Star Wars: Episode II - Attack of the Clones Movie Poster

Trivia for Star Wars: Episode II - Attack of the Clones

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  • C-3PO (Anthony Daniels) was originally to have made his first appearance still in skeletal form. In post-production, George Lucas decided to have C-3PO be complete throughout the film.
  • Sir Christopher Lee has pointed out that "Dooku" is the Japanese word for "poison", which is inaccurate. The Japanese word for "poison" is pronounced "doku" with the short "o" sound.
  • During the final battle, nearly 90% of the music heard is temp-tracked from John Williams' score of Star Wars: Episode I - The Phantom Menace (1999). This is most likely because, like the droid factory sequence, the clone battle was a late addition to the film.
  • The yellow speeder that Anakin and Obi-Wan use while chasing Zam Wesell appears to be inspired by the yellow '32 Ford coupe from George Lucas' American Graffiti (1973).
  • EASTER EGG: On the special features disc of the DVD, go to Dex's Kitchen from the Still Galleries menu (it's listed as "Dex's Kitchen and Still Galleries" in the main menu). Then in the menu that follows, use your remote to select the flier on the wall behind Dex. This will take you to a reel showing "flyers" made by college students to promote the film. They contain links to web sites which you can access if you put the disc in your computer.
  • According to producer Rick McCallum, a scene was shot with Obi-Wan and Amidala swinging from one area to another, much like Luke and Leia in Star Wars: Episode IV - A New Hope (1977), but the scene was cut.
  • Due to much of the animosity aimed towards Jar Jar Binks in Star Wars: Episode I - The Phantom Menace (1999), the working title of this movie was "Jar Jar's Big Adventure".
  • Instead of creating a new C-3PO suit for the film, the designers repainted and "aged" the one used in the original trilogy.
  • The planet name "Geonosis" is taken from the Greek word used in ancient times "gnosis", meaning "knowledge".
  • Since the special effects model of Boba Fett's Slave I was on loan to the Smithsonian at the time of filming, a computer-generated version of the ship (with a different color scheme) had to be created.
  • According to animation director Rob Coleman, not a single clone trooper suit was ever built. Every clone trooper seen in the film is computer generated, with motion capture performed by Industrial Light & Magic employees, wearing only the helmet, and sometimes the footwear of the suit. The rest is completely computer generated.
  • During the scene set in the Lars homestead dining room, Owen Lars asks Anakin "Where are you going?", as he is the first one to leave the table. This is a reference to a similar scene in Star Wars: Episode IV - A New Hope (1977) when Luke becomes anxious to leave, and Aunt Beru asks where he's going.
  • To efficiently deliver a realistic explosion for the gunship that gets shot out of the sky, Industrial Light & Magic built a mandrill of the vessel. A mandrill is an all-blue practical miniature. It was rigged with pyrotechnics and blown up. The properly shaped explosion was digitally extracted, interacting with the properly shaped wreckage, and digital artists replaced the blue gunship with the computer-generated one.
  • The shot of Anakin and Padmé walking and talking about her serving as Senator when they first arrive on Naboo is shot in the same way, and outside the same building, as the last conversation between General Allenby and Dryden before the intermission of Lawrence of Arabia (1962).
  • With an estimated budget of $120 million, this was the most expensive Star Wars film until Star Wars: Episode VII - The Force Awakens (2015), with an estimated budget of $200 million.
  • The design for Anakin's lightsaber was based on Darth Vader's lightsaber prop as seen in Star Wars: Episode IV - A New Hope (1977). Count Dooku's lightsaber prop is curved and is based on a rapier, with an Arabian flair. Obi-Wan uses a lightsaber prop that is a duplicate of the one he lost in battle at the end of Star Wars: Episode I - The Phantom Menace (1999).
  • Like Ewan McGregor did in Star Wars: Episode I - The Phantom Menace (1999), Hayden Christensen made "light-saber noises" the first time he was handed one in rehearsal. After chuckling at the young star's antics, George Lucas informed him that they probably had people in Sound Effects, who could do a better job in post-production.
  • Aayla Secura (Amy Allen) was not created by George Lucas. Aayla Secura first appeared in the nineteenth issue of Dark Horse Comics' "Star Wars: Republic" series (part one of "Star Wars: Twilight"). Lucas was so impressed with the character, that he decided to have her in the film.
  • The Jedi Archives are modelled on the Trinity College library in Dublin, Ireland.
  • This was the first film to have an "on-location" film shown once a week to document the shooting. After the success of this movie, other movies adopted the same process.
  • In the Brazilian Portuguese translation, the names of Count Dooku and the Jedi Master Sifo-Dyas were changed. The reason is that, in Portuguese, "Dooku" and "Zaifo-Dias" have obscene meanings. "Dooku" became "Dookan", and "Zaifo-Dias" became "Zaifo-Vias". In Portugal, that change didn't happened.
  • The droid factory chase sequence was not in the original script. Anakin and Padmé were originally captured as soon as they arrived on Geonosis. George Lucas wrote an additional action sequence based in the droid factory to lead up to their capture that was filmed in March 2001. On the DVD commentary, Lucas mentions that all of the factory equipment had a genuine purpose, and was not simply there to serve as a random hazard for the heroes (for example, the first conveyor belt where Anakin and Padmé land makes chest plates for the battle droids).
  • The Republic flying gunships used in the climactic battle were LAAT/I used to transport troops from the assault ships while larger LAAT/C gunships carried AT-TE Armored Walkers. The Republic artillery was SPHA-T-class used to bring down a Trade Federation core ship.
  • George Lucas' daughter Katie appeared as a purple Twi'lek in the nightclub scene. Her older sister Amanda can also be spotted in the background when Obi-Wan and Anakin discuss the "changeling". Youngest sibling Jett appeared as a young Jedi in the Jedi Archive scene with Obi-Wan Kenobi and the librarian Jocasta Nu.
  • This is the first "Star Wars" film in which Yoda (Frank Oz) is entirely computer-generated. After tests to see if a CGI Yoda was possible, failed during pre-production of Star Wars: Episode I - The Phantom Menace (1999), Rob Coleman and his team came back three years later, and presented a reel to George Lucas showing him a CGI Yoda performing the scene in Star Wars: Episode V - The Empire Strikes Back (1980), where he explains the nature of the Force to Luke Skywalker. Lucas was impressed and decided the technology was right for a CGI Yoda.
  • According to the official website, one of the many considered ideas for the character who eventually became Count Dooku was a female Sith. The rejected concepts for this later found their way into creating a new character, Asajj Ventress, who appeared extensively in the Clone Wars comics, cartoons, and novels.
  • Actors auditioning for the part of Anakin Skywalker included Ryan Phillippe, Micha Collins, Paul Walker, Colin Hanks, Christian Bale, Heath Ledger, James Van Der Beek, Joshua Jackson, Eric Christian Olsen, Erik von Detten, Chris Klein Leonardo DiCaprio, and Jonathan Brandis. In the end, Hayden Christensen got the part, primarily because he and Natalie Portman "looked good together".
  • This movie and Minority Report (2002), directed by George Lucas' pal Steven Spielberg, have similar factory chase scenes.
