Film / Attack of the Clones
Governor Sio Bibble: There hasn't been a full scale
war since the formation of the Republic.

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

The sequel to The Phantom Menace and second/fifth installment in George Lucas' wildly successful Star Wars 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 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 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 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 apparent, and where the 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— Star Wars: Clone Wars was an animated miniseries of 5-minute and 12-minute "episodettes" that enlarges the scale of the conflict and the people who fought in it by showing individual battles and more obscure characters, airing between the release of Episode II and Episode III, where the end of the Clone Wars is depicted. Star Wars: The Clone Wars was a CGI television show produced a few years after the release of Episode III, something of a Spiritual Successor 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 maturation against the political drama and personal loss, while showing decay and corruption on a galactic scale. It's purposefully a Call Forward to The Empire Strikes Back—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 Murder Mystery-Political Thriller, and tries to inject some quiet moments in a galaxy on the brink of destruction.

Followed by Revenge of the Sith.

Tropes Mostly Particular To This Film:

  • Affably Evil: Count Dooku, in this installment.
  • Aggressive Negotiations: Trope Namer, while Anakin tells Padmé a story.
    Padmé: Aggressive negotiations? What's that?
    Anakin: Ah, well, it's negotiations with a lightsaber.
  • Agony Beam: Dooku's Force Lightning, which he zaps Anakin with.
  • A.I. is a Crapshoot: One of the battle droids gets his head stuck onto C-3PO's body, which rendered it useless.
  • Alas, Poor Yorick: Young Boba Fett holds the helmet of his father Jango Fett.
  • Angelic Aliens: The Kaminoans are a hybrid of Space Angels and The Greys. They dwell on the ocean world of Kamino and possess advanced cloning technology. They are peaceful and polite, although they unwittingly provide the Republic with the clone army that would later form the foundation for the army of the Galactic Empire, and their grace is shown in long necks, slow speech, narrow robes, and desaturated colors.
  • Apologetic Attacker: C-3PO while his head is stuck to an autonomous battle droid's body.
  • Arbitrarily Large Bank Account: 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. Nobody questions it.
  • Ascended Extra: 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.
  • Ascended Glitch: 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.
  • Aside Glance: 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!"
  • Assassination Attempt: The film opens with two assassination attempts on Senator Padme Amidala, forcing her into hiding along with the wholesome and untroubled Anakin Skywalker while Obi-Wan investigates who ordered the attacks.
  • Assassins Are Always Betrayed: After Zam Wesell has been caught by Anakin Skywalker and Obi-Wan Kenobi, Jango Fett shoots her with a poison dart to keep her from spilling any details on their attempt to kill Senator Amidala.
  • Back-to-Back Badasses:
    • Obi-Wan and Mace Windu end up back to back in the final battle while deflecting enemy fire from the Droid Army.
    • Anakin and Padmé make a rather spectacular team in the Geonosis arena, with Anakin deflecting blaster bolts away from Padme and himself, while she uses a discarded droid blaster rifle to pick off attackers with methodical precision.
  • Bare Your Midriff: Padmé's outfits are quite a bit more revealing in this film than the first, presumably because She Is All Grown Up (in universe, at least). In the Geonosis battle sequence, it occurs due to Clothing Damage.
  • Beastly Bloodsports: Anakin, Padmé, and Obi-Wan are almost killed by animals in the arena on Geonosis.
  • Bilingual Bonus: The double that Padmé leaves while on her "extended leave" is named Dorme, which means "sleeper" in French.
  • Bittersweet Ending: 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.
  • Blatant Lies:
    • 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. I love democracy. I love the Republic. The power you give me I will lay down when this crisis has abated."
  • Body Double: As before, Padmé employs women to impersonate her. This proves useful when an assassination attempt takes the life of one of her decoys.
  • Bodyguard Crush: 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.
  • Bottomless Magazines: A rare aversion for a Star Wars film. Just prior to the climactic fight with Dooku, when Anakin and co. are chasing his speeder in a Republic gunship, the only reason they don't avoid a lightsaber duel by shooting him down is that they ran out of missiles in the preceding battle.
  • Brick Joke:
    • As Anakin chases Zem Wesell, Obi-Wan says that he doesn't hate flying, just the way Anakin flies. Later, in his pursuit for Jango Fett, he says "This is why I hate flying!" when Jango opens fire.
