%% As with all the Star Wars films, Expanded Universe material is irrelevant to the tropes presented in this article.
%% Please discuss all EU material in the Franchise/StarWarsExpandedUniverse article.

[[quoteright:350:[[Franchisqe/StarWars http://static.tvtropes.org/pmwiki/pub/images/c198de0e3c3ab245b00cd91bc1f505f9.jpg]]]]
[-[[caption-width-right:350:'''Governor Sio Bibble''': There hasn't been a full scale\\
war since the formation of the Republic.]]-]


[[folder: There is unrest in the Galactic\\
Senate. Several thousand solar\\
systems have declared their\\
intentions to leave the Republic.\\
This separatist movement,\\
under the leadership of the\\
mysterious Count Dooku, has\\
made it difficult for the limited\\
number of Jedi Knights to\\
maintain peace and order in\\
the galaxy.\\
Senator Amidala, the former\\
Queen of Naboo, is returning\\
to the Galactic Senate to vote\\
on the critical issue of creating\\
to assist the overwhelmed\\
Jedi.... ]]

The sequel to ''Film/ThePhantomMenace'' and second/fifth installment in George Lucas' wildly successful ''Franchise/StarWars'' saga. Somewhat denser and darker than ''The Phantom Menace'', '''''Attack of the Clones''''' finally addresses Lucas' thirty-year-old plot point about what the Clone Wars really are and why they happen.

Contention within the Republic, spurred on by the events of [[Film/ThePhantomMenace the previous film]], leads to a group of "Separatists" forming their own government and, backed by many of the big galactic corporations and former Jedi Master Count Dooku, are more than equipped to handle a full scale war. The attempted [[ReverseWhoDunnit assassination]] of Senator Padmé Amidala, one of the biggest proponents to avoid the war, leads Obi-Wan Kenobi to investigate who is trying to start this conflict. At the same time, his apprentice twenty-year-old Anakin Skywalker is tasked with protecting Padmé and [[BodyguardCrush they struggle with their growing attraction to each other]], and Anakin has to deal with personal demons and the lure of the Dark Side. Following the clues he had, Kenobi travels to the far-flung world of Kamino and discovers a ''massive'' clone army; developed in secret, ostensibly commissioned and funded by the Jedi, meant to fight on behalf of the Republic and, even more mysteriously, is built on a particular bounty hunter under the employ of Count Dooku named Jango Fett. The different threads converge on the desert planet Geonosis, where the true extent of Dooku's machinations becomes [[EvilPlan apparent]], and where the [[NoodleIncident long-mythical]] Clone Wars finally explode violently and awesomely.

The conduct of the wars and their eventual fallout is/was explored in a number of cross-media projects elsewhere-- ''WesternAnimation/StarWarsCloneWars'' was an animated miniseries of 5-minute and 12-minute "episodettes" that enlarges the scale of the conflict and [[ADayInTheLimelight the people who fought in it]] by showing individual battles and [[AscendedExtra more obscure characters]], airing between the release of Episode II and Episode III, where the end of the Clone Wars is depicted. ''WesternAnimation/StarWarsTheCloneWars'' was a CGI television show produced a few years after the release of Episode III, something of a SpiritualSuccessor to the previous series (very few production members are shared) but with a longer format to elaborate on the interpersonal conflicts and political atmosphere. This is all not to mention numerous other comic and novelized spin-offs covering everyone from Grievous to Boba Fett and back again.

Structurally, ''Episode II'' focused on Anakin Skywalker's [[ComingOfAgeStory maturation against the political drama and personal loss]], while showing [[CrapsackWorld decay and corruption on a galactic scale.]] It's purposefully a CallForward to ''Film/TheEmpireStrikesBack''--everything from the inclusion and importance of the Fett family, to the usage of the Imperial March, and a chase through an asteroid field. Plot-wise, it hews closer to a MurderMystery-Political Thriller, and tries to inject some [[ActionFilmQuietDramaScene quiet moments]] in a galaxy on the brink of destruction.

Followed by ''Film/RevengeOfTheSith''.

!!Tropes Mostly Particular To This Film:

* AffablyEvil: Count Dooku, in this installment.
* AggressiveNegotiations: TropeNamer, while Anakin tells Padmé a story.
