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1* ActingForTwo:
2** As in the previous film, Ki-Adi Mundi and Nute Gunray are both played by Silas Carson.
3** Creator/TemueraMorrison plays Jango Fett and provides the voices for all the clone troopers. Daniel Logan, who plays Boba Fett, likewise plays the younger clones, while the young adult clones are played by Bodie Taylor.
4** Ask Aak and Passel Argente were both played by Steven Boyle, though he was only credited for Aak.
5** Creator/AnthonyDaniels and Creator/AhmedBest, in addition to reprising their roles as C-3PO and Jar Jar Binks, also appear as nightclub attendees Dannl Faytonni and Achk Med-Beq, respectively.
6* ActorInspiredElement: Creator/ChristopherLee was an experienced fencer, and this lead to Dooku’s lightsaber having a curved hilt and his fighting style heavily inspired by fencing. It became [[AllThereInTheManual one of the core lightsaber combat styles]], Makashi, designed for one-on-one duels.
7* BeamMeUpScotty: Anakin's line about sand is "I don't like sand. It's coarse and rough and irritating and it gets everywhere. Not like here. Here everything is soft and smooth." It's often misquoted as "...Not like ''you''"; he may have been thinking of Padmé, but he didn't actually ''say'' it so openly. He's also sometimes misquoted as saying "I hate sand."
8* CowboyBebopAtHisComputer: There used to be a popular belief, spread by some magazines and news sites, that Creator/ChristopherLee [[NoStuntDouble did his own stunts]] as Dooku just like he did in many of his classic films when younger. It helped to this that the role was relatively non-demandant physically and that Dooku's sword style resembles Lee's fencing background. However, this is actually wrong, as even although Dooku's style ''was'' based on classical fencing, Lee was still 79 at the time of shooting, so his stunts were done by Kyle Rowling (who also doubled Samuel L. Jackson and played Jedi knight Joclad Danva). Interestingly, his colleague Creator/IanMcKellen [[https://www.independent.co.uk/voices/comment/ian-mckellen-when-we-werent-facing-off-on-set-christopher-lee-was-a-true-gentleman-and-touchingly-10317133.html believes]] Lee himself spread this rumor in order to make himself look fit for his age.
9* CreatorsApathy: During a 2021 concert conducted by Music/JohnWilliams that aired on Creator/{{PBS}}, Williams introduced the performance of "Across the Stars" by telling the audience that he doesn't remember which of the nine ''Star Wars'' movies it came from.
10* CreatorBacklash: Temuera Morrison had to take a 26-hour flight for reshoots, get up early the next day, and sit through costume and makeup, to only be needed for one take of one shot that lasted just a few seconds. He was otherwise quite happy with the film.
11* DawsonCasting: Boba Fett is said to be ten years old in this film. Daniel Logan was thirteen at the time of filming.
12* DeletedRole: Several members of the boy band Music/{{NSYNC}} [[note]]specifically Joey Fatone, JC Chasez and Chris Kirkpatrick[[/note]] filmed cameos as Jedi during the climactic arena sequence, but they were cut from the movie during the editing phase.
13* DeletedScene: [[DeletedScene/StarWars See here]].
14* FakeAmerican: Cliegg, Owen and Beru Lars speak with American accents, but are portrayed by Australian actors Jack Thompson, Creator/JoelEdgerton and Bonnie Piesse.
15* MethodActing: Even in between takes, Creator/TemueraMorrison referred to Daniel Logan as his son, and advised Logan to call him "Dad". They stayed in touch.
16* TheOtherDarrin:
17** Creator/JakeLloyd was still too young to portray Anakin as a young man and had retired from acting by 2001. Creator/HaydenChristensen took on the role.
18** Due to the film being shot in Australia as opposed to ''The Phantom Menace'' being shot in England, several of the minor alien characters changed actors between films. Rune Haako, Mas Amedda, and Orn Free Taa, who were all played by Jerome Blake, were now played by Alan Ruscoe, David Bowers, and Matt Rowan, respectively, while Haako's voice actor changed from James Taylor to Chris Truswell, Plo Koon went from Ruscoe to Matt Sloan (no, not to be confused with [[Creator/MattSloan the one]] who voices Darth Vader outside of films), and Saesee Tiin went from Khan Bonfils to Jesse Jensen, though archival footage of Bonfils from ''The Phantom Menace'' was used during the Jedi Council scene.
19** In the Latin American Spanish dub, Mario Filio and Cristina Camargo respectively voice Obi-Wan Kenobi and Shmi Skywalker-Lars instead of Creator/YamilAtala and Ruth Toscano.
20* PlayingAgainstType: Though stern and assertive, Mace Windu is far more reserved and wise than the [[NoIndoorVoice loud]], [[SirSwearsALot foul-mouthed]] ActionHero roles Creator/SamuelLJackson is most known for.
21* RealLifeRelative:
22** Creator/GeorgeLucas's daughter Katie has a small role as Lunae Minx, the purple twi'lek enamoured with Anakin during the bar scene.