  • Cans (containing reels) were shipped to theaters under the code name "Cue Ball".
  • The Tatooine garage in which Luke cleaned the droids in Star Wars: Episode IV - A New Hope (1977) was rebuilt for this movie, but not completely. While the foreground and background were complete sets in the original film, only the foreground was rebuilt for this movie. The background is digital.
  • This movie and Rogue One: A Star Wars Story (2016) are the only Star Wars movies where the camera shot tilts up after the opening scroll to start the scene. In all other Star Wars movies, the camera shot tilts down after the scroll.
  • This film marks the first time Yoda used a light-saber. Previously the puppet had problems grasping his own light-saber and making it look realistic.
  • Hugh Quarshie was originally slated to reprise his role as Captain Panaka from Star Wars: Episode I - The Phantom Menace (1999). However, he turned down the offer after Lucasfilm refused to let him read the whole script, so his character was written out, and replaced with a newly created chief of Security Captain Typho, portrayed by Jay Laga'aia.
  • According to visual effects supervisor John Knoll, a big cow-like creature with which Anakin and Padmé frolic around in the fields can be seen in the asteroid belt through which Obi-Wan flies. One asteroid has legs.
  • The CGI models of the Republic attack gunships had to be extremely detailed to withstand viewer scrutiny during close-ups. Industrial Light & Magic even crafted a version with a fully decked-out interior, which was used as the background for new greenscreen elements of the actors, aboard the gunships, shot during additional photography in London. The real-life gunship interior sets were left in Sydney, Australia, so these new shots required digital gunship interiors.
  • The Clone Troopers' rifle design is based on the German MG-42 machine gun.
  • Just before Anakin goes to search for his mother on Tatooine, he has a conversation with Senator Amidala. The camera pans to their shadows as they talk, and Anakin's resembles that of Darth Vader. According to the DVD commentary, the Vader-like shadow that Anakin casts was not a visual effect, but a coincidence.
  • Jedi Council members Eeth Koth and Adi Gallia, though re-cast, were originally supposed to make appearances in this movie. In the role of Eeth Koth, Hassani Shapi was replaced by Tux Akindoyeni, and Gin Clarke was replaced by Lily Nyamwasa. Shapi and Clarke still appear in this movie, though they were not involved in its production. A scene in the Jedi Council chamber featured a recycled background from Star Wars: Episode I - The Phantom Menace (1999). Akindoyeni and Nyamwasa played Koth and Gallia, respectively, during the battle of Geonosis. However, it was decided during post-production that they looked different enough to be designated as different characters. Eeth Koth was therefore changed to Agen Kolar, and Adi Gallia became Stass Allie. The Episode I characters and cast members are still the only ones credited.
  • Australian actor and actresses Graeme Blundell, Trisha Noble, and Claudia Karvan, were cast as Padmé's parents and sister and were interviewed by Ahmed Best for the "On-Location" web series. Blundell was even involved in the location shoot in Italy for one scene. However, all of their scenes, which also included young Keira Wingate and Hayley Mooy playing Karvan's daughters, ended up being cut. Most of the footage can be seen as an extra feature on the DVD. Despite their absence in this movie, the entire Naberrie family is still visible at the end of Star Wars: Episode III - Revenge of the Sith (2005), and are all credited as such.
  • Several subtle visual clues were incorporated into the design of the shots to help audiences keep track of who's who. The good guys, the Republic Clones Troopers, always move from screen right to screen left, while the Separatist Battle Droids moved from screen left to screen right. The sun is behind the clones, resulting in a gloomier sky behind the Separatists. Finally, the missile contrails were color-coded to denote allegiance: the Republic rockets leave clean white trails, while the villains launch missiles that leave noxious black/purplish exhaust.
  • Sebulba, the champion podracer from Star Wars: Episode I - The Phantom Menace (1999), seems to appear during the Coruscant chase and in Dex' Diner (in fact there are two of his species in this scene). However, the first Dug has been identified as Taxi cab driver "Seboca" and his dinner date is named "Rednax".
  • The Neimoidian seen with Nute Gunray on Geonosis was originally intended to be Rune Haako. However, Rune's mask was lost shortly after the first film completed shooting. The production crew gave uncredited actor David Healey the mask of Daultay Dofine instead. Although the "new" Neimoidian had no official name during filming (the character was only referred to by the crew as "Nute's friend"), he was eventually named Gilramos Libkath, after costume supervisor Gillian Libbert and production controller Kathryn Farrar. Unfortunately, a mix-up in the end credits not only erroneously lists Alan Ruscoe in the part, but also says the Neimoidian is Lott Dod (the Trade Federation Senator seen briefly in Episode I). Much confusion has surrounded whether Nute's companion should be considered Rune Haako, Gilramos Libkath, or Lott Dod. The official Lucasfilm word is that it's Rune Haako "for all intents and purposes", but many fans are unsatisfied with this decision, based on the fact that the character neither looks nor sounds anything like Rune, who is back to his old Episode I self by Episode III.
  • When Obi-Wan (Ewan McGregor) and Anakin (Hayden Christensen) enter the sports bar on Coruscant to search for the assassin Zam Wesell (Leeanna Walsman), several actors, actresses, and crew members from the "Star Wars" movies can be spotted, including Ahmed Best, (voice of Jar Jar Binks) and Anthony Daniels (C-3PO). Also visible in the crowd are R2-D2 handler Don Bies and his Droid team consisting of Zeynep Selcuk, Justin Dix, and Trevor Tighe.
  • Where Luke Skywalker's T-16 Skyhopper sat in the garage of the Lars homestead in Star Wars: Episode IV - A New Hope (1977), a smaller ship with a similar design sits parked there in this film. Also, Luke's landspeeder is visible in the garage in this film.
  • For shooting the pre-visualization sequences for the speeder chase scenes, Luke Skywalker's speeder from Star Wars: Episode IV - A New Hope (1977) was dug out of storage, and used to represent the open-cockpit speeder with Anakin and Obi-Wan, and George Lucas' own Ferrari was used to represent Zam's speeder.
  • The final shot of Padmé and Anakin looking out on the lake in Naboo with R2-D2 and C-3PO to their right is a reproduction of the final shot of Star Wars: Episode V - The Empire Strikes Back (1980), where Luke and Leia are looking out into space from the ship with R2-D2 and C-3PO to their right.
  • Though the Republic AT-TE walkers were computer-generated, at least one 1/10th scale miniature was constructed for pyrotechnic purposes. The walker that gets blown apart by an armor-busting Hailfire missile was first shot as a miniature against greenscreen. This provided valuable reference for the animators, though the scale of the resulting miniature explosion proved unusable as a final element. Also, the miniature was shot with a static camera, while the finished shot, had a swooping camera move that followed the rocket: a CGI walker was needed to properly move with the perspective of the shot.
  • Many of the explosions of the final ground battle were real ones, rather than digital fireballs. They were shot in the backlot at Industrial Light & Magic. Explosions were such in demand that the compositors dipped into the library of explosions built for the Naboo plains battle from Star Wars: Episode I - The Phantom Menace (1999) to fill out the shots.