    • Obi-Wan chastises Anakin's excuse for taking his time getting a speeder to rescue him, saying that if he spent half as much effort training as he did on his wit, he'd be a better swordsman than Yoda, who at that point had only been shown as a barely-mobile octo-centenarian. The fight before the final battle shows just how good a swordsman Yoda is when he needs to fight.
    • What is more, Dooku makes the same claim of being more powerful than Yoda and gets proven wrong. After beating the other contender for the title no less. It seems that a Jedi defying the Grand Master is an early sign of defection.
  • Butt Monkey: 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).
  • Call Forward:
    • Anakin's lightsaber in this film is a Palette Swap of 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 The Empire Strikes Back.
    • "It seems that [R2] is carrying a message from an Obi-Wan Kenobi."
    • The clone trooper gunships have spherical turrets with a Converging-Stream Weapon emitting a green laser beam.
    • An exasperated Obi-Wan to Anakin: "Why do I get the feeling you'll be the death of me?"
    • Anakin gets hit by Force lightning from Count Dooku, referencing Vader's Heel–Face Turn and death in Return of the Jedi.
    • Anakin sits in the same spot his son will, and Owen will sit in the same spot his dad was in.
    Owen: (to Anakin) Where are you going?
    • Jango Fett bumps his head on the door to his ship as it's closing when he and Boba are leaving Kamino, referencing the Stormtrooper who famously bangs his head in A New Hope. It can be hard to see, but features the same "bonk" sound effect as when his jet pack hit the tower before exploding.
    • The film's Big Bad has The Hero at his mercy and tries to convince him to switch sides by revealing he used to be the master of The Hero's mentor. Granted, it comes off more like "Obi-Wan, I am your father figure's father figure", but the parallels to The Empire Strikes Back are there.
  • Canon Immigrant: Aayla Secura, a Twilek Jedi who made an impression on George Lucas 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 Industrial Light and Magic.
  • Can't Use Stairs: The film shows R2-D2 getting slowed down by Naboo city steps, but he still manages to keep up with the humans.
  • Captain Obvious:
    • In a deleted scene, where Anakin and Padmé are put on "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."
  • Casual Danger Dialogue: Obi-Wan and Anakin are pretty fond of doing this. The most notable instance is while chasing Zam Wessel.
  • Casual High Drop:
    • During a chase scene padawan Anakin Skywalker politely says "Excuse me, master" to Jedi Kenobi, then leaps out of their vehicle to plummet several stories through Coruscant's flying traffic to land on the assassin's vehicle. Kenobi grumbles, "I hate when he does that."
    • At the arena Mace Windu confronts the separatist leaders in their balcony overlook, then leaps down to the arena floor, deflecting blaster bolts the whole way down.
  • The Cavalry: 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).
  • Chained to a Rock: Anakin, Padmé, and Obi-Wan on Geonosis.
  • The Champion: When Anakin professes his love for Padmé he says that he will do anything she asks.
  • The Chessmaster: Dooku attempts to have Padmé assassinated and instigates a war between the Republic and the Separatists. And escapes at the end.
  • Chewing the Scenery: Hayden Christensen was mostly criticized for Dull Surprise. But given that Evil Is Hammy, Anakin confessing his Tusken massacre to Amidala has an inflection only the Dark Side can provide.
  • Cincinnatus: Subverted by Chancellor Palpatine, who is granted emergency powers and pledges to relinquish those powers as soon as the conflict is over. He never does, nor did he ever actually intend to.
  • The City Narrows: The lower levels of Coruscant's giant city towers which are in permanent darkness due to the shadows of the impossibly tall buildings.
  • Clone Army: 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.
  • Contrived Coincidence: There are many, as there so often are in this 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.
  • Conveniently Interrupted Document: Count Dooku and Senator Palpatine removed the Kamino system from the star charts in the Jedi library. Fortunately for Obi Wan, they forgot to adjust the rest of the map to compensate for gravity's pull.
  • Conveyor Belt-O-Doom: Several that Anakin and Padmé survive by the skin of their teeth in the droid factory on Geonosis.
  • Cool Bike: The speeder bike that Anakin borrows from Owen.