23** Sound designer and editor Ben Burtt's son, Benjamin A. Burtt, worked on the film as an uncredited sound recordist.
24** Creator/JoelEdgerton's brother Nash served as stunt double for Creator/EwanMcGregor, which was repeated for ''Revenge of the Sith''.
25* RealLifeWritesTheHairstyle: While press touring for ''Series/TheBookOfBobaFett'', Temuera Morrison revealed that Jango's hairstyle was the result of shooting ''Ihaka'' simultaneously, resulting in longer hair than what he felt was right for the character.
26* RefittedForSequel: The scene where Obi-Wan gives Anakin's lightsaber back, saying "This weapon is your life", was similar to a deleted scene in ''Film/ThePhantomMenace'' where, after landing on Naboo, Qui-Gon gently chides Obi-Wan over losing his lightsaber.
27* SeparatedAtBirthCasting: In certain shots, Creator/HaydenChristensen looks a lot like Creator/MarkHamill (in ''Revenge of the Sith'', when his hair grows out, the resemblance is even closer). Creator/JoelEdgerton was cast because he looked like a younger version of Phil Brown, Owen Lars' original actor. Jack Thompson as Cliegg Lars, his father, also shares a lot of physical traits.
28* SerendipityWritesThePlot: Eeth Koth and Adi Gallia were meant to receive TheOtherDarrin treatment for this movie. But since the replacements didn't really look like the originals, they were made into new characters Agen Kolar and Stass Allie.
29* SpoiledByTheMerchandise: One of the [[https://twitter.com/missingwords/status/1105635200317296640 trading card packs]] for the film spoiled Anakin getting his arm cut off by Dooku.
30* ThrowItIn:
31** The entire AggressiveNegotiations conversation during the dinner scene between Anakin and Padme was ad-libbed by Creator/HaydenChristensen and Creator/NataliePortman. Creator/GeorgeLucas was not happy with the romantic dialogue he wrote for that scene, so he requested the two improvise.
32** Anakin's silhouette resembling Darth Vader just before he goes off to find his mother was a complete coincidence and wasn't edited in.
33** The Jedi who contacted the cloners was originally "Sido-Dyas", a [[SueDonym flimsy alias]] for Sidious, but due to a typo the name became Sifo-Dyas. Lucas preferred this version of the name so decided to make him a separate character. (This is probably why Obi-Wan initially seems confused when Lama Su first mentions the name.)
34** Mace Windu having a purple lightsaber was done at the request of Creator/SamuelLJackson. He was always planned to have either [[https://www.youtube.com/watch?v=4vGjNnZhJFI&t=15m20s blue or green until they were shooting.]] [[EarlyDraftTieIn The action figure from before]] ''Phantom Menace'' released [[https://www.google.com/shopping/product/5681682242663972053?q=mace+windu+figure+with+blue+lightsaber&prds=epd:15534114622656190484,prmr:3,tpim:CIGslcXlw4ff7wEQ4vOvzYyf5JjmARiw0aoDIgNVU0Qo4KPw9gUww8GeAw,pdprs:6&utm_medium=tu_image&utm_content=eid-lsjeuxoeqt&utm_campaign=6791363&gclid=CjwKCAjw5cL2BRASEiwAENqAPgb50Haz9Yh2V_blWQ_AXT8gS83KBifeNCVS_gvykrG9TLwCOGLpuhoCXcgQAvD_BwE had a blue saber]].
35** According to Anthony Daniels, initially, only he was going to get a cameo in the bar. He invited Ahmed Best of his own volition.
36* TieInCereal: In 2002, there were two different "Episode II Cereals".
37** General Mills in the US had Kix kernels with seven marshmallow shapes, packed in two box variants.
38** Kellogg's in Canada had purple and red star kernels with cookies shaped like Clone Trooper helmets.
39* UnderageCasting: As ''Attack of the Clones'' takes place ten years after ''Film/ThePhantomMenace'', the 24-year old Padmé had to be played by a then-19-year old Natalie Portman and the 35-year old Obi-Wan had to be played by a then-29-year old Creator/EwanMcGregor (it's at least plausible in [=McGregor's=] case due to him sporting a TimePassageBeard).
40* WhatCouldHaveBeen:
41** Creator/LeonardoDiCaprio was the first choice for the role of [[Characters/StarWarsAnakinSkywalker Anakin Skywalker]] before Creator/HaydenChristensen was cast. However, [=DiCaprio=] turned down the offer due to scheduling conflicts with ''Film/CatchMeIfYouCan'' and his reluctance to take on a multi-film franchise. Creator/RyanPhillippe, Creator/CharlieHunnam, Creator/ColinHanks, Creator/PaulWalker, Creator/MishaCollins, Creator/HeathLedger, Creator/ChristianBale, Creator/JoshuaJackson, Creator/JamesVanDerBeek, Creator/EricChristianOlsen, Erik von Detten, Creator/JonathanBrandis, and Creator/ChrisKlein auditioned for the part of Anakin Skywalker as well before the casting of Christensen.