  • The fight between Yoda and Count Dooku was envisioned quite differently. Originally, Yoda was to come in and immediately have the fight with Count Dooku, but many of the creative team felt that was too quick a transition for Yoda, and the audience needed to feel the power of good and evil going against each other, so George Lucas added in the preamble to the fight with the blue lightning and rock falls, because it showed how powerful Yoda was. The light-saber battle was a culmination of all that energy. There was also footage shot of Count Dooku using either Obi-Wan's or Anakin's light-saber in addition to his own against Yoda, but these moves did not make the final cut.
  • WILHELM SCREAM: Not the "classic" Wilhelm, but what is known as the "third scream" can be heard at the beginning of the film as Amidala's ship explodes.
  • According to George Lucas, Obi-Wan's hiding in Geonosis' asteroid field teaches young Boba Fett a lesson that he uses to his advantage during adulthood. Having learned how Obi-Wan hid from him and his father, Boba knows the trick Han Solo is using to hide in Star Wars: Episode V - The Empire Strikes Back (1980), and is able to find him.
  • Padmé (Natalie Portman) is supposed to be a few years older than Anakin (Hayden Christensen). In real life, Christensen is almost two months older than Portman.
  • Some of the stunt work was computer-generated, and was performed by "digital stand-ins".
  • The arrogant librarian at the Jedi Archives says "If an item doesn't appear in our records, it does not exist!" This is a variation of the slogan of the Pacific Bell Yellow Pages.
  • Most of the clone troopers wear plain white armor, some of the more senior troops' armor has added colored trim on the helmet and arms. The colors denote rank as follows: Green = Sergeants, Blue = Lieutenants, Red = Captains, Yellow = Commanders (the Jedi serve as the Clones' Generals). Note that pilots also wear yellow trim, but their armor design differs from other Clones.
  • In the arena, Senator Amidala's gun makes the distinctive sound of a .44 Magnum, a reference to this sound accidentally being left in the sound mix when Princess Leia shoots over the chasm in the special edition of Star Wars: Episode IV - A New Hope (1977)
  • The Senate votes to give the Supreme Chancellor sweeping emergency powers to go to war against the Separatist forces. This is the same ploy Adolf Hitler used to gain similar dictatorial power in mid 1930s Germany.
  • DIRECTOR TRADEMARK (George Lucas): (1138): The LEDs on the back of the clone trooper helmets display a serial number. Although illegible, they all read "THX 1138".
  • Shot on digital video, using a new 24-frame High Definition Progressive Scan camera, developed by Sony and Panavision, Inc. The cameras worked flawlessly, even in temperatures of one hundred twenty-five degrees Fahrenheit (51.7 degrees Celsius).
  • The Separatist Droid Army is made up of Trade Federation Battle Droids and Droidekas seen in Star Wars: Episode I - The Phantom Menace (1999), as well as the introduction of rapid-firing Super Battle Droids. The large Homing Spider Droids and the Dwarf Spider Droids belong to the Commerce Guild, while the missile-firing Hailfire Battle Droids belong to the IG Banking Clan.
  • During the Speeder chase on Coruscant, when Zam heads straight down the cityscape, you can see an X-Wing being chased by three Tie Fighters in the bottom left of the shot.
  • The only Star Wars film that was not the top grossing film of the year in North America. It placed third after Spider-Man (2002) and The Lord of the Rings: The Two Towers (2002).
  • The look of the Republic Clone Troopers is a combination of the Mandalorian armor worn by Jango Fett (later Boba Fett) and the armor worn by the Imperial Storm Troopers of episodes IV, V, and VI.
  • In the Jedi Archives, many of the busts, sculpted by Richard Miller, were of members of the Star Wars staff, including George Lucas, animation director Rob Coleman, visual effects supervisors John Knoll and Pablo Helman, and model supervisor Brian Gernand.
  • To efficiently communicate the damage sustained by the Trade Federation core ship blasted out of the sky, two versions of the computer-generated vessel were made. One bore its standard paint job. The other was the "distressed" version, with carbon scoring damage painted across the surface. Both were animated performing the same movement, and the compositors used animated mattes to gradually reveal the damaged ship from "behind" the intact one, covering the transitions with composited fire and explosion effects.
  • Running at two hours and twenty-two minutes, this was the longest of the Star Wars films until Star Wars Episode VIII - The Last Jedi (2017), which runs at two hours and thirty-two minutes.
  • (Cameo) Anthony Daniels: As a human customer in the bar, when Anakin and Obi-Wan hunt Senator Amidala's attempted assassin, visible just after Obi-Wan draws his light-saber.
  • This is the first Star Wars movie to be released during the same year as a Star Trek movie: Star Trek: Nemesis (2002).
  • When Jango Fett gets into his ship after his fight with Obi-Wan, he bangs his head on the partially open door. This was intentional, and is a reference to a famous goof from Star Wars: Episode IV - A New Hope (1977), where a stormtrooper accidentally bangs his head on a door.
  • Was shot on the same stages as Moulin Rouge! (2001), also starring Ewan McGregor.
  • EASTER EGG: In the "Options" menu, key in "11" enter, "3" enter, "8" enter, and you will see bloopers, mostly of Hayden Christensen falling during various takes of the film.
  • Yoda's command center was a 1/6th scale miniature.
  • After making this film, Ewan McGregor appeared in Black Hawk Down (2001), which required him to be clean-shaven and to have an extremely close buzz cut. New scenes with Obi-Wan Kenobi were then added to this film in post-production. Since McGregor had not had enough time to regrow his hair or a full beard, he had to be fitted with a hairpiece and prosthetic beard, which is often easily distinguished from his natural hair, as it appears in the rest of the film. These scenes include the conversation between Obi-Wan and Anakin in the elevator, the exchange concerning the "changeling" in the Outlander club, the Jedi temple talk between Obi-Wan, Mace, and Yoda, and his interrogation by Count Dooku.
  • This marks the first chronological time that Obi-Wan Kenobi cuts off an enemy's gun hand in a bar filled with people who fall silent and then return to their business. The second chronological time is in Star Wars: Episode IV - A New Hope (1977), where he and Luke Skywalker met Han Solo.
  • The death-sticks that the pusher tries to sell Obi-Wan were a hallucinogenic drug. The drug's name is an obvious reference to cigarettes. According to George Lucas, much like with cigarettes, with each dose, the user's life was shortened, the successive dosages took away larger chunks from their lifespan, and the desire for a more intense reaction increased. Lucas inserted this personally into the film, due to his strict views concerning smoking.
  • Dexter Jettster's surname comes from George Lucas nickname for his son Jett. The character was partly inspired by Hollywood legend Ernest Borgnine and Mel, the gruff chef, as played by Vic Tayback from Alice (1976). Another hidden reference to this series can be found on the droid waitress WA-7. Her nametag reads "Flo" in the Star Wars font "Aurebesh".
  • Sound designer Ben Burtt experimented with using drumbeats and percussion sounds to underscore the droid factory sequence. When George Lucas told him to put in traditional effects instead, the scenes ended up accompanied by temp music from John Williams' Star Wars: Episode V - The Empire Strikes Back (1980) score.