-->'''Padmé:''' Aggressive negotiations? What's that?\\
'''Anakin:''' Ah, well, it's negotiations [[{{Dissimile}} with a lightsaber]].
* AgonyBeam: Dooku's Force Lightning, which he zaps Anakin with.
* AIIsACrapshoot: One of the battle droids gets his head stuck onto C-3PO's body, which rendered it useless.
* AlasPoorYorick: Young Boba Fett holds the helmet of his father Jango Fett.
* ApologeticAttacker: [=C-3PO=] while his head is stuck to an autonomous battle droid's body.
* ArbitrarilyLargeBankAccount: One Jedi Master could order up an entire clone army and fleet of warships apparently without having to go through any kind of budget request to either the Jedi Council or the Senate. [[IdiotBall Nobody questions it]].
* AscendedExtra: The revelation of Jango and Boba Fett's involvement with the greater story of the galaxy is certainly because of Boba's surprising popularity in the original trilogy, where he was meant to be a low-key, nondescript badass.
* AscendedGlitch: Jedi Master Sifo-Dyas was originally "Sido-Dyas", a pseudonym for Sidious, which became a real Jedi after a typo occurred ''once'' in the original script.
* AsideGlance: When Anakin and Obi-Wan first meet Padme at her apartment, Jar-Jar gives a quick one with a grin, as if he's saying to the audience "Meesa still here!"
* BackToBackBadasses: Obi-Wan and Mace Windu do this during the arena battle.
* BadassArmy: The Clone Troopers.
* BadassGrandpa: Yoda and Count Dooku.
* BadassNormal: Jango Fett proves to be exceptionally good at fighting (and killing) Jedi.
* BareYourMidriff: Padmé's outfits are quite a bit more revealing in this film than the first, presumably because SheIsAllGrownUp (in universe, at least). In the Geonosis battle sequence, it occurs due to ClothingDamage.
* BigDamnHeroes: Twice in the final act of the film; first time occurs when Mace Windu shows up with over two hundred Jedi to rescue Anakin, Obi-Wan and Padmé from Dooku. After many of them being killed off in the following battle against the droids and Geonosians, it happens again; with Yoda and the Clone Troopers showing up (this one goes over much better; they actually win).
* BittersweetEnding: [[spoiler: The main heroes are saved, Padme and Anakin are married... but Count Dooku starts the Clone Wars and escapes, Anakin commits his first evil act, and Palpatine got emergency powers.]]
* BlatantLies:
** Jango Fett: "I'm just a simple man trying to make my way in the universe."
** Palpatine: "It is with great reluctance that I have agreed to this calling. [[SuspiciouslySpecificDenial I love democracy. I love the Republic.]] The power you give me I will lay down when this crisis has abated."
* BodyDouble: As before, Padmé employs women to impersonate her. This proves useful when an assassination attempt takes the life of one of her decoys.
* BodyguardCrush: Anakin re-encounters Padmé Amidala, his childhood crush now having become a full-fledged infatuation. Tasked with being Padmé's bodyguard following several attempts on her life by Jango Fett and Zam Wesell, he accompanies her back to Naboo, where they become closer by the day, quickly falling in love, which is against the code of the Jedi Order.
* BottomlessMagazines: A rare aversion for a ''Franchise/StarWars'' film. Just prior to the climactic fight with Dooku, when Anakin and co. are chasing his speeder in a Republic gunship, the only reason [[WhyDontYouJustShootHim they don't avoid a lightsaber duel by shooting him down]] is that they ran out of missiles in the preceding battle.
* ButtMonkey: Obi-Wan certainly gets the crap kicked out of him in this one; dropped from a great height over Coruscant, head-butted, pummeled, lassoed and dragged by Jango Fett, taken captive, then chased repeatedly by an Acklay before finally being slashed by Dooku's lightsaber (the only time we see him lose a fight in the live action movies until the duel in Episode IV, which he arguably threw to save Luke).
* CallForward: [[http://starwars.wikia.com/wiki/Anakin_Skywalker%27s_first_lightsaber Anakin's lightsaber]] in this film is a PaletteSwap of [[http://starwars.wikia.com/wiki/Darth_Vader%27s_lightsaber the one used by Darth Vader]] during the Original Trilogy.