42** Finis Valorum was originally planned to make a cameo in the film, but he was written out when Creator/TerenceStamp refused to reprise the role due to disliking his experience working on ''Film/ThePhantomMenace''.
43** A portion of ''Clones'' was reworked and refilmed in post-production. As originally shot, Anakin and Padmé were immediately captured when they arrived on Geonosis, offered the opportunity to join the Separatists by Dooku, and sentenced to death. Obi-Wan would not have been seen after his capture until Anakin and Padmé arrived in the arena. These scenes were deleted and replaced with new scenes: the droid factory set-piece and Dooku's offer to join the Separatists instead being delivered to Obi-Wan.
44** The duel between Yoda and Dooku was going to feature the latter seizing Anakin's dropped lightsaber and use it along his own in Jar'Kai style, just like Anakin had just done with Obi-wan's lightsaber, before being disarmed of it by the Jedi master. The scene was retained in the comic book adaptation and was featured in promotional pictures.
45** Backstage images show Anthony Daniels in [[https://pbs.twimg.com/media/Eumd2pvXEAwPvdg?format=jpg&name=small a chroma key suit attached to a partially-covered C-3PO]], showing that him being full plated again was not planned from the start.
46** Just like Maul, the character that occupied the role of Count Dooku was initially designed as a woman, with concepts being thrown around like a dark regal queen with jeweled hair, a female metal-plated cyborg wielding two lightsabers, and a vampiric, oriental-looking alien witch. Lucas also suggested a shapeshifting creature, who eventually became a separate character in Zam Wesell. Eventually, however, Lucas told the team that they could either make one design work, or scrap the whole thing and start fresh with Creator/ChristopherLee, who had just signed on. They did the easy thing, and so Dooku was created. Again like Maul's, one of Dooku's rejected female designs was later used for Asajj Ventress in the [[Franchise/StarWarsExpandedUniverse Expanded Universe]] and ''[[Franchise/StarWarsLegends Legends]]'' stories.
47** When Ahmed Best was asked about the "Darth Jar Jar" theory mentioned above, he acknowledged that Jar Jar Binks was going to play a fairly big role in the prequel trilogy before fan backlash against the character forced Lucas to bury him, and also admitted that "a lot" about the theory was true. This has fueled speculations that the character of Dooku was only created to replace Jar Jar, who would have revealed himself as evil in this film. (Indeed, the role of Dooku as Qui-Gon's former master was apparently conceived for ''Attack of the Clones'', as the novelization of ''The Phantom Menace'' had already given that role to Yoda, who was therefore turned into Dooku's own master and a general master for all Jedi younglings.)
48** Even after Jar Jar was written out from the main roles, he still had a significant amount of screentime, and it was very late into filming when it was decided he would receive only a handful of lines. Notably, the character would have a more regular speaking pattern in this film, revealing he had especially learned it as part of his job as a politician, and he might have wised up as a character. Best also claimed there was a deleted scene where Jar Jar acted as a sort of sinister confident to Palpatine, implying that he was still going to play an evil character, only in a more subdued way.
49** Jedi Master Sifo-Dyas was supposed to be an alias for Darth Sidious known as "Sido-Dyas" instead of an actual Jedi. Apparently, a typo in the script led to them developing Sifo-Dyas as a real Jedi and turning it into what was implied to be a DeceasedFallGuyGambit.
50** Believe it or not, Order 66 was supposed to take place in ''this'' film, hence the subtitle. The event was ultimately saved for the next film since it would compress too many events in one film.
51** R4-P17, Obi-Wan's astromech droid, was originally going to be destroyed during the execution scene at the Geonosian arena. The droid also was supposed to possess an actual body, whereas in the finished film, R4 is just a stationary head built into the ship. It would eventually meet its fate in the [[Film/RevengeOfTheSith next film]], courtesy of buzz droids.
52** There's a hilarious instance in the Super Battle Droid's initial design phase (seen in the [[https://m.youtube.com/watch?v=ty4a7kb1sFY BTS Featurette]]) where a design oversight leads to the Super Battle Droid having a somewhat... phallic appendage protruding from their groins (''yes'', droid dicks). This was noticed by ''George Lucas'', of all people, who then (wisely) requested for a redesign.
53* WordOfSaintPaul: In the original take, Jocasta was going to talk more about Dooku as a Jedi in the past. Her actress, Alethea [=McGrath=], is of the opinion that Jocasta and Dooku were in love, putting a romantic layer to Jocasta reminiscing about Dooku.
54* WorkingTitle: Parodied - Lucas jokingly claimed that the movie would be called "Jar Jar's Great Adventure", which even [[https://twitter.com/ahmedbest/status/661245185452474368 appeared as the title of early scripts.]]
55* YouLookFamiliar: Creator/AnthonyDaniels has a non-3PO cameo as Dannl Faytonni, a patron in the Outlander Club. Creator/AhmedBest also appears as another patron Achk Med-Beq.

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