  • The large Aiwha creature, briefly seen flying out of the waves of Kamino, was originally designed by Ralph McQuarrie for Star Wars: Episode V - The Empire Strikes Back (1980). In that film, the "air-whale" would have been seen on Bespin. Subsequently, it was proposed as desert mounts for the Sarlaac scene in Star Wars: Episode VI - Return of the Jedi (1983) and then to be used by the Gungan in Star Wars: Episode I - The Phantom Menace (1999).
  • Dex's (Ron Falk's) backstory was that he was a former mercenary and explorer. He and Obi-Wan had served together on a couple of missions.
  • Beru's maiden name is Whitesun.
  • Dex's full name is Dexter Jettster.
  • Hayden Christensen and Natalie Portman play the parents of Mark Hamill and Carrie Fisher. Christensen and Hamill have Swedish ancestry, while Portman and Fisher have Jewish ancestry.
  • The Skywalker family has a great deal of Swedish blood. Pernilla August is Swedish, and Hayden Christensen's ancestry is Swedish as well, as is Mark Hamill's. Anakin's stepfather's name is Lars, a typically Swedish name.
  • One of the sculptures in Padmé's apartment on Coruscant, resembles the work of sculptor Constantin Brancusi. The sculpture is on the table near the balcony and looks like a tall, thin flame.
  • A conversation between Obi-Wan and librarian Jocasta Nu was written and filmed, but deleted, and would have identified the bust that Obi-Wan was looking at to be Count Dooku.
  • The missile launcher with the two big wheels is an IG-227 Hailfire droid tank. It was inspired by the Russian Tsar Tank, designed in 1914.
  • George Lucas originally wanted Sammo Kam-Bo Hung to be the light-saber fight choreographer.
  • During a meeting with producer Rick McCallum and animation director Rob Coleman about how Yoda should move during the lightsaber duel with Count Dooku, George Lucas stated that Yoda should be leaping around with frog-like reflexes, jokingly referring to Yoda as "the illegitimate child of Kermit the Frog and Miss Piggy". Yoda and Miss Piggy were voiced by Frank Oz.
  • During rehearsals and filming of Count Dooku's light-saber battle scenes, a small model of Yoda was used as a reference point for Sir Christopher Lee. The model, however, was slightly altered to have vampire fangs, to which Lee's amused response was "I will not comment on that. I didn't think you would do this to me, George!" The fangs were likely a joke at Lee's expense for his performance as Count Dracula in Horror of Dracula (1958) and several other Hammer Studios horror films.
  • Although Nute Gunray (Silas Carson) and Shmi Skywalker (Pernilla August) were major supporting characters in Star Wars: Episode I - The Phantom Menace (1999), neither character's name was given in dialogue until this movie.
  • Although Count Dooku (Sir Christopher Lee) is the main villain and is mentioned in the opening crawl, he does not make his first appearance until one hour and sixteen minutes into the film.
  • The release year of this film also coincided with the 25th Anniversary of the release of Star Wars: Episode IV - A New Hope (1977).
  • George Lucas is thought to have chosen the name "Jango" as a reference to the title character of Django (1966). Like Django, Jango is also a loner mercenary with a harsh past.
  • According to Natalie Portman on the Blu-ray commentary, the character of Padmé Amidala was going to leave politics altogether after her term as Queen ended, but remained on as Senator at the insistence of the new Queen.
  • In the Blu-ray commentary, it is stated that some original scripts of the movie had the joking title of "Episode II - Jar Jar's Big Adventure".
  • The "Death Sticks" guy in the bar has two antennae on his head. These were added later with CGI, and were not part of a costume or props. In the Blu-ray commentary, the crew states that the actor might not even have known they were going to be added to his head.
  • Hayden Christensen claimed to have greatly enjoyed filming the bar scene, because it was all a real set, and not just a greenscreen.
  • Supervising sound editor Ben Burtt, during production on the film, tried to compile all of the sound effects from every other Star Wars movie when working on this one onto a single database. He estimated that there were roughly 5,000 sound effects up to that time. He was disappointed to find that many sound effects from the older films had not been properly preserved.
  • The Kaminoans have an appearance more reminiscent of "traditional" extra-terrestrials than other aliens in the Star Wars franchise. George Lucas has stated this is an homage to his friend Steven Spielberg and his work on Close Encounters of the Third Kind (1977).
  • The scene of Obi-Wan contacting Mace Windu and Yoda was originally shot with Windu behind a desk. The crew claims the scene had a "film noir" feel to it, but ultimately ended up redoing it, because it did not seem appropriate to the look and feel of the Star Wars universe.
  • In DVD commentaries, the crew claims that the fight between Jango Fett and Obi-Wan Kenobi was intentionally made different from the other fights in the films, in that it focused more on physical and hand-to-hand combat, something not done in the films often.
  • The growling dog-like creatures fighting over a bone in the Tusken camp on Tatooine were originally meant to be used on Geonosis, and would encounter Obi-Wan. The Obi-Wan scene was cut, so the creatures were used on Tatooine so the models of the creatures would not be wasted.
  • (Cameo) Ahmed Best: He is seen as a human customer in the bar, into which Anakin and Obi-Wan follow the assassin.
  • Samuel L. Jackson has said that the words "Bad mother-f*cker" are engraved on the hilt of his light-saber. The same words are famously printed on the wallet of Jackson's character Jules Winnfield in Pulp Fiction (1994).
  • Only the even-numbered films of the original trilogy referred to important plot points in all capital letters during the opening crawl (e.g., DEATH STAR, GALACTIC EMPIRE). This film continues the tradition with its reference to the ARMY OF THE REPUBLIC. The first and third prequels do not do this.
  • Anthony Daniels (C-3PO), Kenny Baker (R2-D2), Frank Oz (Yoda), and Ian McDiarmid (Palpatine) are the only actors to reprise their roles from the original trilogy.
  • Anakin "has a bad feeling about this" when he, Padmé, and Obi-Wan are about to be executed on Geonosis.
  • In the Jedi Temple, one of the "younglings" being trained by Yoda, is named "Liam" after Liam Neeson who played Qui-Gon Jinn in Star Wars: Episode I - The Phantom Menace (1999).
  • In the visual dictionary of the film: Jango Fett was adopted and raised by the Mandalorian Warrior Army after his parents were murdered.
  • According to an internet rumor at the time, the original opening had Padmé's spacecraft exploding via Jango Fett's hand-held detonator before landing. This was altered, as it was uncomfortably similar to a reported terrorist attack to a commuter train. Portions of the opening scenes were re-filmed, that now featured the ship landing and the reason for the detonation appearing vague. Steve John Shepherd was cast as the Naboo Lieutenant, and Mike Savva returned as the accompanying Naboo Officer, having played a Naboo Guard in Star Wars: Episode I - The Phantom Menace (1999).
  • In the scene when Obi-Wan and Anakin enter the bar after the speeder chase, Obi-Wan states that Anakin will be the death of him. This is a reference to Darth Vader (Anakin) killing Obi-Wan in Star Wars: Episode IV - A New Hope (1977).
  • The Geonosis droid factory action sequence was influenced by the 1998 video game Apocalypse (1998). In the 8th level of the game, main protagonist Trey Kincaid (Bruce Willis) fights his way through the Warfighter, Inc. factory, in which robots are built and manufactured.