** After his nightmare, Anakin stands in front of a window in the same pose from several scenes in TheEmpireStrikesBack.
** "It seems that [R2] is carrying a message from an Obi-Wan Kenobi."
** The clone trooper gunships have spherical turrets with a ConvergingStreamWeapon emitting a green laser beam.
** An exasperated Obi-Wan to Anakin: "Why do I get the feeling you'll be the death of me?"
* CanonImmigrant: Aayla Secura, a Twilek Jedi who made an impression on Creator/GeorgeLucas when he saw a comic book cover featuring her. She was a last minute addition to the movie, played by Amy Allen who was an employee of Creator/IndustrialLightAndMagic.
* CantUseStairs: The film shows [=R2D2=] getting slowed down by Naboo city steps, but he still manages to keep up with the humans.
* CaptainObvious:
** In a deleted scene, where Anakin and Padmé are put on [[KangarooCourt "trial"]] for espionage. Padmé tells Archduke Poggle the Lesser that he's committing an act of war, and says that she hopes he's prepared to face the consequences. Poggle responds with "We build weapons, Senator. Of course we're prepared!"
** Yoda: "But for certain, senator. In grave danger you are."
* CastingGag: Having former Creator/HammerHorror leading man Creator/ChristopherLee as the secondary villain Count Dooku, recalls ''Film/ANewHope'', where the secondary villain Grand Moff Tarkin was played by Hammer's other leading man, Creator/PeterCushing.
* CasualDangerDialogue: Obi-Wan and Anakin are pretty fond of doing this. The most notable instance is while chasing Zam Wessel.
* TheCavalry: The above example with the Clone Troopers.
* ChainedToARock: Anakin, Padmé, and Obi-Wan on Geonosis.
* TheChampion: When Anakin professes his love for Padmé he says that he will do anything she asks.
* TheChessmaster: Dooku attempts to have Padmé assassinated and instigates a war between the Republic and the Separatists. And escapes at the end.
* ChewingTheScenery: Hayden Christensen was mostly criticized for DullSurprise. But given that EvilIsHammy, [[http://www.youtube.com/watch?v=zCw127qWhuU Anakin confessing his Tusken massacre to Amidala]] has an inflection only the Dark Side can provide.
* {{Cincinnatus}}: {{Subverted|Trope}} by Chancellor Palpatine, who is granted emergency powers and pledges to relinquish those powers as soon as the conflict is over. [[spoiler: He never does, nor did he ever actually intend to.]]
* TheCityNarrows: The lower levels of Coruscant's giant city towers which are in permanent darkness due to the shadows of the impossibly tall buildings.
* CloneArmy: Boba/Jango/Everyone Fett. Indeed, the Clones and by extension the early Stormtroopers are all clones of Jango Fett. They are genetically engineered for obedience and age at twice the normal rate, except for Boba.
* ContrivedCoincidence: There are many, as there so often are in this [[YouCantFightFate universe where everybody has a destiny]], but Shmi Skywalker dying just minutes after her son just happens to show up to rescue her stands out.
* ConveyorBeltODoom: Several that Anakin and Padmé survive by the skin of their teeth in the droid factory on Geonosis.
* CoolBike: The [[http://starwars.wikia.com/wiki/Zephyr-G_swoop speeder bike]] that Anakin borrows from Owen.
* CraniumChase: [=C3PO=] loses his head (which is attached to a [[{{Mook}} battle droid]] body) and gets himself a battle droid head instead. Both parts of [=C3PO=] than travel to the Geonosis Arena with the battle droids, where R2 and a Jedi help reassemble [=C3PO=].
* DeceasedFallGuyGambit: The whole deal with [[http://starwars.wikia.com/wiki/Sifo-Dyas Sifo-Dyas]] in the backstory seems like this but isn't; it's all breezed over so quickly that misunderstandings are inevitable.
* DemotedToExtra: Jar Jar Binks plays a considerably smaller role in this film, despite still having a role to play later.
* DeusExMachina: Just when it looks like Dooku and his cronies are going to execute the heroes and slaughter the Jedi sent to rescue them...a massive army of superhuman clone soldiers descends from the sky to rescue them, at just the right time.
* DisneyVillainDeath: Subverted with the Nexu that was attacking Padmé. Padmé, while on top of the execution pole with the Nexu trying to eat her, kicks it off. It seems like it died from the fall, only for it to get back up and attempt to resume its attempt at eating Padmé. The Nexu is then promptly [[RammingAlwaysWorks rammed]] by a reek that Anakin has somehow managed to tame, killing it for real.