  • Cranium Chase: C3PO loses his head (which is attached to a battle droid body) and gets himself a battle droid head instead. Both parts of C3PO then travel to the Geonosis Arena with the battle droids, where R2 and a Jedi help reassemble C3PO.
  • Deceased Fall-Guy Gambit: The whole deal with Sifo-Dyas in the backstory seems like this but isn't; it's all breezed over so quickly that misunderstandings are inevitable.
  • Demoted to Extra: Jar Jar Binks plays a considerably smaller role in this film, despite still having a role to play later.
  • Disney Villain Death: 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 rammed by a reek that Anakin has somehow managed to tame, killing it for real.
  • Disposable Pilot: 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.
  • Disproportionate Retribution: Anakin massacres the entire village of Tuskan Raiders, including the children, to avenge his mother's death. It was personal.
  • Drugs Are Bad: ...According to Obi-Wan and his Jedi Mind Trick....and (especially if you're an adorkable humanoid drug dealer with antennae) "you should go home and rethink your life".
  • Dual Wielding: 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.
  • Dub Name Change: Count Dooku's name was changed to Dookan in the Brazilian dub, due to an 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 famous trope)
  • Dull Surprise: Often, the Jedi will react to terrifying news with a simple shake of the head and an emotionless condemnation, reflecting their ritual suppression of emotion.
  • Dying Declaration of Love: Padmé confesses her feelings to Anakin right before they're brought out to be executed.
  • Elite Mook: 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.
  • Emergency Authority: The Trope Namer. 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.
  • Fairytale Wedding Dress: Padme's outfit during her and Anakin's wedding picninc is nothing short of this.
  • Fanservice: Several of Padmé's outfits, but especially her bare midriff due to Clothing Damage near the end of the film, and her black leather Flapper-inspired strapless number. Next to nothing on the male side, although Anakin is briefly seen shirtless.
  • Fanservice Extra: 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.
  • Fantastic Drug: Elan Sleazebaganno/Sel'Sabagno's "Death Sticks".
  • 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. Come two episodes later...
    • Early in the film, Obi-Wan is concerned about Anakin, knowing that he's been having dreams about his mother. Anakin says he'd rather dream about Padmé. Next film he does, except just like his mother, it's about Padmé's approaching death.
    • 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.
    • During the fireplace scene, Anakin tells Padmé about how his feelings for her are causing him agony. Padmé in this scene is wearing a dress with a choker on it. Guess what happens to her in the next movie? Bonus points for this quote from Anakin: "The thought of not being with you...I can't breathe."
    • A literal instance happens as Anakin leaves to look for his mother Shmi. His silhouette's head looks like Darth Vader's helmet. And the best part is it just happened that way on set.invoked
  • Found the Killer, Lost the Murderer: An assassin tries twice to kill Senator Amidala. When the Jedi capture the assassin, Jango Fett enacts this trope with great prejudice.
  • Frontline General: The Jedi are made generals of the Grand Army of the Republic and lead the clones into battle.
  • Gambit Roulette: Darth Sidious' plan to start the Clone Wars required that the well-renowned bounty hunter Jango Fett failed to kill Padmé, would be sloppy enough to leave a clue that would lead a Jedi to the planet Kamino (which nobody in the Jedi Order knew existed due to it being erased from the Jedi Archives, and Obi-Wan only found it because his old friend had knowledge of it) and learn of the Clone Army, and a Jedi would go to Geonosis and get captured after they had relayed the existence of the Separatists so the Senate could be pressured into giving the Chancellor emergency powers.
  • Gunship Rescue: 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.
  • Held Gaze: 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 Big Damn Kiss.
  • Hollywood Tactics: 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 Zerg Rush. 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.
  • Hurricane of Puns: 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 droid body he was attached to...
      • ..."I'm beside myself!" as Artoo brings Threepio's head to his proper body.
  • Instant Thunder: Averted on Kamino, and lampshaded in the DVD Commentary.
  • It Has Only Just Begun: 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!
  • It Is Beyond Saving: The Separatists use this rationalization in a deleted scene.
  • Just Between You and Me: 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. If they did nothing, Sidious continues his plan unbothered so he wins either way.
  • Kick Chick: On the Geonosis arena, a female Jedi is seen gracefully kicking down droids.
  • Leeroy Jenkins: 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.