  • The Clone Wars were first teased in Star Wars: Episode IV - A New Hope (1977) when the hologram of Princess Leia mentioned that Obi-Wan had served her father during said conflict. Fans would have to wait for twenty-five years to get a taste of the Clone Wars in this movie, and another year to see Star Wars: Clone Wars (2003).
  • The forbidden love affair between Anakin and Padmé was strongly influenced by the forbidden love affair between Sir Lancelot and Queen Guinevere in the Legend of King Arthur. Anakin, a Jedi Knight, falls in love with Padmé, a former Queen of Naboo, which it is forbidden for a Jedi Knight to fall in love. In the Legend of King Arthur, Sir Lancelot, a Knight of the Round Table, has a forbidden love affair with Queen Guinevere, wife of King Arthur.
  • There were plans to include Captain Panaka (Hugh Quarshie) in the opening scene aboard the doomed Naboo Cruiser. This would have killed off his character early, if Quarshie could not commit to the majority of the movie in Australia. However, Quarshie declined due to disagreements with Lucasfilm, and the role was re-cast.
  • Count Dooku (Sir Christopher Lee) reveals that Qui-Gon Jinn (Liam Neeson) had been his apprentice. Lee died on June 7, 2015, Liam Neeson's 63rd birthday.
  • Since Obi-Wan is ten years older than in Star Wars: Episode I - The Phantom Menace (1999), Ewan McGregor grew a beard, and let his hair grow slightly longer for this movie, same for Star Wars: Episode III - Revenge of the Sith (2005), more so like how Obi-Wan appeared in the original trilogy.
  • Terence Stamp declined to reprise his role as Chancellor Valorum, saying that "Actors prefer to work with actors."
  • Re-shoots were performed in March 2001. During this time, a new action sequence was developed featuring the droid factory after George Lucas had decided that the film lacked a quick enough pace in the corresponding time-frame. The sequence's pre-visualization was rushed, and the live-action footage was shot within four and a half hours.
  • Because of George Lucas' method of creating shots through various departments and sources that are sometimes miles and years apart from each other, this became the first film ever to be produced through what Rick McCallum called "virtual filmmaking".
  • The film relied almost solely on digital animatics as opposed to storyboards in order to pre-visualize sequences for editing early on in the film's production. While George Lucas had used other ways of producing motion-based storyboards in the past, after Star Wars: Episode I - The Phantom Menace (1999) the decision was made to take advantage of the growing digital technology. The process began with Ben Burtt's creation of what the department dubbed as "videomatics", so called because they were shot on a household videocamera. In these videomatics, production assistants and relatives of the department workers acted out scenes in front of a greenscreen. Using computer graphics imagery (CGI), the Pre-visualization Department later filled in the greenscreen with rough background footage. Burtt then cut together this footage and sent it off to Lucas for changes and approval. The result was a rough example of what the final product was intended to be. The Pre-visualization Department then created a finer version of the videomatic by creating an animatic, in which the videomatic actors, props, and sets were replaced by digital counterparts to give a more precise, but still rough, look at what would eventually be seen. The animatic was later brought on-set and shown to the actors and actresses, so that they could understand the concept of the scene they were filming in the midst of a large amount of greenscreen. Unlike most of the action sequences, the Battle of Geonosis was not storyboarded nor created through videomatics, but was sent straight to animatics after the department received a small vague page on the sequence. The intent was to create numerous small events that would be edited together for pacing inside the finished film. The Animatics Department was given a free hand regarding events to be created within the animatic. Lucas only asked for good action shots, from which he could choose, and approve later.
  • After the mixed critical response to Star Wars: Episode I - The Phantom Menace (1999), George Lucas was hesitant to return to the writing desk. In March 2000, just three months before the start of principal photography, Lucas finally completed his rough draft for this movie. Lucas continued to iterate on his rough draft, producing a proper first and second draft. For help with the third draft, which would later become the shooting script, Lucas brought on Jonathan Hales, who had written several episodes of The Young Indiana Jones Chronicles (1992) for him, but had limited experience writing theatrical films. The final script was completed just one week before the start of principal photography.
  • Jedi Master Sifo-Dyas was originally just a flimsy alias for Darth Sidious known as Sido-Dyas, but a typo was made in the script. George Lucas preferred the new name, and the plot point about him was changed to make him an actual Jedi who had disappeared. None of the movies ever revealed if Master Sifo-Dyas was responsible for ordering the Clone army, or if someone else used his name, but the matter was later addressed in The Lost One (2014).
  • Rob Coleman and John Knoll prepared two tests featuring a CGI Yoda, using audio from Star Wars: Episode V - The Empire Strikes Back (1980). Yoda's appearance in Star Wars: Episode V - The Empire Strikes Back (1980) also served as the reference point for the creation of the CGI Yoda; George Lucas repeatedly stated to the animation department, that "the trick" to the animation of the CGI Yoda was to make him like the puppet from which he was based, in order to maintain a flow of continuity. Frank Oz was consulted; his main piece of advice was that Yoda should look extremely old, sore, and frigid. Coleman later explained the process of making the digital Yoda like the puppet version, by saying, "When Frank (Oz) would move the head, the ears would jiggle. If we hadn't put that in, it wouldn't look like Yoda."
  • R4-P17, Obi-Wan's astromech droid, was originally going to be destroyed during the execution scene at the Geonosian arena. The droid was supposed to be tied to the fourth column in the arena, and it would also possess an actual body, whereas in the finished film, R4 is just a stationary head built into the ship.
  • Count Dooku was initially designed as a female alien, with concepts being thrown around like a killer fairy, a hyper-advanced robot, and several others. Eventually, George Lucas told the team that they could either make one design work, or scrap the whole thing and start fresh with Sir Christopher Lee, who had just signed on. They did the easy thing. One of the rejected designs was later used to portray Asajj Ventress in the Star Wars Expanded Universe and Legends stories.
  • The novelization of Star Wars: Episode VI - Return of the Jedi (1983) states that Owen Lars was Obi-Wan's brother, instead of Anakin's stepbrother as finally shown in this movie.
  • The entire "aggressive negotiations" conversation during the dinner scene between Anakin and Padmé was ad-libbed by Hayden Christensen and Natalie Portman at George Lucas' request, due to his not being happy with the romantic dialogue he wrote for that scene.
  • Temuera Morrison and Rena Owen appeared in Once Were Warriors (1994) and What Becomes of the Broken Hearted? (1999).
  • This is the only Star Wars movie to not feature Darth Vader's iconic breath so far. In Star Wars: Episode IV - A New Hope (1977), Star Wars: Episode V - The Empire Strikes Back (1980), Star Wars: Episode VI - Return of the Jedi (1983), Star Wars: Episode III - Revenge of the Sith (2005), and Rogue One: A Star Wars Story (2016), one can obviously hear his breath, as he is seen on-screen. In Star Wars: Episode I - The Phantom Menace (1999), after the end credits, his breath is heard, and in Star Wars: Episode VII - The Force Awakens (2015), when Kylo Ren talks to Vader's burnt mask, the breath is heard once again.