* DisposablePilot: When Obi-Wan and Anakin board a clone-piloted gunship to pursue Dooku, said gunship is blasted into flaming scrap within ten seconds of them being dropped off.
* DisproportionateRetribution: Anakin massacres the entire village of Tuskan Raiders, including the children, to avenge his mother's death. [[ItsPersonal It was personal]].
* DualWielding: Anakin fights Dooku with two lightsabers at one point. Unfortunately, it only lasts a short while before he's forced to switch back to one.
* DubNameChange: Count Dooku's name was changed to Dookan in the Brazilian dub, due to an [[AssShove unfortunate innuendo]] involving the character's name. The same happened with Syfo-Dias, being changed to Zhaifo-Vias, for similar reasons (his original name sounds ''exactly'' like the Portuguese pronunciation for the less polite version of a [[ScrewYourself famous trope]])
* DullSurprise: Not uncommon throughout the film.
* EliteMook: The Super Battle Droids make their appearance, much more heavily armored than their skeletal cousins, and possessing enough firepower to force Mace Windu off the balcony.
* EmergencyAuthority: The TropeNamer. Palpatine manipulated the Galactic Senate to grant Emergency Powers to the Chancellor in the wake of the Separatist Crisis. This meant he received executive privilege to declare the creation of an army and extend his term of office long after it was constitutionally required to end. Such broad powers allowed him to write and pass the Sector Governance Decree, which allowed him to appoint military governors (read: Moffs) to every planet in the Republic.
* EvilCannotComprehendGood: The EvilutionaryBiologist Kaminoans cannot understand why Jango would want an unaltered son to raise.
* FairytaleWeddingDress: Padme's outfit during her and Anakin's wedding picninc is nothing short of this.
* {{Fanservice}}: Several of Padmé's outfits, but especially her [[BareYourMidriff bare midriff]] due to ClothingDamage near the end of the film.
** And her black leather Flapper-inspired strapless number.
* FanserviceExtra: Aayla Secura. Although she has no lines and only appears briefly in a few scenes, in the days following the release of ''Attack of the Clones'' many ''Star Wars'' fans went online to find out who "that sexy Twi'lek Jedi girl" was.
* {{Foreshadowing}}:
** At the very end of the film, the Imperial March plays as Palpatine looks over a mass of Clone Troopers, a very interesting use of music to do this.
** There's also Count Dooku switching off a hologram of the Death Star plans and taking them with him to keep safe.
** R5-D4, who blows his motivator in episode IV, rolls right by R2-D2 in the opening shot of Tatooine.
** "Why do I get the feeling you're going to be the death of me?" - Obi-Wan to Anakin. [[Film/ANewHope Come two episodes later...]]
** On the political side of the film, Padmé is told the people of Naboo wanted the constitution of their planet amended so she could stay in office. Meanwhile, on Coruscant, there's the constitution of the Republic about to be suspended so Palpatine can stay in office.
** R2-D2 and C-3PO, roaming in Tatooine, with a message for some Obi-Wan Kenobi. Sounds familiar...
** Anakin's own views on how the galaxy should be run:
--->'''Anakin:''' We need a system where the politicians sit down and discuss the problem, decide what's in the best interest of all the people, and then do it.\\
'''Padmé:''' That's exactly what we do. The problem is the people don't always agree.\\
'''Anakin:''' Then maybe they should be made to.\\
'''Padmé:''' By who? Who's gonna make them?\\
'''Anakin:''' I don't know. Someone.\\
'''Padmé:''' You?\\
'''Anakin:''' No, of course not me.\\
'''Padmé:''' But someone.\\
'''Anakin:''' ''[nods]'' Someone wise.\\
'''Padmé:''' That sounds an awful lot like a dictatorship to me.\\
'''Anakin:''' Well, if it works...
** A subtle one -- Anakin's lightsaber is shaped exactly like the one he'll use as Darth Vader, but with more chrome.
** While outside Padmé's room, Anakin and Obi-Wan discuss about trusting politicians, Anakin tells Obi-Wan he thinks Palpatine is a great man.
* FoundTheKillerLostTheMurderer: An assassin tries twice to kill Senator Amidala. When the Jedi capture the assassin, Jango Fett enacts this trope with great prejudice.
* FrontlineGeneral: The Jedi are made generals of the Grand Army of the Republic and lead the clones into battle.