  • Legacy Character: 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.
  • Let's Get Dangerous!: 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 of holding his own.
  • Love Theme: "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.
  • Macross Missile Massacre:
    • The Republic gunships fire a lot of missiles during the Battle of Geonosis. Averting Bottomless Magazines, this means they've run out when chasing Dooku's speeder.
    • The Separatists have a droid tank (appropriately called the Hailfire that is built around this.
  • Master of the Mixed Message: 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 the most beautiful parts of Naboo, wearing a Sexy Backless Outfit.
  • Master Swordsman: 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.
  • Meaningful Name: Elan Sleazebaggano, the "death sticks" guy Obi-Wan encounters in the Coruscant bar, has about as Anvilicious of a name as you can get.
    • Subverted a bit when Star Wars writers found his name too ridiculous and retconned it into "Elan Sel'Sabagno" in the EU/Legends continuity.
  • Minor Crime Reveals Major Plot: One spanning both this film and Revenge of the Sith. 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.
  • Mohs Scale of Violence Hardness: It gets a very hard 4, thanks to several Tusken Raiders and Jango Fett being bloodlessly beheaded and Anakin Skywalker losing part of his arm in a lightsaber duel with Count Dooku.
  • Moment of Weakness: Anakin in the Tusken camp.
  • Monster Munch: One of the Geonosians gets eaten by one of the monsters (a Nexu) at the start of the arena scene.
  • Morally Bankrupt Banker: A Planet of Hats of them in the Banking Clan.
  • Ms. Fanservice: Padmé.
  • My God, What Have I Done?: Anakin after his slaughter of the Tusken Raiders.
  • Mythology Gag: Jango Fett bumping his head (with helmet on) on the door to Slave-1, in a manner much like that one Stormtrooper in A New Hope, and Boba's head-bump on Slave-1's door in The Empire Strikes Back. 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 A New Hope, 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).
  • A Nazi by Any Other Name: 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 Nazi Germany, particularly Leni Riefenstahl's Triumph of the Will.
  • Nice Hat: Watto looks better with his WWI-esque metal hat.
  • Nice Job Breaking It, Hero!: Padmé's decision to try and rescue Obi-Wan only results in her and Anakin getting captured and nearly executed. Obi-Wan even Lamp Shades this:
    Anakin Skywalker: Then we decided to come rescue you.
    Obi-Wan Kenobi: Good job.
  • Noodle Incident: Obi-Wan and Anakin's prior assignment (the "border dispute on Ansion"). Also the time they fell into a gundark nest. 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.
  • Now or Never Kiss: Anakin and Padmé when they're about to be executed.
  • Of Corsets Sexy: Padmé's black leather dinner outfit, which almost enters "dominatrix" territory. No wonder Anakin feels she's sending him mixed messages.
  • Off with His Head!: Mace Windu finally defeats Jango Fett by beheading him with his lightsaber.
  • Oh Crap!: 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!
    • Obi-Wan gets another one during the arena battle after he lobs a spear at the attacking acklay. He manages to hit it in the shoulder, elicting a grin from the Jedi...until the beast rips the spear out and snaps it between its teeth. Obi Wan's face completely depicts this trope as he realises he's thrown away his only weapon for the sake of inflicting a minor injury that's only made the acklay even angrier.
  • Oh, No... Not Again!: 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.
  • 1-Dimensional Thinking: 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.
  • One-Wheeled Wonder: The droid waitress WA-7 in Dexter's Diner on Coruscant serves customers while balanced upon a single wheel.
  • Only 0.2% Different: The clones. Lampshaded in 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.
  • Packed Hero: Threepio in the combat droid factory.
  • Pay Evil unto Evil: Anakin's slaughter of the Tusken Raiders for killing his mother.
  • Psycho Strings: When Anakin begins his rampage against the Tusken Raiders.
  • A Pupil of Mine Until He Turned to Evil: Dooku had started out as one of Yoda's students.
  • Purple Is Powerful: Mace Windu's purple lightsaber. All of the other Jedi use blue and green.
  • Pyrrhic Victory: 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.
  • Ramming Always Works: 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.
  • Real Men Wear Pink: Mace Windu's purple lightsaber, the result of Executive Meddling by Samuel L. Jackson.
  • Red Herring: 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.