  • Anakin Skywalker, who lived a long time ago in a galaxy far far away, was held up by some reviewers as an example of someone with Borderline Personality Disorder.
  • George Lucas has the head of a Stormtrooper and an R2-D2 in his office.
  • Boba Fett is ten years old in this film, implying his time of birth (or rather creation, as he's a clone of his father) was during the events of Star Wars: Episode I - The Phantom Menace (1999).
  • The spin-off video game Star Wars: Bounty Hunter (2002), which is a prequel to this film, reveals how Jango Fett was chosen as the genetic model for the clone army. Jango Fett was hired, along with other bounty hunters, by Count Dooku, to hunt down and eliminate Komari Vosa, Dooku's former apprentice, which Jango Fett succeeded in doing. Count Dooku revealed that that the bounty hunt was a test, and that the bounty hunter that succeeded in killing Komari Vosa, would go with Count Dooku to Kamino to be cloned, which Fett agreed, on the condition that he wanted one unaltered clone for himself - Boba Fett.
  • In this film, Padm? (Natalie Portman) falls in love with Anakin (Hayden Christensen), a Jedi. This "foreshadows" Portman starring in the "Thor" films as Dr. Jane Foster, a human scientist who falls in love with the God of Thunder, Thor (Chris Hemsworth). Please note: the "foreshadowing" idea is a big stretch, considering the fact that there was no way of knowing what was in Portman's future.
  • In the bar scene, Obi-Wan chops off Zem Wessell's arm. This foreshadowed the cantina scene in Star Wars: Episode IV - A New Hope (1977), in which Obi-Wan chopped off Ponda Baba's arm.
  • Susie Porter made a brief cameo as Hermoine Bagwa, a waitress in Dex's Diner.
  • Matt Doran (Elan Sleazebaggano, the death-sticks dealer), who is Jedi mind-tricked by Obi-Wan Kenobi in the Outlander Club, played Mouse in The Matrix (1999).
  • The alien creatures that attack Obi-Wan, Anakin, and Padmé in the arena on Geonosis, are an Acklay, a Reek, and a Nexu.
  • Jesse Spencer, Donald MacKinnon, Jonathon Jackson, Jett Garner, and S Club 7 band member Paul Cattermole were considered for the role of Anakin Skywalker. The name of Leonardo DiCaprio was also briefly mentioned, but it created such a negative fan response on the internet that he was never a serious contender.
  • Over four hundred young actors were screentested for the part of Anakin Skywalker.
  • Anakin doesn't call the children of the Tusken Raiders "younglings".
  • Obi-Wan says machines can't think, but in Star Wars: Episode I - The Phantom Menace (1999), C-3PO thinks Jar Jar Binks is very odd indeed.
  • When Obi-Wan is flying to Kamino, there is a shot of the exterior of his fighter. If you look closely to the right, you can see a symbol, that looks very similar to the Empire symbol.
  • We do not see any Separatist battle droids for the first eighty minutes.
  • Count Dooku was played by Sir Christopher Lee, who was famous for playing Count Dracula in the Hammer movies. Dracula and Count Dooku wore capes.
  • Count Dooku is a former Jedi, and leader of the Separatist Alliance, and the Droid Army. A plausible nod to the television series Battlestar Galactica (1978). In that series, Count Baltar (John Colicos), a member of the Council of Twelve, betrays the Council, and the human race, to the Cylons.
  • The first theatrical movie shot on digital video instead of film. It was also projected digitally in some theaters. At that time, only a few theaters in major cities had that capability, becoming one of the first films produced and distributed without film being used at any point.
  • Count Dooku and the Battle Droids are possibly based on Count Zarth Arn and the Golem robots in Starcrash (1978).
  • Art department concept sculptor Robert Barnes developed the Nexu after several early sketches depicted rather literal interpretations of a lion-like creature by intermixing different species traits like reptilian and human characteristics. Barnes was able to develop an unsettlingly vicious design, the Nexu was nicknamed "Bad Kitty" by the Industrial Light & Magic animation team during production.
  • Because he wanted to be able to identify himself during the colleseum scene, Samuel L. Jackson (Mace Windu) specifically asked George Lucas if he could have a purple light-saber. Lucas replied that Jedi light-sabers were only blue or green, to which Jackson said "Yeah, but I want a purple one." Lucas said he'd consider the request. Jackson says he didn't know how it would turn out until he went in for re-shoots, which is when Lucas showed him the scene containing his purple light-saber.
  • Sir Christopher Lee (Count Dooku) was very good friends with Peter Cushing (Grand Moff Tarkin in Star Wars: Episode IV - A New Hope (1977)). Both appeared together in many movies, but never together in a Star Wars movie.
  • The film echoes many plot elements of Star Wars: Episode V - The Empire Strikes Back (1980), although often reversed on themselves. This film begins in a mile-high city but ends in a desert wasteland. Empire began in a snowy wasteland, but ends at a city in the clouds. For the majority of both films, the three heroes are separated from each other: Obi-Wan (who trains Anakin) goes off on a mission by himself, just as Luke (who later trains Kylo Ren) goes off on his own to find Yoda. Han and Leia (Kylo Ren's parents) are captured, and Luke must rescue them. In this film, it is Anakin and Padmé (Luke's parents) who come to Obi-wan's rescue. In both movies, a Sith tries to lure a Jedi to the Dark Side, who responds by saying "I'll never join you" (Obi-Wan and Luke). Both films have C-3PO being disassembled, and repaired again by R2-D2. Anakin and Luke lose part of their right arms in duels with the villains at the movies' climaxes, and they are saved due to the intervention of a friend (Yoda and Leia). In the end, the Galactic Republic tries to capture the villain (Count Dooku), but he manages to escape. This resembles the Empire trying to capture the hero (Luke), only for him to escape at the last moment.
  • When Obi-Wan explains to Anakin about how his light-saber is his life, not to lose it is ironic as Obi-Wan loses two of his light-sabers. First, when Darth Maul kicks his light-saber down the reactor shaft in Star Wars: Episode I - The Phantom Menace (1999). Then, in Star Wars: Episode IV - A New Hope (1977) after Darth Vader/Anakin kills Obi-Wan, he takes his light-saber.
  • In Count Dooku's backstory, he left the Jedi Order and reclaimed his birthright as Count of Serenno.
  • Francis Ford Coppola paid a visit while filming Count Dooku's escape. Sir Christopher Lee was shooting against a greenscreen, and he claims he had no expression on his face at all, but when shooting was done, Lucas and Coppola complimented him on his performance.
  • Obi-Wan's Astro Droid is called "R4". This is the name of a British strategy from World War II: Plan R 4.
  • Is the last film in the Star Wars saga to be Rated PG by the MPAA.
  • Robert Smigel from Late Night with Conan O'Brien (1993) famously went to the Ziegfeld Theater in New York City to mock Star Wars fans camping out to see this movie. He did it as his character Triumph the Insult Comic Dog. The video became a popular video on the internet and Robert Smigel says that it is his favorite Triumph video.
  • Lamassu is the name of an Assyrian Deity.
  • Star Wars Episode II and III have lightsaber duels with Yoda, but not Episode I. This is the polar opposite of Obi-Wan having a lightsaber duel in Episode IV, but not V and VI. They are both counterparts of each other.