* GunshipRescue: Yoda, Jedi Knights and a squad of Clone Troopers land gunships in the arena just in time to rescue Padmé and Anakin. Considered one of the most iconic examples of the trope.
* HeldGaze: This happens between Anakin and Padmé twice: once as a gentle lover's gaze into each other's eyes, and then later as an indicator they are about to BigDamnKiss.
* HollywoodTactics: The Jedi battle in the Geonosis arena features an army of supposedly invincible Jedi getting torn apart by battle droids, because they decided to abandon sound battle tactics for a ZergRush. The subsequent clone trooper assault is much more effective because it uses proper combined arms tactics. Justified in that the clone army, being an actual army, is trained specifically in such things, while the Jedi are not.
* HurricaneOfPuns: The arena battle is full of them, starting with Obi Wan remarking that Padmé (who is climbing onto the top of the pillar she was chained to) "seems to be on top of things."
** Threepio gets in a couple as well:
*** "Oh, this is such a drag!" while Artoo tows his head from the [[ItMakesSenseInContext droid body he was attached to]]...
*** ..."I'm beside myself!" as Artoo brings Threepio's head to his proper body.
* InstantThunder: Averted on Kamino, and lampshaded in the DVDCommentary.
* ItHasOnlyJustBegun: The last lines of the film.
-->'''Obi-Wan:''' I have to admit that without the clones, it would have not been a victory.\\
'''Yoda:''' Victory? Victory you say? Master Obi-Wan, not victory. The shroud of the dark side has fallen. Begun the Clone War has.
** Also before that, before Dooku escapes Geonosis, he says this to Yoda:
--->'''Dooku:''' This is just the beginning!
* ItIsBeyondSaving: The Separatists use this rationalization in a deleted scene.
* JustBetweenYouAndMe: Dooku has Obi-Wan imprisoned and tells him the truth: Darth Sidious is in control of the Republic. Not only does this ''not'' backfire, it actually ''helps'' the Sith. By telling the Jedi this, they start investigating Republic senators and Sidious latches on to this to create tension between the Jedi and Republic, ultimately allowing him to declare them traitors. [[XanatosGambit If they did nothing, Sidious continues his plan unbothered so he wins either way.]]
* KickChick: On the Geonosis arena, a female Jedi is seen gracefully kicking down droids.
* LeeroyJenkins: Anakin's initial approach to fighting Dooku. It doesn't work.
** The Super Battle Droids are also like this. They're shown several times blasting or smashing aside droids that get in their way during battle.
* LegacyCharacter: This was the movie that turned Boba Fett into one; being the clone/son of Jango Fett. It was also the first time a definitive backstory was given for the mysterious bounty hunter.
* LetsGetDangerous: So far (in the original trilogy and Episode I) Yoda had been just a teacher. This is the first film where Yoda steps into a real fight... and, despite his age and small size, proved quite capable to hold his own.
* LoveTheme: "Across the Stars", a slow, appropriately melancholy, considering the eventual fates of the couple involved, piece with occasional faster, more militaristic portions reflecting a galaxy on the edge of war.
* MacrossMissileMassacre: The Republic gunships fire a ''lot'' of missiles during the Battle of Geonosis. Averting BottomlessMagazines, this means they've run out when chasing Dooku's speeder.
* MaleGaze: When Anakin and Padmé first reunite and Padmé says "Ani, my goodness, you've grown!", Anakin is clearly staring at her chest when he says "So have you..."
* MasterOfTheMixedMessage: Anakin couldn't be more obvious about his attraction to Padmé if he'd tried. She turns him down, saying that they shouldn't be together... But she also takes him to a beautiful secluded lake house retreat with no one around for miles, wearing very revealing outfits.
* MasterSwordsman: Yoda takes on Dooku, giving us two master swordsmen for the price of one. The novelization states that Dooku was well known in the Jedi order as one of their finest swordsmen, and the EU says his fighting style, Makashi, was designed ''solely'' for lightsaber dueling, unlike other styles that are more versatile.
** According to the EU, Makashi is similar in style to the sport of fencing, a choice that was made because actor Christopher Lee was, in real life, a skilled fencer.