  • Redshirt Army: The Jedi strike team that raids the Geonosian Arena.
  • The Reptilians: Zam Wesell, the shape-shifting assassin, is one.
  • Retcon: Mace Windu's lightsaber was originally supposed to be blue; his Phantom Menace toys came with a blue lightsaber, and he also had a blue blade in the Jedi Power Battles video game. Samuel L. Jackson requested a purple lightsaber to make him more distinct.
  • Revenge Myopia: 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. 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.
  • Roaring Rampage of Revenge: After watching his mother die, Anakin kills all of the Tusken Raiders from the tribe that kidnapped her.
  • Robotic Assembly Lines: The droid factory on Geonosis, where a battle takes place.
  • Running Gag: The use of the word "possibly" in a somewhat sarcastic tone in response to a direct question.
    • In the commentary, Word of God 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.
  • Sci-Fi Writers Have No Sense of Scale: 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.
  • Sexy Backless Outfit: 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.
  • Shirtless Scene: Anakin after waking up from his nightmare.
  • Skewed Priorities: After Anakin's lightsaber is destroyed while he's trapped in the droid factory:
    Anakin: Not again. Obi-Wan's gonna kill me.
  • Slowly Slipping Into Evil: Killing the Tusken Raiders is Anakin's first openly evil act, specifically intended to foreshadow his eventual fall.
  • Soft Glass: Obi Wan jumps through one to go after the droid.
  • Solar Sail: Count Dooku flees in a ship that is at least partially propelled by a small solar sail.
  • So Last Season: 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.
  • Something Only They Would Say: 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.
  • Spheroid Dropship: The 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.
  • Starcrossed Lovers: Jedi are forbidden from falling in love and having relationships, since that would rather interfere with the whole 'there is no passion' theme they've got going, and Padmé can't afford any damage to her reputation as a senator by having a public relationship, especially with a Jedi. It's not going to be an easy ride for them. (Their love theme is even called 'Across the Stars', as if it weren't obvious enough.)
  • Start of Darkness: For Anakin, as he kills an entire tribe of Tusken Raiders in revenge for them capturing, torturing and killing his mother.
  • Stripperiffic:
    • Padmé, to an extent. She arrives at the lake house in a totally backless gown, and wears a black leather corset to dinner with Anakin.
    • Most of the women in the nightclub that Zam Wessel hides in.
  • Supernormal Bindings: 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.
  • Tempting Fate: "I guess I was wrong. There was no danger after all." Literally one second later...KABOOM!
  • These Hands Have Killed: The first thing Anakin says when he looks at his own hands is to admit that he killed the Tusken Raiders.
  • Title Drop: The German dub has Yoda deliver one at the end, in place of "Clone War". Badly done since 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.
  • Took a Level in Jerkass: Anakin to a very great extent. Kinda the point.
  • Ungrateful Bastard: 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.
  • Uniformity Exception: 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.
  • Unlimited Wardrobe: Amidala's had this trope since the beginning of the saga. Every single scene change necessitates a new Pimped-Out Dress.
  • Unwitting Instigator of Doom: The one thing that 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. Good work there.
  • Villainous Friendship: It's not explored in any depth, but Count Dooku does seem rather perturbed by the death of Jango Fett.
  • Villains Never Lie: 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.
  • Watching the Sunset: As the Clone Army ships lift off near the end of the movie. Visual shorthand for "dark times ahead".
  • Weapon Jr.: Yoda teaches a class of Jedi initiates with training lightsabers in one scene.
  • We Can Rule Together: 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.
  • We Have Become Complacent: 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 takes one of Yoda's preteen students to suggest the obvious: that the Archives' records were tampered with to hide Kamino's existence.
  • Wham Line: "Welcome home, Lord Tyranus." Dooku was the one who recruited Jango Fett for the clone army.
  • Worf Had the Flu: Anakin and Obi-Wan's poor performance against Count Dooku is explained in the novelisations to be due to being fatigued from fighting in the arena, in comparison to the more freshly rested Dooku, although it's also established in supplementary materials that Dooku's lightsaber style is more suited for lightsaber combat than his opponent's.

Yoda: Begun the clone war has.

Alternative Title(s): Attack Of The Clones, Star Wars Episode II Attack Of The Clones