  • George Lucas had said as early as 1998 that Boba Fett would play a key role in this, the second episode of the prequel trilogy. At one point, the character would have been one of an army of shock troopers that invade the Republic and ignite the Clone Wars. At another point, he would have been part of an army of clone troops. As the story developed, however, Lucas decided to revise the story to focus on the character of Jango Fett as the source of the Republic army, and to reduce Boba's role to that of Jango's clone son.
  • The character of Count Dooku was originally not a Sith lord. Rather, he would have had a Darth Maul/Darth Vader style bodyguard. George Lucas revised this story point to combine Count Dooku and the Sith character, which further allowed Lucas to explore the ideas of the Clone Army, the manipulation by Chancellor Palpatine, and Count Dooku's history as a fallen Jedi.
  • This was the last "Star Wars" film to be released on VHS.
  • The only Star Wars movie of the twenty-first century to be Rated PG by the MPAA.
  • The famous boy band *NSYNC filmed a scene of them playing Jedi, but were cut out of the final film.
  • Count Dooku had an apprentice called Sev'rance Tann, who was created for the video game Star Wars: Galactic Battlegrounds (2002). Sev'rance Tann, a Force-sensitive female Chiss was Darth Sidious' choice to lead the Separatist Droid Army before General Grevious took command and had assisted Count Dooku in his escape during the Battle of Geonosis.
  • There was false online speculation that Boba Fett is the father of Star Wars Rebels (2014) character Sabine Wren. Sabine Wren was born two years after the Battle of Geonosis, and Boba Fett was only twelve at the time of her birth, and Sabine Wren's father is a human who took her mother's surname. Boba Fett and Sabine Wren are Mandalorian.
  • Samuel L. Jackson and Hayden Christensen appeared in Star Wars: Episode III - Revenge of the Sith (2005), Jumper (2008), and Quantum Quest: A Cassini Space Odyssey (2010).
  • Temuera Morrison had no idea who Bobba Fett was when he was cast as the character's father.
  • Shot over a period of 61 days in five different countries.
  • George Lucas's original idea for the Clone Wars was for everybody in the Galaxy fighting their own clones.
  • If you look closely when Jango is killed by Mace Windu you will see two shadows flying from the floor of the area: one is from his helmet and a second, harder to notice, is for his head, which falls out of the helmet.
  • In the narrative as to why Owen Lars didnt recognize C-3PO in Episode IV if he'd owned him previously, as in this film, If you look back at Episode IV, we will see that at no point does C-3PO give his number to Owen in the one and only conversation the pair ever have. Owen dies the next day, so this fact has no chance to come to light. In addition, we see throughout the series that C-3PO follows a standard protocol droid design which seems to be quite common. The metal plating covering C-3PO in Attack of the Clones was a rusty brown color, and not at all the shiny gold he sports in the later episodes, further obscuring his identity when he appears again, 22 years later. By that point, C-3PO had undergone a memory wipe, so he doesn't recognize Owen either (although R2-D2 presumably might). No explanation has yet been given, on the other hand, as to why Anakin simply walks off with the Lars' protocol droid without even asking. However, C-3PO is Anakin's, as he is the droid's maker (3PO even identifies Anakin as such when they meet again). Anakin gave 3PO to his mother when he left for the Jedi training, so it is no more than fair that Anakin receive the droid again after Shmi's death. Perhaps Owen had given his permission off-screen, before Shmi's funeral.
  • The design of Count Dooku's Solar Sailer is a variation on the original designs for Queen Amidala's ship from Star Wars: Episode I - The Phantom Menace (1999), which was originally planed to be a yacht powered by a solar sail.
  • Artoo's booster rockets were originally scripted to appear in Star Wars: Episode I - The Phantom Menace (1999) in sequence where R2-D2 leaned too far over the landing platform on Coruscant and fell off, only to fly back up using his own previously unseen rockets. Outakes of this scene have appeared in behind the scenes footage.
  • The Geonosian's head design is based on the original concepts of the Neimodians developed for Star Wars: Episode I - The Phantom Menace (1999), when they were planned to be computer generated characters. They were meant to resemble the Battle Droids.
  • The balcony Palpatine, Bail Organa and the other senators are standing on at the end of the film is part of the set for Padmé's apartment, seen much earlier.
  • According tot the book 'Creating the Worlds of Star Wars - 365 Days' by John Knoll, it was originally scripted that R2-D2 would show Obi-Wan's holographic message to Anakin and Padmé inside the Lars family garage, the same location where Luke first sees Leia's hologram projected by the same little droid. The scene was changed to having the hologram shown inside Padmé's ship.
  • When George Lucas first arrived in the Australian studio, he was given a tour of all the sets under construction. He realized that one set involving a conference room for Chancelloor Palpatine was no longer needed as he had omitted this scene. As the set was already two-thirds built, he assured production designer Gavin Bocquet that they could redress the set and use the table for Count Dooku's conference scene instead. This is why the table used by the Separatists is shaped to resemble the Republic symbol.
  • Originally, Jango Fett was present in the Separatist meeting scene that Obi-Wan witnesses, standing behind Count Dooku. Actor Temuera Morrison was digitally erased from the scene to keep his allegiance with Dooku uncertain at this point in the story.
  • Daniel Logan, who was acting in his first movie, asked Sir Christopher Lee how many movies he has made. The famously prolific Lee was not insulted and in fact laughed heartily and informed the younger actor he had appeared in over 200 films.
  • Anakin and Padmé's relationship bears strong parallels to that of Yuri and Lara in Doctor Zhivago (1965). Both pairs of lovers have conflicting relationships: Yuri and Lara are both married to other people, while Anakin and Padmé have their service careers. They both travel together as refugees. The male in both couples was separated from his mother at a young age, and must bury her on screen. The script identifies Padmé's lake country retreat as Varikyno, also the name of the retreat in Zhivago. Both take place during the lead-up to a war, and a major character (Pasha/Strelnikov and Dooku/Tyranus) who has betrayed his principles. While Pasha was Lara's husband, Dooku was once a Jedi like Anakin. These similarities are also echoes on the design of the film's theatrical poster, with Anakin and Padmé copying the poses of Yuri and Lara. There are two other connections regarding the casting. In the 1965 version of Doctor Zhivago, Yuri and Lara have a daughter, to whom Yuri's brother Andreyevich relates the story of her parents' relationship. Anakin and Padmé have both a son and daughter; Luke and Leia. Luke learns what he knows about his father and the Clone War from Obi-Wan Kenobi who, like Andreyevich, is played by Alec Guinness. In the 2002 remake Doctor Zhivago (2002), Lara is played by Keira Knightley.

Spoilers

  • Senator Amidala is the best shot, she almost never misses. This is a reference to her daughter, Leia, who also almost never misses.
  • Jar Jar Binks, standing in for Senator Amidala, puts forth the motion that gives Palpatine supreme powers. This means that Jar Jar, the most hated character in the Star Wars canon, is indirectly responsible for the fall of the Old Republic and the near-annihilation of the Jedi order.
