* ActorAllusion:
** ChristopherLee plays [[{{Dracula}} an evil count whose name starts with a D]], who is also [[Film/TheLordOfTheRings an evil, scheming "magician" who is used by the BigBad (who is also referred to as a "Dark Lord", to build an army]].
** Obi-Wan Kenobi effectively telling a drug dealer to [[Literature/{{Trainspotting}} choose life]] is either this or coincidental placement of standard-issue DrugsAreBad.
* 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.
* HeyItsThatGuy: Look closely and in a few scenes you can see Rose Byrne (of ''{{Series/Damages}}'', ''Film/XMenFirstClass'', and ''Film/{{Bridesmaids}}'' fame) as one of Padme's handmaidens, Dorme.
** In the bar where Obi-Wan cuts Zam's arm, Anthony Daniels (C3PO), Ahmed Best (Jar-Jar Binks), and [[http://web.archive.org/web/20060216111100/http://www.starwars.com/episode-iii/bts/profile/f20051221/index.html George Lucas' daughters]] are patrons. (his son appears as Padawan in the library)
** [[Film/TheMatrix Mouse]] tries to sell Obi-Wan some death sticks.
* HeyItsThatVoice: In the Japanese-dubbed version, besides the returning characters from ''ThePhantomMenace'':
** Adult Anakin [[Creator/DaisukeNamikawa is]] [[Manga/BlackLagoon Rokuro "Rock" Okajima]] and [[{{Gantz}} Kei Kurono.]]
** Count Dooku [[MichioHazama is]] [[SuperDimensionFortressMacross Captain Global]]
* PlayingAgainstType: As opposed to BadAss ActionHero type character, Samuel L. Jackson plays a role of a wise and reserved master of the Jedi order.
* RetroactiveRecognition: Uncle Owen became a [[Film/ZeroDarkThirty Navy SEAL on the mission that killed]] OsamaBinLaden, and the father of [[Film/TheOddLifeOfTimothyGreen Timothy Green]].
** Rose Bryne as Dorme also counts as well, since this was before she became notable with her roles in ''Film/XMenFirstClass'' and ''Film/{{Bridesmaids}}'', 9 years later.
* ThrowItIn: The entire AggressiveNegotiations conversation during the dinner scene between Anakin and Padme 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.
** Here's a creepy variant. When Anakin is about to go off and [[spoiler:hunt down the raiders who kidnapped his mother]], look at his silouette on the wall. [[{{Foreshadowing}} Doesn't his head look... Familiar?]] And here's the thing: No one on the post-work team shopped that shot. Hayden/Anakin's shadow looked like that naturally.
*** Possibly the only literal case of fore''shadow''ing in film history.
** The scene at Kamino had an interesting variation of this trope mixed in with WhatCouldHaveBeen: When Obi-Wan heard of the clone army and the Jedi Army's supposed ties, the name of the benefactor was originally intended to be "Sido-Dyas", a thinly veiled alias for Darth Sidious, Obi-Wan was then supposed to state that he never heard of him, to which the Jedi Masters Mace Windu and Yoda will confirm that no Jedi Master existed by that name. However, the script writer made a typo in the name (replacing the "d" in "Sido" with an "f"). George Lucas ended up liking the typo far better than the original, so they rewrote the scene to reveal that Sifo-Dyas had died over ten years prior to the movie.
* WhatCouldHaveBeen: In the original script, after Padme gets attacked by the Nexu, it would not have resulted in a BareYourMidriff as it does in the final film. It would have resulted in Padme being ''[[ShirtlessScene topless]]''! That would've made the movie rated R!