* MinorCrimeRevealsMajorPlot: One spanning both this film and ''Film/RevengeOfTheSith''. Assassination attempt on a senator → A clone army, that no one seems to remember ordering, ready just as the Supreme Chancellor commissions a Grand Army of the Republic to deal with the Separatist Crisis → Plot by the Supreme Chancellor to overthrow the Republic and destroy the Jedi.
* MomentOfWeakness: Anakin in the Tusken camp.
* MonsterMunch: One of the Geonosians gets eaten by one of the monsters (a Nexu) at the start of the arena scene.
* MorallyBankruptBanker: A PlanetOfHats of them in the Banking Clan.
* MsFanservice: Padmé.
* MyGodWhatHaveIDone: Anakin after his slaughter of the Tusken Raiders.
* MythologyGag: Jango Fett bumping his head (with helmet on) on the door to ''Slave-1'', in a manner much like that one Stormtrooper in ''Film/ANewHope'', and Boba's head-bump on ''Slave-1'''s door in ''Film/TheEmpireStrikesBack''. Seems head-bumping is genetic amongst the clones.
** Cliegg Lars tells Anakin and Padmé that after Shmi's abduction, he formed a search party of 30 people, but after being attacked by Sand People, only 4 people survived, including himself. In ''Film/ANewHope'', 30 Rebel starfighters were sent to destroy the Death Star ("We count 30 Rebel ships, Lord Vader."), and in the end, only 4 ships survived (Luke and Wedge's X-Wings, the ''Millennium Falcon'', and a Y-Wing).
* ANaziByAnyOtherName[=/=]PuttingOnTheReich: The ending where Palpatine is observing from a balcony regarding the Clone Troopers departing from Coruscant in the beginning of the Clone Wars gives some similarities to UsefulNotes/NaziGermany, particularly Leni Riefenstahl's ''Triumph of the Will''.
* NiceHat: Watto looks better with his WWI-esque metal hat.
* NiceJobBreakingItHero: Padmé's decision to try and rescue Obi-Wan only results in her and Anakin getting captured and nearly executed. Obi-Wan even LampShades this:
-->'''Anakin Skywalker:''' Then we decided to come rescue you.\\
'''Obi-Wan Kenobi:''' [[SarcasmMode Good job.]]
* NoodleIncident: Obi-Wan and Anakin's prior assignment [[Literature/TheApproachingStorm (the "border dispute on Ansion")]]. Also the time they fell into a gundark nest. [[RuleOfThree Also]], Obi-Wan's exasperated "I hate it when he does that" suggests Anakin has a habit of doing crazy things without informing him. What those past events were is, naturally, never elaborated upon.
* NowOrNeverKiss: Anakin and Padmé when they're about to be executed.
* OfCorsetsSexy: Padmé's black leather dinner outfit, which almost enters "dominatrix" territory. No wonder Anakin feels she's sending him mixed messages.
* OffWithHisHead: Mace Windu finally defeats [[spoiler:Jango Fett]] by beheading him with his lightsaber.
* OhCrap: Kenobi gets this when he kicks Jango off the miles-high landing platform... and then realises he's still attached to him by a grappling hook.
-->'''Obi-Wan:''' Oh, ''not'' good!
* OhNoNotAgain: Anakin dives off a speeder in the middle of aerial traffic and all Obi-Wan can come up with is a mildly disgruntled "I hate it when he does that."
** This is also Anakin's reaction when his lightsaber is destroyed.
--->'''Anakin:''' Not again. ''[sighs]'' Obi-Wan's gonna kill me.
* OneDimensionalThinking: Seen in the Force duel between Dooku and Yoda, where Yoda never thinks to push a falling pillar off to the side instead of keeping it suspended in midair.
* OneWheeledWonder: The droid waitress WA-7 in Dexter's Diner on Coruscant serves customers while balanced upon a single wheel.
* OnlyPointTwoPercentDifferent: The clones. {{Lampshaded}} in one of [[WesternAnimation/StarWarsTheCloneWars the animated series]] when three clones are alone with Yoda, and Yoda explains that though their faces may be alike (being clones of Jango Fett and all, modified only to age faster), through the Force he can see their minds are as diverse as other human groups.
* PackedHero: Threepio in the combat droid factory.
* TheParagonAlwaysRebels: Count Dooku.
* PayEvilUntoEvil: Anakin's slaughter of the Tusken Raiders for killing his mother.
* PsychoStrings: When Anakin begins his rampage against the Tusken Raiders.
