit of his mother (a neat way of indicating his emergent Sith persona). However, Williams is far more interested in developing a fresh musical personality for the movie: Clones essentially sows the seeds of a romance that will eventually turn tragic, so Williams therefore grounds everything in one of his most beautiful themes, 'Across the Stars'.

This is the love theme for Anakin and Padme, shimmering with high-register strings, oboe and harp to capture their courtship. (Williams is said to have derived influence from the masterful Nino Rota, who composed the likes of The Godfather trilogy.) Midway through the piece, we get an injection of militaristic tension that alludes to both the invasive nature of the Clone Wars, and also the violent path down which Anakin is headed. It's the sort of superb musical intuition that has secured Williams as one of the finest composers of the 20th century, for film or otherwise.



Of course, when Williams opens the taps, he does so with gusto. His action sequences, namely 'Zam the Assassin and the Chase Through Coruscant', resound with all manner of brass and timpani-laden chaos, placing more emphasis on texture and energy rather than interweaving the main Star Wars themes, as the original trilogy scores would have done. It's a terrifically exciting cue and also unusual in the Williams canon for how it deploys an electric guitar to depict the seedy underbelly of Coruscant (this was dialled out of the sound mix in the movie, but can be heard on the album release).


Then there's the loyalty to the overarching Star Wars themes that grounds everything in the wider saga storyline. Naturally, we begin with that famous fanfare and end with the traditional credits recap of all the primary musical ideas. There's also a terrific usage of Darth Vader's theme, 'The Imperial March', during Anakin's horrific confession that he executed the Sand People to avenge his mother's death. It anticipates Anakin's eventual corruption by the dark side, and is an excellent example of how Williams's writing can lift an entire scene.



Further intriguing ideas include a chilling soprano vocal during the final meeting between Count Dooku and the disguised Chancellor Palpatine – the sense of choral menace anticipates the emergence of the Emperor's own musical theme in Return of the Jedi.


How was Attack of the Clones received?

The Attack of the Clones teaser trailer debuted with Disney-Pixar's Monsters, Inc., before the full trailer aired on the 20th Century Fox network on 10th March 2002. There were predictions that U.S. companies could lose more than $319 million in productivity due to employees calling in sick and then heading to theatres to see the movie.

Despite The Phantom Menace's poor reception, hype levels for a new Star Wars movie were clearly on the up again. The film premiered at the Tribeca Film Festival on 12th May, later screening out of competition at the 2002 Cannes Film Festival before getting a worldwide theatrical release on 16th May.

Although the movie was not shot using IMAX cameras (an approach later popularised by the likes of Christopher Nolan), Attack of the Clones was later digitally re-mastered for the purposes of the format, a process that took 14 weeks and which was completed by September 2002.

Critical response was mixed: many cited the issues that had stymied The Phantom Menace including insipid dialogue (not aided by this film's loved-up romance) and increased emphasis on CGI spectacle. Revered film critic Roger Ebert, a self-avowed fan of the earlier films (including The Phantom Menace) said of the film's romantic sequences: "There is not a romantic word they exchange that has not long since been reduced to cliché".

Nevertheless, there was a silver lining: the hated Jar Jar Binks had been reduced to a walk-on cameo, to the relief of critics and fans the world over. The movie was Oscar-nominated for Best Visual Effects but lost out to Peter Jackson's The Lord of the Rings: The Two Towers (a movie that truly demonstrated the capabilities of CGI with its cutting-edge motion capture effects for Gollum).

Attack of the Clones went on to gross $649 million worldwide, a strong result when set against a $115 million budget, if middling in the wider pantheon of Star Wars movies. (It ranks above Empire and Jedi, but below the barnstorming levels recorded by A New Hope and The Phantom Menace.)

With opinion split on the merits of the first two prequel movies, it was imperative George Lucas knock it out of the park when it came to the most important moment of all: Darth Vader's birth.


What was the next movie in the Star Wars saga?

Revenge of the Sith, released in 2005, resolved George Lucas's Star Wars prequel trilogy.



When is Star Wars: The Rise of Skywalker released in the UK?

Star Wars: The Rise of Skywalker is released in Cineworld on 19th December. Tweet us your favourite Star Wars moments @Cineworld.