  • While on-location in Tunisia, George Lucas made one shot intended for Star Wars: Episode III - Revenge of the Sith (2005) of Obi-Wan delivering baby Luke to the Lars homestead. He claimed he would not be returning to Tunisia, and if he needed another shot, he wouldn't get it. Since Ewan McGregor did not participate in the Tunisia shoot, a wide shot of a double was filmed handing over a doll to Owen Lars (Joel Edgerton). However, during production of Star Wars: Episode III - Revenge of the Sith (2005), it was decided that Obi-Wan should hand the infant to Beru (Bonnie Piesse) instead. All three were filmed separately, in front of a greenscreen, and the original shot was ultimately not used.
  • The scene where Count Dooku visits the captive Obi-Wan Kenobi, and tries in vain to recruit him, was not in the original shooting script. This scene was shot during re-shoots in early 2001, and was designed to confuse the audience into thinking that Count Dooku may not be evil after all. This new scene replaced two other scenes, discarded during post-production, where Count Dooku's true allegiance was clearly stated; a brief meeting where Padmé and Anakin meet him in a conference room, and refuse an offer to join him, and their subsequent trial, where they are sentenced to death, which would have led directly to the scenes in the execution arena in the film.
  • Every movie in the franchise closed with a scene with no dialogue, not including Rogue One: A Star Wars Story (2016), which ended with a CGI Princess Leia saying "Hope". This movie ends with a wedding ceremony, with the main characters looking at one another, then out over the lake.
  • When Anakin is slaughtering the Tusken Raiders, Qui-Gon's voice can be heard in the background. This is no accident. According to Star Wars canon, Qui-Gon's Force-ghost tried to stop Anakin's rage, but failed.
  • According to Star Wars canon, the Tusken Raiders who kidnapped Shmi Skywalker were paid to do so by Count Dooku. Dooku had done this on orders from his Master, Darth Sidious, but this was never revealed on-screen. In Star Wars: Episode III - Revenge of the Sith (2005), Chancellor Palpatine was supposed to reveal this to Anakin during his fight with Count Dooku, but it was left out of the final cut as well.
  • In the Star Wars novel, "Tatooine Ghost", it is related that Anakin's slaughter of the Tusken Raiders passed into their folklore. The battle is commemorated with a dance to the sounds of a light-saber.
  • When Watto is seen on Tatooine, flies are buzzing around him. The crew had recorded sound effects of flies buzzing around horse dung at Skywalker Ranch, and they were happy to finally be able to use the sound they had recorded.
  • Body Count: eighty-eight.
  • Jango Fett (Temuera Morrison), a bounty hunter, is killed by Mace Windu (Samuel L. Jackson). This is a switch with Django Unchained (2012), which, in that film, the character Steven was killed by the title character, who is a bounty hunter. Steven was played by Samuel L. Jackson.
  • Anakin Skywalker and Boba Fett never meet in this movie. Although they are both present in the Geonosis arena battle, they don't interact. They briefly meet each other in Death Trap (2010), which takes place a few years after the Battle of Geonosis. Many years later, Darth Vader hires Boba Fett in Star Wars: Episode V - The Empire Strikes Back (1980) to track down the Millennium Falcon.
  • Although Jango Fett dies, Temuera Morrison returned as Commander Cody and the Clone Troopers in Star Wars: Episode III - Revenge of the Sith (2005), since they were clones of Jango.
  • As Zam dies, after being shot with a toxic dart and reverts to her alien form, she says in her alien language, "Murashani sleemo". Which is Huttese for "bounty hunter slimeball".
  • When lightning comes out of Count Dooku's fingers towards the end of the movie, Obi-Wan uses his light-saber as a shield upwards, where the lightning absorbs into the light-saber. In Star Wars: Episode III - Revenge of the Sith (2005), lightning comes out of Chancellor Palpatine's fingers and Mace Windu uses his light-saber as a shield sideways, rather than straight up. This bounced the lightning back onto Palpatine.
  • The first hour is in blue locations, and the last hour in red locations. This is the same pattern as Star Wars: Episode V - The Empire Strikes Back (1980), but the locations reverse. The opening scene is in a cloudy city. The same type of place that Star Wars: Episode V - The Empire Strikes Back (1980) ended. Since ice cannot be red, unlike clouds being sometimes red or blue, the last location is the desert that opened Star Wars: Episode VI - Return of the Jedi (1983)'s first action sequence . Notice Luke and Anakin were similarly held captive, and use green light-sabers instead of blue. Jango Fett's death is similar to Boba Fett, and so is when Padmé and Leia each used a chain to strangle a character.
  • The Jedi who tries to attack Count Dooku, before getting killed by Jango Fett on the planet Geonosis, is Jedi Master Coleman Trebor.
  • If you look closely at Jango Fett before he is killed by Mace Windu, you can see him trying to start his jetpack, which malfunctions, adding to his downfall. The sparks were not there in the theatrical version. George Lucas added them for the DVD release.
  • In the backstory behind why Count Dooku left the Jedi Order, and why he joined the Dark Side: Count Dooku became disillusioned with the Jedi Order when Qui-Gon Jinn died, and Count Dooku regrets the death of Qui-Gon, and he joined the Sith, so he could wipe them out from within. This is hinted in the scene in which Count Dooku interrogates the captive Obi-Wan, when he mentions Qui-Gon Jinn and wishes he was still alive and pleads with Obi-Wan to join him and destroy the Sith together.
  • When Mace Windu reveals himself on Geonosis, he pulls his light-saber out on Jango Fett against his neck, later, during the battle, he cuts off Jango's head.
  • After the second assassination attempt on Senator Amidala (involving poisonous creatures infiltrating her bedroom) and the ensuing chase, there is an exterior shot of Amidala's apartment building. If you look in the top-left corner of the screen you can see a small droid replacing the broken window through which Obi-Wan had smashed the night before.
  • Sabine Wren is born one year after the Battle of Geonosis.
  • George Lucas briefly toyed with the idea to have Jango Fett's severed head fall out of the helmet as young Boba is holding it, but he ultimately thought it would be too cruel.
  • Jar Jar Binks (Ahmed Best) has a much smaller role than in Star Wars: Episode I - The Phantom Menace (1999), probably because his character had quickly become the target of fan anger after Phantom Menace. Jar Jar's main contribution to the film is inadvertently giving Chancellor Palpatine the opportunity to grasp power. This has led to a fan theory that Jar Jar was, in fact, a secret Sith master in league with Palpatine all along; his clumsy behavior and silly demeanor were merely a ruse to hide his true nature from the Jedi (not unlike how Yoda initially tricked Luke in Star Wars: Episode V - The Empire Strikes Back (1980)). Jar Jar's true intentions were allegedly meant to be revealed over the prequel trilogy, but after the initial backlash, his role was substantially toned down. Ahmed Best partially concurred, saying that there were plans for Jar Jar that were never realized, confirming the existence of a deleted scene where Palpatine and Jar Jar are secretly talking, implying that Jar Jar was willingly helping Palpatine obtaining his domination goals. Best was unsure if his character was to have become "Darth Jar Jar" in the end, saying that only George Lucas knows that answer. Lucas has never publicly commented on this theory, though.
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