* APupilOfMineUntilHeTurnedToEvil: Dooku had started out as one of Yoda's students.
* PurpleIsPowerful: Mace Windu's purple lightsaber. All of the other Jedi use blue and green.
* PyrrhicVictory: Obi-Wan muses that he is grateful they have the clone army, otherwise they wouldn't have won the day. Yoda emphatically tells him it ''was not'' a victory, because the most devastating war in the history of the Republic has begun.
* RammingAlwaysWorks: This is how Anakin saves Padmé from the Nexu: He manages to tame a Reek via the Force, and then promptly has it ram into a Nexu just as it was getting up from surviving a huge fall. The Reek, like a giant space rhino, seems designed to take advantage of this trope.
* RealMenWearPink: Mace Windu's purple lightsaber, the result of ExecutiveMeddling by Samuel L. Jackson.
* RedHerring: When Anakin is trying to fight against the Geonosians inside of the Droid factory, he at one point gets his arm trapped within a piece of molded armor, and is drawing closer and closer to a crushing machine/cutting machine, causing the audience to think he'll lose his arm as a result of the battle. Turns out, he actually loses it during the battle with Dooku later.
* RedshirtArmy: The Jedi strike team that raids the Geonosian Arena.
* TheReptilians: Zam Wesell, the shape-shifting assassin, is one.
* {{Retcon}}: Mace Windu's lightsaber was originally supposed to be blue; his ''[[Film/ThePhantomMenace Phantom Menace]]'' toys came with a blue lightsaber, and he also had a blue blade in the ''Jedi Power Battles'' [[TheProblemWithLicensedGames video game]]. Samuel L. Jackson requested a purple lightsaber to make him more distinct.
* RevengeMyopia: Nute Gunray wants revenge against Padmé for stopping him when he, you know, ''invaded her planet and enslaved her people''. Talk about a sense of entitlement. This is especially nonsensical since Padme is the leader of the ''opposition'' to the Republic using armed force against the Separatists, so the Separatist leaders should have a vested interest in keeping her around. [[spoiler:Of course, soon-to-be Emperor Palpatine ''wants'' the war, as it will thin Jedi numbers and set the Republic in the perfect position to be taken over by him, so removing Padme's opposition is critical.]]
* RoboticAssemblyLines: The droid factory on Geonosis, where a battle takes place.
* RunningGag: The use of the word "possibly" in a somewhat sarcastic tone in response to a direct question.
** In the commentary, WordOfGod is that each film has its own running gag, in this one it's Jedi losing their lightsabers. The film-specific running gags are interestingly most obvious in both "part two" films, with disarmed Jedi in ''Attack of the Clones'' and the malfunctioning hyperdrive in ''The Empire Strikes Back.''
* SciFiWritersHaveNoSenseOfScale: [[AllThereInTheManual Chapter 18 of the movie novelization]] explained that by "200,000 units," Lama Su meant 200,000 units of production, as in 200'000 ''clones'', not 200,000 ''military units''. That's roughly one trooper for every five planets in the Republic. EU writers who ''did'' have a sense of scale had to do some serious gymnastics to make that even remotely sensible, eventually settling on most of the fighting on the Republic side being done by local militias and the clones being reserved for strategically important battles.
* SexyBacklessOutfit: The dress Padmé wears to the lake house combines a halter top, backless to the waist, with detached sleeves and filmy drapery for an elegantly sexy look.
* ShirtlessScene: Anakin after waking up from his nightmare.
* SkewedPriorities: After Anakin's lightsaber is destroyed while he's trapped in the droid factory:
-->'''Anakin''': Not again. [[{{Irony}} Obi-Wan's gonna kill me]].
* SlowlySlippingIntoEvil: Killing the Tusken Raiders is Anakin's first openly evil act, specifically intended to foreshadow his eventual fall.
* SoftGlass: Obi Wan jumps through one to go after the droid.
* SolarSail: Count Dooku flees in a ship that is at least partially propelled by a small solar sail.
* SomethingOnlyTheyWouldSay: Kind of: When Anakin meets Watto again and asks where Shmi Skywalker is, Watto wonders if he is Anakin, but then decides he really is Anakin after he notices that his pit droid was fixed.
* SpheroidDropship: The [[http://starwars.wikia.com/wiki/Lucrehulk-class_Core_Ship Lucrehulk-class Core Ships]] are dual purpose ships. They're the central "command" core of the Trade Federation ships, but can also detach to serve as landing craft, or fly independently. This makes sense since they are supposed to be space tractor-trailer cargo haulers that the Trade Federation quickly slapped some guns on when they needed a war fleet.
** Although seeing several of them landed on Geonosis, clustered around each other, makes the scene amusing instead of ominous, if you've ever seen Spaceballs.
* {{Stripperiffic}}:
** Padmé, to an extent.
** Most of the women in the nightclub that Zam Wessel hides in.
* SoLastSeason: During the Battle of Geonosis, destroying Core Ships proves to do nothing to stop the battle droids; in the novelization the first time this happened the droids would shut down briefly, then reactivate when their built-in processors kicked in.
** Also, in contrast to the [[ImperialStormtrooperMarksmanshipAcademy battle droids]] becoming comic relief, the [[EliteMooks Super Battle Droids]] (those tall grey droids with an ArmCannon) are introduced in the Geonosis battle and help kill many Jedi.
* StartOfDarkness: For Anakin.
* SupernormalBindings: Obi-Wan, when captured by Count Dooku is held captive, suspended in midair in a containment field that also rotates him slowly. It has several features designed to make Jedi less able to use the Force to escape.
* TemptingFate: "I guess I was wrong. There was no danger after all." Literally one second later...KABOOM!
* TheseHandsHaveKilled: The first thing Anakin says when he looks at his own hands is to admit that he killed the Tusken Raiders.
* TitleDrop: The German dub has Yoda deliver one at the end, in place of "Clone War". Badly done since [[spoiler:it's in a negative context, implying that Yoda considers the clones the worst part of the mess, even though they're on the same side]].
* TookALevelInJerkass: Anakin to a very great extent. [[StartOfDarkness Kinda the point]].
* UngratefulBastard: Anakin himself starts to show signs of this when he puts the blame on Obi-Wan for holding him back after he failed to save his mother at the Tusken Raider camp.
* UniformityException: [=C-3PO=] is pushed into a battle droid assembly plant on Geonosis where his head is soon attached to a battle droid's body. [=C-3PO=] becomes part of the battalion of 'bots that are sent into the arena to fight the Jedi Knights. He's not really up to the task.
-->'''[=C-3PO=]:''' What's that noise? A battle? Oh, there's been a horrible mistake! I'm programmed for etiquette, not destruction.
* UnlimitedWardrobe: Amidala's had this trope since the beginning of the saga. Every single scene change necessitates a new PimpedOutDress.
* UnwittingInstigatorOfDoom: The one thing that [[TheScrappy Jar Jar]] actually does in the movie other than stand in the background is to make a motion in the senate to grant Palpatine emergency powers. [[HorribleJudgeOfCharacter Good work there]].
* VillainousFriendship: It's not explored in any depth, but Count Dooku does seem rather perturbed by the death of [[spoiler: Jango Fett]].
* VillainsNeverLie: As per usual in ''Star Wars'': Dooku tells Obi-Wan the truth, albeit leaving out the fairly significant detail that he himself is a Sith Lord.
* WatchingTheSunset: As the Clone Army ships lift off near the end of the movie. Visual shorthand for "[[TheEmpire dark times]] ahead".
* WeaponJr: Yoda teaches a class of Jedi initiates with training lightsabers in one scene.* WeCanRuleTogether: Dooku offers to set Obi-Wan free if he'll join the Separatist cause, much like Vader does to Luke in ''The Empire Strikes Back''. Obi-Wan refuses, of course.
* WeHaveBecomeComplacent: The Jedi Order's surest sign of its blindness to the growing threat of Palpatine's scheme is when Obi-Wan was looking for info on the planet, Kamino, and there was none to be found. The Head Librarian, Jocasta Nu, is so sure of the archives' comprehensiveness that she automatically dismisses the planet's existence without considering any other possibility of why there is no record. It finally takes one of Yoda's ''preteen'' students to suggest the obvious: that the Archives' records were tampered with to hide Kamino's existence.
* WhamLine: "Welcome home, Lord [[spoiler:Tyranus]]." [[spoiler:Dooku was the one who recruited Jango Fett for the clone army.]]
** Anakin's line: [[spoiler: "I killed them, all of them. Not just the men, but the women and the children too!"]]
* {{Wuxia}}